UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2006
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _______ to ________
Commission file number: 1-12471
INTEGRATED SURGICAL SYSTEMS, INC.
---------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 68-0232575
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1433 N. Market Blvd. #1, Sacramento, CA 95834
---------------------------------------------
(Address of principal executive offices)
(916) 285-9943
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the exchange Act). Yes [ ] No [ X ]
The number of shares of common stock, $0.01, par value, outstanding on April 12,
2007 was 45,784,089.
Transitional Small Business Disclosure format (check one). Yes [ ] No [ X ]
Integrated Surgical Systems, Inc.
Form 10-QSB
for the quarter ended September 30, 2006
Table of Contents
Page
Part I. Financial Information
Item 1. Financial Statements 2
Balance Sheet (unaudited) at September 30, 2006 2
Statements of Operations (unaudited) for the 3
three months ended September 30, 2006 and 2005
Statements of Operations (unaudited) for the 4
nine months ended September 30, 2006 and 2005
Statements of Cash Flows (unaudited) for the 5
nine months ended September 30, 2006 and 2005
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis 7
Item 3. Controls and Procedures 10
Part II. Other Information
Item 6. Exhibits 11
Signature 12
Certifications
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Integrated Surgical Systems, Inc.
Balance Sheet
September 30, 2006
(Unaudited)
Assets
Current assets:
Cash $ 2,080,924
Accounts receivable 16,666
Inventory 252,476
Other current assets 117,292
------------
Total current assets 2,467,358
------------
Other assets 15,500
------------
Total assets $ 2,482,858
============
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable $ 44,103
Accrued payroll and related expenses 7,330
Accrued liabilities 45,200
Unearned income 1,096,083
------------
Total current liabilities 1,192,716
Note payable 2,700,000
Convertible preferred stock, $0.01 par value,
1,000,000 shares authorized;
168 shares issued and outstanding
($168,496 aggregate liquidation value) 168,496
------------
Total liabilities 4,061,212
------------
Stockholders' deficit:
Common stock, $0.01 par value, 100,000,000
shares authorized;
45,784,089 shares issued and outstanding 457,841
Additional paid-in capital 61,924,486
Accumulated deficit (63,960,681)
------------
Total stockholders' deficit (1,578,354)
------------
$ 2,482,858
============
See accompanying notes to financial statements.
2
Integrated Surgical Systems, Inc.
Statements of Operations
(Unaudited)
Three months ended September 30,
-------------------------------------
2006 2005
------------ ------------
Net revenue $ 78,252 $ 293,577
Cost of revenue 7,701 18,172
------------ ------------
70,551 275,405
------------ ------------
Operating expenses:
Selling, general and administrative 307,341 119,898
Research and development 61,126 22,241
Gain on forgiveness of debt (1,409,308) --
------------ ------------
(1,040,841) 142,139
------------ ------------
Operating income 1,111,392 133,266
Other income net 9,689 --
Derivative liability expense -- (302,778)
Interest (expense) net (44,400) (2,558)
------------ ------------
Net income (loss) $ 1,076,681 $ (172,070)
============ ============
Basic income (loss) per common share $ 0.02 $ *
Diluted income (loss) per common share $ 0.01 $ *
============ ============
Shares used in computing basic income (loss) per share 45,327,567 45,084,089
============ ============
Shares used in computing diluted income (loss) per share 85,537,571 45,084,089
============ ============
* Less than $.01, per share
See accompanying notes to financial statements.
3
Integrated Surgical Systems, Inc.
Statements of Operations
(Unaudited)
Nine months ended September 30,
--------------------------------------
2006 2005
------------ ------------
Net revenue $ 2,533,586 $ 3,384,871
Cost of revenue 421,307 480,800
------------ ------------
2,112,279 2,904,071
------------ ------------
Operating expenses:
Selling, general and administrative 1,093,967 670,590
Research and development 222,641 297,590
Gain on forgiveness of debt (1,492,739) (362,881)
------------ ------------
(176,131) 605,299
------------ ------------
Operating income 2,288,410 2,298,772
Other income net 78,084 --
Amortization of discount -- (31,379)
Derivative liability expense -- (271,399)
Interest (expense) net (44,400) (9,318)
------------ ------------
Net income $ 2,322,094 $ 1,986,676
============ ============
Basic net income per common share $ 0.05 $ 0.04
============ ============
Diluted net income per common share $ 0.03 $ 0.03
============ ============
Shares used in computing basic net income per share 45,166,140 45,084,089
============ ============
Shares used in computing diluted net income per share 83,143,060 60,162,988
============ ============
See accompanying notes to financial statements.
4
Integrated Surgical Systems, Inc.
Statements Cash Flows
(Unaudited)
Nine months ended September 30,
------------------------------------
2006 2005
----------- -----------
Cash flows from operating activities:
Net income (loss) $ 2,322,094 $ 1,986,676
Adjustments to reconcile net income) to net cash used in
operating activities:
Depreciation -- 5,414
Inventory reserve -- 100,000
Gain on forgiveness of debt (1,492,740) (362,881)
Derivative liability expense -- 302,778
Stock-based compensation 7,000 --
Gain on sale of property and equipment (5,000) --
Changes in operating assets and liabilities:
Accounts receivable 21,288 19,613
Inventory 49,999 83,072
Other current assets (81,326) 16,620
Accounts payable (228,845) (78,568)
Accrued payroll and related expenses (809,099) (355,987)
Accrued liabilities (144,806) (95,815)
Unearned income (279,430) (2,913,883)
----------- -----------
Net cash used in operating activities (640,865) (1,292,961)
----------- -----------
Cash flows from investing activities:
Proceeds from disposal of property and equipment 5,000 --
----------- -----------
Net cash provided by investing activities 5,000 --
----------- -----------
Cash flows from financing activities:
Payments of note payable (142,000) --
Proceeds from note payable 2,700,000 --
----------- -----------
Net cash provided by financing activities 2,558,000 --
----------- -----------
Net increase decrease in cash 1,922,135 (1,292,961)
Cash at beginning of period 158,789 1,324,403
----------- -----------
Cash at end of period $ 2,080,924 $ 31,442
=========== ===========
See accompanying notes to financial statements.
5
Integrated Surgical Systems, Inc.
Notes to Financial Statements (unaudited)
1. Organization and Operations
Integrated Surgical Systems, Inc. (Company) was incorporated in Delaware in 1990
to design, manufacture, sell and service image-directed, computer-controlled
robotic software and hardware products for use in orthopedic surgical
procedures. The Company's products are sold through international distributors
to hospitals and clinics in European Union member countries and Australia,
Canada, India, Israel, Japan, Korea, New Zealand, Switzerland and South Africa.
Subsequent to March 31, 2005 the Company ceased operations, three of its four
directors resigned, and all employees were terminated. The officers of the
Company were evaluating the options available to the Company.
2. Significant Accounting Policies
Basis of presentation
The accompanying unaudited financial statements and related notes have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial statements and with the rules and
regulations of the Securities and Exchange Commission for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation of
the financial position, results of operations and cash flows for the interim
periods have been included. These financial statements should be read in
conjunction with the financial statements of the Company together with the
Company's management discussion and analysis in the Company's Form 10-KSB for
the year ended December 31, 2005. Interim results are not necessarily indicative
of the results for a full year.
Certain amounts for prior years have been reclassified to conform to 2006
financial statement presentations.
The financial statements include all the accounts of the Company.
Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.
New Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
3. Going Concern
The accompanying unaudited financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As of September 30, 2006, the
Company had an accumulated deficit of $63,960,681 and working capital of
$1,274,642. The report of the independent registered public accounting firm on
the Company's December 31, 2005 financial statements includes an explanatory
paragraph indicating there is substantial doubt about the Company's ability to
continue as a going concern.
The Company believes that it has a current plan to address these issues in order
to enable the Company to continue operations. This plan includes obtaining
additional equity or debt financing, increasing product sales in existing
markets, increasing sales of system upgrades, and further reductions in
operating expenses as necessary. Although the Company believes that the plan
will be realized, there is no assurance that these events will occur. In the
6
event that the Company is unsuccessful in realizing the benefits of such plan,
it is possible that the Company will seek bankruptcy protection. These financial
statements do not include any adjustments to reflect the uncertainties related
to the recoverability and classification of assets or the amounts and
classification of liabilities that may result from an inability of the Company
to continue as a going concern.
Item 2. Management's Discussion and Analysis
Forward-Looking Statements
The discussion in this Quarterly Report on Form 10-QSB contains forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements are
based on current expectations, estimates and projections about the software
industry and certain assumptions made by the Company's management. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
"could," "would," "may" and variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict; therefore, actual results may
differ materially from those expressed or forecasted in any such forward-looking
statements. Unless required by law, the Company undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. However, readers should carefully
review the risk factors set forth in other reports or documents the Company
files from time to time with the SEC, particularly the Company's Annual Report
on Form 10-KSB, Quarterly Reports on Form 10-QSB and any Current Reports on Form
8-K.
The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto in Part I, Item 1 of this Quarterly
Report on Form 10-QSB and with the audited Financial Statements and Notes
thereto, together with Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2005 as filed with
the SEC.
Overview
We were incorporated in Delaware in 1990 to design, manufacture, sell and
service image-directed, computer-controlled robotic software and hardware
products for use in orthopedic surgical procedures. Although we have not
received clearance to market the ROBODOC(R) System (ROBODOC) in the U.S., we are
permitted to export the system provided certain requirements are met. Products
approved for use by European Union member countries and Australia, Canada,
India, Israel, Japan, Korea, New Zealand, Switzerland and South Africa, do not
require U.S. FDA export approval. We sell our robotic systems to international
distributors, who in turn resell the product in their territories. Our
international distributors are KTEC in Japan, ROCOM Frontier in Korea and
Paramount Impex in India.
In November 2005, we received an advance for a Robodoc system from our Korean
distributor and this system was shipped in January 2006. In February 2006, we
received an advance for another Robodoc system from our Korean distributor and
this system was shipped in March 2006.
On August 8, 2006, we filed Form 8-K with the SEC disclosing that we had entered
into a $4 million asset purchase agreement to sell substantially all of our
assets to Novatrix Biomedical, Inc. in consideration of $4 million as well as a
loan agreement with Novatrix pursuant to which Novatrix would loan us an
aggregate of $6 million in two tranches of $2.7 million upon the execution of
the agreement, and an additional $3.3 million in two tranches upon certain
milestones with Novatrix. As required by the loan agreement, we have reached a
settlement with over 80% of our outstanding creditors in exchange for 17.6 cents
for each dollar owed. The loan agreement further provides that in the event that
approval by our stockholders of the asset sale does not occur by June 30, 2007,
we will be required to grant an exclusive license in the Asian markets of our
ROBODOC Surgical System software to Novatrix in exchange for a one-time royalty
payment of $100,000.
7
Product revenue consists of sales of our principal orthopedic product, the
ROBODOC(R) Surgical Assistant System ("ROBODOC"), which integrates the
ORTHODOC(R) Presurgical Planner ("ORTHODOC") with a computer-controlled robot
for use in joint replacement surgeries. We develop specialized operating
software for several implant manufacturing companies. These implant
manufacturers' contract with us for the development of software for particular
lines of new prosthesis to be used with the ROBODOC System.
We currently have warranty reserves $115,000 on products delivered in Q1 of
2006.
Results of operations
We generated net income for the third quarter of 2006 of $1,077,000 or $0.02 per
basic and $0.1 per diluted share compared to a net loss for the third quarter of
2005 of $172,000 or less than one cent per basic and dilutive share.
We generated net income for the first nine months of 2006 of $2,322,000 or $0.05
per basic share and $0.03 per dilutive share compared to net income for the
first nine months of 2005 of $1,987,000 or $0.04 loss per basic and $0.03 per
dilutive share.
Net revenue
Net revenue of $78,000 in Q3 2006 decreased 73% when compared to $294,000 in the
third quarter of 2005, primarily resulting from decreases in development revenue
and service contract revenue.
Net revenue of $2,534,000 in the first nine months of 2006 decreased 25% when
compared to $3,385,000 in the first nine months of 2005, primarily resulting
from $2,994,000 of development revenue which accounted for 88% of that periods
total revenue. There were two Robodoc systems sold in the first nine months of
2006 which accounted for 82% of that periods total revenue.
Cost of revenue
Cost of revenue of $8,000 in Q3 2006 decreased 56% when compared to $18,000 in
the third quarter of 2005 and was 10% of revenue compared to 6% of revenue in
the third quarter of 2005 as we had seriously curtailed our production during
those two comparative three month periods.
Cost of revenue of $421,000 in the first nine months of 2006 decreased 12% when
compared to $481,000 in the first nine months of 2005 and was 17% of revenue
compared to 14% of revenue in the first nine months of 2005, as the gross sales
price of the two ROBODOC Systems sold in the current year were at a higher price
as they were sold directly to the hospitals and a sales commission was paid to
our distributor and charged to selling, general and administrative expense.
These two ROBODOC Systems sales differed from our normal process of selling
systems directly to our distributor at a lower price without commission being
paid.
Gross margin
Gross margin of $71,000 decreased 74% during Q3 of 2006 when compared to
$275,000 in the third quarter of 2005 and were 90% of revenue compared to 94% of
revenue in the third quarter of 2005 as the revenue in the two comparative
periods was from servicing and development projects which typically have lower
costs associated with them.
Gross margin of $2,112,000 decreased 27% during the first nine months of 2006
when compared to $2,904,000 in the first nine months of 2006 and were 83% of
revenue compared to 86% of revenue in the first nine months of 2005 as the gross
sales price of the two ROBODOC Systems sold in the first nine months were at a
higher price as they were sold directly to the hospitals and a sales commission
was paid to our distributor and charged to selling, general and administrative
expense. These two ROBODOC Systems sales differed from our normal process of
selling systems directly to our distributor at a lower price without commission
being paid.
8
Operating expenses
Selling, general and administrative expenses of $307,000 increased 156% during
the third quarter of 2005 when compared to $120,000 in the third quarter of 2005
and were 393% of revenue compared to 41% of revenue in the third quarter of
2005. During 2005, we ceased operations and all our employees were terminated.
During the third quarter of 2006 we had started to add staff and restart
portions of the operation.
Selling, general and administrative expenses of $1,094,000 increased 63% during
the first nine months of 2006 when compared to $671,000 in the first nine months
of 2005 and were 43% of revenue compared to 20% of revenue in the first nine
months of 2004. Selling, general and administrative expense in first nine month
ofs 2006 included $600,000 to our distributor as commission expense. Without
this commission, selling, general and administrative expense would only have
been $494,000, or 19% of revenue for the first nine months of 2006.
Research and development of $61,000 increased 177% during the third quarter of
2006 when compared to $22,000 in the third quarter of 2005. Our level of
research and development remained relatively small due to our cash limitations.
Research and development of $223,000 decreased 25% during the first nine months
of 2006 when compared to $298,000 in the first nine months of 2005 due our lack
of cash to maintain our level of research and development.
Gain on forgiveness of debt
As required by a loan agreement, we were required to reach a settlement with at
least 80% of our outstanding creditors in exchange for 17.6 cents for each
dollar owed. During Q3 of 2006 we reached agreements with 98% of our creditors
and settled $1,669,000 of our outstanding debt as of June 30, 2006.
Liquidity and Capital Resources
Although we received $2.7M in cash during Q3 of 2006 as a loan related to the
asset purchase agreement, our cash position is still inadequate, and although we
have identified potential sources of cash for future operations, there cannot be
any assurance that we will receive these cash amounts, or that these cash
amounts will be sufficient to assure continuing operations. The report of
independent auditors on our December 31, 2005 financial statements included an
explanatory paragraph indicating there is substantial doubt about our ability to
continue as a going concern. We believe that we have a current plan to address
these issues and enable us to continue operations. This plan includes obtaining
additional equity or debt financing, increasing product sales in existing
markets, increasing sales of system upgrades, and further reductions in
operating expenses as necessary. Although we believe that the plan will be
realized, there is no assurance that these events will occur. In the event that
we are unsuccessful in realizing the benefits of such plan, it is possible that
we will seek bankruptcy protection. The September 30, 2006 unaudited financial
statements do not include any adjustments to reflect the uncertainties related
to the recoverability and classification of assets or the amounts and
classification of liabilities that may result from our inability to continue as
a going concern.
At September 30, 2006, our "quick ratio" (cash and accounts receivable divided
by current liabilities), a conservative liquidity measure designed to predict
our ability to pay bills, was 1.76.
Net cash used in operating activities of $641,000 for the nine months ended
September 30, 2006, resulted primarily from decreases in accrued payroll and
related expenses of $809,000, accounts payable and accrued liabilities of
$374,000, unearned income of $279,000 and, the forgiveness of debt of $1,493,000
providing no cash, offset in part by net income of $2,322,000.
The decrease in accounts payable and accrued liabilities was primarily due to
the reimbursement of business expenses incurred by officers and employees and
the settlement of debt incurred over the past several years. The decrease in
accrued payroll and other related expenses was primarily from payments made for
past due payrolls from 2004 and related accrued benefits. The decrease in
unearned income is primarily from the recognition of revenue on development
projects and the recognition of income on servicing contracts.
9
Cash flow from financing activities for the first nine months of 2006 consisted
of $2,700,000 received in Q3 2006 from the note payable related to the asset
sale agreement offset by $142,000 paid in Q1 2006 to settle the La Jolla Cove
Investors promissory note in Q1 2006.
We expect to derive most of the cash required to support our operations in 2006
through sales of the ROBODOC Systems and collection of accounts receivable, as
well as through additional financing. It is critical for us to maintain
operations as a going concern in 2006. There can be no assurance that we can
continue to convert inventory, collect receivables or raise additional funds on
acceptable terms, if at all.
We anticipate that we will incur operating losses in the next twelve months.
We do not have any material commitments for capital expenditures.
There are no seasonal aspects to our business.
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, liquidity or capital resources that
are material to our investors.
Critical Accounting Policies and Estimates
The preparation of our unaudited financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate the estimates, including those
related to bad debts, inventories, warranties, contingencies and litigation. We
base these estimates on historical experience and on other assumptions believed
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. We have discussed our critical
accounting policies with our independent accountants. Actual results may differ
from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:
We recognize revenue from sales of our products upon the completion of
equipment installation and training at the end-user's site, except when the
sales contract requires formal customer acceptance. Equipment sales with
contractual customer acceptance provisions are recognized as revenue upon
written notification of customer acceptance, which generally occurs after
the completion of installation and training. Furthermore, due to business
customs in Japan and the interpretation of Japanese law, all equipment
sales to Japan are recognized after customer acceptance, which generally
occurs after the completion of installation and training. Revenue related
to maintenance and service contracts is recognized ratably over the
duration of the contracts.
We periodically evaluate the need for allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make
required payments. If the financial condition of our customers were to
deteriorate, resulting in an impairment of our ability to make payments,
additional allowances may be required.
Item 3. Controls and Procedures
(a) Under the supervision and with the participation of management, including
our President and Chief Executive Officer and Chief Financial Officer, an
evaluation was made of the effectiveness of our disclosure controls and
10
procedures, as such term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended. Based upon that evaluation, our
President and Chief Executive Officer and our Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report.
(b) There has been no significant changes in our internal control over financial
reporting during the quarter ended September 30, 2006 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Part II. Other Information
Item 6. Exhibits
(a)Exhibits
31.1 Certification Pursuant to Exchange Act Rule 13a-14(a) of Ramesh Trivedi
31.2 Certification Pursuant to Exchange Act Rule 13a-14(a) of David Adams
32.1 Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 of
Ramesh Trivedi
32.2 Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 of
David Adams
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTEGRATED SURGICAL SYSTEMS, INC.
By: /s/ DAVID H. ADAMS
----------------------------------------
David H. Adams, Chief Financial Officer
April 13, 2007
Exhibit 31.1
CERTIFICATION
I, Ramesh C. Trivedi, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Integrated Surgical
Systems, Inc. (the "registrant");
2. Based on my knowledge, this 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 with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
/s/ Ramesh C. Trivedi
- ------------------------------------------
Ramesh C. Trivedi, Chief Executive Officer
April 13, 2007
Exhibit 31.2
CERTIFICATION
I, David H. Adams, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Integrated Surgical
Systems, Inc. (the "registrant");
2. Based on my knowledge, this 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 with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors:
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
/s/ David H. Adams
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David H. Adams, Chief Financial Officer
April 13, 2007
Exhibit 32.1
CERTIFICATION
In connection with the Quarterly Report on Form 10-QSB of Integrated Surgical
Systems, Inc. (the "Company") for the period ended September 30, 2006, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Ramesh C. Trivedi, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Ramesh C. Trivedi
- ------------------------------------------
Ramesh C. Trivedi, Chief Executive Officer
April 13, 2007
Exhibit 32.2
CERTIFICATION
In connection with the Quarterly Report on Form 10-QSB of Integrated Surgical
Systems, Inc. (the "Company") for the period ended September 30, 2006, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, David H. Adams, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ David H. Adams
- ---------------------------------------
David H. Adams, Chief Financial Officer
April 13, 2007