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 March 31, 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 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. 16,182,861 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 March 31, 2000, and its results of operations for the three months ended March 31, 2000 and 1999, and cash flows for the three months ended March 31, 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, have performed a review of the condensed consolidated balance sheet as of March 31, 2000 and the condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2000 and 1999, and cash flows for the three months ended March 31, 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 March 31, 2000, and the related condensed consolidated statements of operations and comprehensive income for the three month periods ended March 31, 2000 and 1999, and cash flows for the three months ended March 31, 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 3, 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 May 9, 2000 583 5 PART I - EXHIBIT I INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS March 31, December 31, 2000 1999 ------------- ------------- ASSETS CURRENT ASSETS Cash $ 209,932 $ 947,420 Accounts receivable - trade 2,422,776 2,436,376 Investments - trading 5,685,899 5,667,540 Prepaid expenses and other receivables 70,311 65,006 ------------- ------------- Total current assets 8,388,918 9,116,342 PROPERTY AND EQUIPMENT, at cost Land 294,354 294,354 Buildings and improvements 3,958,924 3,958,924 Equipment and furniture 1,045,429 1,040,724 Oil and gas properties (successful efforts method of accounting) 441,235 414,150 ------------- ------------- 5,739,942 5,708,152 Less accumulated depreciation and depletion 2,070,535 2,009,519 ------------- ------------- 3,669,407 3,698,633 OTHER ASSETS Cash escrow accounts 48,538 45,337 Deferred financing costs, net 387,345 387,345 ------------- ------------- 435,883 432,682 ------------- ------------- TOTAL ASSETS $ 12,494,208 $ 13,247,657 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 95,811 $ 123,544 Accounts payable 1,217,446 1,368,813 Accrued salaries 494,818 672,640 Income taxes payable 66,827 774,346 Deferred tax liability - current -- 70,540 ------------- ------------- Total current liabilities 1,874,902 3,009,883 DEFERRED TAX LIABILITY 15,590 37,626 LONG-TERM DEBT 4,428,515 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 2,078,555 1,665,267 Notes receivable officer (162,500) (160,000) ------------- ------------- 7,034,800 6,624,012 Less cost of shares held in the treasury, 2000 - 5,817,139 shares ; 1999 - 5,816,139 shares 859,599 859,424 ------------- ------------- 6,175,201 5,764,588 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,494,208 $ 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 March 31, 2000 1999 ------------ ------------ REVENUES Patient service revenue $ 3,173,602 $ 2,770,073 Other revenue 22,722 27,426 ------------ ------------ Total revenue 3,196,324 2,797,499 COSTS AND EXPENSES Professional care of patients 1,729,566 1,468,314 General services 510,497 523,286 Administrative services 740,494 399,461 Other costs 15,713 6,696 Depreciation, depletion and amortization 61,015 80,138 ------------ ------------ Income from operations 139,039 319,604 OTHER INCOME (EXPENSES) Investment income 541,626 735,771 Interest income 22,799 3,126 Interest expense (94,909) (91,650) ------------ ------------ Income before taxes on income 608,555 966,851 Provision for income taxes 195,317 328,729 ------------ ------------ Net income 413,238 638,122 Other comprehensive income, net of tax Unrealized losses on securities -- (388,611) ------------ ------------ Comprehensive income $ 413,238 $ 249,511 ============ ============ Weighted averages shares outstanding 16,183,611 14,194,728 ============ ============ Earnings per common share - basic and diluted $ 0.03 $ 0.04 ============ ============ See Accompanying Notes to Condensed Consolidated Financial Statements 7 INTERWEST MEDICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, March 31, 2000 1999 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES $ (671,045) $ 15,399 CASH FLOWS FROM INVESTING ACTIVITIES Payments for acquisition of property (31,790) (50,146) Purchase of investments -- (4,408,404) Proceeds from sale of investments -- 4,397,324 ----------- ----------- Net cash used in investing activities (31,790) (61,226) CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (175) (420) Payments on borrowings (34,478) (15,555) ----------- ----------- Net cash used in financing activities (34,653) (15,975) ----------- ----------- Net increase (decrease) in cash (737,488) (61,802) CASH, beginning of period 947,420 460,329 ----------- ----------- CASH, end of period $ 209,932 $ 398,527 =========== =========== See Accompanying Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Position and Results of Operations. Changes in Balance Sheet Accounts Current assets were $8,388,918 and total assets were $12,494,208 at March 31, 2000 as compared to $9,116,342 current assets and $13,247,657 total assets at December 31, 1999. Current liabilities were $1,874,902 at March 31, 2000 as compared to $3,009,883 at December 31, 1999. Results of Operations For the Three Months Ended March 31, 2000, operating revenue was $3,196,324; costs and expenses were $3,057,285, net income was $413,238 and interest income was $22,799, as compared to the Three Months Ended March 31, 1999, operating revenue of $2,797,499, costs and expenses of $2,477,895, net income of $638,122 and interest income of $3,126. Cash Flows For the Three Months Ended March 31, 2000, cash flows from operating activities were ($671,045), cash flows from investing activities were ($31,790), cash flows from financing activities were ($34,653), net decrease in cash was ($737,488), cash at the beginning of the period was $947,420, and cash at the end of the period was $209,932 as compared to the Three Months Ended March 31, 1999, to cash flows from operating activities of $15,399, cash flows from investing activities of ($61,266), cash flows from financing activities of ($15,975), net decrease in cash of ($61,802), cash at the beginning of the period of $460,329 and cash at the end of the period of $398,527. 9 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) Bonus to officer reported on Form 8-K dated March 24, 2000. 10 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 By: /s/ ARCH B. GILBERT ---------------------------------- Arch B. Gilbert, President, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer Date: May 10, 2000 11 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule