INTERWEST MEDICAL CORP
10-Q, 1996-05-13
INVESTORS, NEC
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                    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 March 31, 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.  17,348,036 shares of Common Stock, $0.001
Par Value.  


                       INTERWEST MEDICAL CORPORATION
                   CONDENSED CONSOLIDATED BALANCE SHEETS

                                      March 31,    December 31,
                                         1996          1995    
                                     (Unaudited)
                       ASSETS

CURRENT ASSETS
 Cash                                 $1,848,858    $ 2,096,886
 Accounts receivable - trade           1,473,486      1,428,778
 Other receivables                        22,155           -   
 Prepaid expenses                         70,484         50,334

     Total current assets              3,414,983      3,575,998

REAL ESTATE DEVELOPMENT 
AND CONSTRUCTION COSTS                   226,659        226,659

INVESTMENTS
 Investment in joint venture              45,960         45,960
 Capital stock, at cost 
   which approximates market              28,750         28,750

                                          74,710         74,710

PROPERTY AND EQUIPMENT, at cost
 Land                                    176,442        176,442
 Buildings and improvements            3,784,989      3,784,989
 Equipment and furniture                 607,943        607,943
 Oil and gas properties (successful 
   effort method of accounting)        1,291,315      1,231,776

                                       5,860,689      5,801,150
 Less accumulated depreciation         1,556,204      1,415,395

                                       4,304,485      4,385,755
OTHER ASSETS
 Cash escrow accounts                     39,030         35,829
 Deferred financing costs, net           281,927        281,927

                                         320,957        317,756

TOTAL ASSETS                          $8,341,794     $8,580,878


    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Current maturities of long-term debt $   12,385     $   12,385
 Accounts payable                        594,634        617,874
 Accrued liabilities                     470,516        607,630

     Total current liabilities         1,077,535      1,237,889

LONG-TERM DEBT                         4,556,605      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                    ( 1,808,327)   ( 1,857,146)

                                       3,010,418      2,961,599
 Less shares held in the treasury, 
   1996 $2,651,964; 1995 $1,645,964      302,764        178,082

                                       2,707,654      2,783,517
TOTAL LIABILITIES AND 
 STOCKHOLDERS' EQUITY                 $8,341,794     $8,580,878

                       INTERWEST MEDICAL CORPORATION
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)



                                                   Three Months Ended
                                                   March 31,      
                                             1996         1995  

Net patient service revenue              $2,326,706   $2,139,788
Other revenue                                44,584       99,010

     Total revenue                        2,371,290    2,238,798

Costs and expenses
 Professional care of patients            1,199,567    1,040,475
 General services                           450,673      374,929
 Administrative services                    367,357      276,892
 Other costs                                 54,672       98,947
 Depreciation, depletion 
   and amortization                         140,809      126,216

     Income from operations                 158,212      321,339

Other income (expenses)
 Interest income                             16,409       17,005
 Interest expense                       (   125,802) (   126,007)

     Income before 
      taxes on income                        48,819      212,337

Provision for income taxes                     -            -   

     Net income                          $   48,819   $  212,337


Per share of common stock:
 Weighted average number 
   of shares outstanding                 17,739,390   18,561,703


Income per share                         $      .00   $      .01

                        INTERWEST MEDICAL CORPORATION
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)



                                                   Three Months Ended
                                                   March 31,       
                                            1996         1995   


CASH FLOWS FROM OPERATING ACTIVITIES    ($   38,940)  $  165,632



CASH FLOWS FROM INVESTING ACTIVITIES
 Payments for acquisition of property   (    59,539) (   199,190)
 Advances to employees                  (    22,000) (    22,000)
 Distributions received 
   from joint venture                          -          12,500
 Purchase of treasury stock             (   124,682) (     3,489)

     Net cash used in 
      investing activities              (   206,221) (   212,179)



CASH FLOWS FROM FINANCING ACTIVITIES
 Payments on borrowings                 (     2,867) (     2,662)

     Net cash used in 
      financing activities              (     2,867) (     2,662)

     Net decrease in cash               (   248,028) (    49,209)

Cash, beginning of period                 2,096,886    1,807,951

Cash, end of period                      $1,848,858   $1,758,742

                        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 March 31, 1996, and  its results of operations
   and cash flows for the three months ended March 31, 1996 and
   1995.  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 March 31, 1996, and the condensed consolidated
statements of operations for the three ended March 31, 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 March 31, 1996, and the related
condensed consolidated statements of operations for the three month
periods ended March 31, 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
May 8, 1996

501


                            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 $3,414,983 and total assets were
$8,341,794 at March 31, 1996 as compared to $3,575,998 current
assets and $8,580,878 total assets at December 31, 1995.  Current
liabilities were $1,077,535 at March 31, 1996 as compared to
$1,237,889 at December 31, 1995.  Long-term liabilities were
$4,556,605 at March 31, 1996 as compared to $4,559,472 at
December 31, 1995.  


Results of Operations

    For the Three Months Ended March 31, 1996, operating revenue
was $2,371,290; costs and expenses were $2,213,078, and net income
was $48,819 as compared to operating revenues of $2,238,798, costs
and expenses of $1,917,459, and net income was $212,337 for the
Three Months Ended March 31, 1995.  


Cash Flows

    For the Three Months Ended March 31, 1996, cash flows from
operating activities were ($38,940), cash flows from investing
activities were ($206,221), cash flows from financing activities
were ($2,867), cash at the beginning of the period was $2,096,886,
and cash at the end of the period was $1,848,858 as compared to 
cash flows from operating activities of $165,632, cash flows from
investing activities of ($212,179), cash flows from financing
activities of ($2,662), and cash at the beginning of the period of
$1,807,951, and cash at the end of the period of $1,758,742 for the
Three Months Ended March 31, 1995.  
 

                         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:    May 10, 1996



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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                    3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,848,858
<SECURITIES>                                         0
<RECEIVABLES>                                1,473,486
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,414,983
<PP&E>                                       5,860,689
<DEPRECIATION>                               1,556,204
<TOTAL-ASSETS>                               8,341,794
<CURRENT-LIABILITIES>                        1,077,535
<BONDS>                                              0
<COMMON>                                        20,000
                                0
                                          0
<OTHER-SE>                                   2,687,654
<TOTAL-LIABILITY-AND-EQUITY>                 8,341,794
<SALES>                                      2,371,290
<TOTAL-REVENUES>                             2,371,290
<CGS>                                        2,158,406
<TOTAL-COSTS>                                2,158,406
<OTHER-EXPENSES>                                54,672
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             125,802
<INCOME-PRETAX>                               (48,819)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (48,819)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (48,819)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

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