<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549


                                   FORM 10-Q/A


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

                      For the quarter ended MARCH 31, 2000

[ ]      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  0-15949
INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
------------------------------------------
(Exact name of registrant as specified in its charter)


              CALIFORNIA                                94-2862863
              ----------                                ----------
    (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                      identification No.)

    75 ROWLAND WAY, NOVATO, CA                                94945
    ---------------------------                               -----
    (Address of principal executive offices)                (Zip code)

(415) 878-4000
--------------
(Registrant's telephone number including area code)


Indicate by check mark whether 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, and (2) has been subject to such filing requirements
for the past 90 days.

YES [X]    NO [ ]

As of May 16, 2000, 9,469,366 shares of Registrant's common stock, no par value,
were outstanding.


<PAGE>   2
                   INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
                                AND SUBSIDIARIES
                                      INDEX

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at March 31, 2000
           and June 30, 1999                                                   3

         Condensed Consolidated Statements of Operations for the three
           and nine months ended March 31, 2000 and 1999                       4

         Condensed Consolidated Statements of Cash Flows for the nine
           months ended March 31, 2000 and 1999                                5

         Notes to Condensed Consolidated Financial Statements                  6

Item 2.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                              16

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           23

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                    24
Item 2.  Changes in Securities and Use of Proceeds                            24
Item 3.  Defaults upon Senior Securities                                      24
Item 4.  Submission of Matters to a Vote of Security Holders                  24
Item 5.  Other Information                                                    24
Item 6.  Exhibits and Reports on Form 8-K                                     24

SIGNATURES                                                                    25
</TABLE>



                                       2
<PAGE>   3
                 INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. AND
                                  SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                    March 31, 2000    June 30, 1999
                                                                    --------------    -------------
                                                                    (Unaudited)
<S>                                                                 <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents                                            $    886         $  3,681
  Receivables, less allowances for doubtful
    Accounts, discounts and returns of $6,157 and $7,445                    445            4,933
  Inventories                                                               204            2,895
  Prepaid royalties and licenses                                            924            1,858
  Income tax refund receivable                                               --            3,751
  Other current assets                                                      983              758
                                                                       --------         --------
      Total current assets                                                3,442           17,876

Furniture and equipment                                                     724            3,632
Deferred tax assets                                                          --              465
Capitalized software development costs                                    2,069            2,856
Other assets                                                              1,898            2,315
                                                                       --------         --------
       Total assets                                                    $  8,133         $ 27,144
                                                                       ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Short term borrowings                                               $ 11,051         $  7,110
   Trade accounts payable                                                 2,088            2,256
   Accrued and other liabilities                                          3,216            5,119
   Accrued arbitration award                                              2,610               --
   Accrued restructuring charges                                            769            1,440
   Deferred revenue                                                       2,697            3,178
                                                                       --------         --------
     Total current liabilities                                           22,431           19,103

Long term debt and other obligations                                        395            6,599
                                                                       --------         --------
Total liabilities                                                        22,826           25,702

Commitments and contingencies                                                --               --

Shareholders' equity (deficit):
   Common stock, no par value; 300,000,000 authorized;
   Issued and outstanding 7,302,003 and 6,865,367 shares                 28,059           27,526
   Accumulated deficit                                                  (42,639)         (25,963)
   Accumulated other comprehensive income                                   137              129
   Notes receivable from shareholders                                      (250)            (250)
                                                                       --------         --------
      Total shareholders' equity (deficit)                              (14,693)           1,442
                                                                       --------         --------
           Total liabilities and shareholders' equity (deficit)        $  8,133         $ 27,144
                                                                       ========         ========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements



                                       3
<PAGE>   4
                 INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. AND
                                  SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                    UNAUDITED


<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED              NINE MONTHS ENDED
                                                   MARCH 31,                       MARCH 31,
                                           -----------------------         -------------------------
                                            2000            1999             2000             1999
                                           -------         -------         --------         --------
                                                         (restated)                        (restated)
<S>                                        <C>             <C>             <C>              <C>
Net revenues                               $ 2,968         $ 7,278         $ 14,884         $ 31,248
Product costs                                1,295           5,075            9,560           17,542
                                           -------         -------         --------         --------
Gross margin                                 1,673           2,203            5,323           13,706

Costs and expenses:
   Sales and marketing                         749           4,312            5,034           15,402
   General and administrative                1,833           2,201            6,726            5,743
   Research and development                    907           2,009            3,399            6,468
   Restructuring charge                       (326)             --             (464)              --
                                           -------         -------         --------         --------
Total operating expenses                     3,163           8,522           14,695           27,613

                                           -------         -------         --------         --------
Operating loss                              (1,490)         (6,319)          (9,372)         (13,907)

Gain on product line sale                       55              --            1,495               --
Interest and other expense, net               (286)           (492)          (1,810)          (1,197)
Loss on disposition of fixed assets         (1,834)             --           (1,834)              --
Loss on disposition of  foreign
    subsidiaries                            (2.023)             --           (2,023)              --
Arbitration award                              (10)             --           (2,610)              --
                                           -------         -------         --------         --------
Loss before income taxes
and extraordinary item                      (5,587)         (6,811)         (16,154)         (15,102)

Income tax provision                             7           2,969              522              (58)
                                           -------         -------         --------         --------

Income (loss) before                       -------         -------         --------         --------
extraordinary item                         $(5,594)        $(9,780)        $(16,676)        $(15,160)


Extraordinary loss on
extinguishment of debt                          --            (959)              --             (959)
                                           -------         -------         --------         --------
Net income (loss)                          ($5,594)       ($10,739)        ($16,676)        ($16,119)

Basic and diluted loss per share             $(.77)         $(1.69)          $(2.34)          $(2.71)

Shares used in computing loss
   per share                                 7,286           6,364            7,136            5,939
</TABLE>



            See Notes to Condensed Consolidated Financial Statements



                                       4
<PAGE>   5
                   INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
                                AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED MARCH 31, 2000 AND 1999
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           2000            1999
                                                                          -------         -------
                                                                                        (restated)
<S>                                                                       <C>             <C>
Cash flows from operating activities:
  Net cash (used) provided by operating activities                        $(1,891)        $ 1,418
                                                                          -------         -------

Cash flows from investing activities:
   Proceeds from sale of product line                                       1,555              --
   Purchase of equipment                                                     (111)         (1,225)
   Acquisition of software development and in-process technologies           (131)         (1,964)
   Purchase of Zedcor                                                          --            (300)
   Other                                                                       (4)           (274)
                                                                          -------         -------
   Net cash provided (used) by investing activities                         1,309          (3,763)
                                                                          -------         -------

Cash flows from financing activities:
   Credit line borrowings                                                      --           2,025
   Credit line repayments                                                    (820)         (2,773)
   Borrowings (repayments) of term loan                                      (750)          1,378
   Repayment of capital lease obligations                                    (679)         (1,120)
   Proceeds from issuance of common stock                                      28           5,616
                                                                          -------         -------
  Net cash (used) provided by financing activities                         (2,221)          5,126
                                                                          -------         -------

Effect of exchange rate changes on cash and cash equivalents                    8              --
                                                                          -------         -------
Net increase (decrease) in cash and cash equivalents                       (2,795)          2,781
Cash and cash equivalents at beginning of period                            3,681           2,093
                                                                          -------         -------
Cash and cash equivalents at end of the period                            $   886         $ 4,874
                                                                          =======         =======



SUPPLEMENTAL DISCLOSURES OF NON-CASH
FINANCING AND INVESTING ACTIVITIES

Equipment acquired through capital lease obligations                      $    --         $   984
Purchase of technology and assets in exchange for notes payable           $    --         $ 4,030
Purchase of technology and assets in exchange for common stock            $    --         $ 1,336
IMSI common stock received in satisfaction of receivable                  $    --         $   320
Repayment of accounts payable and accrued and other liabilities
      with common stock                                                   $    --         $ 2,207
Conversion of long-term debt to common stock                              $   500         $ 1,444
</TABLE>



            See Notes to Condensed Consolidated Financial Statements



                                       5
<PAGE>   6
                   INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.
                                AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION

The interim condensed consolidated financial statements have been prepared from
the records of International Microcomputer Software, Inc. and Subsidiaries
("IMSI") without audit. In the opinion of management, all adjustments, which
consist only of normal recurring adjustments (other than those described below),
necessary to present fairly the financial position at March 31, 2000 and the
results of operations and cash flows for the periods ended March 31, 2000 and
1999 have been made. The interim condensed consolidated financial statements
should be read in conjunction with our consolidated financial statements and
notes thereto contained in IMSI's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999. The results of operations for the three months and nine
months ended March 31, 2000 and 1999 are not necessarily indicative of the
results to be expected for any other interim period or for the full year.

2.    REALIZATION OF ASSETS

The financial statements have been prepared on a basis that contemplates IMSI's
continuation as a going concern and the realization of our assets and
liquidation of our liabilities in the ordinary course of business. We have an
accumulated deficit of $42.6 million and negative working capital of $19.0
million at March 31, 2000. On February 18, 2000, under the guidance of CMA
Business Credit Services, IMSI held a formally noticed general meeting of its
creditors. At this meeting the creditors elected a committee to represent
creditor interests. The committee agreed to give IMSI a 120 day stand-still
period to prepare and present a plan to the creditors for paying off its debts.
We are currently in the process of preparing this plan. In conjunction with
these actions, we have ceased interest and principal payments on all borrowings,
debt or other interest bearing obligations, with the exception of monthly
interest payments to Union Bank of California on the outstanding line of credit.
Accordingly, we are in default of various covenants of these agreements.

These matters, among others, raise substantial doubt about our ability to remain
a going concern for a reasonable period of time. The financial statements do not
include any adjustments relating to the recoverability or classification of
assets or the amounts and classification of liabilities that might result from
the outcome of this uncertainty. IMSI's continued existence is dependent on its
ability to obtain additional financing sufficient to allow it to meet its
obligations as they become due and to achieve profitable operations.

To a large extent, IMSI has plans to meet its working capital needs in the
current fiscal year through sales or licensing of non-core product lines. We
sold the rights to the Easy Language product line for $1.7 million in August
1999. In February 2000, we sold the rights to People Scheduler for $55,000. In
March 2000, we executed republishing agreements with firms in Europe and the
United States to manufacture and sell IMSI products. IMSI received $0.3 million
in guarantees, which the Company will recognize over the term of the agreements.
IMSI continues to explore all reasonable offers for the purchase of the
remaining retail software product lines, and we are in discussion with several
outside companies who wish to purchase certain of these retail software product
lines. The sale or licensing of the rights to these product lines is a part of
the Company's restructuring strategy of focusing on our core products while
transitioning to the Internet. This strategy also includes reducing our costs
through



                                       6
<PAGE>   7
manufacturing and warehouse outsourcing, facilities consolidation, and personnel
reductions. There can be no assurance that we will be successful in our efforts.

In January 2000, IMSI retained the investment banking firm of Heartland
Financial to explore alternatives to raise capital and increase shareholder
value. In addition to the sale of product lines, this may include the sale of
either or both of our Internet business units, the restructuring of debt, and
the infusion of new capital. There can be no assurance that we will be
successful in our efforts to raise additional funds.

IMSI received $1.3 million in income tax refunds during the first quarter of
fiscal year 2000, an additional $2.1 million during the second quarter and $0.3
million in February 2000.

3.    REVENUE RECOGNITION

Revenue is recognized when earned. IMSI has adopted American Institute of
Certified Public Accountants Statement of Position ("SOP") 97-2, Software
Revenue Recognition, and SOP 98-9, Modification of SOP 97-2, With Respect to
Certain Transactions. Revenue from packaged product sales to distributors,
resellers and end users is recorded when related products are shipped. For
software delivered via the Internet, revenue is recorded when the customer
downloads the software. Subscription revenue is recognized ratably over the
contract period, generally 12 to 15 months. Revenue from hybrid products is
allocated to the underlying components based on the ratio of the value of each
component to the total price. Non-refundable advanced payments received under
license agreements are recognized as revenue when the customer accepts the
delivered software. Revenue from software licensed to republishers, including
royalties earned in excess of non-refundable advanced payments, is recorded as
the republishers ship products containing the licensed software. Costs related
to post-contract customer support, which are minimal and include limited
telephone support and limited on-line maintenance for certain products, are
accrued. Sales to distributors permit limited rights of return upon termination
or when a product is defective. Reserves for returns, price discounts and
rebates are estimated using historical averages and a consideration of open
return requests. Beginning with the quarter ended December 31, 1998, the Company
also considers channel inventories, recent product sell-through activity and
market conditions in establishing its reserves.

4.    INVENTORIES

Inventories, consisting primarily of media, manuals, hardware, freight in,
production costs and packing supplies, are valued at the lower of cost or market
and are accounted for on the first-in, first-out basis. Management performs
periodic assessments to determine the existence of obsolete, slow moving and
non-salable inventories, and records necessary provisions to reduce such
inventories to net realizable value. Inventories consist of:

<TABLE>
<CAPTION>
                              March 31, 2000   June 30, 1999
                              ---------------  -------------
<S>                           <C>              <C>
Raw materials                    $   310         $ 2,343
Finished goods                       346           3,897
                                 -------         -------
                                     656           6,240
Reserves for obsolescence           (452)         (3,345)
                                 -------         -------
                                 $   204         $ 2,895
                                 =======         =======
</TABLE>



                                       7
<PAGE>   8
5.    CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Total capitalized software development costs were $8,197,000 at March 31, 2000
and $8,289,000 at June 30, 1999 less accumulated amortization of $6,128,000 and
$5,433,000, respectively.

6.   DEBT

IMSI's short-term borrowings and long term debt and other obligations consist of
the following (in thousands):


<TABLE>
<CAPTION>
                                                                 March 31,     June 30,
Short term borrowings                                              2000          1999
                                                                  -------        ------
<S>                                                              <C>           <C>
  Non-revolving, reducing loan with interest at bank's
      reference rate plus 3%, 12.00% at March 31, 2000            $ 4,600        $5,400
  Term loan with interest at bank's reference rate plus 3%             --           750
  Subordinated loan facility due November 2001 with
      interest at 12% net of unamortized warrant cost             $ 2,090            --
      at March 31, 2000 of $410
  Senior subordinated convertible note due May 2002
      with interest at 9% net of unamortized warrant cost           3,693            --
      at March 31, 2000 of $807
  Capital lease obligations                                           668           960
                                                                  -------        ------
         Total short term borrowings                              $11,051        $7,110
                                                                  =======        ======

Long term debt and other obligations
  Subordinated loan facility due November 2001 with
      interest at 12% net of unamortized warrant cost             $    --        $1,896
      at June 30, 1999 of $604
  Senior subordinated convertible note due May 2002
      with interest at 9% net of unamortized warrant cost              --         3,900
      at June 30, 1999 of $1,100
  Capital lease obligations                                           395           803
                                                                  -------        ------
         Total long term debt and other obligations               $   395        $6,599
                                                                  =======        ======
</TABLE>

IMSI is in default on many of the covenants under its agreements relating to the
non-revolving, reducing loan with Union Bank of California ("Union"). The loan
was due September 30, 1999 and remains unpaid. Under the terms of the loan
agreement, Union can declare the loan to be immediately due and payable and can
commence immediate enforcement and collection actions.

IMSI is also in default under the subordinated loan facility with Silicon Valley
Bank for failure to make interest payments during the quarter ended March 31,
2000 and the entry of the Imageline award judgement. The bank noticed IMSI of
the defaults and stated that it reserves all rights, powers and remedies under
the loan agreement. Therefore, IMSI has recorded the full amount of the
subordinated loan as a current liability.

Similarly, Heller Financial, Inc. has noticed IMSI that the Company is in
default under a capital lease obligation, and that all amounts under the lease
are now due and payable. IMSI is negotiating with Heller over the terms of a
proposed confession of judgement, the return of some equipment and the continued
lease of the remaining equipment. At March 31, 2000, the full amount of the
capitalized lease obligation was a current liability.



                                       8
<PAGE>   9
IMSI is in default on its senior subordinated convertible note with BayStar
Capital L.P. ("BayStar") because of failure to pay a penalty for failing to have
a registration statement effective no later than September 21, 1999 covering the
resale of shares issuable to BayStar. The penalty is 1% per month of the
principal balance outstanding. We have accrued a liability of $296,000 for this
penalty through March 31, 2000 in our financial statements. BayStar has the
right under the note to declare all sums due and payable but has not done so.
Accordingly, the full amount of the note is recorded as a current liability.
Because of the default, BayStar received the right to convert its convertible
note at the price of $2 per share. BayStar converted $500,000 of the note on
December 2, 1999 into common stock of IMSI at a price of $2.00 per share.

7.   ACCRUED RESTRUCTURING CHARGES

The following table details the rollforward activity in the accrued
restructuring liability account (in thousands):

<TABLE>
<CAPTION>
                                            Balance                    Balance
                                            June 30,        Paid       March 31,
                                              1999        (Accrued)      2000
                                            -------       --------     --------
<S>                                         <C>           <C>          <C>
Warehouse closure:
    Accrued rent                             $  249        $(256)        $505
    Broker's fee                                103           --          103
Warehouse transition costs                      284          231           53
Facilities consolidation:
    Novato:
       Rent                                     180          180           --
       Broker's fee                              65           49           16
       Excess furniture lease                    14           11            3
       Additional walls and doors                29           22            7
       Miscellaneous charges                      3            2            1
Tech support facility                           110           37           73
Consolidation of  Foreign Offices                 6            6           --
Personnel reductions                            397          389            8
                                             ------        -----         ----
Total accrued restructuring liability        $1,440        $ 671         $769
                                             ======        =====         ====
</TABLE>

The following table reports the rollforward activity of planned terminations
under the restructuring plan plus additional terminations in January 2000. These
additional terminations in January were necessitated by the higher than
anticipated losses and the termination of negotiations to sell ArtToday, which
would have provided needed working capital.

<TABLE>
<CAPTION>
                              Planned Terminations as      Cumulative Terminations
                                 of June 30,1999             as of March 31, 2000
                              ------------------------     -----------------------
<S>                           <C>                          <C>
Sales and Marketing                     22                             50
General and Administrative               8                             10
Manufacturing                           23                             23
Research and Development                37                             37
                                       ---                            ---
                                        90                            120
                                       ===                            ===
</TABLE>

During the quarter ended December 31, 1999, we increased the restructuring
accrual for warehouse rent by $438,000 due to changing our estimate of how long
it will take to sublease



                                       9
<PAGE>   10
this facility. Also during the quarter ended December 31, 1999, we decreased the
restructuring accrual for personnel reductions costs by $138,000 primarily due
to the re-hire of, and cessation of termination benefits payable to, formerly
terminated executive, Geoffrey Koblick.

8.   SEGMENT INFORMATION AND CLOSING OF EUROPEAN SUBSIDIARIES

Until January 2000, IMSI had five reportable operating segments. Four of the
segments were geographic: North America, the United Kingdom, Germany and
Australia, and each of these segments generated revenues and incurred expenses
related to the sale of our PC productivity software. The fifth segment comprised
the revenues and expenses related to ArtToday.com (formerly Zedcor, Inc.). which
IMSI purchased in October 1998. Previously, the Company included the results of
this graphic design Internet subsidiary in the North America geographic segment
because ArtToday's separate results were not material.

On January 28, 2000, IMSI announced that it was exiting the retail software
business, closing its German office and liquidating its European subsidiaries.
Earlier, in the first quarter of fiscal year 2000, the Company closed its United
Kingdom and French offices. Upon appointment of the liquidators, the liquidators
assumed control of IMSI's European subsidiaries. Therefore, the Company is no
longer consolidating these subsidiaries within its financial statements. For the
six months ended December 31, 1999, revenue from Europe was $3,078,000 and the
operating loss was $54,000. For the three months ended March 31, 2000, the
revenues and operating results were not material.

The loss on the disposition of the Company's foreign subsidiaries as a result of
liquidating the Company's European subsidiaries was $2,023,000. This loss
includes the $1,562,000 write-off of the parent Company inter-company accounts
receivable, the $68,000 write-off of the parent Company investment in the
foreign subsidiaries and the $393,000 write-off of the foreign subsidiaries net
assets. The liquidation process, which is proceeding according to the legal
requirements of the respective countries, may take up to one year to complete.
Future sales of our products in Europe, will occur primarily through third party
licenses with IMSI receiving royalties for such sales. Also, the Company has
executed several republishing agreements and will be receiving a percentage
share of net sales revenues. The Company does not anticipate any additional
costs pertaining to the closure of the European subsidiaries.

An important element of IMSI's strategy is to bring the Company's precision
design software, TurboCAD and FloorPlan 3D, to the Internet. The Company created
a separate division, HomeDesignToday.com, to execute this new strategy. Revenues
from this new division are not yet material, and, therefore, the Company is
including the results of this division in the North American segment.

The following tables report the segment information (in thousands):

<TABLE>
<CAPTION>
   Quarter Ended                ArtToday   Other North                                         Rest of    Elimina-
   March 31, 2000                 .Com       America          UK     Germany     Australia      World      tions         Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>              <C>      <C>         <C>           <C>        <C>           <C>
Net Revenues-external             $840       $ 1,948        $  --       $ --       $ 180        $ --       $   --       $ 2,968
            -internal               --            --                                --            --           --            --
Income (loss) before taxes         194        (5,629)          --         --        (152)         --           --        (5,587)
Income tax expense (credit)         --            --                                --             7           --             7
Net Income (loss)                  194        (5,629)          --         --        (159)         --           --        (5,594)
Identifiable assets               $544       $ 7,477        $  --       $ --       $ 112        $ --       $   --       $ 8,133
</TABLE>




                                       10
<PAGE>   11
<TABLE>
<CAPTION>
   Quarter Ended              ArtToday     Other North                                            Rest of    Elimina-
   March 31, 1999              .Com         America         UK         Germany      Australia      World       tions         Total
----------------------------------------------------------------------------------------------------------------------------------
     (restated)
<S>                          <C>           <C>            <C>          <C>          <C>           <C>        <C>           <C>
Net Revenues-external        $     5        $  5,905      $  759       $   (50)       $ 379        $  280     $  --       $  7,278
            -internal             --              --          --            --           --            --        --             --
Income (loss) before taxes      (422)         (5,716)        175          (967)          --           119        --         (6,811)
Income tax expense (credit)       --           2,934          --            --            9            26        --          2,969
Extraordinary loss                --            (959)         --            --           --            --        --           (959)
Net Income (loss)               (422)         (9,609)        175          (967)          (9)           93        --        (10,739)
Identifiable assets          $   670        $ 21,307      $1,181       $ 2,102        $ 870        $1,014     $  --       $ 27,144
</TABLE>


<TABLE>
<CAPTION>
  Nine Months Ended           ArtToday     Other North                                         Rest of      Elimina-
   March 31, 2000              .Com          America        UK       Germany     Australia      World        tions           Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>             <C>       <C>         <C>           <C>          <C>            <C>
Net Revenues-external         $ 2,147       $  8,028       $687      $ 1,696      $ 1,245        $1,081       $  --        $ 14,884
            -internal              --            712         --           --           --            --        (712)             --
Income (loss) before taxes        (24)       (16,191)       130         (124)         (52)          107          --         (16,154)
Income tax expense (credit)        --            503         --           --           23            (4)         --             522
Net Income (loss)                 (24)       (16,694)       130         (124)         (75)          111          --         (16,676)
Identifiable assets           $   544       $  7,477       $ --      $    --      $   112       $    --          --        $  8,133
</TABLE>



<TABLE>
<CAPTION>
  Nine Months Ended           ArtToday     Other North                                          Rest of     Elimina-
   March 31, 1999              .Com          America         UK        Germany     Australia     World       tions           Total
----------------------------------------------------------------------------------------------------------------------------------
     (restated)
<S>                           <C>          <C>             <C>         <C>         <C>          <C>         <C>           <C>
Net Revenues-external          $ 303        $ 21,553       $2,455      $ 3,335      $1,773       $1,829         $--       $ 31,248
            -internal             --           2,003           --           --          --           --      (2,003)            --
Income (loss) before taxes      (515)        (14,294)          18         (655)        234          110          --        (15,102)
Income tax expense (credit)       --             (29)          --           --          27           60          --            (58)
Extraordinary loss                --            (959)          --           --          --           --          --           (959)
Net Income (loss)               (515)        (15,224)          18         (655)        207           50          --        (16,119)
Identifiable assets            $ 670        $ 21,307       $1,181      $ 2,102      $  870       $1,014         $--       $ 27,144
</TABLE>

9.   BASIC AND DILUTED EARNINGS PER SHARE

Net loss and the weighted average number of shares outstanding (denominator)
used to calculate basic earnings per share are reconciled to the number of
shares used in calculating diluted earnings per share as follows (in thousands):

<TABLE>
<CAPTION>
                                           Three Months Ended              Nine Months Ended
                                         -----------------------        ------------------------
                                                 March 31,                     March 31,
                                         -----------------------        ------------------------
                                           2000            1999           2000            1999
                                         --------        -------        --------        --------
                                                       (restated)                      (restated)
<S>                                      <C>             <C>            <C>             <C>
Net loss                                  $(5,594)      $(10,739)       $(16,676)       $(16,119)
                                          =======        ========        ========        ========
Shares used to compute basic
   EPS                                      7,286          6,364           7,136           5,939
Add effect of dilutive securities:
   Convertible Note                         2,250             --           2,250              --
   Warrants                                   298             30             298              30
   Stock options                            2,237            914           2,237             690
                                          -------        -------        --------        --------
Shares used to compute diluted
   EPS*                                    12,071          7,308          11,921           6,659
                                          =======        =======        ========        ========
</TABLE>



                                       11
<PAGE>   12
* Not presented, as presentation would be anti-dilutive.

10.   COMPREHENSIVE INCOME (LOSS)

Comprehensive income includes changes in the balance of items that are reported
directly in a separate component of stockholders' equity on the condensed
consolidated balance sheets. The reconciliation of net loss to comprehensive
loss is as follows (in thousands):

<TABLE>
<CAPTION>
                                                    Three Months Ended             Nine Months Ended
                                                        March 31,                       March 31,
                                                  ----------------------        -----------------------
                                                   2000            1999            2000            1999
                                                  -------         -------        --------        --------
                                                                (restated)                      (restated)
<S>                                               <C>            <C>            <C>             <C>
Net Loss                                          $(5,594)       $(10,739)       $(16,676)       $(16,119)
                                                  =======        ========        ========        ========
Other comprehensive (loss) gain
   Foreign currency translation adjustments             2            (170)             12              29
                                                  -------        --------        --------        --------
Total comprehensive loss                          $(5,592)       $(10,909)       $(16,664)       $(16,090)
                                                  =======        ========        ========        ========
</TABLE>


11.   DE-LISTING FROM THE NASDAQ SMALL CAP MARKET

On November 24, 1999 Nasdaq granted IMSI an exception from the net tangible
listing requirement, allowing IMSI to transfer from the Nasdaq National Market
to the Nasdaq Small Cap Market, with the symbol IMSIC. IMSI transferred to the
Nasdaq Small Cap Market on November 30, 1999. To maintain our listing on the
Nasdaq Small Cap Market, IMSI was required to file on or before January 31, 2000
reports evidencing at least $7 million in net tangible assets with the
Securities Exchange Commission and Nasdaq. We notified Nasdaq on January 28,
2000 that we were unable to achieve this requirement. On January 31, 2000, IMSI
was delisted from the Nadsaq Small Cap Market and began trading on the OTC
Bulletin Board. Concurrently, the ticker symbol IMSI was appended with a "C". On
February 25, 2000, the ticker symbol IMSI was appended with an "E". On March 28,
2000, IMSI was delisted from the OTC Bulletin Board and began trading on the
National Quotation Bureau Pink Sheets, because the Company had failed to file
the December 31, 1999 Form 10-Q.

Our de-listing by Nasdaq may have an adverse and material effect on the price of
IMSI's stock and on the ability of IMSI's shareholders to sell their shares.
Securities laws could impose limitations on the liquidity of the common stock
traded on the Pink Sheets. The de-listing could also adversely affect IMSI's
ability to obtain additional debt and/or equity financing and may result in the
reduction in the amount and quality of securities analyst and news media
coverage of IMSI. De-listing is also a triggering event, allowing the holder of
the convertible subordinated note owing to BayStar to declare all sums due and
payable, as described in Note 6.

IMSI filed the December Form 10-Q on May 10, 2000, and the Company will file the
June 30, 1999 Form 10-K/A and September 30,1999 Form 10-Q/A on May 15. With the
filing of this March 31, 2000 Form 10-Q, IMSI should be in compliance with SEC
and Nasdaq requirements and expects to return to the OTC Bulletin Board before
the end of May.

12.   POTENTIAL PENALTIES FOR AGREEMENTS RELATING TO REGISTRATION OF SHARES

We agreed to file one or more registration statements covering the resale of the
shares described in Notes 6 and 7 to the consolidated financial statements in
our fiscal 1999 Form 10-K. These agreements included shares issued or issuable
with BayStar Capital L.P. ("BayStar"), The Learning Company (now owned by
Mattel, Inc., "TLC"), Capital Ventures International



                                       12
<PAGE>   13
("CVI"), and others. We have filed registration statements pursuant to these
agreements. The SEC Division of Corporate Finance has had, and may continue to
have, comments related to our recent filings. We are working with the SEC to
resolve these comments as soon as possible. However, as a result of delays in
the effectiveness of the registration statements, we are liable for financial
penalties or other payments under the terms of the agreements with TLC and
BayStar. The aggregate amount of these penalties or other payments could have a
material effect on our financial statements, business, liquidity and results of
operations.

BayStar

The BayStar Note and Warrant Agreement required that IMSI have a registration
statement declared effective by September 21, 1999 covering resale of the shares
issuable to BayStar. Under the Agreement IMSI is required to pay cash penalties
if it failed to effectively file the registration statement. The Company was not
able to comply, and, on November 17, 1999, BayStar notified IMSI that the
Company was in default under the 9% Subordinated Convertible Note due 2002
because IMSI failed to pay the cash penalties. Because of the default, BayStar
converted $507,767 of the Note and accrued interest into 253,884 shares of IMSI
common stock at $2 per share on December 2, 1999. IMSI has accrued the penalties
for both quarters ending December 31, 1999 and March 31, 2000.

TLC

In January 1999, IMSI and TLC agreed to amend the terms of the Org Plus
agreement to allow IMSI to settle the $1.8 million cash obligation by the
issuance of 200,000 shares of IMSI's common stock. In April 1999, IMSI and TLC
agreed that if TLC sells any shares within 30 days following the effectiveness
of a registration statement covering the 200,000 shares issued to TLC, IMSI will
pay TLC the difference between the sales price and $8.50 per share, such payment
to be made either in cash or by issuing shares based on the average share price
during the thirty day protection period, at IMSI's option. In September 1999,
IMSI and TLC orally agreed that, in consideration for 300,000 shares and the
waiver of a $200,000 receivable due from TLC, TLC would not terminate the April
agreement nor seek to reinstate the $1.8 million cash obligation and that TLC
would deem any claim that it may have for additional shares to be satisfied. No
written agreement was executed and no shares have been delivered.

In view of the length of time that has passed since TLC and IMSI reached a
verbal agreement, during which time IMSI's stock price has fallen and TLC's
current shares remain unregistered, it is unlikely that TLC will continue to
accept 300,000 shares in satisfaction of all claims. The nature of the claims
that TLC might assert based on the agreements described above, and the
resolution of these potential claims, is highly speculative. Based on the terms
of the April agreement, no penalties have been incurred. The price protection
feature of the April agreement is contingent and a charge will be taken at the
time the contingency is resolved.

IMSI is attempting to reach a negotiated settlement with BayStar and TLC,
including negotiations for the issuance of additional shares of common stock.
There can be no assurance that such negotiations will be successful. See Notes 6
and 7 to the consolidated financial statements in our Fiscal 1999 Form 10-K.

CVI

As a result of the partial conversion of the BayStar note in December 1999, CVI
was entitled to an adjustment of the purchase price under its stock purchase
agreement. In March 2000, CVI



                                       13
<PAGE>   14
and IMSI agreed to an adjusted price of $2.00 per share, equivalent to the value
at which Bay Star converted a portion of its convertible debt to common shares.
As a result of this agreement, CVI was entitled to a total of 2,500,000 shares
for its $5 million investment. Accordingly, IMSI issued CVI an additional
2,023,363 shares. Because the lowest trading price of IMSI's common stock from
March 1999 to March 2000 was $0.625 per share, CVI could have been entitled to a
total of 8,000,000 shares pursuant to the price adjustment provisions of the
original agreement, not the 2,500,000 ultimately received. Since this resolution
provides CVI with fewer shares than it was entitled to under the original
agreement, IMSI did not book any additional charge. IMSI has no further
obligation to issue any additional adjustment shares or to pay other
consideration to CVI and is relieved of making any further payments to CVI in
connection with not yet obtaining the effectiveness of the registration
statement.


Zedcor

The May 1999 amendments to the Zedcor Fee Agreement provide for the issuance of
additional shares if the average market price of IMSI stock is less than $8 per
share three days before the effective date of the registration of the shares.
This price protection applies only to the 190,797 shares issued for the (i)
conversion of the note balance into 150,321 shares, and (ii) the issuance of the
additional 40,476 shares under the May amendments to the Zedcor Fee Agreement.

In May 2000, IMSI and the former Zedcor shareholders executed a Settlement
Agreement and Mutual Release. This agreement stipulates that IMSI will issue to
the former Zedcor shareholders an additional 185,005 shares in settlement and
release of all claims between the parties. Under this agreement, the former
Zedcor shareholders have no right or option to require any payment in cash or to
receive additional shares. We have recorded a charge amounting to $139,000 in
the fourth quarter of 2000 for the value of the shares issued.


StarBase

On April 5, 2000, IMSI received a letter from StarBase, which in March 1999
received 10,750 shares of common stock to satisfy a $121,000 debt, seeking a
reinstatement of the debt due to the lack of registration of the shares issued
to StarBase. The Company has reviewed this claim and believes that the agreement
does not provide StarBase with the requested remedy. The



                                       14
<PAGE>   15
Company has received no further communications from StarBase. However, even if
StarBase were to pursue its claim, any impact on the Company would be
immaterial.

13.   ADVERSE AWARD IN IMAGELINE ARBITRATION

On January 14, 2000, Imageline, Inc. received a $2.6 million arbitration award
against IMSI for intellectual property violations and attorneys fees. The award
is comprised of $1.2 million in actual damages, $1.2 in punitive damages and $.2
million in attorneys' fees. IMSI is appealing the award in the federal district
court in Richmond, VA. See Note 17 to IMSI's consolidated financial statements
contained in IMSI's Annual Report on Form 10-K for the fiscal year ended June
30, 1999.

In April, IMSI and Imageline initiated negotiations to settle the award. The
proposed settlement includes a cash payment of $170,000 upon execution of the
agreement, three subsequent payment of $75,000, a consulting agreement,
warrants, payment of legal fees and royalties on certain sales of MasterClips.
While IMSI and Imageline appear to be close to agreement, there can be no
assurance that the Company will successfully settle this matter.

14.   CHANGES IN BUSINESS, MANAGEMENT AND THE BOARD OF DIRECTORS

On February 15, 2000, Geoffrey Koblick was named president, chief executive
officer, chief financial officer and a member of the IMSI's board of directors.
Geoffrey Koblick, who founded IMSI in 1983, stepped down as chief operating
officer and chairman of the board in May of 1999. Geoffrey Koblick replaced
Costa John, who served as president, chief executive officer and chief financial
officer. In addition, Mark Boyer, a principal in ROI capital, one of IMSI's
largest shareholders, was also appointed to the board of directors. IMSI's other
directors, Costa John, Bill Lane, Abe Ostovsky and Lisa Crane resigned on
February 15, 2000. See Form 8-K dated February 15, 2000. On February 17, 2000,
Jeffrey Morgan joined IMSI as chief financial officer, assuming the
responsibilities of that position from Geoffrey Koblick.

15.   ESTABLISHMENT OF CREDITORS' COMMITTEE

On February 18, 2000, under the guidance of CMA Business Credit Services, IMSI
held a formally noticed general meeting of its creditors. At this meeting the
creditors elected a committee to represent creditor interests. The committee
agreed to give IMSI a 120 day stand-still period to prepare and present a plan
to the creditors for paying off its debts. We are currently in the process of
preparing this plan. In conjunction with these actions, we have ceased interest
and principal payments on all borrowings, debt or other interest bearing
obligations, with the exception of monthly interest payments to Union Bank of
California on the outstanding line of credit. Accordingly, we are in default on
various covenants of these agreements.

16.   CLOSING OF EUROPEAN SUBSIDIARIES

On January 28, 2000, IMSI announced that it is exiting the retail software
business. As a result, IMSI began closing its German office and liquidating its
European subsidiaries. In the first quarter of fiscal year 2000, the Company
closed the United Kingdom and French office. Although IMSI has ceased our
European operations, the liquidation process, which is proceeding according to
the legal requirements of the respective countries, may take up to one year to
complete. Upon appointment of the liquidators, the liquidators assumed control
of the European subsidiaries, and, therefore, IMSI is no longer consolidating
these subsidiaries within its financial statements. For the six months ended
December 31, 1999, revenue from Europe was



                                       15
<PAGE>   16
$3,078,000 and the operating loss was $54,000. For the three months ended March
31, 2000, the revenues and operating result were not material. The loss on the
disposition of foreign subsidiaries as a result of liquidating the Company's
European subsidiaries is $2,023,000. Once the liquidation is complete, future
sales of IMSI's products in Europe will occur through third parties paying the
Company primarily on a royalty basis.

17.   SUBSEQUENT EVENTS

Software License Agreements

In March, IMSI executed an agreement to license the object code and source code
of the Company's TurboProject and Flow programs for $350,000. The license is
worldwide, perpetual and non-exclusive. IMSI did not complete the delivery of
all necessary program documentation until May and, therefore, did not recognize
the revenues in March but in May. As of the date of this Form 10-Q, IMSI has
received $175,000 and expects to receive the remaining $175,000 before
month-end.

In April, IMSI entered into a similar agreement with another firm to license the
object code and source code of the Company's Lumiere program for $120,000. IMSI
completed delivery of all documentation and received full payment in April.



                                       16
<PAGE>   17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following information should be read in conjunction with the consolidated
financial statements and the notes thereto and in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in
IMSI's Fiscal 1999 Form 10-K. This quarterly report on Form 10-Q, and in
particular this "Management's Discussion and Analysis of Financial Condition and
Results of Operations," may contain forward-looking statements regarding future
events or the future performance of IMSI. These future events involve certain
risks and uncertainties including those discussed in the "Other Factors That May
Affect Future Operating Results" section of this Form 10-Q, as well as in IMSI's
Fiscal 1999 Form 10-K, as filed with the Securities and Exchange Commission
("SEC"). Actual events or the actual future results of IMSI may differ
materially from any forward-looking statements due to such risks and
uncertainties. IMSI assumes no obligation to update these forward-looking
statements to reflect actual results or changes in factors or assumptions
affecting such forward-looking statements. This analysis is not intended to
serve as a basis for projection of future events.

RESULTS OF OPERATIONS

IMSI reported a net loss of $5,594,000 or ($.77) per share for the quarter ended
March 31, 2000 and a net loss of $16,676,000, or ($2.34) per share for the nine
months ended March 31, 2000. This compares to a net loss of $9,692,000 or
($1.52) per share for the quarter ended March 31, 1999 and a net loss of
$15,104,000 or ($2.54) per share for the nine months ended March 31, 1999. We
reported an operating loss of $1,490,000 and $9,372,000 for the three and nine
months ending March 31, 2000, respectively. This compares to an operating loss
of $6,231,000 and $13,983,000 for the three and nine months ended March 31,
1999.

NET REVENUES

Net revenues for the three month and nine month periods ended March 31, 2000
were $2,968,000 and $14,884,000, respectively. This compares to net revenues of
$7,281,000 and $30,902,000 for the same periods in the previous fiscal year.
This change represents a decrease in net revenues of 59% and 52% for the three
and nine months periods, respectively. Sales have continued to decline since
IMSI reported net revenues of $16,738,000 for the quarter ending June 30, 1998.

Due to the rapid and continuing decline of IMSI's retail software sales, we
announced on January 28, 2000 that we would be exiting the retail software
business. Because our sales revenue no longer supported the existing level of
overhead, we discontinued our European operations and consolidated our domestic
and Canadian offices into our facilities in Novato, California and Tucson,
Arizona. We will continue to sell software by direct mail and electronic
download for as long as these sales generate net cash. Also, we have executed
and are continuing to pursue repackaging agreements, non-exclusive sales of
source code and licensing arrangements to grow revenues. IMSI's longer term
strategy is to derive a majority of the Company's future revenues from our
precision design and graphic design websites.
Product revenues in absolute dollars and as a percentage of total revenues for
each of IMSI's principal product categories were as follows (in thousands):




                                       17
<PAGE>   18

<TABLE>
<CAPTION>
                                   Three Months Ended March 31,                           Nine Months Ended March 31,
                         ------------------------------------------------     --------------------------------------------------
                          2000                        1999                      2000                          1999
                         -------------------        ---------------------     ----------------------        --------------------
                            $            %              $             %          $               %             $              %
                         ------        -----        -------         -----     --------         -----        --------         ---
<S>                      <C>           <C>          <C>             <C>       <C>              <C>          <C>              <C>
Precision Design            592           20%         4,398            60%       4,703            32%          8,376          27%
Graphic Design            1,223           41%         2,334            32%       5,757            39%          8,950          29%
Business Applications       471           16%           568             8%       4,265            29%         11,665          37%
Utilities                   548           18%           688             9%       3,033            20%          3,635          12%
Other Products               85            3%           147             2%         984             7%          3,290          11%
Sales Reserves               48            2%          (857)          -12%      (3,857)          -26%         (4,668)        -15%
                         ------        -----        -------         -----     --------         -----        --------         ---
Net Revenues             $2,968          100%       $ 7,278           100%    $ 14,884           100%       $ 31,248         100%
                         ======        =====        =======         =====     ========         =====        ========         ===
</TABLE>

Product category revenues are shown gross without sales reserves recorded in the
respective periods for returns, price discounts and rebates. Sales reserves are
based on estimates of future activity and by their nature are subject to certain
risks and uncertainties. In the past these risks and uncertainties have caused
actual results to differ materially from estimates. Since IMSI is no longer
selling product to channel resellers, the risks and uncertainties for IMSI
related to future returns, price discounts and rebates are significantly
reduced.

Net revenues in all categories for both the three months ended and nine months
ended March 31, 2000 declined from the revenues in the same periods last year.
The declines reflect IMSI's decision, in January, to exit the retail software
business and end all relations with the Company's channel resellers. While the
Company is now attempting to rebuild these sales through licensing and
republishing agreements, these efforts had no impact on third quarter 2000 sales
revenues.

Net revenues in the precision design category decreased for the three-month
period ended March 31, 2000 by $3,806,000 or 87% from the comparable period in
fiscal 1999. The decline is due to a decrease in TurboCad and FloorPlan sales as
explained above. However, pursuant to IMSI's strategy of supporting its
precision design line of product and growing its internet business, net revenues
in this category should increase substantially during the next quarter and the
next fiscal year with the release of newer versions of TurboCad and FloorPlan.

For the three-month period ended March 31, 2000, net revenue in the graphic
design category decreased by $1,111,000 or 48% from the comparable period in
fiscal year 1999. The decline in this category is due to a decrease in the sales
of the primary product within this category, MasterClips. In February, IMSI
ceased all sales of MasterClips to comply with the court's ruling to uphold the
Imageline Arbitration judgement. ArtToday, contributed net revenue of $840,000
within this category during the quarter ended March 31, 2000.

Revenues in the business applications category decreased by $97,000 or 17% in
the three-month period ended March 31, 2000 as compared to the same period in
fiscal year 1999. TurboProject and HiJaak sales decreased compared to the same
period for the prior fiscal year. Moreover, consistent with IMSI's restructuring
plan, a number of other non-core products within this category were not upgraded
or actively marketed contributing to the decline in revenue.

For the three month period ended March 31, 2000, revenues in the utilities
category decreased by $140,000 or 20% as compared to the same period in fiscal
1999. In the United States particularly, intense price competition and rebate
programs have negatively impacted these consumer oriented software products.
Consistent with IMSI's restructuring plan, the utilities products are also not
being updated or actively marketed.

Revenues in the other products category decreased by $62,000 or 42% for the
three month period ended March 31, 2000 as compared to the same period in fiscal
year 1999. The decrease was primarily due to the discontinuation of products
within this category.



                                       18
<PAGE>   19
For the three month period ended March 31, 2000 net revenues from domestic sales
were $2,788,000. This is a decrease of $2,871,000 or 50.7% from net domestic
sales revenues of $5,659,000 during the same period in the previous year. During
the third quarter of fiscal year 2000, net revenues from domestic sales climbed
to 93.9% of total net revenues as compared to 77.8% of total net revenues for
the comparable period in the previous fiscal year. This increase reflects the
Company's decision in January to discontinue all European and South African
operations.

Net revenues from international sales declined by $1,442,000 or 88.9% to
$180,000 for the three month period ended March 31, 2000. For this quarter, net
revenues from international sales were only 6.1% of total net sales. This is a
substantial decline from last year when net revenues from international sales
were 22.3 % of total net revenues.

Australia accounted for all of IMSI's international net revenues in the
three-month period ended March 31, 2000. As a result of our decision in January
2000 to liquidate our European operations, we are no longer consolidating our
European subsidiaries. This change resulted in a loss of $2,023,000 from the
write off of inter-company receivables and investment in subsidiaries. See Note
8 to the condensed consolidated financial statement for segment information.

With the liquidation of the Company's European subsidiaries, the risks
associated with transactions in foreign currencies have been substantially
reduced. Nonetheless, our operating results may be affected by the risks
customarily associated with international operations, including changes in the
value of the dollar versus other currencies, increases in duty rates, exchange
or price controls, longer collection cycles, government regulations, political
instability and changes in international tax laws.

In the second quarter of fiscal 2000, TechData terminated its distribution
agreement with IMSI as a result of a disagreement over payment terms. The
Company's distributorship agreement with TechData allowed for product returns
upon termination. In December 1999 and January 2000, the Company received total
returns of approximately $522,000. IMSI's agreement with TechData required us to
accept returns of the products in TechData's inventory at the price paid by
TechData less any subsequent returns or credits, provided that the products have
been unopened and are in their original factory sealed packages. To date, we
have credited TechData for only $25,000 of valid returns because IMSI believes
the remainder of the product inventory returned by TechData did not meet these
conditions. TechData has contested our right to refuse the balance of the
returns.

IMSI's receivable balance from TechData as of March 31, 2000 was approximately
$650,000, and the Company has reserved all of this receivable as a bad debt. The
Company is currently in negotiations with TechData to resolve this issue. We do
not anticipate paying a cash refund to TechData for returned product.

On December 31, 1999, IMSI wrote down the entire inventory returned to IMSI by
Tech data, which had been valued at $25,010 to zero.

PRODUCT COSTS

For the three months ended March 31, 2000, product costs decreased $3,780,000 to
$1,295,000 as compared to $5,075,000 for the same period in 1999. The reduction
in product costs is associated with the decrease in sales. As a percentage of
revenue, product costs decreased from



                                       19
<PAGE>   20
69.7% to 43.6%, when compared to the same period in the previous fiscal year.
This reflects in part the reduction in fixed product costs generated by the
closing of the Company's Vacaville distribution center and the associated
termination of employees. In addition the recognition of deferred revenues
during the quarter ended March 31, 2000 were a greater proportion of total
revenues than during the same quarter last year. Similarly, ArtToday accounted
for a greater share of revenues this quarter, and their cost of sales is lower
than the parent Company's.

Product costs include royalty fees and the amortization of capitalized software
and license fees. IMSI amortizes capitalized software development costs and
license fees on a product-by-product basis. The amortization for each product is
the greater of the amount computed using (a) the ratio of current gross revenues
to the total of current and anticipated future gross revenues for the product or
(b) the economic life of such product. Generally, capitalized software
development costs are amortized over a maximum of 18 to 36 months, and license
fees are amortized over a maximum of 36 months.

SALES AND MARKETING

Sales and marketing expenses for the three months ending March 31, 2000
decreased $3,563,000 or 82.6% to $749,000 as compared to the same period in the
previous fiscal year. Sales and marketing expenses for the nine months ending
March 31, 2000 decreased $10,368,000 or 67.3% to $5,034,000 as compared to the
same period in the previous fiscal year. As a percentage of net revenues, sales
and marketing expenses for the three and nine month periods ending March 31,
2000, were 25.2% and 33.8%, respectively, as compared with 59.2% and 49.3%,
respectively, for the previous fiscal year. The decrease in dollar and
percentage amounts is primarily due to a reduction in advertising, marketing
staff, merchandisers, corporate sales representatives and other sales overhead
expenses. Sales and marketing expenses should continue to decline in future
periods as a result of the Company's exit from the retail software business.

GENERAL AND ADMINISTRATIVE

General and administrative expenses for the three months ending March 31, 2000
decreased $368,000 or 16.7% to $1,833,000. For the nine months ending March 31,
2000, general and administrative expenses increased $983,000 or 17.1% to
$6,726,000 compared to the same period in the previous fiscal year. The increase
in the nine month period ended March 31, 2000 is due primarily to increased
professional fees and legal expenses incurred in connection with our
restructuring, the restatement of financial results, the Imageline arbitration
and efforts to achieve effectiveness of our registration statements. This
increase in general and administrative expenses also reflects higher accruals
for bad debt expense associated with our exit from the retail software market.

General and administrative expenses for the three and nine month periods ending
March 31, 2000, were 61.8% and 45.2 %, respectively, of net revenues. This
compares with 30.2% and 18.4%, respectively, for the previous fiscal year. The
large increases in general and administrative expenses as a percent of net
revenue is primarily attributable to a lower net revenue base and the fixed
nature of these expenses. Our wholly owned Internet subsidiary, ArtToday, had
operating expenses of $478,000 that included general and administrative expense
of $266,000. Due to employee layoffs and facility closures at IMSI in February
2000, general and administrative expenses declined significantly.

RESEARCH AND DEVELOPMENT



                                       20
<PAGE>   21
Research and development expenses for the three months ended March 31, 2000
decreased $1,102,000 or 54.9% to $907,000. For the nine months ending March 31,
2000, research and development expenses decreased $3,069,000 or 47.4% to
$3,399,000. As a percentage of net revenues, research and development expenses
for the three and nine month periods ending March 31, 2000, were 30.6% and
22.8%, respectively, as compared with 27.6% and 20.7%, respectively, for the
previous fiscal year. The reduction in absolute amounts reflects the cost
containment efforts, including a reduction in headcount, and the reduction in
the number of products under development as part of the streamlining of IMSI's
product offerings. The increase as a percentage of net revenues reflects the
need to maintain a core research and development resource to implement IMSI's
Internet strategy.

OTHER EXPENSE, NET

Other expense, net, which consists of interest expense on short and long-term
borrowings, financing penalties, and net gains or losses on foreign currency
transactions, decreased from $492,000 to $286,000 for the three month period
ended March 31, 2000 compared to the same period of the previous fiscal year.
For the nine months ended March 31, 2000, other expense, net, increased from
$1,197,000 to $1,810,000 from the previous fiscal year. Other expense, net for
the quarter ending March 31, 2000 includes $135,000 in penalties owed to Bay
Star related to registration requirements in the share purchase agreements. See
Note 12 to the Condensed Consolidated Financial Statements.

LOSS ON DISPOSITION OF FIXED ASSETS

During the nine months ended March 31, 2000, IMSI has undergone closure of
facilities and significant personnel reductions. Consequently, a large
percentage of the furniture and equipment are now surplus and will be
liquidated. Additionally, building improvements have been abandoned and
written-off.

PROVISION FOR INCOME TAXES

IMSI did not record a tax benefit in the three or nine month periods ending
March 31, 2000 for our domestic tax losses because of the uncertainty of
realization. Our effective tax rate was 40.8% for the three month period and
(0.2)% for the nine month period ending March 31, 1999. We adhere to Statement
of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes,"
which requires an asset and liability approach to financial accounting and
reporting for income taxes. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized.

For the three months ended March 31, 2000, IMSI had income tax expense of $7,000
at its Australian subsidiary. For the nine months ended March 31, 2000, IMSI has
written-off all deferred benefits because of the uncertainty of the realization
of any benefit as the Company continues to experience losses.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000, we had $886,000 in cash and cash equivalents, a decline of
$2,795,000 from our cash and cash equivalents balance of $3,681,000 at June 30,
1999. Working capital declined by $17,762,000 from a negative $1,227,000 at June
30, 1999 to a negative $18,989,000 at March 31, 2000.



                                       21
<PAGE>   22
Despite our net loss of $16,676,000 for the nine months ending March 31, 2000,
operating activities used net cash of only $1,891,000 during this period. The
lower amount is primarily due to the collection of accounts receivable,
reduction in inventories, advance payments on republishing agreements and an
income tax refund. In February, the Company received an additional $335,000 in
income tax refunds bringing the total for the year to $3.7 million.
Our investing activities during the nine months ended March 31, 2000, generated
net cash of $1,309,000. Sales of non-core product lines provided $1,555,000, and
purchases of equipment and technology consumed $246,000.

Our financing activities used net cash of $2,221,000 for the nine-month period
ended March 31, 2000. In addition to making capital lease obligation payments,
we repaid Union Bank's $750,000 term loan and paid down the bank's non-revolving
reducing loan to us (our former credit line) by $820,000.

The loans with Union Bank were due on September 30, 1999. A balance of
$4,600,000 on the non-revolving reducing loan remains unpaid. Under the terms of
the loan agreement, Union Bank can declare the loan to be immediately due and
payable and can commence immediate enforcement and collection actions.
Enforcement and collection actions by Union Bank would have a material adverse
effect on IMSI's ability to continue as a going concern.

We will require additional working capital to meet our ongoing operating
expenses, to execute our continued transition to the Internet, to develop new
products, and to conduct other activities. We believe that our existing cash and
cash equivalents will be insufficient to satisfy IMSI's working capital and
capital expenditure requirements over the next 12 months. The large accumulated
losses of IMSI and the negative shareholder's equity of $14,693,000 as of March
31, 2000 will make it difficult for IMSI to obtain new debt or equity financing.
See Note 2 to the condensed consolidated financial statements concerning
realization of assets and basis of presentation.

To a large extent, IMSI planned to meet its working capital needs in the current
fiscal year through the sale or license of the rights to its non-core products.
In August 1999, IMSI sold the rights to the Easy Language product for $1.7, and,
in January 2000, the Company sold PeopleScheduler for $55,000. IMSI has engaged
in, and will continue to engage in, discussions with third parties concerning
the sale or licensing of remaining non-core product lines. The sale or licensing
of the rights to these products is consistent with our strategy of focusing on
our core products while transitioning to the Internet. This strategy also
includes reducing our costs through manufacturing and warehouse outsourcing,
facilities consolidation, and personnel reductions. No assurance can be given
that we will be successful in these efforts.

Under the guidance of CMA Business Credit Services, on February 18, 2000 IMSI
held a formally noticed general meeting of its creditors. At this meeting a
committee was elected to represent creditor interests. The committee agreed to
give IMSI a 120 day stand-still period to prepare and present a plan to the
creditors for paying off its debts.

Our forecast period of time through which our financial resources will be
adequate to support our working capital and capital expenditure requirements is
a forward-looking statement that involves risks and uncertainties, and actual
results could vary. The factors described in "Risk Factors", here and in our
Fiscal 1999 Form 10-K, will affect our future capital requirements and the
adequacy of our available funds. No assurance can be given that needed financing
will be available on terms attractive to us, or at all. Furthermore, any
additional equity financing, if available, may be dilutive to shareholders, and
debt financing, if available, may involve



                                       22
<PAGE>   23
restrictive covenants. If IMSI fails to raise capital when needed, then lack of
capital will hamper our ability to continue as a going concern.

IMSI had no material commitments for capital expenditures as of March 31, 2000.

IMSI's international revenues are generally denominated in the foreign
currencies of IMSI's subsidiaries. Consequently, a decrease in the value of a
relevant foreign currency in relation to the U.S. dollar can adversely affect
IMSI's net revenues. Further, a decrease in the value of a relevant foreign
currency in relation to the U.S. dollar occurring after sale and before receipt
of payment by IMSI would have an adverse effect on IMSI's results of operations
and cash flows. IMSI had a $8,000 and $29,000 foreign exchange gain, in the nine
months periods ending March 31, 2000 and 1999, respectively.

OTHER FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

For further discussion please refer to the subheading "Future Performance and
Additional Risk Factors" in the Fiscal 1999 Form 10-K.

OPERATING RESULTS REFLECT CONTINUED LOSSES IN THE THIRD QUARTER OF FISCAL 2000.
IMSI continues to experience deteriorating operating results due to a variety of
factors. The following table shows IMSI's operating income (loss) and net INCOME
(LOSS) for the periods presented (in thousands), as restated:

<TABLE>
<CAPTION>
                                 OPERATING INCOME          NET INCOME
QUARTER ENDING                        (LOSS)                 (LOSS)
--------------                   ----------------          ----------
<S>                              <C>                       <C>
Fiscal 1998 (Restated)
  September 30                        $(4,668)               $(3,114)
  December 31                           2,140                  1,220
  March 31                              1,894                  1,000
  June 30                                 720                    524
                                     --------               --------
                                     $     86                  $(370)
                                     ========               ========

Fiscal 1999 (Restated)
  September 30                        $(1,483)               $(1,106)
  December 31                          (6,105)                (4,274)
  March 31                             (6,319)               (10,739)
  June 30                              (9,983)               (10,847)
                                     --------               --------
                                     $(23,890)              $(26,966)
                                     ========               ========

Fiscal 2000
  September 30                        $(2,814)               $(1,853)
  December 31                          (5,069)                (9,229)
  March 31                             (1,490)                (5,594)
</TABLE>

We experienced growth during fiscal 1997 and earlier years. However, starting in
fiscal year 1998, our operating results began to steadily worsen. While the
Company substantially reduced the operating loss in the third quarter, IMSI
continues to lose money in fiscal year 2000. The trend of continued losses
raises the question of our ability to continue as a going concern.



                                       23
<PAGE>   24
Factors that may cause fluctuations of, or a continuing decline in, operating
results in the future include the market factors and competitive factors
described at page 23 in our Fiscal 1999 Form 10-K, under "Future Performance and
Additional Risk Factors."


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

IMSI is exposed to the impact of interest rate and, to a very minor degree,
foreign currency fluctuations. IMSI's objective in managing its exposure to
interest rate changes and foreign currency fluctuations is to limit the impact
of interest rate changes on earnings and cash flow and to lower its overall
borrowing costs. IMSI's major market risk exposure is changing interest rates in
the United States, which would change interest expense on our non-revolving,
reducing loan. IMSI does not hedge foreign currency risk.




                                       24
<PAGE>   25
PART II - OTHER INFORMATION

ITEM 1.   Legal Proceedings

On April 23, 1998 IMSI began arbitration proceedings against Imageline, Inc.
("Imageline") before the American Arbitration Association in San Francisco,
California. IMSI requested that all matters within the scope of the agreements
between Imageline and IMSI be resolved by arbitration, including a dispute in
which Imageline sued Mindscape, Inc. for alleged copyright infringement, for
which IMSI may be required to indemnify Mindscape, in whole or in part. IMSI
further requested that the arbitration decide the rights and liabilities of the
parties, and the validity of the copyrights under which Imageline asserted its
claims against IMSI. IMSI also requested compensatory damages and attorney's
fees.

On August 12, 1999 Imageline filed a counterclaim in the arbitration, alleging
breach by IMSI of an agreement between the parties, including unauthorized
sublicensing, and instituting arbitration proceedings without notice and
opportunity to cure. Imageline requested liquidated damages, alleged to be more
than $200,000, compensatory damages of at least $500,000, punitive damages,
legal fees, interest and costs.

On January 14, 2000, Imageline received a $2.6 million arbitration award against
IMSI for intellectual property violations. IMSI is appealing the award in the
federal district court in Richmond, VA. And is also conducting negotiations to
settle the award for a lesser amount.

ITEM 2. Changes in Securities and Use of Proceeds

Not Applicable

ITEM 3. Defaults upon Senior Securities

We are in default of our non-revolving reducing loan to Union Bank of California
and our subordinated convertible note to BayStar Capital L.P. See Note 6 to the
condensed consolidated financial statements, at page 8 above.

ITEM 4. Submission of Matters to a Vote of Security Holders

Not Applicable

ITEM 5. Other Information

On January 31, 2000, IMSI was delisted form the Nadsaq Small Cap Market. See
Note 11 to the condensed consolidated financial statements, at page 11 above.

ITEM 6. Exhibits and Reports on Form 8-K

Exhibits

           27.1     Financial Data Schedule

No report on Form 8-K was filed during the quarter ended March 31, 2000.



                                       25
<PAGE>   26
                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

DATE: August 10, 2000             INTERNATIONAL MICROCOMPUTER SOFTWARE, INC.





                                  By: /S/  GEOFFREY KOBLICK
                                      ------------------------------------------
                                      Geoffrey Koblick
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



                                  By: /S/ JEFFREY MORGAN
                                      ------------------------------------------
                                      Jeffrey Morgan
                                      Chief Financial Officer
                                      (Principal Accounting Officer)



                                       26