-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FZH0JQQ9J+YFVOoLdrMuxgA/ww0QZIEU7q2fGyyYe5sdlfWiG3RmP/qCkBd34W79 wJumVkJn6N9W/RoPyTJi+w== 0000717197-96-000015.txt : 19961113 0000717197-96-000015.hdr.sgml : 19961113 ACCESSION NUMBER: 0000717197-96-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961110 FILED AS OF DATE: 19961112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST MEDICAL CORP CENTRAL INDEX KEY: 0000717197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 751864474 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11881 FILM NUMBER: 96659036 BUSINESS ADDRESS: STREET 1: 3221 HULEN ST STE C STREET 2: ARLINGTON HEIGHTS PROFESSIONAL OFF BLDG CITY: FORT WORTH STATE: TX ZIP: 76107-6193 BUSINESS PHONE: 8177312743 MAIL ADDRESS: STREET 1: 3221 HULEN STREET STREET 2: STE C CITY: FORT WORTH STATE: TX ZIP: 76107-6193 FORMER COMPANY: FORMER CONFORMED NAME: SURGERY CENTERS CORP DATE OF NAME CHANGE: 19850808 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1996 Commission File No. 2-82655 INTERWEST MEDICAL CORPORATION (Exact name of registrant as specified in its charter) Oklahoma 75-1864474 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organi- zation) Arlington Heights Professional Office Building 3221 Hulen Street, Suite C, Fort Worth, TX 76107-6193 (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (817) 731-2743 Not Applicable (Former name, former address, and former fiscal year, if changed since last report) 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 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. (Not Applicable) Yes X No (APPLICABLE TO CORPORATE ISSUERS) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. 17,223,036 shares of Common Stock, $0.001 Par Value. INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 1996 1995 (Unaudited) ASSETS CURRENT ASSETS Cash $ 2,156,617 $ 2,096,886 Accounts receivable - trade 1,354,355 1,428,778 Other receivables 22,156 - Prepaid expenses 66,806 50,334 Total current assets 3,599,934 3,575,998 REAL ESTATE DEVELOPMENT AND CONSTRUCTION COSTS 126,811 226,659 INVESTMENTS Investment in joint venture 11,715 45,960 Capital stock, at cost which approximates market 28,750 28,750 40,465 74,710 PROPERTY AND EQUIPMENT, at cost Land 176,442 176,442 Buildings and improvements 3,784,989 3,784,989 Equipment and furniture 648,479 607,943 Oil and gas properties (successful effort method of accounting) 1,373,763 1,231,776 5,983,673 5,801,150 Less accumulated depreciation 1,847,137 1,415,395 4,136,536 4,385,755 OTHER ASSETS Cash escrow accounts 45,432 35,829 Deferred financing costs, net 281,927 281,927 327,359 317,756 TOTAL ASSETS $ 8,231,105 $8,580,878 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 12,385$ 12,385 Accounts payable 500,729 617,874 Accrued liabilities 396,181 607,630 Total current liabilities 909,295 1,237,889 LONG-TERM DEBT 4,550,311 4,559,472 STOCKHOLDERS' EQUITY Common stock, par value $0.001, authorized 50,000,000 shares; issued 20,000,000 shares 20,000 20,000 Additional paid-in capital 4,798,745 4,798,745 Retained deficit ( 1,728,497) ( 1,857,146) 3,090,248 2,961,599 Less shares held in the treasury, 1996 2,776,964; 1995 1,645,964 318,749 178,082 2,771,499 2,783,517 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,231,105 $8,580,878 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Net patient service revenue $2,271,679 $2,251,989 $6,814,018 $6,630,407 Other revenue 152,593 86,450 269,697 260,474 Total revenue 2,424,272 2,338,439 7,083,715 6,890,881 Costs and expenses Professional care of patients 1,216,091 1,162,540 3,621,304 3,303,382 General services 500,298 457,431 1,411,705 1,182,540 Administrative services 255,486 289,011 910,156 847,864 Other costs 133,512 94,325 254,587 327,121 Depreciation, depletion and amortization 146,226 136,354 431,742 391,371 Income from operations 172,659 198,778 454,221 838,603 Other income (expenses) Interest income 18,691 18,484 51,275 54,190 Interest expense( 125,531)( 125,857) ( 376,847) ( 377,798) Income before taxes on income 65,819 91,405 128,649 514,995 Provision for income taxes - - - - Net income $ 65,819 $ 91,405 $ 128,649 $ 514,995 Per share of common stock: Weighted average number of shares outstanding 17,260,536 18,496,369 17,437,654 18,527,035 Income per share $ 0.00 $ 0.00 $ 0.01 $ 0.03 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES $ 341,924 $ 632,334 CASH FLOWS FROM INVESTING ACTIVITIES Distributions received from joint venture 81,761 69,800 Payments for acquisition of property ( 182,523) ( 445,649) Net changes in escrow accounts ( 9,603) ( 9,603) Advances to employees ( 22,000) ( 22,000) Net cash used in investing activities ( 132,365) ( 407,452) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of Treasury stock ( 140,667) ( 10,596) Payments on borrowings ( 9,161) ( 8,210) Net cash used in financing activities ( 149,828) ( 18,806) Net increase in cash 59,731 206,076 Cash, beginning of period 2,096,886 1,807,951 Cash, end of period $2,156,617 $2,014,027 INTERWEST MEDICAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position as of September 30, 1996, and its results of operations for the three and nine months ended September 30, 1996 and 1995 and cash flows for the nine months ended September 30, 1996 and 1995. The results of operations for the period presented are not necessarily indicative of the results to be expected for a full year. 2. Income per share was computed by dividing the net income by the weighted average number of shares outstanding. REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Weaver and Tidwell, L.L.P., Independent Certified Public Accountants, have performed a review of the condensed consolidated balance sheet as of September 30, 1996 and the condensed consolidated statements of operations for the three and nine months ended September 30, 1996 and 1995, and cash flows for the nine months ended September 30, 1996 and 1995, in accordance with established professional standards and procedures for such a review. All adjustments or additional disclosures proposed by Weaver and Tidwell, L.L.P. have been reflected in the data presented. The report of Weaver and Tidwell, L.L.P. commenting upon their review is included as Part I - Exhibit I. INDEPENDENT ACCOUNTANT'S REVIEW REPORT To the Board of Directors InterWest Medical Corporation We have reviewed the condensed consolidated balance sheet of InterWest Medical Corporation as of September 30, 1996, and the related condensed consolidated statements of operations for the three and nine month periods ended September 30, 1996 and 1995, and cash flows for the nine months ended September 30, 1996 and 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists of obtaining an understanding of the system for the preparation of interim financial information, applying analytical review procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated statements referred to above, for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated March 1, 1996, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1995, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. WEAVER AND TIDWELL, L.L.P. Fort Worth, Texas November 4, 1996 510 PART I - EXHIBIT I Item 2. Management's Discussion and Analysis of Financial Position and Results of Operations. Changes in Balance Sheet Accounts Current assets were $3,599,934 and total assets were $8,231,105 at September 30, 1996 as compared to $3,575,998 current assets and $8,580,878 total assets at December 31, 1995. Current liabilities were $909,295 at September 30, 1996 as compared to $1,237,889 at December 31, 1995. Results of Operations For the Three Months Ended September 30, 1996, operating revenue was $2,424,272; costs and expenses were $2,251,613, net income was $65,819 and interest income was $18,691, as compared to the Three Months Ended September 30, 1995 operating revenue of $2,338,439, costs and expenses of $2,139,661, net income of $91,405 and interest income of $18,484. For the Nine Months Ended September 30, 1996, operating revenue was $7,083,715, costs and expenses were $6,629,494, interest income was $51,275 and net income was $128,649, as compared to the Nine Months Ended September 30, 1995, to operating revenue of $6,890,881, costs and expenses of $6,052,278, interest income of $54,190, and net income of $514,995. Cash Flows For the Nine Months Ended September 30, 1996, cash flows from operating activities were $341,924, cash flows from investing activities were ($132,365), cash flows from financing activities were ($149,828), net increase in cash was $59,731, cash at the beginning of the period was $2,096,886, and cash at the end of the period was $2,156,617 as compared to the Nine Months Ended September 30, 1995, cash flows from operating activities of $632,334, cash flows from investing activities of ($407,452), cash flows from financing activities of ($18,806), net increase in cash of $206,076, cash at the beginning of the period of $1,807,951 and cash at the end of the period of $2,014,027. PART II. OTHER INFORMATION Item 1. Legal Proceedings. Not applicable. Item 2. Changes in Securities. Not applicable. Item 3. Defaults upon Senior Securities. Not applicable. Item 4. Submission of Matters to a Vote of Securities Holders. Not applicable. Item 5. Other Information Not applicable. Item 6. Exhibits and Reports on Form 8-K. (a) None. (b) None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its half by the undersigned thereunto duly authorized. INTERWEST MEDICAL CORPORATION By: Arch B. Gilbert, President, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer Date: November 6, 1996 -----END PRIVACY-ENHANCED MESSAGE-----