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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 EXCHAGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.
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
------ -----
1
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.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act) Yes X No
------- -------
As of June 28, 2002, the aggregate market value of the 9,622,911 shares
of voting Common Stock held by non-affiliates of the Company was approximately
$769,832 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 December 31, 2002
Common Stock,
$0.001 Par Value 15,915,711
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.
3
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, 3221 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's business is 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.
The Company owns and operates a 156-bed skilled nursing home located on
a nine-acre parcel of land in Colton, California. At December 31, 2002, the
Company had an undepreciated cost of $3,235,585 in such facility, including
equipment and furniture.
Item 3. Legal Proceedings.
In the opinion of management, all litigation pertaining to the
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.
3
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 2002, except for the election of directors at the annual
meeting of shareholders.
4
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders 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, 2001 $0.12 $0.16
2nd Quarter, 2001 $0.11 $0.15
3rd Quarter, 2001 $0.11 $0.15
4th Quarter, 2001 $0.10 $0.13
1st Quarter, 2002 $0.09 $0.12
2nd Quarter, 2002 $0.09 $0.11
3rd Quarter, 2002 $0.09 $0.11
4th Quarter, 2002 $0.09 $0.11
As of March 15, 2002, the approximate number of holders of Common Stock
was 1,783. No cash dividends had been paid as of December 31, 2002, 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.
2002 2001 2000 1999 1998
------------ ------------ ------------ ------------ ------------
Operating
Revenues $ 13,489,084 $ 13,347,836 $ 12,391,483 $ 11,295,408 $ 11,316,121
Net income
(loss) (1,233,558) (822,941) (2,512,242) 1,657,032 1,305,551
Total Assets 8,230,816 9,119,421 9,966,256 13,247,657 10,137,541
Long-term
Debt 4,293,990 4,340,814 4,388,104 4,435,560 4,558,274
Earnings
per common
share (0.08) (0.05) (0.16) 0.11 0.08
Cash
dividends
declared 0.00 0.00 0.00 0.00 0.00
5
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
(a) Liquidity and Capital Resources:
During the year 2000, the Company's cash decreased from $947,420 to
$885,513. Accordingly, there was a decrease in cash of $61,907. Additionally,
the Company's trading assets decreased from $5,667,540 to $1,379,138, or a
decrease of $4,288,402. These decreases were the result of losses incurred in
investment trading activities.
During the year 2001, the Company's cash increased from $885,513 to
$1,412,024. Accordingly, there was an increase in cash of $526,511.
Additionally, the Company's trading assets increased from $1,379,138 to
$1,477,949, or a increase of $98,811. These increases were the result of
operations and investment trading activities.
During the year 2002, the Company's cash decreased from $1,412,024 to
$1,004,795. Accordingly, there was a decrease in cash of $407,229. This decrease
was caused by losses from operations and purchases of property and equipment.
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 7
3/8% and is payable in monthly installments of $30,778. It is anticipated that
these payments will be made from revenues received by the operation of the
Company's nursing home.
(b) Results of Operations:
Operating profit for 2000 was $564,770, as compared to operating profit
of $704,399 for 1999. Net income decreased from $2,153,584 for 1999 to
($2,512,242) for the year 2000. The decrease was the result of investment
trading losses.
Operating profit for 2001 was $230,370, as compared to operating profit
of $564,770 for 2000. The net loss decreased from ($2,512,242) to ($822,941) for
the year 2001. The decrease was the result of a reduction in investment trading
losses.
6
Operating profit for 2002 was $284,877, as compared to operating profit
of $230,370 for 2001. The increase in operating income was attributable to an
increase in revenues. Net loss in 2002 was ($1,233,558), as compared to
($822,941) in 2001. The increase in loss was attributable to losses on
securities.
(c) Effects of Inflation:
The Company is of the view that inflation did not affect its operations
in 2002 and should not in 2003.
Item 8. Financial Statements and Supplementary Data.
Page No.
-------
Independent Auditor's Report F-1
Consolidated Balance Sheets
December 31, 2002 and 2001 F-2
Consolidated Statements of
Operations and Comprehensive
Income for the Years Ended
December 31, 2002, 2001 and 2000 F-4
Consolidated Statements of
Stockholders' Equity for Years Ended
December 31, 2002, 2001 and 2000 F-5
Consolidated Statements of
Cash Flows for the Years
Ended December 2002, 2001 and 2000 F-6
Notes to Consolidated
Financial Statements F-8
Schedule II - Valuation
and Qualifying Accounts F-15
7
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, 2002.
8
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders
InterWest Medical Corporation
We have audited the accompanying consolidated balance sheets of InterWest
Medical Corporation and subsidiaries as of December 31, 2002 and 2001, 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, 2002.
Our audits also included the financial statement schedule II for each of the
years in the three year period ended December 31, 2002. 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 auditing standards generally accepted
in the United States of America. 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, 2002 and 2001, and the
consolidated results of their operations and their cash flows for each of the
years in the three year period ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America. 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
February 24, 2003
F-1
INTERWEST MEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
2002 2001
---------- ----------
ASSETS
CURRENT ASSETS
Cash, including interest bearing accounts,
2002 $730,748; 2001 $1,026,469 $1,004,795 $1,412,024
Accounts receivable - trade, net of allowance for
doubtful accounts, 2002 $110,033; 2001 $174,195 2,783,978 2,359,104
Income tax receivable -- 4,641
Investments - trading 186,606 1,477,949
Prepaid expenses and other receivables 530,505 86,637
---------- ----------
Total current assets 4,505,884 5,340,355
PROPERTY AND EQUIPMENT, at cost
Land 294,354 294,354
Buildings and improvements 3,960,924 3,960,924
Equipment and furniture 1,389,927 1,236,298
Oil and gas properties
(successful efforts method of accounting) 170,489 170,489
---------- ----------
5,815,694 5,662,065
Less accumulated depreciation and depletion 2,480,107 2,272,882
---------- ----------
3,335,587 3,389,183
OTHER ASSETS
Cash escrow accounts 40,025 27,888
Deferred financing costs, net 349,320 361,995
---------- ----------
389,345 389,883
---------- ----------
TOTAL ASSETS $8,230,816 $9,119,421
========== ==========
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-2
INTERWEST MEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
2002 2001
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 50,898 $ 47,290
Accounts payable 2,077,100 1,736,400
Accrued salaries 645,766 596,627
----------- -----------
Total current liabilities 2,773,764 2,380,317
LONG-TERM DEBT 4,293,990 4,340,814
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 (deficit) (2,903,474) (1,669,916)
----------- -----------
2,215,271 3,448,829
Less cost of shares held in the treasury,
2002-6,084,289 shares; 2001-6,075,389 shares 892,209 890,539
Notes receivable - officer 160,000 160,000
----------- -----------
1,163,062 2,398,290
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 8,230,816 $ 9,119,421
=========== ===========
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-3
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
------------ ------------ ------------
REVENUES
Patient service revenue $ 13,435,829 $ 13,284,809 $ 12,241,496
Other revenue 53,255 63,027 108,199
------------ ------------ ------------
Total revenue 13,489,084 13,347,836 12,349,695
COSTS AND EXPENSES
Professional care of patients 8,010,399 7,775,638 7,038,613
General services 2,617,876 2,436,208 2,449,933
Administrative services 2,246,550 2,621,360 1,996,709
Other costs 37,000 16,782 70,226
Depreciation, depletion and amortization 292,382 267,478 271,232
------------ ------------ ------------
284,877 230,370 522,982
OTHER INCOME (EXPENSES)
Gain (loss) on sale of securities (1,233,736) (690,316) (3,620,565)
Interest income 34,174 64,407 90,579
Interest expense (329,864) (352,209) (500,601)
------------ ------------ ------------
Income (loss) before taxes on income (1,244,549) (747,748) (3,507,605)
Provision (benefit) for income taxes (10,991) 75,193 (995,363)
============ ============ ============
Net income (loss) ($ 1,233,558) ($ 822,941) ($ 2,512,242)
Weighted averages shares outstanding 15,918,773 15,929,353 16,192,803
============ ============ ============
Earnings per common share - basic and diluted ($ 0.08) ($ 0.05) ($ 0.16)
============ ============ ============
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-4
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Common Stock
---------------------- Additional Retained
Number of Par Paid-in Earnings Treasury
Shares Value Capital (Deficit) Stock
-------- ----- ------------ --------- -------
BALANCE,
December 31, 1999 22,000,000 $ 22,000 $ 5,096,745 $ 1,665,267 ($ 859,424)
Net loss -- -- -- (2,512,242) --
Purchase of
253,750 shares
of common stock -- -- -- -- (30,565)
---------- ----------- ----------- ------------ ------------
BALANCE,
December 31, 2000 22,000,000 22,000 5,096,745 (846,975) (889,989)
Net loss -- -- -- (822,941) --
Purchase of
5,500 shares
of common stock -- -- -- -- (550)
---------- ----------- ----------- ------------ ------------
BALANCE,
December 31, 2001 22,000,000 22,000 5,096,745 ( 1,669,916)# (890,539)
Net loss -- -- -- (1,233,558) --
Purchase of
8,900 shares
of common stock -- -- -- -- (1,670)
---------- ----------- ----------- ------------ ------------
BALANCE,
December 31, 2002 22,000,000 $ 22,000 $ 5,096,745 ($2,903,474) ($ 892,209)
---------- ----------- ----------- ------------ ------------
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-5
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
------------ ------------ ------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Cash received from customers/patients $ 13,064,210 $ 13,474,485 $ 12,300,318
Interest received 34,174 62,955 90,579
Cash paid to suppliers and employees (12,992,557) (12,735,386) (11,367,724)
Investments - net 51,252 (789,127) 626,049
Interest paid (303,161) (352,209) (500,601)
Income taxes paid (refunded) 15,632 1,028,429 (1,000,000)
------------ ------------ ------------
Net cash provided by
(used in) operating activities (130,450) 689,147 148,621
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of property and equipment (240,457) (150,925) (123,025)
Proceeds from sale of assets 20,701 -- 84,000
Mortgage escrow deposits, net (12,137) 32,777 (13,876)
------------ ------------ ------------
Net cash provided by
(used in) investing activities (231,893) (118,148) (52,901)
CASH FLOWS FROM
FINANCING ACTIVITIES
Payments on debt (43,216) (43,938) (127,062)
Purchase of treasury stock (1,670) (550) (30,565)
------------ ------------ ------------
Net cash used in financing activities (44,886) (44,488) (157,627)
------------ ------------ ------------
Net increase (decrease) in cash (407,229) 526,511 (61,907)
CASH, beginning of period 1,412,024 885,513 947,420
------------ ------------ ------------
CASH, end of period $ 1,004,795 $ 1,412,024 $ 885,513
============ ============ ============
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-6
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(continued)
2002 2001 2000
------------ ------------ ------------
RECONCILIATION OF NET INCOME
(LOSS) TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES
Net income (loss) ($1,233,558) ($ 822,941) ($2,512,242)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities
Loss on sale of securities 1,233,736 690,316 3,620,565
Depreciation and amortization 292,382 267,478 271,232
Abandonments -- -- 27,828
Deferred taxes -- 209,527 (386,324)
Changes in assets and liabilities
Accounts receivable (424,874) 126,649 (49,377)
Prepaid expenses
and other receivables (443,868) (1,542) (20,089)
Trading securities 51,252 (789,127) 626,049
Accounts payable 340,700 175,016 192,571
Accrued liabilities 49,139 (58,872) (17,141)
Income taxes payable (receivable) 4,641 894,095 (1,604,451)
Other -- (1,452) --
------------ ------------ ------------
Net cash provided by
(used in) operating activities ($ 130,450) $ 689,147 $ 148,621
============ ============ ============
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-7
INTERWEST MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounting policy relative to property and equipment is 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.
RECLASSIFICATIONS
Certain reclassifications have been made to 2000 and 2001 captions to
conform to the 2002 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
INVESTMENTS IN SECURITIES
The Company's investments in securities are classified as follows:
TRADING SECURITIES - Investments in debt and equity securities held
principally for resale in the near term are classified as trading
securities and recorded at their fair values. Unrealized gains and
losses on trading securities are included in other income.
SECURITIES TO BE HELD TO MATURITY - Debt securities for which the
Company has the positive intent and ability to hold to maturity are
reported at cost, adjusted for amortization of premiums and accretion
of discounts which are recognized in interest income using the
interest method over the period to maturity.
SECURITIES AVAILABLE FOR SALE - Securities available for sale consist of
its debt and equity securities not classified as trading securities
nor as securities to be held to maturity.
Unrealized holding gains and losses on securities available for sale
are reported as a net amount in accumulated other comprehensive income
in stockholders' equity until realized.
F-8
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENTS IN SECURITIES - CONTINUED
Gains and losses on the sale of securities available for sale are
determined using the specific identification method.
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.
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. For
information on the fair value of investments, see Note 2. The fair value of
debt is estimated as its carrying value at December 31, 2002 and 2001,
based upon current interest rates of similar debt which approximates the
Company's mortgage interest rate.
REVENUE
The Company operates an acute care facility in Colton, California.
Patient service revenue is reported at the estimated net realizable amounts
from patients, third-party payers, and others for service rendered. The
Company derives a significant portion of its revenues from third party
payers (health maintenance organizations, Medicare and Medi-Cal).
Approximately 53% of 2002 revenue was derived from a contract with one
health maintenance organization.
F-9
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
REVENUE - CONTINUED
Revenue under third-party payer agreements is subject to audit and
retroactive adjustment. Provisions for estimated third-party payer
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.
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 for tax reporting purposes and
unrealized losses on investment securities.
EARNINGS PER COMMON SHARE
Dilutive earnings per share have not been presented since the inclusion of
potential common stock 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. The
dates that quoted market prices are determined may vary depending on
whether the terms of an award are fixed or variable.
F-10
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.
NOTE 2. INVESTMENT SECURITIES
Investment securities consist entirely of equity securities.
Included in gain (loss) on sale of investments for 2002 and 2001 is
$521,182 and $418,728, respectively, of unrealized loss on trading
securities still held at year end.
NOTE 3. 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.
F-11
NOTE 3. CAPITAL STOCK - CONTINUED
A summary of the status of the Company's stock options for 2002, 2001 and
2000 is as follows:
2002 2001 2002
------------------------ ---------------------- -------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
(000) Price (000) Price (000) Price
------- ------------- --------- ---------- -------- ----------
Outstanding, beginning 1,500 .15 1,500 $ .15 1,500 $ .15
Granted -- -- -- -- -- --
Exercised -- -- -- -- -- --
Forfeited -- -- -- -- -- --
----- ------ ----- ------- ----- -------
Outstanding, ending 1,500 .15 1,500 $ .15 1,500 $ .15
===== ====== ===== ======= ===== =======
Options exercisable
at year end 1,500 $ .15 1,500 $ .15 1,500 $ .15
===== ====== ===== ======= ===== =======
Weighted average fair
value of options
granted during the year $ -- $ -- $ --
======= ======= =======
At December 31, 2002, the 1,500,000 options have an exercise price of $0.15
per share and a weighted average remaining contractual life of 7.25 years.
NOTE 4. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2002, 2001 and 2000, Arch B. Gilbert, a
Professional Corporation, whose sole stockholder is president of the
Company, was paid $193,163, $225,326 and $330,000, respectively, for legal
services rendered.
During the years ended December 31, 2002, 2001 and 2000, the above
corporation was reimbursed $26,547, $50,273 and $35,352, respectively, for
expenses incurred on behalf of the Company.
During 2002, 2001 and 2000, the wife of the Company's president performed
consulting services for the Company for which she received annual
compensation of $36,000.
The Company has a note receivable from its president. The note bears
interest at 6% annually and principal is due at maturity, April 1, 2004.
Interest accrued on the note was $9,600 annually in 2002, 2001 and 2000.
F-12
NOTE 5. FEDERAL INCOME TAXES
The Company's tax provision (benefit) for 2002, 2001 and 2000 consists of the
following:
2002 2001 2000
========= ========= =========
Current expense (benefit) ($ 10,991) ($134,334) ($609,039)
Deferred taxes -- -- (386,324)
Re-evaluation of valuation allowance
on beginning temporary differences -- 209,527 --
--------- --------- ---------
($ 10,991) $ 75,193 ($995,363)
========= ========= =========
The 2002, 2001 and 2000 tax provision (benefit) differs from the amount
calculated by applying statutory tax rates to pre-tax income as follows:
2002 2001 2000
----------- ----------- -----------
Tax at statutory rates ($ 423,147) ($ 254,234) ($1,192,586)
Re-evaluation of valuation allowance
on beginning temporary differences -- 209,527 --
Losses not providing benefits 412,112 119,855 222,249
Other 44 45 (25,026)
----------- ----------- -----------
($ 10,991) $ 75,193 ($ 995,363)
=========== =========== ===========
All income (loss) since inception relates to domestic activity.
The tax effects of temporary differences at December 31, 2002 and 2001 that give
rise to significant portions of deferred tax assets and deferred tax liabilities
are as follows:
2002 2001
----------- -----------
Deferred tax assets
Unrealized loss on marketable securities $ 177,202 $ 142,367
Expenses deduction in future periods 37,411 59,226
Capital loss carryforward 831,552 429,720
----------- -----------
1,046,165 631,313
Deferred tax liabilities
Depreciation and depletion (115,476) (100,269)
Valuation allowance (930,689) (531,044)
----------- -----------
Deferred tax asset (liabilities), net $ -- $ --
=========== ===========
During 2002, the valuation allowance increased $399,645. The valuation allowance
increased $308,795 in 2001.
The Company has a capital loss carryforward of approximately $2,395,000,
ultimately expiring in 2007.
F-13
NOTE 6. LONG-TERM DEBT
Long-term debt consisted of the following at December 31:
2002 2001
---------- ----------
Mortgage loan for financing of a nursing home constructed in Colton,
California. The mortgage loan bears interest at 7.375%, is due in
monthly installments of $30,778 (principal and interest), matures in
June, 2030 and is secured by real
estate $4,344,888 $4,388,104
Less current maturities 50,898 47,290
---------- ----------
$4,293,990 $4,340,814
========== ==========
Aggregate maturities of long-term debt for each of the succeeding five
years and thereafter is as follows:
2003 $ 50,898
2004 54,782
2005 58,961
2006 63,460
2007 68,301
Thereafter 4,048,486
NOTE 7. 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 8. EMPLOYEES RETIREMENT PLAN
The Company has a retirement plan covering substantially all of its
employees. Contributions to the plan in 2002, 2001 and 2000 totaled
$61,144, $79,518 and $53,579, respectively.
F-14
INTERWEST MEDICAL CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column E Column F
- --------------------------- ---------- ----------------------------- -------- --------
Additions
----------------------------
Charged
Balance at to Costs Charged
Beginning and to Other Balance at
of Period Expenses Accounts Deductions End of Period
--------- -------- -------- ---------- -------------
Allowance for
doubtful accounts
Year ended
December 31, 2000 $ 71,688 $ 9,696 $ -- $ 24,480 $ 52,932
======== ======== ======= ======== ========
Year ended
December 31, 2001 $ 52,932 $129,127 $ -- $ 7,864 $174,195
======== ======== ======= ======== ========
Year ended
December 31, 2002 $174,195 $ 88,513 $ -- $152,675 $110,033
======== ======== ======= ======== ========
F-15
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 69 1983 (1) President,
Secretary,
Treasurer &
Director
(1) Date of incorporation
(b) Identification of Executive Officers:
Name Position Age
- ---- -------- ---
Arch B. Gilbert President, 69
Secretary,
Treasurer
Officers serve at the discretion of the Board of Directors.
Arch B. Gilbert received his B.A. and his LL.B. degrees from the University
of Oklahoma in 1955 and 1957 respectively. He also his 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.
There is no family relationship between any director or executive officer
of the Company.
No personal meetings of the directors took place in 2002. 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
9
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, 2002, 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, 2002, Arch B. Gilbert did not
receive any direct remuneration.
All executive officers as a group (1 person) received cash remuneration in
fiscal year 2002 of $0. This does not include legal fees paid to the law firm of
the President of reimbursement or 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 1,500,000 shares of stock at $.15 per share on April 1,
1999. 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 15, 2002, 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 6,295,000 (1) 38.9%
3221 Hulen Street
Suite C
Fort Worth, Texas 76107
10
(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 shares owned by Shannon Gilbert Moten or Devon Vrana, Mr.
Gilbert's adult daughters, which beneficial ownership Mr. Gilbert disclaims.
Does not include options to purchase 1,500,000 shares.
(b) The following table sets forth as of December 31, 2002, 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 6,295,000 39.5%
Common Stock All Officer and 6,295,000 39.5%
$0.001 Par Value Directors as a Group
(1 person)
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 2002
of $15,600. The Registrant also reimbursed Mr. Gilbert for 50% of his office and
administrative expenses for the year ending December 31, 2002 and for direct
out-of-pocket expenses incurred on behalf of the Company. The total amount of
such reimbursement was $10,947. For the year 2002, Arch B. Gilbert, A
Professional Corporation, whose sole stockholder is the President of the
Company, was paid $193,163 for legal services rendered.
In 2002, Mr. Gilbert may perform legal services on behalf of the Registrant
although there are no present plans, agreement 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 rate.
In 2002, Mr. Gilbert's wife performed consulting services for the Company
for which she received total cash compensation of $12,000.
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.
11
On April 1, 1999, the Company sold Arch B. Gilbert 2,000,000 unregistered shares
of Common Stock at a price of $0.08 per share. Mr. Gilbert gave the Company a
five year non-recourse $160,000 note for such shares. The note provides that
interest of 6% per annum will be payable annually and the entire balance and any
accrued interest will be payable on April 1, 2004.
PART IV
Item 14. Controls and Procedures
Within 90 days of the filing of this 10-K, an evaluation was performed
under the supervision and with the participation of the Company's management,
including the CEO, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-14 and
15d-14 under the Securities Act of 1934). Based on that evaluation, the
Company's management, including the CEO, concluded that the Company's disclosure
controls and procedures were effective as of December 31, 2002. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
evaluation.
Item 15. 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, 2002 and 2001
Consolidated Statements of Operations for the Years Ended December 31,
2002, 2001 and 2000
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2002, 2001, and 2000
Consolidated Statements of Cash Flows for the Years Ended December 31,
2002, 2001, and 2000
12
Note to Consolidated Financial Statements
Supporting Schedule
2. Financial Statement Schedules.
Financial Statement Schedule II is 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 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.
Item 16 Principle Accountant Fees and Services
The Company has only one director, Arch B. Gilbert. He also serves as
the Company's president and chief executive officer. Mr. Gilbert pre-approves
all services of Weaver and Tidwell, L.L.P., the Company's principal accountant.
Aggregate fees billed by Weaver and Tidwell, L.L.P. for 2002 and 2001 were as
follows:
2002 2001
------- -------
Audit fees $35,900 $34,600
Tax fees (compliance) 9,200 10,050
All other fees (health care consulting) 3,700 4,035
------- -------
$48,800 $48,685
======= =======
13
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 *
99-1 Certification of Chief Executive
Officer and Chief Financial Officer
Pursuant to USC 1350 17
*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: /s/ ARCH B. GILBERT
------------------------------------------------
Arch B. Gilbert, President
Chief Executive Officer,
Chief Financial Officer and
Chief Accounting Officer
Date: March 27, 2003
---------------------------------------
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: /s/ ARCH B. GILBERT
--------------------------------------------------
Arch B. Gilbert, Director
Date: March 27, 2003
---------------------------------------
CERTIFICATION
Pursuant to 18 USC Section 1350,
As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Arch B. Gilbert, certify that:
1. I have reviewed this annual report on Form 10-K of InterWest Medical
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading;
3. Based on my knowledge, the financial statements and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this annual
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date.
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the Audit Committee of the Company's Board of
Directors:
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls.
6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
March 27, 2003
/s/ ARCH B. GILBERT
- -----------------------------------------------------------------------
Arch B. Gilbert
President, Chief Executive Officer and Chief Financial Officer