-----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, McDhuJHb85fp+oe2UHuW8Xzu9eo/s3R9i8M/CFRMAgFQkOubKn9h0LSU/7SCMUgr tslGG7B5GQ5iLhv/XCV/Rw== /in/edgar/work/0000950134-00-009469/0000950134-00-009469.txt : 20001114 0000950134-00-009469.hdr.sgml : 20001114 ACCESSION NUMBER: 0000950134-00-009469 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERWEST MEDICAL CORP CENTRAL INDEX KEY: 0000717197 STANDARD INDUSTRIAL CLASSIFICATION: [8051 ] IRS NUMBER: 751864474 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11881 FILM NUMBER: 759825 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 d81828e10-q.txt FORM 10-Q FOR QUARTER ENDED SEPTEMBER 30, 2000 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, 2000 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. 16,182,111 shares of Common Stock, $0.001 Par Value. 2 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, 2000, and its results of operations for the three and nine months ended September 30, 2000 and 1999, and cash flows for the nine months ended September 30, 2000 and 1999. 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. 3 REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Weaver and Tidwell, L.L.P., Independent Certified Public Accountants, has performed a review of the condensed consolidated balance sheet of InterWest Medical Corporation as of September 30, 2000 and the condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2000 and 1999, and cash flows for the nine months ended September 30, 2000 and 1999, 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. 4 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, 2000, and the related condensed consolidated statements of operations and comprehensive income for the three and nine month periods ended September 30, 2000 and 1999, and cash flows for the nine months ended September 30, 2000 and 1999. 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, 1999, 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 18, 2000, 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, 1999, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ WEAVER AND TIDWELL, L.L.P. WEAVER AND TIDWELL, L.L.P. Fort Worth, Texas November 8, 2000 596 PART I - EXHIBIT I 5 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2000 1999 -------------- -------------- (unaudited) ASSETS CURRENT ASSETS Cash $ 428,770 $ 947,420 Investments available for sale 4,045,042 5,667,540 Accounts receivable - trade 2,487,211 2,436,376 Prepaid expenses 83,672 65,006 Deferred tax asset 560,835 -- -------------- -------------- Total current assets 7,605,530 9,116,342 -------------- -------------- PROPERTY AND EQUIPMENT, at cost Land 294,354 294,354 Buildings and improvements 3,960,924 3,958,924 Equipment and furniture 1,121,832 1,040,724 Oil and gas properties (successful effort method of accounting) 304,639 414,150 -------------- -------------- 5,681,749 5,708,152 Less accumulated depreciation 2,077,392 2,009,519 -------------- -------------- 3,604,357 3,698,633 -------------- -------------- OTHER ASSETS Cash escrow accounts 54,940 45,337 Deferred financing costs, net 387,345 387,345 -------------- -------------- 442,285 432,682 -------------- -------------- TOTAL ASSETS $ 11,652,172 $ 13,247,657 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 45,505 $ 123,544 Accounts payable 1,182,568 1,368,813 Accrued expenses 490,773 672,640 Income taxes payable 216,743 774,346 Deferred tax liability - current -- 70,540 -------------- -------------- Total current liabilities 1,935,589 3,009,883 DEFERRED TAX LIABILITY -- 37,626 LONG-TERM DEBT 4,405,457 4,435,560 STOCKHOLDERS' EQUITY Common stock, par value $0.001 authorized 50,000,000 shares; issued 22,000,000 shares 22,000 22,000 Additional paid-in capital 5,096,745 5,096,745 Retained earnings 1,214,630 1,665,267 -------------- -------------- Less 6,333,375 6,784,012 Shares held in the treasury 2000, 5,817,889 shares; 1999, 5,816,139 shares 859,749 859,424 Notes receivable - officer 162,500 160,000 -------------- -------------- 1,022,249 1,019,424 -------------- -------------- 5,311,126 5,764,588 -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,652,172 $ 13,247,657 ============== ==============
See Accompanying Notes to Condensed Consolidated Financial Statements. 6 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Net patient service revenue $ 3,106,632 $ 2,724,678 $ 9,366,549 $ 8,272,803 Other revenue 28,270 33,785 145,815 80,963 ------------ ------------ ------------ ------------ Total revenue 3,134,902 2,758,463 9,512,364 8,353,766 COSTS AND EXPENSES Professional care of patients 1,817,754 1,626,824 5,261,821 4,582,254 General services 574,399 585,027 1,643,881 1,648,742 Administrative services 442,150 347,276 1,711,877 1,180,061 Other costs 5,317 133,086 36,715 152,887 Depreciation, depletion and amortization 64,997 48,014 191,009 207,941 ------------ ------------ ------------ ------------ Income from operations 230,285 18,236 667,061 581,881 OTHER INCOME (EXPENSES) Interest income 13,408 31,253 64,197 42,727 Interest expense (154,658) (80,951) (359,410) (266,917) Gain (loss) on sale of investments (765,419) (155,189) (1,053,677) 537,575 ------------ ------------ ------------ ------------ Income (loss) before taxes on income (676,384) (186,651) (681,829) 895,266 Provision (benefit) for income taxes (229,341) (63,462) (231,192) 304,390 ------------ ------------ ------------ ------------ Net income (loss) (447,043) (123,189) (450,637) 590,876 OTHER COMPREHENSIVE INCOME Unrealized losses on securities -- 439,834 -- 386,246 ------------ ------------ ------------ ------------ Comprehensive income $ (447,043) $ 316,645 $ (450,637) $ 977,122 ============ ============ ============ ============
See Accompanying Notes to Condensed Consolidated Financial Statements. 7 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended Nine Months Ended September 30, September 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Per share of common stock Weighted average number of shares outstanding 16,182,111 16,188,528 16,182,611 14,858,484 ============ ============ ============ ============ Earnings per common share - basic and diluted $ (0.03) $ (0.01) $ (0.03) $ 0.04 ============ ============ ============ ============
See Accompanying Notes to Condensed Consolidated Financial Statements. 8 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, ---------------------------- 2000 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES $ (363,800) $ 172,788 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property and equipment 80,000 -- Proceeds from sale of investments -- 9,682,051 Purchase of marketable securities -- (6,552,679) Payments for acquisition of property (116,780) (223,539) Net changes in escrow accounts (9,603) (9,603) ------------ ------------ Net cash used in investing activities (46,383) 2,896,230 CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (325) (2,020) Payments on borrowings (108,142) (104,550) ------------ ------------ Net cash used in financing activities (108,467) (106,570) ------------ ------------ Net change in cash (518,650) 2,962,448 CASH, beginning of period 947,420 460,329 ------------ ------------ CASH, end of period $ 428,770 $ 3,422,777 ============ ============
See Accompanying Notes to Condensed Consolidated Financial Statements. 9 Item 2. Management's Discussion and Analysis of Financial Position and Results of Operations. Changes in Balance Sheet Accounts Current assets were $7,605,530 and total assets were $11,652,172 at September 30, 2000 as compared to $9,116,342 current assets and $13,247,657 total assets at December 31, 1999. Current liabilities were $1,935,589 at September 30, 2000 as compared to $3,009,883 at December 31, 1999. Results of Operations For the Three Months Ended September 30, 2000, operating revenue was $3,134,902; costs and expenses were $2,904,127, net loss was ($447,043) and interest income was $13,408, as compared to the Three Months Ended September 30, 1999, operating revenue of $2,758,463, costs and expenses of $2,740,227, net loss of ($123,189) and interest income of $31,253. For the Nine Months Ended September 30, 2000, operating revenue was $9,512,364; costs and expenses were $8,845,303, net loss was ($450,637) and interest income was $64,197, as compared to the Nine Months Ended September 30, 1999, operating revenue of $8,353,766, costs and expenses of $7,771,885, net income of $590,876 and interest income of $42,727. Cash Flows For the Nine Months Ended September 30, 2000, cash flows from operating activities were ($363,800), cash flows from investing activities were ($46,383), cash flows from financing activities were ($108,467), net change in cash was ($518,650), cash at the beginning of the period was $947,420, and cash at the end of the period was $428,770 as compared to the Nine Months Ended September 30, 1999, to cash flows from operating activities of $172,788, cash flows from investing activities of $2,896,280, cash flows from financing activities of ($106,570), net change in cash of $2,962,448, cash at the beginning of the period of $460,329 and cash at the end of the period of $3,442,777. 10 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) Exhibits. 27 Financial Data Schedule (b) None. 11 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 /s/ ARCH B. GILBERT By: Arch B. Gilbert, President, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer Date: November 9, 2000 12 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 27 Financial Data Schedule
EX-27 2 d81828ex27.txt FINANCIAL DATA SCHEDULE
5 9-MOS DEC-31-2000 SEP-30-2000 428,770 4,045,042 0 0 0 7,605,530 5,681,749 2,077,392 11,652,172 1,935,589 0 0 0 22,000 5,289,126 11,652,172 9,366,549 9,512,364 8,845,303 989,480 0 359,410 (681,829) (231,192) (450,637) 0 0 0 0 (450,637) (0.03) (0.03)
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