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 1994
For Quarter Ended March 31, 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 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 outstnding of each of the
issuer's classes of common stock, as of the close of the period
covered by this report. 18,543,036 shares of Common Stock, $0.001
Par Value.
<PAGE>
<TABLE>
INTERWEST MEDICAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31, December 31,
1995 1994
(Unaudited)
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $1,758,742 $1,807,951
Accounts receivable - trade 1,524,911 1,571,206
Other receivables 22,155 -
Prepaid expenses 31,809 35,207
Total current assets 3,337,617 3,414,364
REAL ESTATE DEVELOPMENT
AND CONSTRUCTION COSTS 226,659 250,239
INVESTMENTS
Investment in joint venture 10,000 10,000
Capital stock, at cost
which approximates market 91,730 104,229
Other investments 28,750 28,750
130,480 142,979
PROPERTY AND EQUIPMENT, at cost
Land 176,442 176,442
Buildings and improvements 3,784,989 3,784,989
Equipment and furniture 583,011 574,078
Oil and gas properties (successful
effort method of accounting) 1,689,580 1,499,323
6,234,022 6,034,832
Less accumulated depreciation 1,590,378 1,464,161
4,643,644 4,570,671
OTHER ASSETS
Cash escrow accounts 25,222 22,021
Deferred financing costs, net 290,099 290,099
315,321 312,120
TOTAL ASSETS $8,653,721 $8,690,373
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities
<S> <C> <C>
of long-term debt $ 11,100 $ 11,100
Accounts payable 675,041 757,505
Accrued liabilities 331,635 492,009
Total current liabilities 1,017,776 1,260,614
LONG-TERM DEBT 4,569,195 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 ( 1,596,932) ( 1,809,269)
3,221,813 3,009,476
Less shares held in the treasury,
1995 - $1,456,964;
1994 - $1,428,964 155,063 151,574
3,066,750 2,857,902
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $8,653,721 $8,690,373
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements.
<PAGE>
INTERWEST MEDICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Operating revenue $2,238,798 $2,143,548
Costs and expenses
Operating costs 1,640,567 1,778,994
General and administrative expenses 276,892 284,577
Income before other income (expenses) 321,339 79,977
Other income (expenses)
Income from litigation settlement - 6,706
Interest income 17,005 10,500
Interest expense ( 126,007) ( 126,283)
Income (loss) before income taxes 212,337( 29,100)
Income tax provision (benefit) - -
Net income (loss) $ 212,337 ($ 29,100)
Per share of common stock:
Weighted average number
of shares outstanding 18,561,703 19,279,036
Income (loss) per share $0.01 ($0.00)
<FN>
See acconpanying Notes to Condensed Consolidated Financial Statements.
<PAGE>
INTERWEST MEDICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $165,632 ($198,169)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for acquisition of property (199,190) (94,744)
Advances to employees ( 22,000) (22,000)
Distributions received
from joint venture 12,500 -
Purchase of treasury stock ( 3,489) (29,070)
Net cash used
in investing activities ( 212,179) (145,814)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on borrowings (2,662) (2,386)
Net cash used
in financing activities (2,662) ( 2,386)
Net decrease in cash (49,209) (346,369)
Cash, beginning of period 1,807,951 2,080,523
Cash, end of period $1,758,742 $1,734,154
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
INTERWEST MEDICAL CORPORATION
NOTES TO 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 March 31, 1995, and its results of operations
and cash flows for the three months ended March 31, 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.
<PAGE>
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 March 31, 1995, and the condensed consolidated
statements of operations and cash flows for the three months ended
March 31, 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.
<PAGE>
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 March 31, 1995, and the related
condensed consolidated statements of operations for the three month
periods ended March 31, 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
May 8, 1995
485
<PAGE>
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 $3,337,617 and total assets were
$8,653,721 at March 31, 1995 as compared to $3,414,364 current
assets and $8,690,373 total assets at December 31, 1994. Current
liabilities were $1,017,776 at March 31, 1995 as compared to
$1,260,614 at December 31, 1994. Long term liabilities were
$4,569,195 at March 31, 1995 as compared to $4,571,857 at
December 31, 1994.
Results of Operations
For the Three Months Ended March 31, 1995, operating revenue
was $2,238,798; costs and expenses were $1,917,459, and net income
was $212,337, as compared to operating revenues of $2,143,548,
costs and expenses of $2,063,571 and net loss was ($29,100) for the
Three Months Ended March 31, 1994.
Cash Flows
For the Three Months Ended March 31, 1995, cash flows from
operating activities were $165,632, cash flows from investing
activities were ($212,179), cash flows from financing activities
was ($2,662), cash at the beginning of the period was $1,807,951,
and cash at the end of the period was $1,758,742, as compared to
cash flows from operating activities of ($198,169), cash flows from
investing activities of ($145,814), cash flows from financing
activities of ($2,386), cash at the beginning of the period of
$2,080,523, and cash at the end of the period of $1,734,154 for the
Three Months Ended March 31, 1994.
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 February 20, 1995
was filed, in which Item 5 was reported.
SIGNATURES
Pursuant to the requiremenets 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: May 10, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,758,742
<SECURITIES> 91,730
<RECEIVABLES> 1,524,911
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,337,617
<PP&E> 6,234,022
<DEPRECIATION> 1,590,378
<TOTAL-ASSETS> 8,653,721
<CURRENT-LIABILITIES> 1,017,776
<BONDS> 0
<COMMON> 20,000
0
0
<OTHER-SE> 3,046,750
<TOTAL-LIABILITY-AND-EQUITY> 8,653,721
<SALES> 2,238,798
<TOTAL-REVENUES> 2,238,798
<CGS> 1,640,567
<TOTAL-COSTS> 1,917,459
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 126,007
<INCOME-PRETAX> 212,337
<INCOME-TAX> 0
<INCOME-CONTINUING> 212,337
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 212,337
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>