-----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, WpN4RIJhXvevjsIqh1vILmNvQPRuevp50qDLRcz9Hc8D8N+/38qPuUmyoefaFzlh PboGu8K7+e0LkHahXvJDFQ== 0000717197-95-000008.txt : 19951120 0000717197-95-000008.hdr.sgml : 19951120 ACCESSION NUMBER: 0000717197-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951116 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST MEDICAL CORP CENTRAL INDEX KEY: 0000717197 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] 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: 95594335 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, 1995 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 organization) 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. 18,483,036 shares of Common Stock, $0.001 Par Value. INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 1995 1994 (Unaudited) ASSETS CURRENT ASSETS Cash $ 2,014,027 $1,807,951 Accounts receivable - trade 1,508,905 1,571,206 Other receivables 22,157 - Prepaid expenses 72,671 35,207 Total current assets 3,617,760 3,414,364 REAL ESTATE DEVELOPMENT AND CONSTRUCTION COSTS 226,658 250,239 INVESTMENTS Investment in joint venture 34,430 104,229 Capital stock, at cost which approximates market 28,750 28,750 Other investments 10,000 10,000 73,180 142,979 PROPERTY AND EQUIPMENT, at cost Land 176,442 176,442 Buildings and improvements 3,784,989 3,784,989 Equipment and furniture 604,161 574,078 Oil and gas properties (successful effort method of accounting) 1,914,889 1,499,323 6,480,481 6,034,832 Less accumulated depreciation 1,855,533 1,464,161 4,624,948 4,570,671 OTHER ASSETS Cash escrow accounts 31,624 22,021 Deferred financing costs, net 290,099 290,099 321,723 312,120 TOTAL ASSETS $ 8,864,269 $8,690,373 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 11,100 $ 11,100 Accounts payable 716,520 757,505 Accrued liabilities 210,701 492,009 Total current liabilities 938,321 1,260,614 LONG-TERM DEBT 4,563,647 4,571,857 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 (1,294,274) (1,809,269) 3,524,471 3,009,476 Less shares held in the treasury, 1995 - 1,516,964; 1994 - 1,428,964 162,170 151,574 3,362,301 2,857,902 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,864,269 $8,690,373 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1995 1994 1995 1994 Operating revenue $2,338,439 $2,207,856 $6,890,881 $6,261,626 Costs and expenses Operating costs 1,850,650 1,733,105 5,204,414 4,930,563 General and administrative expenses 289,011 398,327 847,864 1,095,838 Income before other income (expenses) 198,778 76,424 838,603 235,225 Other income (expenses) Gain on sale of oil and gas properties - 133,882 - 133,882 Income from litigation settlement - - - 6,706 Interest income 18,484 14,622 54,190 40,429 Interest expense (125,857) (126,149) (377,798) (378,649) Income before income taxes 91,405 98,779 514,995 37,593 Income tax provision - - - - Net income $ 91,405$ 98,779 $ 514,995$ 37,593 Per share of common stock: Weighted average number of shares outstanding 18,496,369 19,958,036 18,527,035 19,081,036 Income (loss) per share $ 0.00 $ 0.00 $ 0.03 $ 0.00 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES $ 632,334 ($ 194,669) CASH FLOWS FROM INVESTING ACTIVITIES Sale of property and equipment - 256,553 Distributions received from joint venture 69,800 43,500 Payments for acquisition of property (445,649) (295,491) Net change in escrow accounts (9,603) (6,668) Advances to employees (22,000) (22,000) Net cash used in investing activities (407,452) (24,106) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of stock for the Treasury (10,596) (71,513) Payments on borrowings (8,210) (7,359) Net cash used in financing activities (18,806) (78,872) Net increase (decrease) in cash 206,076 (297,647) Cash, beginning of period 1,807,951 2,080,523 Cash, end of period $2,014,027 $1,782,876 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, 1995, and its results of operations for the three and nine months ended September 30, 1995 and 1994 and cash flows for the nine months ended September 30, 1995 and 1994. 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, 1995, and the condensed consolidated statements of operations for the three and nine months ended September 30, 1995 and 1994, and cash flows for the nine months ended September 30, 1995 and 1994, 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, 1995, and the related condensed consolidated statements of operations for the three and nine month periods ended September 30, 1995 and 1994 and cash flows for the nine months ended September 30, 1995 and 1994. 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, 1994, 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 10, 1995, 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, 1994, 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 6, 1995 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 $3,617,760 and total assets were $8,864,269 at September 30, 1995 as compared to $3,414,364 current assets and $8,690,373 total assets at December 31, 1994. Current liabilities were $938,321 at September 30, 1995 as compared to $1,260,614 at December 31, 1994. Results of Operations For the Three Months Ended September 30, 1995, operating revenue was $2,338,439; costs and expenses were $2,139,661, net income was $91,405 and interest income was $18,484, as compared for the Three Months Ended September 30, 1994, to operating revenue of $2,207,856, costs and expenses of $2,131,432, net income of $98,779 and interest income of $14,622. For the Nine Months Ended September 30, 1995, operating revenue was $6,890,881, costs and expenses were $6,052,278, interest income was $54,190 and net income was $514,995, as compared, for the Nine Months Ended September 30, 1994, to operating revenue of $6,261,626, costs and expenses of $6,026,401, interest income of $40,429, and net income of $37,593. Cash Flows For the Nine Months Ended September 30, 1995, cash flows from operating activities were $632,334, cash flows from investing activities were ($407,452), cash flows from financing activities were ($18,806), net increase in cash was $206,076, cash at the beginning of the period was $1,807,951, and cash at the end of the period was $2,014,027 as compared to the Nine Months Ended September 30, 1994, to cash flows from operating activities of ($194,669), cash flows from investing activities of ($24,106), cash flows from financing activities of ($78,872), net decrease in cash of ($297,647), cash at the beginning of the period of $2,080,523, and cash at the end of the period of $1,782,876. 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) A report on Form 8-K, dated August 2, 1995 was filed, in which item 5 was reported. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INTERWEST MEDICAL CORPORATION By: Arch B. Gilbert, President Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer Date: November 10, 1995 EX-27 2
5 9-MOS DEC-31-1995 SEP-30-1995 2,014,027 0 1,507,609 23,453 0 3,617,760 6,480,481 1,855,533 8,864,269 938,321 0 20,000 0 0 3,342,301 8,864,269 6,890,881 6,945,071 5,204,414 5,504,414 847,864 0 377,798 514,995 0 514,995 0 0 0 514,995 .03 .03
-----END PRIVACY-ENHANCED MESSAGE-----