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
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