-----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, RW8Jb49Qqj4WdIlqKrWKIPIChx0vFFADWfcTxNDFzjQFtfPqe8bujtDZQus6555D K7eR9/z4KzS4V1C19NaMuw== 0000717197-96-000009.txt : 19960812 0000717197-96-000009.hdr.sgml : 19960812 ACCESSION NUMBER: 0000717197-96-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960809 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: 96607024 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 June 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. 17,298,036 shares of Common Stock, $0.001 Par Value. INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 1996 1995 (Unaudited) ASSETS CURRENT ASSETS Cash $1,914,149 $ 2,096,886 Accounts receivable - trade 1,462,306 1,428,778 Other receivables 22,156 - Prepaid expenses 47,468 50,334 Total current assets 3,446,079 3,575,998 REAL ESTATE DEVELOPMENT AND CONSTRUCTION COSTS 203,113 226,659 INVESTMENTS Investment in joint venture - 45,960 Capital stock, at cost which approximates market 28,750 28,750 28,750 74,710 PROPERTY AND EQUIPMENT, at cost Land 176,442 176,442 Buildings and improvements 3,784,989 3,784,989 Equipment and furniture 636,590 607,943 Oil and gas properties (successful effort method of accounting) 1,348,647 1,231,776 5,946,668 5,801,150 Less accumulated depreciation 1,700,911 1,415,395 4,245,757 4,385,755 OTHER ASSETS Cash escrow accounts 42,231 35,829 Deferred financing costs, net 281,927 281,927 324,158 317,756 TOTAL ASSETS $8,247,857 $8,580,878 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 12,385 $ 12,385 Accounts payable 546,647 617,874 Accrued liabilities 420,217 607,630 Total current liabilities 979,249 1,237,889 LONG-TERM DEBT 4,553,448 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 ( 1,794,316) ( 1,857,146) 3,024,429 2,961,599 Less shares held in the treasury, 1996 2,701,964; 1995 1,645,964 309,269 178,082 2,715,160 2,783,517 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $8,247,857 $8,580,878 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1996 1995 1996 1995 Net patient service revenue $2,215,633 $2,238,630 $4,542,339 $4,378,418 Other revenue 72,520 75,014 117,104 174,024 Total revenue 2,288,153 2,313,644 4,659,443 4,552,442 Costs and expenses Professional care of patients 1,205,646 1,100,367 2,405,213 2,140,842 General services 460,734 404,392 911,407 779,321 Administrative services 287,313 281,961 654,670 558,853 Other costs 66,403 79,637 121,075 178,584 Depreciation, depletion and amortization 144,707 128,801 285,516 255,017 Income from operations 123,350 318,486 281,562 639,825 Other income (expenses) Interest income 16,175 18,701 32,584 35,706 Interest expense( 125,514)( 125,934) ( 251,316) ( 251,941) Income before taxes on income 14,011 211,253 62,830 423,590 Provision for income taxes - - - - Net income $ 14,011 $ 211,253 $ 62,830 $ 423,590 Per share of common stock: Weighted average number of shares outstanding 17,313,036 18,523,036 17,526,213 18,542,369 Income per share $ .00 $ .01 $ 0.00 $ 0.02 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES $ 48,394 $ 438,967 CASH FLOWS FROM INVESTING ACTIVITIES Distributions received from joint venture 80,000 57,800 Payments for acquisition of property ( 145,518) ( 274,405) Net changes in escrow accounts ( 6,402) ( 6,402) Advances to employees ( 22,000) ( 22,000) Net cash used in investing activities ( 93,920) ( 245,007) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of Treasury stock ( 131,187) ( 8,094) Payments on borrowings ( 6,024) ( 5,398) Net cash used in financing activities ( 137,211) ( 13,492) Net increase (decrease) in cash ( 182,737) 180,468 Cash, beginning of period 2,096,886 1,807,951 Cash, end of period $1,914,149 $1,988,419 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 June 30, 1996, and its results of operations for the three and six months ended June 30, 1996 and 1995 and cash flows for the six months ended June 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 (loss) per share was computed by dividing the net income (loss) 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 June 30, 1996 and the condensed consolidated statements of operations for the three and six months ended June 30, 1996 and 1995, and cash flows for the three and six months ended June 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 June 30, 1996, and the related condensed consolidated statements of operations for the three and six month periods ended June 30, 1996 and 1995, and cash flows for the six months ended June 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 August 2, 1996 505 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 $3,446,079 and total assets were $8,247,857 at June 30, 1996 as compared to $3,575,998 current assets and $8,580,878 total assets at December 31, 1995. Current liabilities were $979,249 at June 30, 1996 as compared to $1,237,889 at December 31, 1995. Results of Operations For the Three Months Ended June 30, 1996, operating revenue was $2,288,153; costs and expenses were $2,164,803, and net income was $14,011 and interest income was $16,175, as compared to the Three Months Ended June 30, 1995 operating revenues of $2,313,644, costs and expenses of $1,995,158, net income of $211,253 and interest income of $18,701. For the Six Months Ended June 30, 1996, operating revenue was $4,659,443, costs and expenses were $4,377,881, interest income was $32,584 and net income was $62,830, as compared, for the Six Months Ended June 30, 1995, to operating revenue of $4,552,442, costs and expenses of $3,912,617, interest income of $35,706, and net income of $423,590. Cash Flows For the Six Months Ended June 30, 1996, cash flows from operating activities were $48,394, cash flows from investing activities were ($93,920), cash flows from financing activities were ($137,211), net decrease in cash was ($182,737), cash at the beginning of the period was $2,096,886, and cash at the end of the period was $1,914,149 as compared to the Six Months Ended June 30, 1995, to cash flows from operating activities of $438,967, cash flows from investing activities of ($245,007), cash flows from financing activities of ($13,492), net increase in cash of $180,468, cash at the beginning of the period of $1,807,951 and cash at the end of the period of $1,988,419. 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 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: August 9, 1996 EX-27 2
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