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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended
December 31, 1995.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the Transition Period
From to
Commission file number No. 0-11881
INTERWEST MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 75-1864474
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
3221 Hulen Street, Suite C
Fort Worth, Texas 76107-6193
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 731-2743
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
As of March 18, 1996, the aggregate market value of the
14,059,036 shares of voting Common Stock held by non-affiliates of
the Company was approximately $1,581,678 based on the average bid
and asked price on that date.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of
registrant's classes of Common Stock, as of the latest practicable
date.
Shares Outstanding
Class as of March 18, 1996
Common Stock, 18,354,036
$0.001 Par Value
DOCUMENTS INCORPORATED BY REFERENCE
(a) Prospectus dated June 6, 1983 - incorporated by reference in
Part I.
(b) Exhibits to the Registration Statement No. 2-82655 on Form S-
18 - Part IV.
(c) Form 8-K, dated July 2, 1990.
FORM 10-K
INTERWEST MEDICAL CORPORATION
PART I
Item 1. Business.
InterWest Medical Corporation (the "Company") was incorporated
under the laws of the State of Oklahoma on March 3, 1983. The
principal office and place of business of the Company is located at
Suite C, 322l Hulen Street, Fort Worth, Texas 76107-6193. Its
telephone number is (817) 731-2743.
The Company was organized to engage in the business of
developing, operating and owning surgery centers itself and in
association with others. The Company did not, however, develop any
surgery centers.
In April, 1984, the Company commenced efforts to develop
nursing homes in an effort to diversify its efforts. The Company
built and sold to an unrelated purchaser a 187-bed skilled nursing
home in Vista, California. The Company presently owns and operates
a 156-bed skilled nursing home in Colton, California. The Company
does not at this time have any plans to develop other nursing
homes.
The Company has invested funds in nursing homes, in
residential real estate developments and in the oil business.
All of the industries in which the Company has invested are
extremely competitive in all phases. Many of its competitors, both
public and private, possess and employ financial and personnel
resources substantially greater than those which are currently
available to the Company.
Item 2. Properties.
Nursing Home Business
The Company owns and operates a 156-bed skilled nursing home
located on a 9 acre parcel of land in Colton, California. At
December 31, 1995, the Company had a cost of $4,385,755 in such
facility. In 1995, the facility had an operating income of
$1,143,251.
Residential Development
The Company purchased a 2 acre parcel of land in Modesto,
California at a cost of $243,558 for the location of a nursing
home. The Company decided not to build such nursing home but to
develop the land for 12 residential lots. Two houses have been
built on this tract, but they have not been sold. Ten lots have
been sold to date.
The Company acquired a 148.73 acre tract of land in Miami
County, Kansas at a cost of $176,328, for the purpose of developing
14 residential lots. Twelve of the lots have been sold.
The Company, through a joint venture, acquired a 50% interest
in 370 acres in Douglas County, Kansas, for the purpose of
developing 33 residential lots, at a cost of $175,000. Twenty-
seven lots have been sold.
Oil Business
The Company has acquired oil and gas leases and properties in
the states of Texas, Oklahoma, Mississippi and Louisiana. At
December 31, 1995, the Company had a cost of $1,231,776 in such
properties.
(a) Oil and Gas Revenues.
A description of the Company's net quantity of oil and gas
reserves is contained in the unaudited Supplemental Information of
the accompanying financial statements. Estimates of reserves are
not presented as being based on estimates prepared or reviewed by
independent consultants. All such estimates were made in
accordance with regulations promulgated by the Securities and
Exchange Commission. The referenced reserve reports are available
for examination at the corporate headquarters.
The Company has no long-term supply or similar agreements with
foreign governments or authorities. No major discovery or other
favorable or adverse event has caused a significant change in the
estimated proved reserves. The Company has not filed with or
included in reports to any federal authority or agency, other than
the SEC, any estimate of total proved net oil and gas reserves.
All of the Company's production, acreage and drilling activity is
located in the United States.
The changes in proved developed reserves for 1993, 1994 and
1995 were as follows:
Petroleum Natural
Liquids Gas
(bbls) (MCF)
Reserves at December 31, 1992 9,108 1,312,247
Extensions and discoveries 4,918 183,986
Purchases of reserves-in-place 438 44,203
Production (2,621) (195,093)
Revision of estimates (2,746) (301,203)
Reserves at December 31, 1993 9,097 1,044,140
Extensions and discoveries 225 12,662
Purchases of reserves-in-place 26,345 -
Sale of reserves-in-place ( 131) ( 3,616)
Production ( 3,525) ( 180,696)
Revision of estimates ( 1,331) ( 207,800)
Reserves at December 31, 1994 30,680 664,690
Production (6,654) (121,967)
Revision of estimates (19,086) 97,677
Reserves at December 31, 1995 4,940 640,400
The standardized measure of discounted estimated future net
cash flows, and changes therein, related to proved oil and gas
reserves are as follows (thousands of dollars) for 1995, 1994 and
1993:
1995 1994 1993
Future cash inflows $1,251 $1,416 $2,433
Future development and
production costs 621 907 1,014
Future income tax expense - - -
Future net cash flows $ 630 509 1,419
10% annual discount 159 111 415
Standardized measure of
discounted future cash flows $ 471 $ 398 $1,004
Primary changes in standardized
measure of discounted future
net cash flow:
1995 1994 1993
Net changes in prices and
production costs $ 218 ($ 594) $ 38
Extensions, discoveries and
improved recovery - 29 249
Purchases of reserves-in-place - 47 39
Sale of reserves-in-place - ( 2) -
Sales of oil and gas, net of
production costs ( 118) ( 138) ( 311)
Net change in income taxes - - -
Revision of estimates ( 12) ( 101) ( 290)
Accretion of discount 40 100 113
Other ( 55) 53 29
$ 73 ($ 606) ($ 133)
See the unaudited Supplemental Information in the accompanying
financial statements for additional information.
(b) Past Production and Average Sales Price.
Sales Price
(1) Net oil and gas production (in barrels and MCF,
respectively) from registrant's properties in the United States,
was as follows:
Oil Gas
Year Ended ( Bbls ) ( MCF )
December 31, 1993 2,621 195,093
December 31, 1994 3,525 180,696
December 31, 1995 6,654 121,967
(2) Average sales price and production costs:
Average Average
Sales Price Production Costs
Year Ended (Bbls) (MCF) (Bbls) (MCF)
December 31, 1993 $20.06 $1.79 $7.41 $0.97
December 31, 1994 $17.15 $1.60 $6.90 $0.85
December 31, 1995 $16.84 $1.71 $13.60 $0.78
(c) Productive Wells and Producing Acres.
Registrant's interest in gross and net productive wells
located on its properties as of December 31, 1995, was as follows:
Developed Acres
Wells Gross Net Gross Net
Oil -0- -0- -0- -0-
Gas 15 3.30 7,965.93 l,289.69
(d) Undeveloped Acreage.
Gross and net acres covered by registrant's undeveloped
properties as of December 31, 1995, were as follows:
Acres:
Gross: 12,886.13 Net: 8,477.49
(e) Productive and Dry Net Wells Drilled During 1995.
Exploratory Wells Development Wells
Production Dry Productive Dry
1995 -0- 1.18 -0- -0-
(f) Wells drilling at December 31, 1995:
Gross: -0- Net: -0-
Item 3. Legal Proceedings.
In the opinion of management, all litigation pertaining to the
Company's long-term health care operations is considered to be
ordinary routine litigation incidental to its business and that the
disposition of all outstanding legal actions will not have a
material adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during
the fourth quarter of 1995, except for the election of directors.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Company's Common Stock is traded in the national over-the-
counter market and is listed in the pink sheets. The high and low
bid prices quoted for each quarter in the past two calendar years
were as follows:
Period Low Bid High Bid
1st Quarter, 1994 $0.09375 $0.1250
2nd Quarter, 1994 $0.09375 $0.1250
3rd Quarter, 1994 $0.09375 $0.1250
4th Quarter, 1994 $0.09375 $0.1250
1st Quarter, 1995 $0.10000 $0.1250
2nd Quarter, 1995 $0.10000 $0.1250
3rd Quarter, 1995 $0.10000 $0.1250
4th Quarter, 1995 $0.10000 $0.1250
As of March 18, 1996, the approximate number of holders of
Common Stock was 2,095. No cash dividends had been paid as of
December 31, 1995, and the Company does not currently anticipate
paying cash dividends in the foreseeable future.
Item 6. Selected Financial Data.
The following table sets forth certain summary financial
information concerning the Company.
Year Ended December 31,
1995 1994 1993 1992 1991
Operating
Revenues $9,102,349 $8,505,792 $8,105,469 $6,845,977 $4,634,123
Net income
(loss) ($ 47,877) ($ 53,452) ($ 458,122) $ 319,025 ($1,143,981)
Total Assets $8,580,878 $8,690,373 $9,417,999 $9,204,914 $9,204,021
Long-term debt $4,559,472 $4,571,857 $4,582,958 $4,592,908 $4,601,825
Per common share:
Net income
(loss) ($0.00) ($ 0.00) ($ 0.02) $ 0.02 ($ 0.06)
Cash
dividends
declared $0.00 $ 0.00 $0.00 $ 0.00 $ 0.00
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(a) Liquidity and Capital Resources:
During the year 1993, the Company's cash increased from
$1,555,489 at the beginning of the period to $2,080,523 at the end
of the period. Accordingly, there was an increase in cash of
$525,034, composed of net cash provided by operating activities of
$1,324,156, net cash used in investing activities of ($785,637) and
net cash used in financing activities of ($13,485).
During the year 1994, the Company's cash decreased from
$2,080,523 at the beginning of the period to $1,807,951 at the end
of the period. Accordingly, there was a net decrease in cash of
($272,572), composed of net cash provided by operating activities
of $l4,585, net cash used in investing activities of ($185,388) and
net cash used in financing activities of ($101,769).
During the year 1995, the Company's cash increased from
$1,807,951 at the beginning of the period to $2,096,886 at the end
of the period. Accordingly, there was a net increase in cash of
$288,935. This was attributable to an increase in cash provided by
operating activities.
The Company is not aware of any known trends or any known
demands, commitments, events or uncertainties that will result in
or that are reasonably likely to result in the registrant's
liquidity increasing or decreasing in any material way.
In the Company's view, its short-term liquidity and short-term
capital resources will be sufficient to cover its cash needs up to
12 months into the future. The Company does not presently
anticipate material capital expenditures. The Company does not
have any significant balloon payments. The Company's long-term
debt consists of a mortgage loan bearing interest at the rate of
11% and is payable in monthly installments of $42,890. It is
anticipated that these payments will be made from revenues received
by the operation of the Company's nursing home.
During 1995, the Company purchased as treasury shares a total
of 217,000 shares of its stock at an aggregate purchase price of
$26,508.
(b) Results of Operations:
Operating loss for 1993 was ($121,918) as compared to operating
income for 1992 of $572,437. Net loss for 1993 was ($458,122), as
compared to net income for 1992 of $319,025.
Operating profit for 1994 was $268,766, as compared to an
operating loss of ($121,928) for 1993. Net loss was ($53,452) for
1994, as compared to net loss of ($458,122) for 1993.
Operating profit for 1995 was $353,246, as compared to an
operating profit of $268,766 for 1994. The increase in profit was
attributed to larger revenues from the Company's long-term health
care facility. Net loss was ($47,877) as compared to ($53,452) for
1994.
The revenues derived from each segment of the Company's
businesses are as follows: Long-term health care - $8,758,711;
real estate development and construction - $22,091 and oil and gas
- - - $321,547.
(c) Effects of Inflation:
The Company is of the view that inflation did not affect its
operations in 1995 and should not in 1996.
Item 8. Financial Statements and Supplementary Data.
Page No.
Independent Auditors Report 11
Consolidated Balance Sheets 12
December 31, 1995 and 1994
Consolidated Statements of 14
Operations for the Years
Ended December 31, 1995, 1994
and 1993
Consolidated Statements of 15
Stockholders' Equity for
Years Ended December 31,
1995, 1994 and 1993
Consolidated Statements of 16
Cash Flows for the Years
Ended December 31, 1995, 1994
and 1993
Notes to Consolidated 18
Financial Statements
Supporting Schedules 27
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
There have been no disagreements with accountants on any matter
of accounting principles or practices or financial statement
disclosures during the twenty-four (24) month period ended
December 31, 1995.
To the Board of Directors and Shareholders
InterWest Medical Corporation
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying consolidated balance sheets
of InterWest Medical Corporation and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the
years in the three year period ended December 31, 1995. Our audits
also included the financial statement schedule II for each of the
years in the three year period ended December 31, 1995. These
consolidated financial statements and the financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements and the financial statement schedule based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of InterWest Medical Corporation and subsidiaries as of
December 31, 1995 and 1994, and the consolidated results of their
operations and their cash flows for each of the years in the three
year period ended December 31, 1995 in conformity with generally
accepted accounting principles. Also, in our opinion, the
financial statement schedule II when considered in relation to the
basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
March 1, 1996
2684
INTERWEST MEDICAL CORPORATION (1 of 2)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
1995 1994
ASSETS
CURRENT ASSETS
Cash, including interest bearing
accounts, 1995 - $1,939,383;
1994 - $1,725,085 $2,096,886 $1,807,951
Accounts receivable - trade, net of
allowance for doubtful accounts,
1995 - $43,638; 1994 - $40,273 1,428,778 1,571,206
Prepaid expenses 50,334 35,207
Total current assets 3,575,998 3,414,364
REAL ESTATE DEVELOPMENT
AND CONSTRUCTION COSTS 226,659 250,239
INVESTMENTS
Investment in joint venture 45,960 104,229
Common stock, at cost
which approximates market 28,750 28,750
Other investments - 10,000
74,710 142,979
PROPERTY AND EQUIPMENT, at cost (Note 5)
Land 176,442 176,442
Buildings and improvements 3,784,989 3,784,989
Equipment and furniture 607,943 574,078
Oil and gas properties (successful
efforts method of accounting) 1,231,776 1,499,323
5,801,150 6,034,832
Less accumulated depreciation
and depletion 1,415,395 1,464,161
4,385,755 4,570,671
OTHER ASSETS
Cash escrow accounts 35,829 22,021
Deferred financing costs, net 281,927 290,099
317,756 312,120
TOTAL ASSETS $8,580,878 $8,690,373
INTERWEST MEDICAL CORPORATION (2 of 2)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
1995 1994
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of
long-term debt (Note 5) $ 12,385 $ 11,100
Accounts payable 617,874 757,505
Accrued salaries 515,612 292,595
Other accrued liabilities 92,018 199,414
Total current liabilities 1,237,889 1,260,614
LONG-TERM DEBT (Note 5) 4,559,472 4,571,857
STOCKHOLDERS' EQUITY (Note 2)
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 ( 1,857,146) ( 1,809,269)
2,961,599 3,009,476
Less cost of shares held
in the treasury,
1995 - 1,645,964 shares;
1994 - 1,428,964 shares 178,082 151,574
2,783,517 2,857,902
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY $8,580,878 $8,690,373
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
Net patient service revenue $8,758,711 $7,993,949 $7,044,626
Other revenue 343,638 511,843 1,060,843
Total revenue 9,102,349 8,505,792 8,105,469
Costs and expenses
Professional care
of patients 4,497,782 4,234,478 4,121,276
General services 1,578,723 1,471,813 1,283,139
Administrative services 1,550,293 1,510,862 1,110,050
Other costs 737,377 586,488 1,187,778
Depreciation, depletion
and amortization 384,928 433,385 525,154
Income (loss)
from operations 353,246 268,766 ( 121,928)
Other income (expenses)
Income from
litigation settlement - 6,706 106,800
Equity in joint
venture operations 28,530 14,083 15,270
Gain on sale of assets - 128,430 -
Interest income 73,705 33,003 47,496
Interest expense ( 503,358) ( 504,440) ( 505,760)
Income (loss) before
taxes on income ( 47,877) ( 53,452) ( 458,122)
Provision for income
taxes (Note 4) - - -
Net loss ($ 47,877) ($ 53,452) ($ 458,122)
Net loss per share ($ - ) ($ - ) ($ .02)
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Common Stock
------------------ Additional
Number of Par Paid-in Retained Treasury
Shares Value Capital Deficit Stock
Balance,
December 31,
1992 20,000,000 $20,000 $4,798,745 ($1,297,695) ($ 55,187)
Net loss ( 458,122)
Purchase of
50,964 shares
of common stock ( 4,568)
Balance,
December 31,
1993 20,000,000 20,000 4,798,745 ( 1,755,817) ( 59,755)
Net loss ( 53,452)
Purchase of
828,000 shares
of common stock ( 91,819)
Balance,
December 31,
1994 20,000,000 20,000 4,798,745 ( 1,809,269) ( 151,574)
Net loss ( 47,877)
Purchase of
217,000 shares
of common stock ( 26,508)
Balance,
December 31,
1995 20,000,000 $20,000 $4,798,745 ($1,857,146) ($178,082)
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
CASH FLOWS FROM
OPERATING ACTIVITIES:
Cash received from
customers/patients $9,244,777 $8,553,846 $7,806,887
Interest received 73,705 33,003 54,678
Litigation settlement - 6,706 106,800
Cash paid to suppliers
and employees ( 7,975,413) ( 8,074,242) ( 6,138,449)
Interest paid ( 503,358) ( 504,728) ( 505,760)
Net cash provided by
operating activities 839,711 14,585 1,324,156
CASH FLOWS FROM
INVESTING ACTIVITIES:
Collections of
notes receivable - 14,543 64,543
Purchase of property
and equipment ( 586,159) ( 557,899) ( 832,323)
Proceeds from
sale of property - 290,782 -
Purchase of investments - ( 10,000) -
Mortgage escrow deposits ( 13,808) ( 12,804) ( 14,044)
Received from
escrow accounts - 36,990 -
Advances to joint ventures - - ( 3,813)
Receipts from joint ventures 86,799 53,000 -
Net cash used in
investing activities ( 513,168) ( 185,388) ( 785,637)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Payments on debt ( 11,100) ( 9,950) ( 8,917)
Purchase of
treasury stock ( 26,508) ( 91,819) ( 4,568)
Net cash used in
financing activities ( 37,608) ( 101,769) ( 13,485)
Net increase
(decrease) in cash 288,935 ( 272,572) 525,034
Cash, beginning of period 1,807,951 2,080,523 1,555,489
Cash, end of period $2,096,886 $1,807,951 $2,080,523
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
RECONCILIATION OF NET LOSS
TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net loss ($ 47,877) ($ 53,452) ($458,122)
Adjustments to reconcile
net loss to net cash
provided by
operating activities:
Gain on sale of property - ( 128,430) -
Depreciation and
amortization 384,928 433,385 525,154
Abandonments 394,319 149,423 448,506
Equity in joint
venture operations ( 28,530) ( 14,083) ( 15,270)
(Increase) decrease
in accounts receivable 142,428 48,054 ( 298,769)
Decrease in
other receivables - - 7,369
(Increase) decrease
in prepaid expenses ( 15,127) 30,065 ( 19,978)
Decrease in real
estate development costs 23,580 122,028 450,574
Decrease in
other investments 10,000 - -
Increase (decrease)
in accounts payable ( 139,631) ( 814,290) 793,457
Increase (decrease)
in accrued liabilities 115,621 241,885 ( 108,765)
Net cash provided by
operating activities $839,711 $ 14,585 $1,324,156
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies relative to property and equipment and
investment in common stock are shown on the accompanying balance
sheets. Other significant accounting policies are as follows:
Basis of Presentation
The consolidated financial statements include the accounts of
InterWest Medical Corporation and its wholly-owned
subsidiaries. All significant intercompany transactions and
balances have been eliminated. Investments in joint ventures
are accounted for on the equity basis of accounting.
Reclassifications
Certain reclassifications have been made to 1994 and 1993
captions to conform to the 1995 presentation.
Depreciation
Depreciation of long-term health care property and equipment is
provided principally on the straight-line method over the
estimated useful lives of the depreciable assets. Estimated
useful lives of depreciable assets are as follows:
Buildings and improvements 31 years
Equipment and furniture 7 years
Oil and Gas Property and Equipment
The Company utilizes the "successful efforts" method of
accounting for costs incurred in the exploration and
development of oil and gas properties. Accordingly, costs
incurred in the acquisition and exploratory drilling of oil and
gas properties are accumulated and subsequently either
expensed, if the properties are determined not to have proved
reserves or capitalized as a depletable asset if proved
reserves are discovered. Costs of drilling development wells
are capitalized. Geological, geophysical and carrying costs
are charged to expenses as incurred. Acquisition costs
relating to producing oil and gas properties are amortized on
a prospect by prospect basis using the units-of-production
method based on engineers' estimates of proven oil and gas
reserves. Depletion and depreciation of producing oil and gas
properties (other than acquisition costs) are amortized by
prospect using the units-of-production method based on
estimated proved developed reserves.
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - continued
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Financial Instruments
Financial instruments of the Company consist of cash, accounts
receivable, investments and debt. Recorded values of cash and
accounts receivable approximate fair values due to the short
maturities of the instruments.
The fair value of debt is estimated as the discounted amount of
future cash flows using a current incremental borrowing rate of
9.5% for similar liabilities.
Carrying Fair
Amount Value
Long-term debt $4,571,857 $5,210,638
Investments consist of ownership interests in privately held
entities with no quoted market prices. An estimate of fair
value cannot be made without incurring excessive costs.
Revenue
Patient service revenue is reported at the estimated net
realizable amounts from patients, third-party payors, and
others for service rendered.
Revenue under third-party payor agreements is subject to audit
and retroactive adjustment. Provisions for estimated third-
party payor settlements are provided in the period the related
services are rendered. Differences between the estimated
amounts accrued and interim and final settlements are reported
in operations in the year of settlement.
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - continued
Income Taxes
The Company provides for deferred taxes resulting from
temporary differences between the basis of assets and
liabilities for financial and tax reporting purposes. Such
differences result principally from the use of the direct
write-off method for bad debts and write-downs of real estate
development costs to net realizable value.
Net Income (Loss) Per Common Share
Net income (loss) per common share was computed based on the
weighted average number of common shares outstanding for the
period. Common stock equivalents have not been included since
the effect of inclusion would be antidilutive.
Cash Flows Presentation
For purposes of the statement of cash flows, the Company
considers cash to include unrestricted cash and all highly
liquid investments with initial maturities of ninety days or
less from the date of purchase.
Amortization
Costs of obtaining financing are amortized over the term of the
financing.
Credit Risk
The Company regularly maintains cash in bank deposit and
brokerage accounts which exceed FDIC/SPIC insured limits. The
Company has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk on
cash and cash equivalents.
Stock-based Compensation
The Company recognizes compensation costs for stock-based
compensation plans based on the difference, if any, between the
quoted market price of the stock and the amount an employee
must pay to acquire the stock. Dates that quoted market prices
are determined may vary depending on whether the terms of an
award are fixed or variable.
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - continued
Stock-based Compensation - continued
The Financial Accounting Standards Board has issued Statement
No. 123 establishing a fair value based method of accounting
for stock-based compensation plans. As permitted under
Statement No. 123, the Company does not intend to adopt the
recognition or accounting requirements of the statement. No
awards have been granted in 1995, 1994 or 1993.
NOTE 2. CAPITAL STOCK
The Company has adopted a Stock Option Plan which provides for
the granting of options to officers and other key employees for
the purchase of common stock of the Company.
The Plan reserves 1,500,000 shares of common stock for the
granting of such options. Options are subjected to adjustment
upon any change in the capital structure of the Company such as
a stock dividend, stock split or other similar events.
Options may be granted at not less than 100% of the fair market
value of the Company stock at the date of grant, and are
exercisable during a term of ten years from the date of grant at
any time in whole or in part, and are subject to continued
employment and other conditions as set forth in the option
agreement.
Options are exercisable only by the participants and are not
assignable during their lifetime and must be exercised within one
year of the death of the participant by his legal
representatives.
Nine hundred, seventy-five thousand (975,000) shares exercisable
at $0.15 per share have been granted under the Plan. No options
have been exercised as of December 31, 1995.
NOTE 3. RELATED PARTY TRANSACTIONS
During the years ended December 31, 1995, 1994 and 1993, Arch B.
Gilbert, a professional corporation, whose sole stockholder is
president of the Company, was paid $21,500, $26,550, and $46,900,
respectively, for legal services rendered.
During the years ended December 31, 1995, 1994 and 1993, the
above corpora-tion was reimbursed $56,056, $51,168, and $52,210,
respectively, for expenses incurred on behalf of the Company.
NOTE 4. FEDERAL INCOME TAXES
The Company adopted the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes,"
effective January 1, 1994. Adoption of this standard did not
materially impact the Company's consolidated financial
statements.
The Company had no income tax provision in 1995, 1994 or 1993,
and no significant differences between the tax provisions and the
amounts computed using statutory rates.
At December 31, 1995, the Company has unused operating loss
carryforwards available to offset future income for tax reporting
purposes of approximately $1,679,000 which expires in 2010.
All income (loss) since inception relates to domestic activity.
The tax effects of net operating loss carryforwards and temporary
differences at December 31, 1995 and 1994 that give rise to
significant portions of deferred tax assets and deferred tax
liabilities are as follows:
1995 1994
Deferred tax assets
Net operating loss carryforwards $585,868 $570,807
Real estate valuations 28,159 28,159
Other 14,838 13,692
628,865 612,658
Deferred tax liabilities - -
Valuation allowance ( 628,865) ( 612,658)
Total deferred taxes, net $ - $ -
During 1995 and 1994, the valuation allowance increased $16,207
and $17,826, respectively.
NOTE 5. LONG-TERM DEBT
Long-term debt consisted of the following at December 31:
1995 1994
Mortgage loan for financing of
a nursing home constructed in
Colton, California. The mortgage
loan bears interest at 11%, is due
in monthly installments of $42,890
(principal and interest), matures
in June, 2030 and is secured by
real estate $4,571,857 $4,582,957
NOTE 5. LONG-TERM DEBT - continued
1995 1994
Less current maturities 12,385 11,100
$4,559,472 $4,571,857
Aggregate maturities of long-term debt for each of the succeeding
five years and thereafter is as follows:
1996 $ 12,385
1997 13,818
1998 15,417
1999 17,201
2000 19,192
2001 and thereafter 4,493,844
NOTE 6. LITIGATION SETTLEMENT
In April, 1991, the Company reached an agreement pursuant to
litigation in connection with the sale of a skilled nursing
facility in Vista, California in January 1990. The agreement
specified that the Company receive $350,000 plus interest in
settlement of all claims asserted. The settlement is recognized
in the accompanying financial statement as income upon receipt of
the settlement amount. Under terms of the agreement, the Company
received $75,000 at the settlement date and received monthly
payments of $10,000 until the balance plus interest had been
paid.
NOTE 7. SEGMENTED INFORMATION
The Company's operations are classified into three principal
industry segments:
Long-term Health Care - Operation of convalescent centers
involving skilled nursing care in
southern California
Real Estate Development
and Construction - Construction and sale of single
family housing
Oil and Gas - Oil and gas exploration and
development
Following is a summary of segmented information for 1995, 1994,
and 1993:
1995
Real Estate
Long-term Development
Health and Oil and
Care Construction Gas Consolidated
Sales to unaffiliated
customers $8,758,711 $ 22,091 $321,547 $9,102,349
Operating
income (loss) $1,143,251($ 9,844) ($549,500) $ 583,907
Other income 102,235
General corporate
expenses ( 230,661)
Interest expenses ( 503,358)
Loss before
income taxes ($ 47,877)
Identifiable assets $5,318,673 $ 272,619 $863,795 $6,455,087
Corporate assets 2,125,791
Total Assets
at 12/31/95 $8,580,878
Capital expenditures $ 33,865 $ - $552,294 $ 586,159
Depreciation,
depletion and
amortization $219,323 $ - $165,605 $ 384,928
1994
Real Estate
Long-term Development
Health and Oil and
Care Construction Gas Consolidated
Sales to
unaffiliated
customers $7,993,949 $ 162,012 $349,831 $8,505,792
Operating
income (loss) $ 799,018 $ 34,505 ($205,192) $ 628,331
Other income 53,792
General corporate
expenses ( 231,135)
Interest expenses ( 504,440)
Loss before
income taxes ($ 53,452)
Identifiable assets $5,579,515 $ 354,468 $919,503 $6,853,486
Corporate assets 1,836,887
Total Assets at 12/31/94 $8,690,373
Capital expenditures $ 111,358 $ - $446,541$ 557,899
Depreciation,
depletion and
amortization $ 208,913 $ - $224,472 $ 433,385
1993
Real Estate
Long-term Development
Health and Oil and
Care Construction Gas Consolidated
Sales to
unaffiliated
customers $7,044,626 $ 511,015 $549,828 $8,105,469
Operating
income (loss) $ 570,613 $ 64,349 ($514,995) $ 119,967
Other income 169,566
General corporate
expenses ( 241,895)
Interest expenses ( 505,760)
Loss before
income taxes ($ 458,122)
Identifiable assets $5,791,693 $ 529,956 $ 986,890 $7,308,539
Corporate assets 2,109,460
Total Assets at 12/31/93 $9,417,999
Capital expenditures $ 80,061 $ - $ 752,262 $ 832,323
Depreciation,
depletion and
amortization $ 201,444 $ - $ 323,710 $ 525,154
The Company did not have any intersegment sales. Operating loss
is total revenues less operating expenses for each segment and
excludes general corporate expenses, interest expense and other
income of a corporate nature. Identifiable assets by segment are
those assets that are used in the Company's operations within
that industry. Corporate assets consist principally of cash.
NOTE 8. CONTINGENCIES
The Company is involved in litigation pertaining to its long-term
health care operations. It is the Company's opinion that any
loss incurred would be adequately covered by insurance and the
ultimate liability, if any, should not have a material adverse
effect on the Company's consolidated financial position.
NOTE 9. EMPLOYEES RETIREMENT PLAN
The Company has a retirement plan, established in 1995, covering
substantially all of its employees. Contributions to the plan in
1995 totaled $13,866.
INTERWEST MEDICAL CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column Column E Column F
Additions
Charged
Balance at to Costs Charged Balance
Beginning and to Other at End of
of Period Expenses Accounts Deductions Period
Allowance for
doubtful accounts
Year ended
December 31,
1993 $ 35,263 $ 26,727 $ - $ 2,390 $ 59,600
Year ended
December 31,
1994 $ 59,600 $ 19,499 $ - $ 38,826 $ 40,273
Year ended
December 31,
1995 $ 40,273 $ 40,496 $ - $ 37,131 $ 43,638
INTERWEST MEDICAL CORPORATION
SUPPLEMENTAL INFORMATION
The SEC defines proved oil and gas reserves as those estimated
quantities of crude oil, natural gas, and natural gas liquids which
geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions. Proved developed
oil and gas reserves are reserves that can be expected to be
recovered through existing wells with existing equipment and
operating methods.
Estimates of petroleum reserves have been made by independent
engineers. The valuation of proved reserves may be revised in the
future on the basis of new information as it becomes available.
Estimates of proved reserves are inherently imprecise.
All of the reserves of the Company represent proved developed
reserves. Estimated quantities of oil and gas reserves of the
Company (all of which are located in the United States) are as
follows:
Petroleum Natural
Liquids Gas
(bbls) (MCF)
December 31, 1993 -
proved developed reserves 9,097 1,044,140
December 31, 1994 -
proved developed reserves 30,680 664,690
December 31, 1995 -
proved developed reserves 4,940 640,400
INTERWEST MEDICAL CORPORATION
SUPPLEMENTAL INFORMATION
The changes in proved developed reserves for 1993, 1994 and 1995
were as follows:
Petroleum Natural
Liquids Gas
(bbls) (MCF)
Reserves at December 31, 1992 9,108 1,312,247
Extensions and discoveries 4,918 183,986
Purchases of reserves-in-place 438 44,203
Production ( 2,621) ( 195,093)
Revisions of estimates ( 2,746) ( 301,203)
Reserves at December 31, 1993 9,097 1,044,140
Extensions and discoveries 225 12,662
Purchases of reserves-in-place 26,345 -
Sale of reserves-in-place ( 131) ( 3,616)
Production ( 3,525) ( 180,696)
Revision of estimates ( 1,331) ( 207,800)
Reserves at December 31, 1994 30,680 664,690
Production ( 6,654) ( 121,967)
Revision of estimates ( 19,086) 97,677
Reserves at December 31, 1995 4,940 640,400
The standardized measure of discounted estimated future net
cash flows, and changes therein, related to proved oil and gas
reserves (thousands of dollars) for 1995, 1994 and 1993 are as
follows:
1995 1994 1993
Future cash inflows $1,251 $1,416 $2,433
Future development and
production costs 621 907 1,014
Future income tax expense - - -
Future net cash flows 630 509 1,419
10% annual discount 159 111 415
Standardized measure of
discounted future cash flows $ 471 $ 398 $1,004
INTERWEST MEDICAL CORPORATION
SUPPLEMENTAL INFORMATION
Primary changes in standardized measure
of discounted future net cash flow:
1995 1994 1993
Net changes in prices
and production costs $ 218 ($ 594) $ 38
Extensions, discoveries
and improved recovery - 29 249
Purchases of
reserves-in-place - 47 39
Sale of reserves-in-place - ( 2) -
Sales of oil and gas,
net of production costs ( 118) ( 138) ( 311)
Net change in income taxes - - -
Revision of estimates ( 12) ( 101)( 290)
Accretion of discount 40 100 113
Other ( 55) 53 29
$ 73 ($ 606) ($ 133)
Estimated future cash inflows are computed by applying year end
prices of oil and gas to year end quantities of proved developed
reserves. Estimated future development and production costs are
determined by estimating the expenditures to be incurred in
developing and producing the proved oil and gas reserves in future
years, based on year end costs and assuming continuation of
existing economic conditions. Estimated future income tax expenses
are calculated by applying year end statutory tax rates (adjusted
for permanent differences, tax credits and tax carryfor-wards) to
estimated future pretax net cash flows related to proved oil and
gas reserves, less the tax basis of the properties involved.
These estimates are furnished and calculated in accordance with
requirements of the Financial Accounting Standards Board and the
SEC. Because of unpredictable variances in expenses and capital
forecasts, crude oil and natural gas price changes, and the fact
that the bases for such estimates vary significantly, management
believes the usefulness of these projections is limited. Estimates
of future net cash flows do not necessarily represent management's
assessment of future profitability or future cash flow to the
Company.
The aggregate amounts of capitalized costs relating to oil and gas
producing activities and the related accumulated depletion and
depreciation as of December 31, 1995, 1994 and 1993 were as follows
(thousands of dollars):
INTERWEST MEDICAL CORPORATION
SUPPLEMENTAL INFORMATION
1995 1994 1993
Proved properties $ 656 $1,198 $1,208
Unproved properties,
including wells in progress 576 302 162
Accumulated depletion
and depreciaton ( 406) ( 666) ( 452)
Net capitalized costs $ 826 $ 834 $ 918
The costs, both capitalized and expensed, incurred in oil and
gas producing activities during the three years ended December 31,
1995, 1994 and 1993 were as follows (thousands of dollars):
1995 1994 1993
Property acquisition costs $ 431 $ 413 $ 401
Exploration costs 170 85 487
Development costs - - -
Results of oil and gas operations in the aggregate for the
three years ended December 31, 1995, 1994 and 1993 were as follows:
1995 1994 1993
Revenues $321,547 $349,831 $ 549,828
Production costs 203,803 211,927 209,133
Exploration expense 501,639 166,321 531,980
Depreciation and depletion 165,605 224,472 323,710
Income taxes - - -
Other - ( 47,697) -
871,047 555,023 1,064,823
Net oil and gas loss ($549,500) ($205,192)($ 514,995)
INTERWEST MEDICAL CORPORATION
SUPPLEMENTAL INFORMATION
Past Production and Average Sales Price:
(a) Net oil and gas production
(in barrels and MCF,
respectively) from
Registrant's properties in
the United States was as
follows:
Oil Gas
(Bbls) (MCF)
Year Ended
December 31, 1994 3,525 180,696
December 31, 1995 6,654 121,967
(b) Average sales price and production costs:
Average Average
Sales Price Production Costs
(Bbls) (MCF) (Bbls) (MCF)
Year Ended
December 31, 1994 $17.15 $1.60 $ 6.90 $ .85
December 31, 1995 $16.84 $1.71 $13.60 $ .78
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) Identification of Directors:
The directors of the Company are elected annually to serve
until the next Annual Meeting and until their successors are
elected and qualified.
Year First Became
a Director of
Name Age Company Position
Arch B. Gilbert 62 1983 (1) President,
Secretary,
Treasurer &
Director
Terry M. Gallagher, M.D. 57 1983 (1) Director
(1) Date of incorporation
(b) Identification of Executive Officers:
Name Position Age
Arch B. Gilbert President, 62
Secretary,
Treasurer
Officers serve at the discretion of the Board of Directors.
Arch B. Gilbert received his B.A. and LL.B. degrees from the
University of Oklahoma in 1955 and 1957 respectively. He also
received his LL.M. degree from Southern Methodist University in
1963. Since August 1, 1979, Mr. Gilbert has been a member of the
law firm of Arch B. Gilbert, A Professional Corporation. From
February 1, 1962 to August 1, 1979, Mr. Gilbert was a member of the
law firm of Brooks, Tarlton, Gilbert, Douglas & Kressler, Fort
Worth, Texas. He is president and a director of American Mobile
Home Parks, Inc.
Terry M. Gallagher, M.D. received his M.D. degree from the
University of Michigan Medical School in 1964 and his Master of
Science degree from Rackham Graduate School in 1969. He did his
residency at the University of Michigan Hospital in 1970. From
1970 to 1972, he was a medical officer in the Air Force. In 1971,
he received his Board Certification from the American Board-
Otolaryngology. From 1972-1974, he was an Assistant Professor of
Surgery (Otolaryngology) at the University of Missouri Medical
School, Columbia, Missouri. Since 1974, he has been in private
practice (Otolaryngology) in Fort Worth, Texas. He is a diplomat
of American Board-Otolaryngology, Head and Neck Surgery, a Fellow
of American College of Surgeons and a Clinical Assistant Professor
of Surgery (Otolaryngology) at the University of Texas Medical
School, San Antonio, Texas. He is a member of the Tarrant County
Medical Association, Texas Medical Association and American Medical
Association. He is an organizer and member of the Fort Worth Day
Surgery Center.
There is no family relationship between any director or
executive officer of the Company.
No personal meetings of the directors took place in 1995. All
resolutions of the directors were taken by written consent.
(c) Compliance With Section 16(a) of The Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors, executive officers and persons who own
more than 10% of the Company's outstanding Common Stock to file
with the Securities and Exchange Commission reports of changes in
ownership of the Common Stock of the Company held by such persons.
Officers, directors and greater than 10% shareholders are also
required to furnish the Company with copies of all forms they file
under this regulation. To the Company's knowledge, based solely on
a review of the copies of such reports furnished to the Company,
during the two fiscal years ended December 31, 1995, all Section
16(a) filing requirements applicable to its officers, directors and
greater than 10% shareholders were complied with.
Item 11. Executive Compensation.
During the fiscal year ended December 31, 1995, Arch B.
Gilbert received cash compensation of $80,000.
All executive officers as a group (2 persons) received cash
remuneration in fiscal year 1995 of $80,000. This does not include
legal fees paid to the law firm of the President or reimbursement
of expenses paid to it. See Item 13. Directors do not receive any
compensation for their services as directors.
The Company has established an Incentive Stock Option Plan
(the "Plan") which reserved 1,500,000 shares of Common Stock for
the exercise of options which may be granted to directors,
officers, employees and others. Mr. Gilbert was granted an option
to purchase 700,000 shares of stock at $.15 per share on February
6, 1987. The option is for a period of 10 years.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) The following table sets forth, as of March 18, 1996,
certain information regarding all persons known to the Company to
be the beneficial owners (as determined in accordance with the
Rules under the Securities Exchange Act of 1934) of more than 5% of
the Company's Common Stock:
Name and Address Shares
of Beneficially
Beneficial Owner Owned Percent
Arch B. Gilbert 4,295,000 (1) 23.13%
3221 Hulen Street, Suite C
Fort Worth, Texas 76107
(1) Includes 100,000 shares owned by Arch B. Gilbert, A
Professional Corporation. Includes 6,000 shares
owned by Jo Anne Gilbert, Mr. Gilbert's wife. Does
not include 252,000 shares owned by Shannon
Gilbert, Mr. Gilbert's adult daughter and 252,000
shares owned by Devon Gilbert, Mr. Gilbert's adult
daughter, which beneficial ownership Mr. Gilbert
disclaims. Does not include options to purchase
700,000 shares.
(b) The following table sets forth as of March 18, 1996
certain information concerning shares beneficially owned by all
directors and all directors and officers of the registrant as a
group:
Amount and
Name of Nature of
Beneficial Beneficial Percent
Title of Class Owner Ownership of Class
Common Stock Arch B. Gilbert 4,295,000 23.13%
$0.001 Par Value
Common Stock Terry M. Gallagher, M.D. -0-
0.00% $0.001
Par Value
Common Stock All Officers and 4,295,000 23.13%
$0.001 Par Value Directors as a Group
(2 persons)
Item 13. Certain Relationships and Related Transactions.
The Registrant shares the offices of Arch B. Gilbert,
consisting of approximately 1,400 square feet, for which it paid
total rent in the year 1995 of $15,600. The Registrant also
reimbursed Mr. Gilbert for 50% of his office and administrative
expenses for the year ending December 31, 1995 and for direct
out-of-pocket expenses incurred on behalf of the Company. The
total amount of such reimbursement was $40,456. For the year
1995, Arch B. Gilbert, A Professional Corporation, whose sole
stockholder is the President of the Company, was paid $21,500
for legal services rendered.
In 1996, Mr. Gilbert may perform legal services on behalf
of the Registrant although there are no present plans,
agreements or understandings in regard to any such legal
services. If any such legal services are performed by Mr.
Gilbert on behalf of the Company, he will be compensated at his
usual hourly rates.
In 1995, Mr. Gilbert's wife performed consulting services
for the Company for which she received total cash compensation
of $45,000.
The Company is not informed as to whether payments made to
Mr. Gilbert and his wife were on terms as favorable as the
Registrant might have obtained from unaffiliated parties.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) 1. Financial Statements.
The following financial statements of the Company
are included in Part II, Item 8:
Independent Auditor's Report
Consolidated Balance Sheets December 31,
1995 and 1994
Consolidated Statements of Operations for
the Years Ended December 31, 1995, 1994 and
1993
Consolidated Statements of Stockholders'
Equity for the Years Ended December 31,
1995, 1994 and 1993
Consolidated Statements of Cash Flows for
the Years Ended December 31, 1995, 1994, and
1993
Notes to Consolidated Financial Statements
Supporting Schedules
2. Financial Statement Schedules.
Financial Statement Schedules V, VI, VIII and IX
are included in Part II, Item 8. All other schedules are
omitted because they are not applicable, not required or because
the required information is included in the financial statements
or the notes thereto.
3. Exhibits.
The exhibits listed in the accompanying index to
exhibits on Page 38 are filed as part of this report.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the last
quarter of the period covered by this report.
INTERWEST MEDICAL CORPORATION
INDEX TO EXHIBITS
ITEM 14(a)
Exhibit Description Page
3 Articles of Incorporation, Bylaws *
4 Instruments defining the right of
securities holders, including
debentures *
10 Material contracts *
*Pursuant to Rule 12b-32 under the Securities Exchange
Act of 1934, the Registrant hereby incorporates by
reference its Registration Statement No. 2-82655 on Form S-
18 and Exhibits to such Registration Statement, and which
contains these documents which are also required to be
filed as Exhibits to this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
By:
Arch B. Gilbert, Director
Date:
By:
Terry M. Gallagher, Director
Date: