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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 1)



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(Mark One)



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2003



or



| ̈ |  | TRANSITION REPORT PURSUANT OF SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 000-50082



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IMPAC MEDICAL SYSTEMS, INC.



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3109238                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



100 West Evelyn
Avenue, Mountain View, California 94041

(Address of principle executive offices)



(650) 623-8800

(Registrants telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last
report)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter 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



Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). ̈Yes    x  No



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ̈



APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date.



Common Stock
outstanding as of July 29, 2003                9,709,913



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Explanatory Note



The purpose of this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q of IMPAC Medical Systems, Inc. (the Company) for the
quarter ended June 30, 2003 is to restate our consolidated financial statements at and for the three and nine months ended June 30, 2003 and 2002, and related disclosures, including the selected financial data included herein as of and for the three
and nine months ended June 30, 2003 and 2002.



Generally, no
attempt has been made in this Amendment No. 1 to modify or update other disclosures presented in the original report on Form 10-Q except as required to reflect the effects of the restatement. This Form 10-Q/A generally does not reflect events
occurring after the filing of the original Form 10-Q or modify or update those disclosures affected by subsequent events. Information not affected by the restatement is unchanged and reflects the disclosures made at the time of the original filing
of the Form 10-Q on August 5, 2003. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made subsequent to the filing of the original Form 10-Q, including any amendments to those filings. The following items have been
amended as a result of the restatement:



| |  |  | Part I  Item 1  Condensed Consolidated Financial Statements;
| | - |  | --------------------------------------------------------------



| |  |  | Part I  Item 2  Managements Discussion and Analysis of Financial Condition and Results of Operations;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | Part I  Item 4  Controls and Procedures; and
| | - |  | ----------------------------------------------



| |  |  | Part II  Item 6  Exhibits and Reports on Form 8-K.
| | - |  | ----------------------------------------------------



Our Chief Executive Officer and Chief Financial Officer have also reissued their certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act.



We have restated our financial results for the three and
nine months ended June 30, 2003 and 2002 to conform certain of our revenue recognition policies to Statement of Position (SOP) 97-2 Software Revenue Recognition. As a result of the restatement, some previously recognized revenues have
been shifted to later quarters and others have been reclassified to deferred revenue and will be recognized in periods subsequent to June 30, 2003 in accordance with SOP 97-2. The restatement does not impact previously reported total cash flows from
operations. As a result of the impact of changes in the timing of revenue recognition, net sales decreased by $865,000 and $1.2 million in the three months ended June 30, 2003 and 2002, respectively, and by $4.6 million and $3.3 million in the nine
months ended June 30, 2003 and 2002, respectively, with corresponding increases in deferred revenue. We also revised the related direct incremental commission expense and certain direct incremental travel expenses associated with installations at
customer sites as well as the federal income tax provision (benefit) and allowance for doubtful accounts. Net income decreased by $450,000 and $503,000 in the three months ended June 30, 2003 and 2002, respectively, and by $2.4 million and $1.7
million in the nine months ended June 30, 2003 and 2002, respectively.



Additional detail regarding the restatement is included in Note 7 of the Notes to the Condensed Consolidated Financial Statements included in Item 1 of this Amendment No. 1 on Form 10-Q/A.



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TABLE OF CONTENTS



|                              |  |                                                                                                            |  |     
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                            |  | Page
|PART I. FINANCIAL INFORMATION
|                              |  |                                                                                                           
|Item 1.                       |  | Condensed Consolidated Financial Statements (unaudited)                                                    |  | 1   
|                              |  |                                                                                                           
|                              |  | Condensed Consolidated Balance Sheets as of June 30, 2003 and September 30, 2002                           |  | 1   
|                              |  |                                                                                                           
|                              |  | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2003 and 2002 |  | 2   
|                              |  |                                                                                                           
|                              |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2003 and 2002           |  | 3   
|                              |  |                                                                                                           
|                              |  | Notes to Condensed Consolidated Financial Statements                                                       |  | 4   
|                              |  |                                                                                                           
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                      |  | 12  
|                              |  |                                                                                                           
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                 |  | 23  
|                              |  |                                                                                                           
|Item 4.                       |  | Controls and Procedures                                                                                    |  | 24  
|                             
|PART II. OTHER INFORMATION   
|                              |  |                                                                                                           
|Item 1.                       |  | Legal Proceedings                                                                                          |  | 26  
|                              |  |                                                                                                           
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                                  |  | 26  
|                              |  |                                                                                                           
|Item 3.                       |  | Defaults Upon Senior Securities                                                                            |  | 26  
|                              |  |                                                                                                           
|Item 4.                       |  | Submission of Matter to a Vote of Securities Holders                                                       |  | 26  
|                              |  |                                                                                                           
|Item 5.                       |  | Other Information                                                                                          |  | 26  
|                              |  |                                                                                                           
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                           |  | 26  
|                              | 
|Signatures                    |  | 27                                                                                                        



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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995.



The statements contained in this Form 10-Q/A that are not purely historical
are forward looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, including statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. Forward looking statements
include statements regarding our business strategy, timing of, and plans for, the introduction of new products and enhancements, future sales, market growth and direction, competition, market share, revenue growth, operating margins and
profitability. All forward looking statements included in this document are based upon information available to us as of the date hereof, and we assume no obligation to update any such forward looking statement. Actual results could differ
materially from our current expectations. Factors that could cause or contribute to such differences include our ability to expand outside the radiation oncology market or expand into international markets, lost sales or lower sales prices due to
competitive pressures, ability to integrate our products successfully with related products and systems in the medical services industry, reliance on distributors and manufacturers of oncology equipment to market our products, and other factors and
risks discussed in the Companys reports filed by the Company from time to time with the Securities and Exchange Commission.



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PART I. FINANCIAL INFORMATION



Item 1. Condensed Consolidated Financial Statements (unaudited)



IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                              |  |                         |        |   |                   |   |        |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ------ | - | ----------------- | - | ------ | -
|                                                                                                                              |  | June 30,      2003      |        |   | September 30,2002 |  
|(In thousands)                                                                                                                |  | (Restated) (See Note 7) |       
|Assets                                                                                                                        |  |                         |        |   |                   |   |        |  
|Current assets:                                                                                                               |  |                         |        |   |                   |   |        |  
|Cash and cash equivalents                                                                                                     |  | $                       | 57,602 |   |                   | $ | 23,432 |  
|Available-for-sale securities                                                                                                 |  |                         | 222    |   |                   |   | 385    |  
|Accounts receivable, net                                                                                                      |  |                         | 12,074 |   |                   |   | 8,086  |  
|Inventories                                                                                                                   |  |                         | 84     |   |                   |   | 86     |  
|Deferred income taxes, net                                                                                                    |  |                         | 5,715  |   |                   |   | 4,098  |  
|Income tax refund receivable                                                                                                  |  |                         | 620    |   |                   |   | 686    |  
|Prepaid expenses and other current assets                                                                                     |  |                         | 4,159  |   |                   |   | 4,316  |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Total current assets                                                                                                          |  |                         | 80,467 |   |                   |   | 41,089 |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Available-for-sale securities                                                                                                 |  |                         | 2,615  |   |                   |   | 3,156  |  
|Property and equipment, net                                                                                                   |  |                         | 3,782  |   |                   |   | 3,379  |  
|Deferred income taxes                                                                                                         |  |                         | 864    |   |                   |   | 864    |  
|Goodwill and other intangible assets, net                                                                                     |  |                         | 1,642  |   |                   |   | 1,892  |  
|Other assets                                                                                                                  |  |                         | 458    |   |                   |   | 341    |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Total assets                                                                                                                  |  | $                       | 89,837 |   |                   | $ | 50,721 |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Liabilities, Redeemable Convertible Preferred Stock, Common Stock Subject to Rescission Rights and Stockholders Equity       |  |                         |        |   |                   |   |        |  
|Current liabilities:                                                                                                          |  |                         |        |   |                   |   |        |  
|Customer deposits                                                                                                             |  | $                       | 9,481  |   |                   | $ | 9,829  |  
|Accounts payable                                                                                                              |  |                         | 1,285  |   |                   |   | 872    |  
|Accrued liabilities                                                                                                           |  |                         | 2,756  |   |                   |   | 3,252  |  
|Income taxes payable                                                                                                          |  |                         | 2,048  |   |                   |   | 1,950  |  
|Deferred revenue                                                                                                              |  |                         | 24,876 |   |                   |   | 18,043 |  
|Capital lease obligations                                                                                                     |  |                         | 71     |   |                   |   | 65     |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Total current liabilities                                                                                                     |  |                         | 40,517 |   |                   |   | 34,011 |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Customer deposits                                                                                                             |  |                         | 114    |   |                   |   | 92     |  
|Capital lease obligations, non-current                                                                                        |  |                         | 60     |   |                   |   | 114    |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Total liabilities                                                                                                             |  |                         | 40,691 |   |                   |   | 34,217 |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Redeemable convertible preferred stock                                                                                        |  |                         |       |   |                   |   | 14,489 |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Common stock subject to rescission rights                                                                                     |  |                         | 98     |   |                   |   |       |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Stockholders equity:                                                                                                         |  |                         |        |   |                   |   |        |  
|Preferred stock                                                                                                               |  |                         |       |   |                   |   |       |  
|Common stock                                                                                                                  |  |                         | 10     |   |                   |   | 6      |  
|Additional paid-in capital                                                                                                    |  |                         | 46,765 |   |                   |   | 1,144  |  
|Accumulated other comprehensive loss                                                                                          |  |                         | (35    | ) |                   |   | (1     | )
|Retained earnings                                                                                                             |  |                         | 2,308  |   |                   |   | 866    |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Total stockholders equity                                                                                                    |  |                         | 49,048 |   |                   |   | 2.105  |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  
|Total liabilities, redeemable convertible preferred stock, common stock subject to rescission rights and stockholders
equity |  | $                       | 89,837 |   |                   | $ | 50,721 |  
|                                                                                                                              |  |                         |        |   |                   |   |        |  



The accompanying
notes are an integral part of these condensed consolidated financial statements.



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IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|----------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                              |  | Three Months Ended June 30, |        |   | Nine Months EndedJune 30, |  
|                                                                              |  | 2003                        |        |   | 2002                      |   |        | 2003 |  |   | 2002   |  
|(In thousands, except per share data)                                         |  | (Restated) (See Note 7)     |        |   | (Restated) (See Note 7)   |  
|Sales:                                                                        |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Software license and other, net                                               |  | $                           | 10,332 |   |                           | $ | 7,035  |      |  | $ | 24,857 |   |  | $ | 18,571 |  
|Maintenance and services                                                      |  |                             | 5,118  |   |                           |   | 3,924  |      |  |   | 14,443 |   |  |   | 10,749 |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total net sales                                                               |  |                             | 15,450 |   |                           |   | 10,959 |      |  |   | 39,300 |   |  |   | 29,320 |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Cost of sales:                                                                |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Software license and other, net                                               |  |                             | 2,806  |   |                           |   | 1,945  |      |  |   | 7,163  |   |  |   | 5,590  |  
|Maintenance and services                                                      |  |                             | 1,919  |   |                           |   | 1,128  |      |  |   | 5,294  |   |  |   | 2,926  |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total cost of sales                                                           |  |                             | 4,725  |   |                           |   | 3,073  |      |  |   | 12,457 |   |  |   | 8,516  |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Gross profit                                                                  |  |                             | 10,725 |   |                           |   | 7,886  |      |  |   | 26,843 |   |  |   | 20,804 |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Operating expenses:                                                           |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Research and development                                                      |  |                             | 2,620  |   |                           |   | 1,909  |      |  |   | 7,090  |   |  |   | 5,644  |  
|Sales and marketing                                                           |  |                             | 3,733  |   |                           |   | 2,995  |      |  |   | 10,218 |   |  |   | 8,805  |  
|General and administrative                                                    |  |                             | 1,439  |   |                           |   | 1,030  |      |  |   | 3,978  |   |  |   | 3,007  |  
|Write-off of purchased in-process research and development                    |  |                             |       |   |                           |   | 116    |      |  |   |       |   |  |   | 116    |  
|Amortization of intangible assets                                             |  |                             | 70     |   |                           |   | 161    |      |  |   | 275    |   |  |   | 382    |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Total operating expenses                                                      |  |                             | 7,862  |   |                           |   | 6,211  |      |  |   | 21,561 |   |  |   | 17,954 |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Operating income                                                              |  |                             | 2,863  |   |                           |   | 1,675  |      |  |   | 5,282  |   |  |   | 2,850  |  
|Interest expense                                                              |  |                             | (4     | ) |                           |   | (7     | )    |  |   | (15    | ) |  |   | (21    | )
|Interest and other income                                                     |  |                             | 150    |   |                           |   | 114    |      |  |   | 376    |   |  |   | 318    |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Income before provision for income taxes                                      |  |                             | 3,009  |   |                           |   | 1,782  |      |  |   | 5,643  |   |  |   | 3,147  |  
|Provision for income taxes                                                    |  |                             | (1,052 | ) |                           |   | (615   | )    |  |   | (1,972 | ) |  |   | (1,087 | )
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net income                                                                    |  |                             | 1,957  |   |                           |   | 1,167  |      |  |   | 3,671  |   |  |   | 2,060  |  
|Accretion of redeemable convertible preferred stock                           |  |                             |       |   |                           |   | (3,264 | )    |  |   | (2,229 | ) |  |   | (8,246 | )
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net income (loss) available for common stockholders                           |  | $                           | 1,957  |   |                           | $ | (2,097 | )    |  | $ | 1,442  |   |  | $ | (6,186 | )
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Net income (loss) per common share:                                           |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                         |  | $                           | 0.21   |   |                           | $ | (0.35  | )    |  | $ | 0.16   |   |  | $ | (1.03  | )
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Diluted                                                                       |  | $                           | 0.19   |   |                           | $ | (0.35  | )    |  | $ | 0.15   |   |  | $ | (1.03  | )
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Weighted-average shares used in computing net income (loss) per common share: |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Basic                                                                         |  |                             | 9,526  |   |                           |   | 6,043  |      |  |   | 8,771  |   |  |   | 6,032  |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  
|Diluted                                                                       |  |                             | 10,050 |   |                           |   | 6,043  |      |  |   | 9,581  |   |  |   | 6,032  |  
|                                                                              |  |                             |        |   |                           |   |        |      |  |   |        |   |  |   |        |  



The accompanying
notes are an integral part of these condensed consolidated financial statements.



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IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  |                           |         |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                  |  | Nine Months EndedJune 30, |        
|                                                                                  |  | 2003                      |         |   | 2002 |  
|(In thousands)                                                                    |  | (Restated) (See Note 7)   |        
|Cash flows from operating activities:                                             |  |                           |         |   |      |   |        |  
|Net income                                                                        |  | $                         | 3,671   |   |      | $ | 2,060  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |         |   |      |   |        |  
|Depreciation and amortization of property and equipment                           |  |                           | 1,239   |   |      |   | 940    |  
|Amortization of goodwill and other intangible assets                              |  |                           | 275     |   |      |   | 382    |  
|Write-off of purchased in-process research and development                        |  |                           |        |   |      |   | 116    |  
|Provision for doubtful accounts                                                   |  |                           | 107     |   |      |   | 116    |  
|Deferred income taxes                                                             |  |                           |        |   |      |   | 51     |  
|Loss on disposal of property and equipment                                        |  |                           | 92      |   |      |   |       |  
|Gain from sale of investment                                                      |  |                           |        |   |      |   | (8     | )
|Stock-based compensation                                                          |  |                           |        |   |      |   | 50     |  
|Changes in assets and liabilities, net of effects of acquisitions:                |  |                           |         |   |      |   |        |  
|Accounts receivable                                                               |  |                           | (4,120  | ) |      |   | (1,017 | )
|Inventories                                                                       |  |                           | 2       |   |      |   |       |  
|Prepaid expenses and other current assets                                         |  |                           | 157     |   |      |   | (1,006 | )
|Other assets                                                                      |  |                           | (116    | ) |      |   | (4     | )
|Customer deposits                                                                 |  |                           | (325    | ) |      |   | 932    |  
|Accounts payable                                                                  |  |                           | 413     |   |      |   | 565    |  
|Accrued liabilities                                                               |  |                           | (494    | ) |      |   | (1,055 | )
|Income tax payable/refund receivable                                              |  |                           | (1,454  | ) |      |   | (233   | )
|Deferred revenue                                                                  |  |                           | 6,835   |   |      |   | 4,732  |  
|                                                                                  |  |                           |         |   |      |   |        |  
|Net cash provided by operating activities                                         |  |                           | 6,282   |   |      |   | 6,621  |  
|                                                                                  |  |                           |         |   |      |   |        |  
|Cash flows from investing activities:                                             |  |                           |         |   |      |   |        |  
|Acquisition of property and equipment                                             |  |                           | (1,828  | ) |      |   | (868   | )
|Proceeds from disposal of property and equipment                                  |  |                           | 94      |   |      |   |       |  
|Payments for MC2acquisition, net                                                  |  |                           |        |   |      |   | (500   | )
|Payments for Intellidata acquisition, net                                         |  |                           |        |   |      |   | (1,391 | )
|Proceeds from sale of investment                                                  |  |                           |        |   |      |   | 44     |  
|Purchases of available-for-sale securities                                        |  |                           | (26,622 | ) |      |   | (6,926 | )
|Proceeds from sales of available-for-sale securities                              |  |                           | 27,261  |   |      |   | 6,189  |  
|Proceeds from maturities of available-for-sale securities                         |  |                           | 66      |   |      |   | 1,439  |  
|                                                                                  |  |                           |         |   |      |   |        |  
|Net cash used in investing activities                                             |  |                           | (1,029  | ) |      |   | (2,013 | )
|                                                                                  |  |                           |         |   |      |   |        |  
|Cash flows from financing activities:                                             |  |                           |         |   |      |   |        |  
|Principal payments on capital leases                                              |  |                           | (48     | ) |      |   | (42    | )
|Proceeds from the issuance of common stock, net                                   |  |                           | 29,005  |   |      |   | 180    |  
|Repurchase of common stock                                                        |  |                           |        |   |      |   | (21    | )
|                                                                                  |  |                           |         |   |      |   |        |  
|Net cash provided by financing activities                                         |  |                           | 28,957  |   |      |   | 117    |  
|                                                                                  |  |                           |         |   |      |   |        |  
|Net increase in cash and cash equivalents                                         |  |                           | 34,210  |   |      |   | 4,725  |  
|Effect of exchange rates on cash                                                  |  |                           | (40     | ) |      |   |       |  
|Cash and cash equivalents at beginning of period                                  |  |                           | 23,432  |   |      |   | 12,456 |  
|                                                                                  |  |                           |         |   |      |   |        |  
|Cash and cash equivalents at end of period                                        |  | $                         | 57,602  |   |      | $ | 17,181 |  
|                                                                                  |  |                           |         |   |      |   |        |  



The accompanying
notes are an integral part of these condensed consolidated financial statements.



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##### Table of Contents

IMPAC MEDICAL SYSTEMS, INC. AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NOTE 1 - Basis of Presentation



The accompanying unaudited condensed consolidated financial statements of
IMPAC Medical Systems, Inc. and its subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the
instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended June 30, 2003 are
not necessarily indicative of the results that may be expected for the year ending September 30, 2003, or for any future period. The balance sheet at September 30, 2002 has been derived from the audited consolidated financial statements at that date
but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements and notes should be read with the financial
statements and notes thereto for the year ended September 30, 2002 included in the Companys Form 10-K/A for the fiscal year ended September 30, 2003.



NOTE 2 - Public Offerings



Initial Public Offering



On November 25, 2002, the Company completed an initial public offering in which it sold 1,875,000 shares of common stock at $15.00 per share for net cash
proceeds of approximately $24,400,000, net of underwriting discounts, commissions and other offering costs. Upon the closing of the offering, all of the Companys outstanding shares of redeemable convertible preferred stock automatically
converted into 1,238,390 shares of common stock. In addition to the shares sold by the Company, 312,500 shares were sold by selling stockholders on the date of the offering and 328,125 shares were sold by selling stockholders in the exercise of the
underwriters over-allotment option during December 2002.



Secondary
Offering



On May 12, 2003, the Company completed a
secondary offering in which it sold 200,000 shares of common stock at $19.00 per share for net cash proceeds of approximately $3,200,000, net of underwriting discounts, commissions and other offering costs. In addition to the shares sold by the
Company, 2,178,223 shares were sold by selling stockholders on the date of the offering and 356,733 shares were sold by selling stockholders in the exercise of the underwriters over-allotment option during May 2003.



NOTE 3 - Significant Accounting Policies



The Companys significant accounting policies are disclosed in the
Companys Form 10-K/A for the fiscal year ended September 30, 2003. With the exception of the new significant accounting policies set forth below, the Companys significant accounting policies have not materially changed as of June 30,
2003.



Inventories



Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market. As of June 30, 2003 and September 30, 2002, inventories are comprised entirely of finished goods.



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##### Table of Contents

Goodwill and other intangible assets



Goodwill and other intangible assets, including customer lists and acquired workforce, are stated at cost and were amortized
on a straight-line basis over their estimated useful lives of generally two to five years. Effective October 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, which establishes financial accounting and reporting for acquired goodwill and other intangible assets and supersedes Accounting Principles Board Opinion No. 17 (APB No. 17), Intangible Assets. In accordance
with SFAS No. 142, the Company has ceased amortizing goodwill and instead performs an assessment for impairment at least annually by applying a fair-value based test. The Company has also reclassified the unamortized balance of acquired workforce to
goodwill. Accordingly, no goodwill or acquired or acquired workforce amortization was recognized during the three and nine months ended June 30, 2003. The provisions of SFAS No. 142 also required the completion of a transitional impairment test
within 12 months of adoption, with any impairment treated as a cumulative effect of change in accounting principle. During the first quarter of fiscal 2003, the Company completed the transitional impairment test, which did not result in any
impairment of recorded goodwill.



For comparative purposes, the
following table illustrates the Companys net income (loss) available for common stockholders adjusted to exclude goodwill and acquired workforce amortization expense as if amortization had ceased October 1, 2001 (in thousands, except per share
data):



|                                                                |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|--------------------------------------------------------------- |  | --------------------------- | ----- | ---- | -------------------------- | ------ | ---- |  | ---- | ----- |  | - | ------ | -
|                                                                |  | Three Months Ended June 30, |       |      | Nine Months Ended June 30, |       
|                                                                |  | 2003                        |       | 2002 |                            |        | 2003 |  | 2002 |      
|                                                                |  | (Restated) (See Note 7)     |       |      | (Restated) (See Note 7)    |       
|Net income (loss) available for common stockholders as reported |  | $                           | 1,957 |      | $                          | (2,097 | )    |  | $    | 1,442 |  | $ | (6,186 | )
|Amortization of goodwill                                        |  |                             |      |      |                            | 44     |      |  |      |      |  |   | 113    |  
|                                                                |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|Adjusted net income (loss) available for common stockholders    |  | $                           | 1,957 |      | $                          | (2,053 | )    |  | $    | 1,442 |  | $ | (6,073 | )
|                                                                |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|Net income (loss) per common share, basic                       |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|As reported                                                     |  | $                           | 0.21  |      | $                          | (0.35  | )    |  | $    | 0.16  |  | $ | (1.03  | )
|                                                                |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|As adjusted                                                     |  | $                           | 0.21  |      | $                          | (0.34  | )    |  | $    | 0.16  |  | $ | (1.01  | )
|                                                                |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|Net income (loss) per common share, diluted                     |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|As reported                                                     |  | $                           | 0.19  |      | $                          | (0.35  | )    |  | $    | 0.15  |  | $ | (1.03  | )
|                                                                |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  
|As adjusted                                                     |  | $                           | 0.19  |      | $                          | (0.34  | )    |  | $    | 0.15  |  | $ | (1.01  | )
|                                                                |  |                             |       |      |                            |        |      |  |      |       |  |   |        |  



Redeemable convertible preferred
stock



Upon the closing of the Companys initial
public offering in November 2002, all outstanding shares of redeemable convertible preferred stock automatically converted into an equal number of shares of common stock. Prior to the initial public offering, the carrying value of the redeemable
convertible preferred stock was increased by periodic accretions using the effective interest method, so that the carrying amount would equal the redemption value at the redemption date. These increases were effected through charges against retained
earnings.



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##### Table of Contents

Accounting for stock-based compensation



In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure  an amendment of FASB Statement No. 123 (SFAS No. 148) which amends FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS No.
123), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition and annual disclosure
requirements of SFAS No. 148 are effective for fiscal years ending after December 15, 2002. The interim disclosure requirements are effective for interim periods ending after December 15, 2002.



The Company uses the intrinsic value method of APB Opinion No. 25 (APB
No. 25), Accounting for Stock Issued to Employees, in accounting for its employee stock options, and presents disclosure of pro forma information required under SFAS No. 123, as amended by SFAS No. 148. No compensation expense is
included in the net income available for common stockholders as reported during the three and nine months ended June 30, 2003. During the three and nine months ended June 30, 2002, a total of $50,000 in compensation expense relating to options
granted to members of the Board of Directors is included in the net loss available for common stockholders.



Had compensation costs been determined based upon the fair value at the grant date, consistent with the methodology prescribed under SFAS No. 123, the
Companys total stock-based compensation cost, pro forma net income (loss) available for common stockholders and pro forma net income (loss) per common share, basic and diluted, would have been as follows (in thousands, except per share data):



|                                                                                     |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|------------------------------------------------------------------------------------ |  | --------------------------- | ----- | - | -------------------------- | - | ------ | ---- |  | - | ----- | - |  | - | ------ | -
|                                                                                     |  | Three Months Ended June 30, |       |   | Nine Months Ended June 30, |  
|                                                                                     |  | 2003                        |       |   | 2002                       |   |        | 2003 |  |   | 2002  |  
|                                                                                     |  | (Restated) (See Note 7)     |       |   | (Restated) (See Note 7)    |  
|Net income (loss) available for common stockholders as reported                      |  | $                           | 1,957 |   |                            | $ | (2,097 | )    |  | $ | 1,442 |   |  | $ | (6,186 | )
|Add: Stock-based employee compensation expense included in reported net income       |  |                             |      |   |                            |   | 50     |      |  |   |      |   |  |   | 50     |  
|Deduct: Stock-based employee compensation determined under a fair value based method |  |                             | (193  | ) |                            |   | (65    | )    |  |   | (497  | ) |  |   | (151   | )
|                                                                                     |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|Pro forma net income (loss) available for common stockholders                        |  | $                           | 1,764 |   |                            | $ | (2,112 | )    |  | $ | 945   |   |  | $ | (6,287 | )
|                                                                                     |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|Net income (loss) per common share, basic                                            |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|As reported                                                                          |  | $                           | 0.21  |   |                            | $ | (0.35  | )    |  | $ | 0.16  |   |  | $ | (1.03  | )
|                                                                                     |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|Pro forma                                                                            |  | $                           | 0.19  |   |                            | $ | (0.35  | )    |  | $ | 0.11  |   |  | $ | (1.04  | )
|                                                                                     |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|Net income (loss) per common share, diluted                                          |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|As reported                                                                          |  | $                           | 0.19  |   |                            | $ | (0.35  | )    |  | $ | 0.15  |   |  | $ | (1.03  | )
|                                                                                     |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|Pro forma                                                                            |  | $                           | 0.18  |   |                            | $ | (0.35  | )    |  | $ | 0.10  |   |  | $ | (1.04  | )
|                                                                                     |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  



The determination of
fair value of all options granted after the Companys initial public offering include an expected volatility factor in addition to the risk free interest rate, expected term and expected dividends.



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##### Table of Contents

Other comprehensive income ( loss)



Comprehensive income (loss) generally represents all changes in stockholders equity except those resulting from
investments or contributions by stockholders. The Companys unrealized gains and losses on available-for-sale securities and cumulative translation adjustments represent the components of comprehensive loss that were excluded from the net
income (loss) available for common stockholders. Total comprehensive income (loss) for the three and nine months ended June 30, 2003 and June 30, 2002, is presented in the following table (in thousands):



|                                                   |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|-------------------------------------------------- |  | --------------------------- | ----- | - | -------------------------- | - | ------ | ---- |  | - | ----- | - |  | - | ------ | -
|                                                   |  | Three Months Ended June 30, |       |   | Nine Months Ended June 30, |  
|                                                   |  | 2003                        |       |   | 2002                       |   |        | 2003 |  |   | 2002  |  
|                                                   |  | (Restated) (See Note 7)     |       |   | (Restated) (See Note 7)    |  
|Net income (loss) available to common stockholders |  | $                           | 1,957 |   |                            | $ | (2,097 | )    |  | $ | 1,442 |   |  | $ | (6,186 | )
|Other comprehensive income (loss):                 |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|Change in unrealized gain (loss) on securities     |  |                             |      |   |                            |   | (5     | )    |  |   |      |   |  |   | (38    | )
|Foreign currency translation adjustments           |  |                             | (15   | ) |                            |   | (16    | )    |  |   | (34   | ) |  |   | (16    | )
|                                                   |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  
|Comprehensive income (loss)                        |  | $                           | 1,942 |   |                            | $ | (2,118 | )    |  | $ | 1,408 |   |  | $ | (6,240 | )
|                                                   |  |                             |       |   |                            |   |        |      |  |   |       |   |  |   |        |  



Revenue recognition



The Companys revenue is derived primarily from two sources: (i)
software license revenue, from sales to distributors and end users, and (ii) maintenance and services revenue from providing software support, education and consulting services to end users. The Company typically requires deposits upon the receipt
of a signed purchase and license agreement, which are classified as customer deposit liabilities on the Companys consolidated balance sheet.



The Company accounts for sales of software and maintenance revenue under the provisions of Statement of Position 97-2, (SOP 97-2),
Software Revenue Recognition, as amended. SOP 97-2 requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on vendor-specific objective evidence (VSOE) of the fair
value of the delivered and/or undelivered elements. For hardware transactions where no software is involved, the Company applies the provisions of Staff Accounting Bulletin 101 Revenue Recognition.



The fee for multiple-element arrangements is allocated to each element of the
arrangement, such as maintenance and support services, based on the relative fair values of the elements. The Company determines the fair value of each element in multi-element arrangements based on vendor-specific objective evidence for each
element which is based on the price charged when the same element is sold separately. If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the
residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue.



The Company recognizes revenue from the sale of software licenses when persuasive evidence of an arrangement exists, the
product has been accepted, the fee is fixed or determinable, and collection of the resulting receivable is probable. Acceptance generally occurs after the product has been installed, training has occurred and the product is in clinical use at the
customer site. For distributor related transactions, acceptance occurs with delivery of software registration keys to the distributors order fulfillment department.



The first year of maintenance and support, which includes updates and support, for the Companys software products is
included in the purchase price. Upon revenue recognition, the Company defers 12% of the list price, which is the renewal rate, and recognize that portion over the remaining term of the included maintenance and support period. Fair value of services,
such as training or consulting, are based upon separate sales by the Company of these services to other customers. Payments received for maintenance and services are deferred and recognized as revenue ratably over the contract term. Training and
consulting services are billed based on hourly rates, and are generally recognized as revenue as these services are performed. Amounts deferred for installed and accepted software products under multiple element arrangements where VSOE of the fair
value for all undelivered elements does not exist, maintenance services and term software license agreements comprise the main components of deferred revenue.



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##### Table of Contents

For direct software sales licensed on a term basis, the initial term lasts from three to five years with
annual renewals after the initial term. The customer pays a deposit typically equal to the initial annual fee upon signing the license agreement, and the Company invoices the customer for subsequent annual fees 60 days before the anniversary date of
the signed agreement. The Company recognizes revenue for the annual fees under these term license agreements ratably over the applicable twelve-month period. The annual fee includes maintenance and support.



The Company recognizes revenue from third-party products and related
configuration and installation services sold with its licensed software upon acceptance by the customer. The Company recognizes revenue from third-party products sold separately from its licensed software upon delivery.



The Company has also entered into an application service provider agreement
whereby the Company provides all software, equipment and support during the term of the agreement. Revenues are recognized ratably over the term of the agreement, generally 60 months. Under the terms of these agreements, the customers must pay for
the final two months of the term up front. These deposits are classified as long term customer deposit liabilities on the Companys consolidated balance sheet.



Net income (loss) per common share



Basic net income (loss) per common share is computed by dividing net income (loss) available for common stockholders by the weighted-average number of
vested common shares outstanding for the period. Diluted net income (loss) per common share is computed giving effect to all potential dilutive common stock, including options and redeemable convertible preferred stock.



A reconciliation of the numerator and denominator used in the basic and
diluted net income (loss) per share follows (in thousands).



|                                                                                     |  |                             |        |      |                            |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------ |  | --------------------------- | ------ | ---- | -------------------------- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                     |  | Three Months Ended June 30, |        |      | Nine Months Ended June 30, |       
|                                                                                     |  | 2003                        |        | 2002 |                            |        | 2003 |  |   | 2002   |  
|                                                                                     |  | (Restated) (See Note 7)     |        |      | (Restated) (See Note 7)    |       
|Numerator:                                                                           |  |                             |        |      |                            |        |      |  |   |        |   |  |   |        |  
|Net income                                                                           |  | $                           | 1,957  |      | $                          | 1,167  |      |  | $ | 3,671  |   |  | $ | 2,060  |  
|Accretion of redeemable convertible preferred stock                                  |  |                             |       |      |                            | (3,264 | )    |  |   | (2,229 | ) |  |   | (8,246 | )
|                                                                                     |  |                             |        |      |                            |        |      |  |   |        |   |  |   |        |  
|Net income (loss) available for common stockholders                                  |  | $                           | 1,957  |      | $                          | (2,097 | )    |  | $ | 1,442  |   |  | $ | (6,186 | )
|                                                                                     |  |                             |        |      |                            |        |      |  |   |        |   |  |   |        |  
|Denominator:                                                                         |  |                             |        |      |                            |        |      |  |   |        |   |  |   |        |  
|Weighted average shares used in computing basic net income (loss) per common share   |  |                             | 9,526  |      |                            | 6,043  |      |  |   | 8,771  |   |  |   | 6,032  |  
|Dilutive effect of options to purchase shares                                        |  |                             | 524    |      |                            |       |      |  |   | 579    |   |  |   |       |  
|Dilutive effect of redeemable convertible preferred stock                            |  |                             |       |      |                            |       |      |  |   | 231    |   |  |   |       |  
|                                                                                     |  |                             |        |      |                            |        |      |  |   |        |   |  |   |        |  
|Weighted average shares used in computing diluted net income (loss) per common share |  |                             | 10,050 |      |                            | 6,043  |      |  |   | 9,581  |   |  |   | 6,032  |  
|                                                                                     |  |                             |        |      |                            |        |      |  |   |        |   |  |   |        |  



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##### Table of Contents

The following outstanding options and redeemable convertible preferred stock were excluded from the
computation of diluted net income (loss) per share as their effect is antidilutive (in thousands):



|                                       |  |          |  |      
|-------------------------------------- |  | -------- |  | -----
|                                       |  | June 30,
|                                       |  | 2003     |  | 2002 
|Options to purchase common stock       |  | 12       |  | 449  
|Redeemable convertible preferred stock |  |         |  | 1,238



Recent accounting pronouncements



In November 2002, the FASB issued FASB Interpretation No.
45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that upon issuance of a guarantee, a guarantor must recognize a
liability for the fair value of an obligation assumed under a guarantee. FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or modified after December 31, 2002. These consolidated financial statements comply with the disclosure requirements of this interpretation.



In November 2002, the Emerging Issues Task Force (EITF) reached a
consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and/or
rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. As the Company accounts for multiple element arrangements under the higher-level
authoritative literature of Statement of Position No. 97-2, Software Revenue Recognition, as amended, the Company expects that the adoption of EITF Issue No. 00-21 will have no material impact on its financial position or on its results
of operations.



In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other
parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for
the first interim or annual period beginning after June 15, 2003. The Company expects that the adoption of FIN 46 will have no material impact on its financial position or on its results of operations.



In May 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company expects that the adoption of SFAS No. 150 will have no material impact on its financial position
or on its results of operations.



9



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##### Table of Contents

NOTE 4 - Commitments



Facilities



In December 2002, the Company entered into a sublease agreement to lease additional office space in Cambridge, Massachusetts. The sublease expires April
4, 2006. Total obligations under the sublease amount to $1,077,180 or $359,060 per year, payable in equal monthly installments.



In February 2003, the Company executed an addendum to the existing facility lease to expand its corporate headquarters facility. The addendum terminates
concurrently with the original lease in March 2007. Total obligations under the addendum amount to $1,717,307, or $431,424 per year, payable in equal monthly installments.



NOTE 5 - Common Stock Subject to Rescission Rights



Prior to the effectiveness of the Companys registration statement for its initial public offering, an officer of the
Company sent an email to 15 friends whom he had designated as potential purchasers of common stock in a directed share program in connection with the initial public offering. The email requested that the recipients send an indication of interest to
the officer. The email was not accompanied by a preliminary prospectus and may have constituted a prospectus that does not meet the requirements of the Securities Act of 1933. The email was promptly followed by telephone conversations advising
recipients that they could indicate an interest in purchasing shares only after they had received a preliminary prospectus. If the email did constitute a violation of the Securities Act of 1933, the recipients of the letter who purchased common
stock in the Companys initial public offering could have the right, for a period of one year from the date of their purchase of common stock, to obtain recovery of the consideration paid in connection with their purchase of common stock or, if
they had already sold the stock, sue the Company for damages resulting from their purchase of common stock. As of June 30, 2003, the Company has classified a total of 6,500 shares of common stock which have these rescission rights outside of
stockholders equity, as the redemption features are not within the control of the Company.



NOTE 6 - Stockholders Equity



Reincorporation



On October 29, 2002, the
Companys Board of Directors and stockholders approved the reincorporation of the Company in the state of Delaware, which became effective on November 13, 2002. Under the terms of its Certificate of Incorporation, the Company is authorized to
issue 60,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock. The Board of Directors has the authority to issue the undesignated preferred stock in one or more series and to fix the rights
preferences, privileges and restrictions thereof. The accompanying condensed consolidated financial statements have been retroactively restated to give effect to the reincorporation.



NOTE 7 - Restatement



The Company adopted Statement of Position (SOP) 97-2 Software Revenue Recognition which became effective for the Company in October 1999 for
the purposes of revenue recognition. Subsequent to filing the Form 10-Q for the quarter ended June 30, 2003, management determined that the Company had recognized revenue for certain transactions prematurely. Accordingly, the Company has restated
its financial statements for the three and nine months ended June 30, 2003 and 2002 to shift some previously recognized revenues to later quarters and to defer other previously recorded revenues to periods subsequent to June 30, 2003.



The accounting issues that gave rise to the restatement fell into three
categories. First, the Company recognized revenue from certain multiple element software contracts once individual elements had been installed, accepted and were in clinical use at the customer site. The Company has now determined that the Company
did not have vendor specific objective evidence (VSOE) of the fair value of the undelivered elements. Accordingly, the Company should have deferred the recognition of revenue on those contracts until the Company had VSOE of the fair
value for all the undelivered elements, the elements for which VSOE of the fair value did not exist had subsequently been delivered or the elements for which VSOE did not exist had been canceled.



Second, the Company recognized revenue as of the date of first clinical use,
unless a customer objected in writing within five business days after first clinical use. The Company has now determined that formal acceptance could not have occurred without the passage of five days, and, hence, the Company must adjust the date of
revenue recognition of delivered and accepted products forward five business days from the date of first clinical use.



Third, the Company recognized revenue for maintenance and support of perpetually licensed software products during the first year by deferring 12% of the
purchase price and recognizing this amount over the 12 months following the customers acceptance. The Company has now determined that the Company should have deferred 12% of the current list price rather than purchase price.



10



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##### Table of Contents

As a result of the impact of changes in the timing of revenue recognition, net sales decreased by
$865,000 and $1.2 million in the three months ended June 30, 2003 and 2002, respectively, and by $4.6 million and $3.3 million in the nine months ended June 30, 2003 and 2002, respectively, with a corresponding increase in deferred revenue. The
Company also deferred the recognition of the related direct incremental commission expense and certain direct incremental travel expenses associated with revenue now being deferred until the related revenue was recognized and considered the deferred
revenue in the determination of its allowance for doubtful accounts. The Company also revised its provision for income taxes for the effect of these matters.



As a result, the accompanying condensed consolidated financial statements have been restated from the amounts previously reported. A summary of the
significant effects of the restatement is as follows:



|                                                   |  |                                      |        |          |                            |             |      |   |          |   |  |             |        |          |  |             |        |  |          |        |  |   |        |   |  |   |        |  
|-------------------------------------------------- |  | ------------------------------------ | ------ | -------- | -------------------------- | ----------- | ---- | - | -------- | - |  | ----------- | ------ | -------- |  | ----------- | ------ |  | -------- | ------ |  | - | ------ | - |  | - | ------ | -
|                                                   |  | Three Months Ended June 30,          |        |          | Nine Months Ended June 30, |            
|                                                   |  | 2003                                 |        | 2002     |                            |             | 2003 |   | 2002     |  
|                                                   |  | As Reported                          |        | Restated |                            | As Reported |      |   | Restated |   |  | As Reported |        | Restated |  | As Reported |        |  | Restated |       
|                                                   |  | (in thousands except per share data) |       
|Consolidated Statement of Operations Data:         |  |                                      |        |          |                            |             |      |   |          |   |  |             |        |          |  |             |        |  |          |        |  |   |        |   |  |   |        |  
|Net sales                                          |  | $                                    | 16,315 |          | $                          | 15,450      |      | $ | 12,170   |   |  | $           | 10,959 |          |  | $           | 43,861 |  | $        | 39,300 |  | $ | 32,606 |   |  | $ | 29,320 |  
|Gross profit                                       |  |                                      | 11,521 |          |                            | 10,725      |      |   | 9,017    |   |  |             | 7,886  |          |  |             | 31,114 |  |          | 26,843 |  |   | 23,920 |   |  |   | 20,804 |  
|Operating income                                   |  |                                      | 3,674  |          |                            | 2,863       |      |   | 2,544    |   |  |             | 1,675  |          |  |             | 9,339  |  |          | 5,282  |  |   | 5,628  |   |  |   | 2,850  |  
|Net income                                         |  |                                      | 2,407  |          |                            | 1,957       |      |   | 1,670    |   |  |             | 1,167  |          |  |             | 6,111  |  |          | 3,671  |  |   | 3,733  |   |  |   | 2,060  |  
|Net income (loss) available to common stockholders |  |                                      | 2,407  |          |                            | 1,957       |      |   | (1,594   | ) |  |             | (2,097 | )        |  |             | 3,882  |  |          | 1,442  |  |   | (4,513 | ) |  |   | (6,186 | )
|Net income (loss) per common share:                |  |                                      |        |          |                            |             |      |   |          |   |  |             |        |          |  |             |        |  |          |        |  |   |        |   |  |   |        |  
|Basic                                              |  | $                                    | 0.25   |          | $                          | 0.21        |      | $ | (0.26    | ) |  | $           | (0.35  | )        |  | $           | 0.44   |  | $        | 0.16   |  | $ | (0.75  | ) |  | $ | (1.03  | )
|                                                   |  |                                      |        |          |                            |             |      |   |          |   |  |             |        |          |  |             |        |  |          |        |  |   |        |   |  |   |        |  
|Diluted                                            |  | $                                    | 0.24   |          | $                          | 0.19        |      | $ | (0.26    | ) |  | $           | (0.35  | )        |  | $           | 0.41   |  | $        | 0.15   |  | $ | (0.75  | ) |  | $ | (1.03  | )
|                                                   |  |                                      |        |          |                            |             |      |   |          |   |  |             |        |          |  |             |        |  |          |        |  |   |        |   |  |   |        |  



|                                          |  |                     |        |                          |   |             |  |          |       |  |   |       
|----------------------------------------- |  | ------------------- | ------ | ------------------------ | - | ----------- |  | -------- | ----- |  | - | ------
|                                          |  | As of June 30, 2003 |        | As of September 30, 2002
|                                          |  | As Reported         |        | Restated                 |   | As Reported |  | Restated
|                                          |  | (in thousands)     
|Consolidated Balance Sheet Data:          |  |                     |        |                          |   |             |  |          |       |  |   |       
|Allowance for doubtful accounts           |  | $                   | 688    |                          | $ | 312         |  | $        | 520   |  | $ | 224   
|Prepaid expenses and other current assets |  |                     | 2,700  |                          |   | 4,159       |  |          | 3,281 |  |   | 4,316 
|Deferred income taxes, net                |  |                     | 1,576  |                          |   | 6,579       |  |          | 1,576 |  |   | 4,962 
|Deferred revenue                          |  |                     | 10,466 |                          |   | 24,876      |  |          | 8,194 |  |   | 18,043
|Retained earnings                         |  |                     | 9,881  |                          |   | 2,308       |  |          | 5,999 |  |   | 866   



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



The following discussion should be read in conjunction with our consolidated financial statements and the related notes appearing in Form 10-K/A for
the fiscal year ended September 30, 2003. Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the
timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth elsewhere in this Form 10-Q/A.



The Managements Discussion and Analysis of Financial Condition and
Results of Operations presented below reflects the effects of the restatement of our condensed consolidated financial statements for the three and nine months ended June 30, 2002 and 2003, as discussed in Note 7 to the condensed consolidated
financial statements.



Overview



We provide information technology systems for cancer care. Our systems
provide electronic medical record, imaging, decision support, scheduling and billing applications in an integrated platform to manage the complexities of cancer care, from detection and diagnosis through treatment and follow-up. We were founded in
1990, and our growth has been primarily organic, supplemented by several product and small company acquisitions.



Net Sales and Revenue Recognition



We sell our products directly throughout the world and primarily in North America, Europe and the Pacific Rim countries. In addition, we use non-exclusive
distributors to augment our direct sales efforts. Sales through distributors represented 7.0% and 7.0% of our total net sales in the three and nine months ended June 30, 2003, respectively, and 10.9% and 11.3%, for the same periods in fiscal 2002,
respectively, all of which were sold through Siemens Medical Systems, Inc. The decline in distributor sales as a percentage of net sales is primarily attributable to a higher growth rate in our direct sales. We have signed agreements with other
distributors, which have not yet generated sales. Revenues from the sale of our products and services outside the United States accounted for 5.1% and 5.6% of our net sales in the three and nine months ended June 30, 2003, respectively, and 6.7% and
8.4% of our net sales for the same periods in fiscal 2002, respectively. The decline in international sales as a percentage of net sales is primarily attributable to a higher growth rate in our domestic sales.



We license point-of-care and registry software products. Our point-of-care
products are comprised of modules that process administrative, clinical, imaging and therapy delivery information. Our registry products aggregate data on patient outcomes for regulatory and corporate reporting purposes. Currently, a majority of our
point-of-care software is licensed on a perpetual basis, and a majority of our registry sales is licensed on a term basis.



Our focus with regard to software licensing and maintenance and support service is to provide flexibility in the structure and pricing of our product
offerings to meet the unique functional and financial needs of our customers. For those customers who license on a perpetual basis, we promote annual maintenance and support service agreements as an incremental investment designed to preserve the
value of the customers initial investment. For those customers who license on a term basis, annual maintenance and support contributes greatly to the value of the annual license, and the two cannot be segregated from each other. For those
customers using our application service provider option, independent of the licensing method, these annual fees allow the customer to outsource, in a cost effective manner, support and connectivity functions that are normally handled by internal
resources.



The decision to implement, replace, expand or
substantially modify an information system is a significant commitment for healthcare organizations. In addition, our systems typically require significant capital expenditures by the customer. Consequently, we experience long sales and
implementation cycles. The sales cycle for our systems ranges from six to twenty-four months or more from initial contact to contract execution. Our implementation cycle generally ranges from three to nine months from contract execution to
completion of implementation. In addition to the core system, approximately one-third of our customers purchase additional product modules along with the core system that they intend to implement over a period of time beyond the typical
implementation cycle of three to nine months.



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##### Table of Contents

We record orders for products licensed on a perpetual basis upon the receipt of a signed purchase and
license agreement, purchase order, and a substantial deposit. We record orders for products licensed on a term basis upon receipt of a signed purchase and license agreement, purchase order and a deposit typically equal to the first years fees.
All contract deposits are held as a liability as outlined in the terms and conditions set forth in the purchase and license agreement. Maintenance and support is recorded as deferred revenue upon the invoice date and held as a current liability on
the balance sheet. Under the terms of the original purchase and license agreement, maintenance and support automatically renews on an annual basis unless the customer provides a written cancellation. We recognize revenue from these sales ratably
over the underlying maintenance period.



For direct software
sales licensed on a perpetual basis, we include one year of maintenance and support as part of the purchase price. Standard annual fees for maintenance and support after the first year equal 12% of the then current list price unless the customer
negotiates other terms or service levels.



We recognize revenue
once software products have been installed, accepted and are in clinical use at the customer site. When a customer accepts only a subset of the products outlined in a multiple element purchase and license agreement and we have not established vendor
specific objective evidence, or VSOE, of the fair value of the undelivered elements, we invoice the customer for the accepted products and record the transaction as deferred software license revenue. We recognize the deferred revenue when all
elements in a multiple element arrangement have been accepted, VSOE of the fair value is established for the remaining undelivered elements, or the undelivered elements for which VSOE of the fair value does not exist have been canceled, whichever
occurs first.



The first year of maintenance and support for
our software products is included in the purchase price. Upon revenue recognition, we defer 12% of the list price, which is the renewal rate, and recognize that portion over the remaining term of the included maintenance and support period. For
example, if revenue recognition occurs four months subsequent to product acceptance, we would recognize one-third of the 12% maintenance and support deferral as revenue and recognize the remaining two-thirds of the deferral over the following eight
months. In situations where the first phase of software products are installed more than one year before our ability to recognize the related revenue, it is not necessary to defer 12% of the list price and recognize that portion over the included
maintenance and support period as the first year maintenance and support obligation is no longer applicable. In these cases, however, 12% of the list price is classified as maintenance and services revenue at the time of revenue recognition.



For direct software sales licensed on a term basis, the
initial term lasts from three to five years with annual renewals after the initial term. The customer pays a deposit typically equal to the initial annual fee upon signing the license agreement, and we invoice the customer for subsequent annual fees
60 days before the anniversary date of the signed agreement. We recognize revenue for the annual fees under these term license agreements ratably over the applicable twelve-month period. The purchase price includes annual maintenance and support.



We recognize revenue from third-party products and related
configuration and installation services sold with our licensed software upon acceptance by the customer. We recognize revenue from third-party products sold separately from our licensed software upon delivery. Third-party products represented 5.3%
and 5.1% of our total net sales in the three and nine months ended June 30, 2003, respectively, and 4.7% and 4.6% for the same period in fiscal 2002, respectively. The decrease in third-party sales as a percentage of net sales is attributable to a
higher growth rate in our net sales relative to third-party product sales.



We recognize distributor related revenues upon the receipt of a completed purchase order and the related customer information needed to generate software registration keys, which allow us to distribute the software to
the end user and satisfy our regulatory information tracking requirements. We provide maintenance and support to our primary distributor. The distributors cost of the first years support is included in the transfer fee. Renewal support
is purchased for 5% of the transfer price. For the software licenses sold to their customers, we defer the distributors first year post-contract support, based on the renewal rate, and recognize that portion of the revenue ratably over the
remaining support period. We invoice renewal maintenance and support annually to our distributor at the beginning of each fiscal year and recognize the revenue ratably over the applicable twelve-month period.



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##### Table of Contents

Costs and Expenses



A large part of our company cost structure is driven by the number of employees and all related benefit and facility costs.
As a result, a significant amount of strategic and fiscal planning is focused on this area, so we can develop internal resources at a controlled and sustainable rate. Since revenue recognition happens subsequent to all implementation and training
activities, we incur the costs of labor, travel and some third-party product expenses in advance.



Cost of sales consists primarily of:



| |  |  | labor costs relating to the implementation, installation, training and application support of our point-of-care and registry software;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | travel expenses incurred in the installation and training of our point-of-care software;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | direct expenses related to the purchase, shipment, installation and configuration of third-party hardware and software sold with our point-of-care software;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continuing engineering expenses related to the maintenance of existing released software; and
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | overhead attributed to our client services personnel.
| | - |  | -----------------------------------------------------



System installations require several phases of implementation in the process of accepting product delivery and have led to our development of a highly
specialized client service organization. All new orders require multiple site visits from our personnel to properly install, configure and train customer personnel. In transactions where we are required to defer the recognition of software license
revenue, the associated incremental direct travel expenses are recorded as a prepaid expense until the associated revenue is recognized. Several point-of-care products are used with various third-party hardware and software products that are also
sold and configured during the implementation process. After the initial implementation process, our application support staff provides phone support and any applicable system updates. A substantial percentage of engineering costs are allocated to
client services due to continuing engineering efforts related to the support and enhancement of our products. Historically, cost of sales has increased at approximately the same rate as net sales. However, as newly developed products and acquired
product lines are released to the customers, additional investments in client service staff could cause gross margins to fluctuate.



Research and development expenses include costs associated with the design, development and testing of our products. These costs consist primarily of:



| |  |  | salaries and related development personnel expenses;
| | - |  | ----------------------------------------------------



| |  |  | software license and support fees associated with development tools;
| | - |  | --------------------------------------------------------------------



| |  |  | travel expenses incurred to test products in the customer environment; and
| | - |  | --------------------------------------------------------------------------



| |  |  | overhead attributed to our development and test engineering personnel.
| | - |  | ----------------------------------------------------------------------



We currently expense all research and development costs as incurred. Our research and development efforts are periodically subject to significant
non-recurring costs that can cause fluctuations in our quarterly research and development expense trends. We expect that research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest in
product development.



Sales and marketing expenses primarily
consist of:



| |  |  | salaries, commissions and related travel expenses for personnel engaged in sales and the contracts administration process;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | salaries and related product marketing, marketing communications, media services and business development personnel expenses;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | expenses related to marketing programs, public relations, trade shows, advertising and related communications; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | overhead attributed to our sales and marketing personnel.
| | - |  | ---------------------------------------------------------



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We have recently expanded our sales force, made significant investments in marketing communications and
increased trade show activities to enhance market awareness of our products. We expect that sales and marketing expenses will increase in absolute dollars for the foreseeable future as we continue to expand our sales and marketing capabilities. In
transactions where we are required to defer the recognition of software license revenue, the associated incremental direct commission expense is recorded as a prepaid expense until the associated revenue is recognized.



General and administrative expenses primarily consist of:



| |  |  | salaries and related administrative, finance, human resources, regulatory, information services and executive personnel expenses;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  |  | other significant expenses relate to facilities, recruiting, external accounting and legal and regulatory fees;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | general corporate expenses; and
| | - |  | -------------------------------



| |  |  | overhead attributed to our general and administrative personnel.
| | - |  | ----------------------------------------------------------------



A significant portion of facility, infrastructure and maintenance costs are allocated as overhead to other functions based on distribution of headcount.
Our general and administrative expenses increased after our initial public offering, and we expect these expenses will remain higher in absolute dollars in the future.



Depreciation and Amortization



Our property and equipment is recorded at our cost minus accumulated depreciation and amortization. We depreciate the costs
of our tangible capital assets on a straight-line basis over the estimated economic life of the asset, which is generally three to seven years. Acquisition related intangible assets have historically been amortized based upon the estimated economic
life, which is generally two to five years. Leasehold improvements and equipment purchased through a capital lease are amortized over the life of the related asset or the lease term, if shorter. If we sell or retire an asset, the cost and
accumulated depreciation is removed from the balance sheet and the appropriate gain or loss is recorded. We expense repair and maintenance costs as incurred.



Accretion of Redeemable Convertible Preferred Stock



From September 27, 2002 until our initial public offering, the holders of a majority of our then outstanding redeemable convertible preferred stock could
have required us to redeem the preferred shares by paying in cash an amount equal to the greater of $3.23 per share or the fair market value plus all declared or accumulated but unpaid dividends within thirty days. These shares automatically
converted to common stock upon the closing of our initial public offering in November 2002. We accreted charges that reflected the increase in market value of the redeemable convertible preferred stock as an adjustment to retained earnings and, as a
result, increased the amount of net loss attributable to common stockholders. After the initial public offering, no further accretion has been required. The redemption value of the redeemable convertible preferred stock was $16.7 million at the time
of the initial public offering. This amount was reclassified on our balance sheet from redeemable convertible preferred stock to common stock and additional paid-in capital upon the closing of the initial public offering.



Restatement of Financial Statements



We adopted Statement of Position (SOP) 97-2 Software Revenue
Recognition which became effective for us in October 1999 for the purposes of revenue recognition. Subsequent to filing the Form 10-Q for the quarter ended June 30, 2003, management determined that we recognized revenue for certain
transactions prematurely. Accordingly, we have restated our financial statements for the three and nine months ended June 30, 2002 and 2003 to shift some previously recognized revenues to later quarters and to defer other previously recorded
revenues to periods subsequent to June 30, 2003.



The
accounting issues that gave rise to the restatement fell into three categories. First, we recognized revenue from certain multiple element software contracts once individual elements had been installed, accepted and were in clinical use at the
customer site. We have now determined that we did not have vendor specific objective evidence (VSOE) of the fair value of the undelivered elements. Accordingly, we should have deferred the recognition of revenue on those contracts until
we had VSOE of the fair value for all the undelivered elements, the elements for



15



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##### Table of Contents

which VSOE of the fair value did not exist had subsequently been delivered or the elements for which VSOE did not exist
had been canceled.



Second, we recognized revenue as of the
date of first clinical use, unless a customer objected in writing within five business days after first clinical use. We have now determined that formal acceptance could not have occurred without the passage of five days, and, hence, we must adjust
the date of revenue recognition of delivered and accepted products forward five business days from the date of first clinical use.



Third, we recognized revenue for maintenance and support of perpetually licensed software products during the first year by deferring 12% of the purchase
price and recognizing this amount over the 12 months following the customers acceptance. We have now determined that we should have deferred 12% of the current list price rather than purchase price.



Details regarding the restatement are discussed further in Note 7 to the
condensed consolidated financial statements.



Results of Operations



The following table sets forth certain operating data as
a percentage of net sales for the periods indicated:



|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|---------------------------------------------------------- |  | --------------------------- | - |  | -------------------------- | - |  | ----- | - |  | ----- | -
|                                                           |  | Three Months Ended June 30, |   |  | Nine Months Ended June 30, |  
|                                                           |  | 2003                        |   |  | 2002                       |   |  | 2003  |   |  | 2002  |  
|                                                           |  | (Restated) (See Note 7)     |   |  | (Restated) (See Note 7)    |  
|Sales:                                                     |  |                             |   |  |                            |   |  |       |   |  |       |  
|Software license and other, net                            |  | 66.9                        | % |  | 64.2                       | % |  | 63.2  | % |  | 63.3  | %
|Maintenance and services                                   |  | 33.1                        |   |  | 35.8                       |   |  | 36.8  |   |  | 36.7  |  
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Total net sales                                            |  | 100.0                       |   |  | 100.0                      |   |  | 100.0 |   |  | 100.0 |  
|Cost of sales:                                             |  |                             |   |  |                            |   |  |       |   |  |       |  
|Software license and other, net                            |  | 18.2                        |   |  | 17.7                       |   |  | 18.2  |   |  | 19.0  |  
|Maintenance and services                                   |  | 12.4                        |   |  | 10.3                       |   |  | 13.5  |   |  | 10.0  |  
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Total cost of sales                                        |  | 30.6                        |   |  | 28.0                       |   |  | 31.7  |   |  | 29.0  |  
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Gross profit                                               |  | 69.4                        |   |  | 72.0                       |   |  | 68.3  |   |  | 71.0  |  
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Operating expenses:                                        |  |                             |   |  |                            |   |  |       |   |  |       |  
|Research and development                                   |  | 16.9                        |   |  | 17.4                       |   |  | 18.1  |   |  | 19.2  |  
|Sales and marketing                                        |  | 24.2                        |   |  | 27.3                       |   |  | 26.0  |   |  | 30.0  |  
|General and administrative                                 |  | 9.3                         |   |  | 9.4                        |   |  | 10.1  |   |  | 10.3  |  
|Write-off of purchased in-process research and development |  |                            |   |  | 1.1                        |   |  |      |   |  | 0.4   |  
|Amortization of intangible assets                          |  | 0.5                         |   |  | 1.5                        |   |  | 0.7   |   |  | 1.3   |  
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Total operating expenses                                   |  | 50.9                        |   |  | 56.7                       |   |  | 54.9  |   |  | 61.2  |  
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Operating income                                           |  | 18.5                        |   |  | 15.3                       |   |  | 13.4  |   |  | 9.7   |  
|Interest and other income, net                             |  | 1.0                         |   |  | 1.0                        |   |  | 1.0   |   |  | 1.0   |  
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Income before provision for income taxes                   |  | 19.5                        |   |  | 16.3                       |   |  | 14.4  |   |  | 10.7  |  
|Provision for income taxes                                 |  | (6.8                        | ) |  | (5.6                       | ) |  | (5.1  | ) |  | (3.7  | )
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  
|Net income                                                 |  | 12.7                        | % |  | 10.7                       | % |  | 9.3   | % |  | 7.0   | %
|                                                           |  |                             |   |  |                            |   |  |       |   |  |       |  



16



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##### Table of Contents

Comparison of Three Months Ended June 30, 2003 and 2002



Net Sales. Net sales increased 41.0% to $15.5 million in the three
months ended June 30, 2003 from $11.0 million for the same period in 2002. Net software related sales increased 46.9% to $10.3 million in the three months ended June 30, 2003 from $7.0 million for the same period in 2002. Sales of imaging systems
accounted for $1.2 million of the $3.3 million increase, sales of new installations in oncology accounted for $1.1 million, sales of new products to existing customers accounted for $775,000 with the remaining increase attributed to new sales in
registry and laboratory software. Maintenance and services also increased 30.4% to $5.1 million for the three months ended June 30, 2003 from $3.9 million for the same period in 2002. Maintenance and support contracts contributed primarily to the
$1.2 million increase. Our continued high customer retention on maintenance and support contracts, the general price increase, and expansion of our service offerings all contributed to the growth of maintenance and services as a percentage of net
sales. For a discussion of Deferred Revenue, see Backlog below.



Cost of Sales. Total cost of sales increased 53.8% to $4.7 million for the three months ended June 30, 2003 from $3.1 million for the same period in fiscal 2002. Our gross margin decreased to 69.4% for the three months ended June 30,
2003 from 72.0% for the same period in fiscal 2002. Cost of sales relating to net software sales increased 44.3% to $2.8 million for the three months ended June 30, 2003 from $2.0 million for the same period in fiscal 2002. Our gross margin
associated with net software sales increased to 72.8% for the three months ended June 30, 2003 compared to 72.4% for the same period in fiscal 2002. The increase in expenses related to $502,000 in employee costs, $219,000 in third party license
fees, $147,000 in travel expenses and $7,000 in implementation costs offset by a $14,000 reduction in telephone costs. Cost of sales relating to maintenance and services increased 70.1% to $1.9 million for the three months ended June 30, 2003 from
$1.1 million for the same period in fiscal 2002. Our gross margin associated with maintenance and services decreased to 62.5% for the three months ended June 30, 2003 from 71.3% for the same period in fiscal 2002. The increase in expenses of
$791,000 was related to $411,000 in employee related expenses, $207,000 in continuing engineering costs, $116,000 in telecommunication costs associated with our data center operations, $44,000 in travel expenses and $14,000 in supplies. Planned
investment in our support organization to accommodate the application service provider agreement signed with US Oncology and continued development of our direct international support presence for the three months ended June 30, 2003 contributed to
the decline in our gross margin associated with maintenance and services. During the three months ended June 30, 2003, we deferred $69,000 in direct incremental travel expenses associated with software installation and training trips compared to
$80,000 during the same period in fiscal 2002. We expect to recognize the deferred travel expenses once the associated product revenues are recognized.



Research and Development. Research and development expenses increased 37.2% to $2.6 million for the three months ended June 30, 2003 from $1.9
million for the same period in fiscal 2002. As a percentage of total net sales, research and development expenses decreased to 16.9% for the three months ended June 30, 2003 from 17.4% for the same period in fiscal 2002. Additional engineering
headcount and the associated personnel expenses were the primary factors for the increase in absolute dollars. The decrease as a percentage of total net sales in the three months ended June 30, 2003 was due to increased net sales relative to
research and development expenses relative to net sales.



Sales and Marketing.Sales and marketing expenses increased 24.6% to $3.7 million for the three months ended June 30, 2003 from $3.0 million for the same period in fiscal 2002. As a percentage of total net sales, sales and marketing
expenses decreased to 24.2% for the three months ended June 30, 2003 from 27.3% for the same period in fiscal 2002. The increase in expenses related to $389,000 in employee related costs, $204,000 in travel expenses, $191,000 in commission expense,
$17,000 in advertising expense, offset by a reduction of $34,000 in supplies, $17,000 in outside services for marketing communications and $10,000 in trade show costs. The decrease as a percentage of total net sales in the three months ended June
30, 2003 was due to increased net sales relative to sales and marketing expenses. During the three months ended June 30, 2003, we deferred $28,000 in direct incremental commission expenses compared to $64,000 during the same period in fiscal 2002.
We expect to recognize the deferred commission expenses once the associated product revenues are recognized.



General and Administrative. General and administrative expenses increased 39.7% to $1.4 million for the three months ended June 30, 2003 from $1.0
million for the same period in fiscal 2002. As a percentage of total net sales, general and administrative expenses decreased slightly to 9.3% for the three months ended June 30, 2003 from 9.4% for the same period in fiscal 2002. The increase in
absolute dollars was primarily due to increases of $131,000 in employee related expenses, $109,000 in outside professional service fees, $85,000 in rent expense, $42,000 in business insurance, $29,000 in maintenance fees, $18,000 in depreciation
expense and $15,000 in bad debt expense offset by decreases in telephone expenses of $14,000, travel expenses of $4,000 and regulatory fees of $3,000.



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Write-off of Purchased In-Process Research and Development. In April 2002, we acquired
Intellidata, Inc. At the time of acquisition, the purchased in-process technology was not considered to have reached technological feasibility and it had no alternative future use. Accordingly, $116,000 of acquired in-process research and
development was recorded as a component of operating expense during the three months ended June 30, 2002.



Amortization of Intangible Assets. Amortization expense decreased 56.5% to $70,000 for the three months ended June 30, 2003 from $161,000 for the
same period in fiscal 2002. Amortization expense was higher in the prior year period primarily due to the adoption of Statement of Financial Accounting Standards No. 142 Goodwill and other Intangible Assets. Effective October 1, 2002, we
have ceased amortization of goodwill and acquired workforce and this, along with the expiration of the useful lives of previously acquired intangible assets has contributed to an overall decline in total amortization expense for the three month
period.



Operating Income. Operating income increased
70.9% to $2.9 million for the three months ended June 30, 2003 from $1.7 million for the same period in fiscal 2002. Operating income increased significantly due to the higher rate of increase in net sales relative to the rate of increase in
operating expenses.



Interest and Other Income, Net.
Interest and other income, net increased 36.4% to $146,000 for the three months ended June 30, 2003 from $107,000 for the same period in fiscal 2002. The increase is primarily related to additional interest earned on our public offering proceeds.



Income Taxes. Our effective tax rate was 35.0% for the
three months ended June 30, 2003 and 34.5% for the same period in 2002. The increase in absolute dollars was due to higher operating income.



Accretion of Redeemable Convertible Preferred Stock. Historically, each reporting period, the carrying value of the redeemable convertible
preferred stock has been increased by periodic accretions, using the effective interest method, so that the carrying amount would equal the redemption value at the redemption date. These increases were effected through charges against retained
earnings. Several factors influenced our determination of the value of the redeemable convertible preferred stock. These factors included plans for the initial public offering, the performance of our business, changes in our business model and
significant product introductions, current market conditions and the performance of the stock price of our comparable companies. During the three months ended June 30, 2002, we recorded accretion charges of $3.3 million, representing the increase in
the redemption value of the Series A redeemable convertible preferred stock. Upon the closing of our initial public offering in November 2002, all shares of our redeemable convertible preferred stock automatically converted into an equal number of
shares of common stock. Therefore, we did not incur accretion charges related to the Series A redeemable convertible preferred stock during the three months ended March 31, 2003 and June 30, 2003.



Comparison of Nine Months Ended June 30, 2003 and 2002



Net Sales. Net sales increased 34.0% to $39.3 million in the nine
months ended June 30, 2003 from $29.3 million for the same period in 2002. Net software related sales increased 33.8% to $24.9 million in the nine months ended June 30, 2003 from $18.6 million for the same period in 2002. Sales of new systems in
oncology accounted for $2.2 million of the $6.3 million increase, sales of imaging systems accounted for $2.1 million, sales of additional new products in oncology accounted for $1.7 million, with the remaining increase attributed to new sales in
registry, urology and laboratory software. Maintenance and services also increased 34.4% to $14.4 million for the nine months ended June 30, 2003 from $10.7 million for the same period in 2002. Maintenance and support contracts primarily contributed
$3.5 million to the $3.7 million increase and additional training and installation contributed $171,000. Our continued high customer retention on maintenance and support contracts, the general price increase, and expansion of our service offerings
all contributed to the growth of maintenance and services as a percentage of net sales. For a discussion of Deferred Revenue, see Backlog below.



Cost of Sales. Total cost of sales increased 46.3% to $12.5 million for the nine months ended June 30, 2003 from $8.5 million for the same period
in fiscal 2002. Our gross margin decreased to 68.3% for the nine months ended June 30, 2003 from 71.0% for the same period in fiscal 2002. Cost of sales relating to net software sales increased 28.1% to $7.2 million for the nine months ended June
30, 2003 from $5.6 million for the same period in fiscal 2003. Our gross margin associated with net software sales increased to 71.2% for the nine months ended June 30, 2003 from 69.9% for the same period in fiscal 2002. The increase in expenses
related to $755,000 in employee related costs, $482,000 in supplies and materials, $122,000 in travel expenses and $19,000 in telephone expense offset by a $9,000 reduction in implementation expenses. The improvement in gross margins associated with
net software sales relates to stronger demand for implementation of new systems during the nine months ended June 30, 2003 as well as efficiencies gained by organizational investments during fiscal 2002. Cost of sales relating to maintenance and
services increased 80.9% to $5.3 million for the nine months ended June 30, 2003 from $2.9



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million for the same period in fiscal 2002. Our gross margin associated with maintenance and services decreased to 63.3%
for the nine months ended June 30, 2003 from 72.8% for the same period in fiscal 2002. The increase in expenses was associated with $1.1 million in employee related expenses, $557,000 in continuing engineering costs, $517,000 in telecommunication
costs, $153,000 in travel expenses, and $57,000 in supplies. Planned investment in our support organization to accommodate the application service provider agreement signed with US Oncology and continued development of our direct international
support presence for the nine months ended June 30, 2003 contributed to the decline in our gross margin associated with maintenance and services. During the nine months ended June 30, 2003, we deferred $290,000 in direct incremental travel expenses
associated with software installation and training trips compared to $170,000 during the same period in fiscal 2002. We expect to recognize the deferred travel expenses once the associated product revenues are recognized.



Research and Development. Research and development expenses increased
25.6% to $7.1 million for the nine months ended June 30, 2003 from $5.6 million for the same period in fiscal 2002. As a percentage of total net sales, research and development expenses decreased to 18.1% for the nine months ended June 30, 2003 from
19.2% for the same period in fiscal 2002. Additional engineering headcount and the associated personnel expenses were the primary factors for the increase in absolute dollars. The decrease as a percentage of total net sales in the nine months ended
June 30, 2003 was due to increased net sales relative to research and development expenses.



Sales and Marketing.Sales and marketing expenses increased 16.0% to $10.2 million for the nine months ended June 30, 2003 from $8.8 million for the same period in fiscal 2002. As a percentage of total net
sales, sales and marketing expenses decreased to 26.0% for the nine months ended June 30, 2003 from 30.0% for the same period in fiscal 2002. The increase in expenses related to $661,000 in employee related costs, $490,000 in commissions due to
higher sales, $448,000 in travel expenses, $15,000 in advertising expenses, $10,000 in telephone costs and $4,000 in trade show expenses offset by reductions of $131,000 in outside services for marketing communications, $44,000 in sponsorships and
$38,000 in supplies. The decrease as a percentage of total net sales in the nine months ended June 30, 2003 was due to increased net sales relative to sales and marketing expenses. During the nine months ended June 30, 2003, we deferred $133,000 in
direct incremental commission expenses compared to $186,000 during the same period in fiscal 2002. We expect to recognize the deferred commission expenses once the associated product revenues are recognized.



General and Administrative. General and administrative expenses
increased 32.3% to $4.0 million for the nine months ended June 30, 2003 from $3.0 million for the same period in fiscal 2002. As a percentage of total net sales, general and administrative expenses decreased to 10.1% for the nine months ended June
30, 2003 from 10.3% for the same period in fiscal 2002. The increase in absolute dollars was primarily due to increases in business insurance premiums of $265,000, employee related expenses of $245,000, rent expense of $135,000, professional service
fees of $109,000, outside services of $103,000, travel expenses of $54,000, depreciation expense of $54,000, bad debt of $32,000, maintenance expenses of $27,000 and regulatory fees of $24,000 offset by reductions of $39,000 in telephone expense,
$20,000 in charitable contributions and $20,000 in supplies.



Write-off of Purchased In-Process Research and Development. In April 2002, we acquired Intellidata, Inc. At the time of acquisition, the purchased in-process technology was not considered to have reached technological feasibility and
it had no alternative future use. Accordingly, $116,000 of acquired in-process research and development was recorded as a component of operating expense during the nine months ended June 30, 2002.



Amortization of Intangible Assets. Amortization expense decreased
28.0% to $275,000 for the nine months ended June 30, 2003 from $382,000 for the same period in fiscal 2002. Amortization expense was higher in the prior year period primarily due to the adoption of Statement of Financial Accounting Standards No.
142. Effective October 1, 2002, we have ceased amortization of goodwill and acquired workforce and this, along with the expiration of the useful lives of previously acquired intangible assets has contributed to an overall decline in total
amortization expense for the nine month period.



Operating
Income. Operating income increased 85.3% to $5.3 million for the nine months ended June 30, 2003 from $2.9 million for the same period in fiscal 2002. Operating income increased significantly due to the higher rate of increase in net sales
relative to the rate of increase in operating expenses.



Interest and Other Income, Net. Interest and other income, net increased 21.5% to $361,000 for the nine months ended June 30, 2003 from $297,000 for the same period in fiscal 2002. The increase is primarily related to interest earned
on our additional cash balances invested from our public offering proceeds, offset by lower interest income from investments in short and long-term marketable securities resulting from lower interest rates in the 2003 period.



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Income Taxes. Our effective tax rate was 34.9% for the nine months ended June 30, 2003 and 34.5%
for the same period in 2002. The increase in absolute dollars was due to higher operating income.



Accretion of Redeemable Convertible Preferred Stock. During the nine months ended June 30, 2003, we recorded accretion charges of $2.2 million, all
of which was incurred during the first quarter in the time period leading up to the initial public offering. This represents a 73.0% decrease from the accretion charges incurred in the nine months ended June 30, 2002 of $8.2 million. Upon the
closing of our initial public offering in November 2002, all shares of our redeemable convertible preferred stock automatically converted into an equal number of shares of common stock. Therefore, we have not incurred, nor will we incur, accretion
charges related to the Series A redeemable convertible preferred stock after our initial public offering.



Backlog



Our backlog is
comprised of customer deposits, deferred software license revenue, other deferred revenue and unearned revenue. Customer deposits represent required deposits paid by our customers when they place orders. These deposits are held as a liability until
revenue recognition. Deferred software license revenue represents the revenues on installed, accepted and invoiced products that we cannot yet recognize because the products installed were only a subset of the products outlined in a multiple element
arrangement for which we do not have VSOE of the fair value on all of the undelivered elements. The amounts classified as deferred software license revenue will be recognized as revenue once we establish VSOE of the fair value on the remaining
undelivered elements, the remaining elements for which VSOE of the fair value does not exist have been installed and accepted or the remaining elements for which VSOE of the fair value does not exist have been canceled, whichever occurs first. Other
deferred revenue represents maintenance and support services and term licenses which are generally recognized ratably over the support period and license term, respectively. Unearned revenue represents the value of products ordered but not installed
or accepted in excess of the contract deposit. Orders are recognized only once we have received a signed purchase and license agreement, an authorized purchase order and a deposit check. Therefore, amounts in our sales pipeline that have not met all
three order recognition criteria are not included in our backlog.



The components of backlog as of June 30, 2003 and 2002 are as follows (amounts in thousands):



|                                  |  |                         |        |      |   |       
|--------------------------------- |  | ----------------------- | ------ | ---- | - | ------
|                                  |  | June 30,               
|                                  |  | 2003                    |        | 2002
|                                  |  | (Restated) (See Note 7)
|Customer deposits                 |  | $                       | 9,595  |      | $ | 7,987 
|Deferred software license revenue |  |                         | 12,149 |      |   | 7,400 
|Other deferred revenue            |  |                         | 12,727 |      |   | 9,103 
|Unearned revenue                  |  |                         | 17,256 |      |   | 13,167
|                                  |  |                         |        |      |   |       
|Total backlog                     |  | $                       | 51,727 |      | $ | 37,656
|                                  |  |                         |        |      |   |       



Of the total $51.7
million of backlog at June 30, 2003, we expect to recognize approximately $50.0 million of our backlog during the twelve months following June 30, 2003 with the remaining portion to be completed in subsequent periods. We cannot assure you that
contracts included in backlog will generate the specified revenues or that these revenues will be fully recognized within the specified time periods.



Deferred revenue increased $8.4 million to $24.9 million for the twelve months ended June 30, 2003 from $16.5 million at June 30, 2002. Of the $8.4
million increase, deferred software license revenue and the related deferred maintenance and support contributed $5.7 million. This increase was comprised of $3.6 million of new installations in oncology, $1.5 million in imaging systems and $562,000
in new products to existing customers. The remaining $2.7 million was associated with other deferred revenue related to term licenses and post contract maintenance and support.



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Seasonality



After giving effect to the restatement, we continue to experience a seasonal pattern in our revenues, with our first quarter typically having the lowest
revenues followed by increasing revenue growth in the subsequent quarters of our fiscal year. Although our seasonality is less pronounced after the restatement, we believe the seasonality of our revenue continues to be influenced by the year end of
many of our customers budgetary cycles. As much of the labor and indirect expense associated with software systems for which revenue has been deferred are not matched with the subsequent revenue recognition, net income does not display a clear
and predictable seasonal pattern.



In addition, the
implementation of a significant contract previously included in backlog, or a contract intended to be installed in a phased manner over a longer than average time period, could generate a large increase in revenue and net income for any given
quarter or fiscal year, which may prove unusual when compared to changes in revenue and net income in other periods. Furthermore, we typically experience long sales cycles for new customers, which may extend over several quarters before a sale is
consummated and a customer implementation occurs. As a result, we believe that quarterly results of operations will continue to fluctuate and that quarterly results may not be indicative of future periods. The timing of revenues is influenced by a
number of factors, including the timing of individual orders, customer implementations and seasonal customer buying patterns.



Liquidity and Capital Resources



We have financed our operations since inception primarily through cash from operating activities, a $4.0 million private placement of equity in 1996, net
proceeds of $24.4 million from our initial public offering of common stock in November 2002 and net proceeds of $3.2 million from our secondary public offering of common stock in May 2003. Cash, cash equivalents and available-for-sale securities
totaled $60.4 million at June 30, 2003.



During the nine months
ended June 30, 2003, net cash provided by operating activities was $6.3 million compared to $6.6 million for the same period in fiscal 2002. In the nine months ended June 30, 2003, cash provided by operations was primarily attributable to increases
in sales leading to a higher net income after adjustment for the non-cash charges relating to depreciation and amortization, a decrease in prepaid expenses and increases in deferred revenue, accounts payable and income taxes payable, offset by
increases in accounts receivable due to higher sales and in other assets, and decreases in accrued liabilities and customer deposits. In the nine months ended June 30, 2002, cash provided by operations was primarily attributable to net income after
adjustment for non-cash depreciation and amortization charges, an increase in deferred revenue, customer deposits and income tax payable, offset by a decrease in accrued liabilities and increases in accounts receivable, prepaid expenses and other
current assets.



In determining average days sales
outstanding and accounts receivable turnover, we use our gross annual invoicing and gross accounts receivable balances in each calculation as we believe this provides a more conservative and relevant measurement basis due to the significance of our
deferred revenue. Our accounts receivable turnover decreased to 5.2 for the nine months ended June 30, 2003 from 5.7 for the same period in fiscal 2002. Our days sales outstanding at June 30, 2003 increased to 70 from 63 at June 30, 2002 but
decreased from 79 at March 31, 2003. We believe that the overall increase in sales for the nine months ended June 30, 2003 as compared to the same period in fiscal 2002 have impacted the calculation of accounts receivable turnover and days sales
outstanding ratios. We continue our efforts to improve collections by maintaining appropriate staffing levels, formalizing escalation procedures, and improving internal communications. Revenue is only recognized when all of the criteria for revenue
recognition have been met which is upon acceptance and invoicing of the final balance of the fee unless the invoice has payment terms extending longer than 60 days. Any invoice that has payment terms longer than 60 days is considered to have
extended payment terms and is not be recognized as a receivable or revenue until it is due and payable.



Net cash used in investing activities was $1.0 million for the nine months ended June 30, 2003 and $2.0 million for the same period in fiscal 2002. During
the nine months ended June 30, 2003, cash used in investing activities primarily related to the purchase of $1.8 million of capital equipment to support ongoing operations offset by increased net sales of available-for-sale securities and disposal
of property and equipment. During the nine months ended June 30, 2002, cash used in investing activities primarily related to the $1.4 million in payments to acquire Intellidata, Inc., the purchase of $868,000 in capital equipment and $500,000 in
payments relating to the acquisition of MC2.



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Net cash provided by financing activities was $29.0 million for the nine months ended June 30, 2003,
compared to $117,000 for the same period in fiscal 2002. Cash provided by financing activities during the nine months ended June 30, 2003 can be attributed primarily to net proceeds of $24.4 million received in our initial public offering during
November 2002 and net proceeds of $3.2 million received in our secondary public offering during May 2003. During the nine months ended June 30, 2002, cash provided by financing activities can be attributed to proceeds received from stock option
exercises of $180,000 offset by principal payments on our capital lease of $42,000 and repurchases of common stock in the amount of $21,000.



In fiscal 2000, we entered a capital lease for the purchase of furniture for our corporate headquarters. This capital lease is scheduled to be fully
repaid in February 2005. The interest rate for this financing is 13.54% per year and equates to an aggregate monthly payment of $7,000. As of June 30, 2003, the principal balance outstanding on the capital lease totaled $131,000. We have granted a
security interest to the lenders in all furniture covered by this lease.



The following table describes our commitments to settle contractual obligations in cash not recorded on the balance sheet as of June 30, 2003 (in thousands). The telecommunications contracts with AT&T include
wireless, frame-relay, voice/data and internet transport services.



|            |  |                 |       |                  |   |                             |  |                          |       |  |   |       
|----------- |  | --------------- | ----- | ---------------- | - | --------------------------- |  | ------------------------ | ----- |  | - | ------
|Fiscal Year |  | Property Leases |       | Operating Leases |   | TelecommunicationsContracts |  | Total Future Obligations
|2003        |  | $               | 680   |                  | $ | 15                          |  | $                        | 340   |  | $ | 1,035 
|2004        |  |                 | 2,711 |                  |   | 52                          |  |                          | 1,353 |  |   | 4,116 
|2005        |  |                 | 2,723 |                  |   | 27                          |  |                          | 1,232 |  |   | 3,982 
|2006        |  |                 | 2,520 |                  |   | 6                           |  |                          | 1,200 |  |   | 3,726 
|2007        |  |                 | 1,011 |                  |   |                            |  |                          | 930   |  |   | 1,941 
|            |  |                 |       |                  |   |                             |  |                          |       |  |   |       
|            |  |                 |       |                  |   |                             |  |                          |       |  | $ | 14,800
|            |  |                 |       |                  |   |                             |  |                          |       |  |   |       



We expect to increase
capital expenditures consistent with our anticipated growth in infrastructure and personnel. We also may increase our capital expenditures as we expand our product lines or invest in new markets. We believe that the net proceeds from the common
stock sold in our public offerings, together with available funds and cash generated from operations will be sufficient to meet our operating requirements, assuming no change in the operations of our business, for at least the next 18 months.



Recent Accounting Pronouncements



In November 2002, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair value of an obligation assumed under a guarantee. FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements about the
obligations associated with guarantees issued. The recognition provisions of FIN 45 are effective for any guarantees issued or modified after December 31, 2002. These consolidated financial statements comply with the disclosure requirements of this
interpretation.



In November 2002, the Emerging Issues Task
Force (EITF) reached a consensus on Issue No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of
multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. As we account for multiple element arrangements under
the higher-level authoritative literature of Statement of Position No. 97-2, Software Revenue Recognition, as amended, we expect that the adoption of EITF Issue No. 00-21 will have no material impact on our financial position or on our
results of operations.



In January 2003, the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if
the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other
parties. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for
the first interim or annual period beginning after June 15, 2003. We believe that the adoption of this FIN 46 will have no material impact on our financial position or on our results of operations.



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In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We expect that the adoption of SFAS No. 150 will have no material impact on our financial position or on our results of operations.



Risk Factors Affecting Future Operating Results



This Form 10-Q/A contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of factors both in and out of our control, including the risks faced by us described below and other factors and risks
discussed in our 10-K/A for the fiscal year ended September 30, 2003 and other reports filed by us from time to time with the Securities and Exchange Commission.



You should carefully consider the risks described below and referred to above. In addition, these risks are not the only
ones facing us. We have only described the risks we consider to be the most material. However, there may be additional risks that are viewed by us as not material or are not presently known to us. If any of the events described below were to occur,
our business, prospects, financial condition and/or results of operations could be materially adversely affected.



Proposed changes to Medicare reimbursement policies could negatively affect medical oncologists, which could adversely affect their IT spending decisions and our
growth prospects.



Sales of our IT systems to medical
oncologists, who treat cancer with chemotherapy agents, represent a small but growing portion of our current revenue and opportunity for future growth. As a partial offset to the cost of implementing the proposed Medicare drug program, both the
House and Senate Medicare reform bills contain provisions to reduce the payment rates for drugs reimbursed under Medicare Part B, which includes chemotherapy drugs. While significant changes could be introduced during the forthcoming congressional
debates, if either of the plans passes in its current form, it could adversely impact the reimbursement payments made to medical oncologists. While there is not necessarily a direct correlation between provider revenue and IT spending, a significant
decrease in the Part B drug reimbursement rate without a sufficient increase in provider reimbursement payments could negatively influence a medical oncologists willingness to invest in new systems. If these Medicare reforms result in reduced
IT spending, our growth opportunities could be adversely impacted.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates. These exposures may change
over time as business practices evolve and could have a material adverse impact on our financial results.



We have been exposed to interest rate risk as it applies to our limited use of debt instruments and interest earned on holdings of long and short-term
marketable securities. Interest rates that may affect these items in the future will depend on market conditions and may differ from the rates we have experienced in the past. A 10% change in interest rates would not be material to our results of
operations. We reduce the sensitivity of our results of operations to these risks by maintaining an investment portfolio, which is primarily comprised of highly rated, short-term investments. We do not hold or issue derivative, derivative commodity
instruments or other financial instruments for trading purposes.



We have operated mainly in the United States and greater than 99% of our sales were made in U.S. dollars in each of the nine months ended June 30, 2003 and 2002. Accordingly, we have not had any material exposure to foreign currency rate
fluctuations. Currently, all of our international distributors denominate all transactions in U.S. dollars. However, as we sell to customers in the United Kingdom and Europe through our recently formed UK subsidiary a majority of those sales may be
denominated in euros or pounds sterling. The functional currency of our new UK subsidiary is pounds sterling. Thus, exchange rate fluctuations between the euro and pounds sterling will be recognized in the statements of operations as these foreign
denominated sales are remeasured by our UK subsidiary. As exchange rate fluctuations occur between pounds sterling and the U.S. dollar, these fluctuations will be recorded as cumulative translation adjustments within stockholders equity as a
component of accumulated other comprehensive income (loss) as our UK subsidiary is translated into U.S. dollars for consolidation purposes.



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Item 4. Controls and Procedures



a. Evaluation Of Disclosure Controls And Procedures.



Joseph Jachinowski, our Chief Executive Officer, and Kendra Borrego, our Chief Financial Officer, conducted an evaluation of the effectiveness of IMPACs disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended) as of June 30, 2003. Based upon their evaluation, they each found the Companys disclosure controls and procedures were adequate to ensure that information required to be disclosed in the reports
that IMPAC files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required, and that information required to be disclosed is accumulated and communicated to them as appropriate to allow timely decisions
regarding required disclosure,



As described ini Note 7 of the
notes to the condensed consolidated financial statements included in Part I  Item 1 of this Form 10-Q/A, subsequent to the issuance of IMPACs condensed consolidated financial statements for the three and nine months ended June 30, 2003,
our management determined to restate our consolidated financial statements as of and for the quarters ended June 30, 2003 and 2002, to shift some previously recognized revenues to later quarters or to defer recorded revenues and recognize them in
periods subsequent to June 30, 2003.



In connection with
restating our financial statements as provided in this report, our Chief Executive Officer and Chief Financial Officer, with the participation of other management, re-evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report and as of the date of this report. During the restatement, our independent auditors, PricewaterhouseCoopers LLP, advised management and the Audit Committee that it noted certain matters regarding software
revenue recognition practices during the periods under review that it considered to be material weaknesses. As part of the re-evaluation, we have conducted an extensive internal review of our revenue recognition practices for all periods for which
financial statements are included in this report. Among other things, this involved the review of each of the over 1,500 customer contracts entered into since October 1, 1999.



Based on the re-evaluation by our Chief Executive Officer and Chief Financial Officer, they concluded that, as of the end of
the period covered by this report, there were deficiencies in our disclosure controls and procedures.



As part of our disclosure controls and procedures over the selection and application of accounting principles, in particular software revenue recognition
under SOP 97-2, our accounting officers independently reviewed SOP 97-2 together with other accounting literature, consulted with our independent auditing firm regarding revenue recognition and accounting developments, attended continuing education
courses for the accounting profession and reviewed various accounting journals and other literature with respect to the existence of new accounting pronouncements and their application to IMPAC.



These controls and procedures were found to be deficient in identifying the
accounting issues which are the subject of the restatement. Specifically, the controls and procedures did not result in (i) our proper understanding of the application of SOP 97-2 for multiple element contracts, (ii) the identification of an
improper usage of a retroactive acceptance clause resulting in revenue being recognized in the incorrect period and (iii) the deferral of 12% of the current list price of the software rather than 12% of the net purchase price.



In response to the matters identified, we have taken steps to strengthen
control processes and procedures to identify, rectify and prevent the recurrence of the circumstances that resulted in our determination to restate prior period financial statements. We intend to correct the identified weaknesses in our disclosure
controls and procedures that led to the restatement by taking the following steps, among others:



| |  |  | Initiating a search for an in-house finance person with extensive software revenue recognition experience, including the application of SOP 97-2.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Establishing a procedure for conducting internal training sessions for affected employees on applicable policies and procedures and providing opportunities for accounting personnel
to attend external training and continuing education programs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Supplementing our revenue recognition policy to include a clearly understandable summary of key elements of the policy to better ensure broader understanding of the policy among our
personnel.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Documenting the review of revenue transactions prior to recognizing revenue, including how each of the four criteria for revenue recognition (i.e. persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is probable) has been met, and requiring that this documentation be reviewed and approved by a responsible person prior to recording revenue.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Establishing procedures to perform an on-going analysis of the VSOE of maintenance to support the fair value of maintenance to be used in deferring the fair value from multiple
element arrangements.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Corresponding with accounting professionals, including but not limited to our independent auditing firm, to ascertain any changes in application of Generally Accepted Accounting
Principles (GAAP).
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reviewing the Financial Accounting Standards Boards (FASB) and American Institute of Certified Public Accountants websites and any available information to acknowledge,
review and interpret any applicable accounting changes, including changes relating to software revenue recognition.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe these changes to our system of internal controls and our disclosure controls and procedures will be adequate to provide reasonable assurance
that the objectives of these control systems will be met. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.



b. Changes in Internal Controls.



There were none.



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PART II. OTHER INFORMATION



Item 1. Legal Proceedings



We
are not currently a party to any material legal proceedings.



Item 2. Changes in Securities and Use of Proceeds



Our registration statement (Registration No. 333-89724) under the Securities Act of 1933, as amended, for our initial public offering became effective on November 19, 2002. A total of 2,515,625 shares of common stock
were registered, and we sold 1,875,000 shares of our common stock to an underwriting syndicate. Thomas Weisel Partners LLC, SG Cowen Securities Corporation and U.S. Bancorp Piper Jaffray Inc. were the managing underwriters of the offering. An
additional 640,625 shares of common stock were sold on behalf of selling stockholders as part of the same offering. All shares were sold to the public at a price of $15.00 per share. In connection with the offering, we paid approximately $2.0
million in underwriting discounts and commissions to the underwriters. Offering proceeds, net of aggregate costs to us of approximately $1.8 million, were approximately $24.4 million. We intend to use the net proceeds from our offering for working
capital and to expand our business generally, including possible acquisitions.



Item 3. Defaults Upon Senior Securities



Not applicable.



Item 4. Submission of Matter to a Vote of Securities Holders



Not applicable.



Item 5. Other Information



Not
applicable.



Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------



| | 31.1 |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------------



| | 31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | -------------------------------------------------------------------------------------------------------



| | 32.1 |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
| | ---- |  | --------------------------------------------------------------------------------



| | 32.2 |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
| | ---- |  | --------------------------------------------------------------------------------



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



The following report on Form 8-K was filed during the three month period ended June 30, 2003:



| |  |  | Form 8-K filed May 13, 2003 relating to our secondary public offering.
| | - |  | ----------------------------------------------------------------------



The following report on Form 8-K was furnished during the three month period ended June 30, 2003:



| |  |  | Form 8-K filed April 25, 2003 relating to our earnings release for the three months ended March 31, 2003.
| | - |  | ---------------------------------------------------------------------------------------------------------



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SIGNATURES



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



IMPAC MEDICAL SYSTEMS, INC.RegistrantDated: April 16, 2004




/s/    JOSEPH K.
JACHINOWSKIJoseph K. JachinowskiChairman of the Board, President andChief Executive Officer




/s/    KENDRA A.
BORREGOKendra A. BorregoChief Financial Officer




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