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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 June 30, 2001 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
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(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. 15,930,111
shares of Common Stock, $0.001 Par Value.
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INTERWEST MEDICAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2001 2000
----------- -----------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 727,257 $ 885,513
Accounts receivable - trade 2,432,444 2,485,753
Income taxes receivable 898,736 898,736
Investments - trading 1,351,262 1,379,138
Prepaid expenses and other receivables 102,633 85,095
Deferred tax asset 305,077 305,077
----------- -----------
Total current assets 5,817,409 6,039,312
PROPERTY AND EQUIPMENT, at cost
Land 294,354 294,354
Buildings and improvements 3,959,996 3,958,924
Equipment and furniture 1,265,728 1,111,681
Oil and gas properties (successful efforts method of accounting) 166,949 166,949
----------- -----------
5,687,027 5,531,908
Less accumulated depreciation 2,167,027 2,038,847
----------- -----------
3,520,000 3,493,061
OTHER ASSETS
Cash escrow accounts 65,615 59,213
Deferred financing costs, net 374,670 374,670
----------- -----------
440,285 433,883
----------- -----------
TOTAL ASSETS $ 9,777,694 $ 9,966,256
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 43,938 $ 43,938
Accounts payable 1,494,044 1,561,384
Accrued expenses 527,405 655,499
----------- -----------
Total current liabilities 2,065,387 2,260,821
----------- -----------
DEFERRED TAX LIABILITY 95,550 95,550
LONG-TERM DEBT 4,366,134 4,388,104
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 (818,133) (846,975)
----------- -----------
4,300,612 4,271,770
Less
Cost of shares held in the treasury
2001 - 6,069,889 shares; 2000 - 5,817,889 shares 889,989 889,989
Notes receivable - officer 160,000 160,000
----------- -----------
3,250,623 3,221,781
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,777,694 $ 9,966,256
=========== ===========
See Accompanying Notes to Condensed
Consolidated Financial Statements.
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INTERWEST MEDICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Net patient service revenue $ 3,474,853 $ 3,086,315 $ 6,704,682 $ 6,259,917
Other revenue 24,430 94,823 43,541 117,545
------------ ------------ ------------ ------------
Total revenue 3,499,283 3,181,138 6,748,223 6,377,462
COSTS AND EXPENSES
Professional care of patients 1,906,990 1,714,501 3,722,232 3,444,067
General services 609,703 558,985 1,180,734 1,069,482
Administrative services 636,872 529,233 1,170,445 1,269,727
Other costs 3,216 15,685 8,800 31,398
Depreciation, depletion
and amortization 64,090 64,997 128,180 126,012
------------ ------------ ------------ ------------
Income from operations 278,412 297,737 537,832 436,776
OTHER INCOME (EXPENSES)
Interest income 4,929 27,990 12,285 50,789
Interest expense (86,147) (109,843) (185,502) (204,752)
Investment income (loss) 184,113 (829,884) (335,773) (288,258)
------------ ------------ ------------ ------------
Income (loss) before
taxes on income (loss) 381,307 (614,000) 28,842 (5,445)
Provision (benefit)
for income taxes -- (197,168) -- (1,851)
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 381,307 ($ 416,832) $ 28,842 ($ 3,594)
============ ============ ============ ============
Weighted average number
of shares outstanding 15,930,111 16,182,151 15,930,111 16,182,861
============ ============ ============ ============
Earnings per common share -
basic and diluted $ 0.02 ($ 0.03) $ 0.00 $ 0.00
============ ============ ============ ============
See Accompanying Notes to Condensed
Consolidated Financial Statements.
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INTERWEST MEDICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
----------------------------
2001 2000
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES $ 25,235 ($370,430)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for acquisition of property (155,119) (114,780)
Net changes in escrow accounts (6,402) (6,402)
--------- ---------
Net cash provided by
(used in) investing activities (161,521) (121,182)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of treasury stock -- (325)
Payments on borrowings (21,970) (70,283)
Sale of property and equipment -- 80,000
--------- ---------
Net cash provided by
(used in) financing activities (21,970) 9,392
--------- ---------
Net increase (decrease) in cash (158,256) (482,220)
CASH, beginning of period 885,513 947,420
--------- ---------
CASH, end of period $ 727,257 $ 465,200
========= =========
See Accompanying Notes to Condensed
Consolidated Financial Statements.
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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 June 30, 2001,
and its results of operations for the three and six months ended June
30, 2001 and 2000, and cash flows for the six months ended June 30,
2001 and 2000. 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.
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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 June 30,
2001 and the condensed consolidated statements of operations for the three and
six months ended June 30, 2001 and 2000, and cash flows for the six months ended
June 30, 2001 and 2000, 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.
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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 June 30, 2001, and the related condensed consolidated
statements of operations for the three and six month periods ended June 30, 2001
and 2000, and cash flows for the six months ended June 30, 2001 and 2000. 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, 2000, 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 13, 2001, 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, 2000, 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
August 9, 2001
PART I - EXHIBIT I
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Item 2. Management's Discussion and Analysis of Financial
Position and Results of Operations.
Changes in Balance Sheet Accounts
Current assets were $5,817,409 and total assets were $9,777,694 at June 30, 2001
as compared to current assets $6,039,312 and $9,966,256 total assets at December
31, 2000. Current liabilities were $2,065,387 at June 30, 2001 as compared to
$2,260,821 at December 31, 2000.
Results of Operations
For the Three Months Ended June 30, 2001, operating revenue was $3,499,283;
costs and expenses were $3,220,871, net income was $381,307 and interest income
was $4,929, as compared to the Three Months Ended June 30, 2000, operating
revenue of $3,181,138 , costs and expenses of $2,883,401, net income of
($416,832) and interest income of $27,990.
For the Six Months Ended June 30, 2001, operating revenue was $6,748,223; costs
and expenses were $6,210,391; net income was $28,842 and interest income was
$12,285, as compared to the Six Months Ended June 30, 2000, operating revenue of
$6,377,462; costs and expenses of $5,940,686; net loss of ($3,594) and interest
income of $50,789.
Cash Flows
For the Six Months Ended June 30, 2001, cash flows from operating activities
were $25,235, cash flows from investing activities were ($161,521), cash flows
from financing activities were ($21,970), net decrease in cash was ($158,256),
cash at the beginning of the period was $885,513, and cash at the end of the
period was $727,257 as compared to the Six Months Ended June 30, 2000, to cash
flows from operating activities of ($370,430), cash flows from investing
activities of ($121,182), cash flows from financing activities of $9,392, net
decrease in cash of ($482,220), cash at the beginning of the period of $947,420,
and cash at the end of the period of $465,200.
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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.
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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: August 13, 2001