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, 2007
[ ] 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 [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the exchange Act). Yes [X ] No [ ]
The number of shares of common stock, $0.01, par value, outstanding on November
16, 2007 was 4,578,500 Transitional Small Business Disclosure format (check
one). Yes [ ] No [ X ]
Integrated Surgical Systems, Inc.
Form 10-QSB
for the quarter ended September 30, 2007
Table of Contents
Page
----
Part I. Financial Information
Item 1. Financial Statements 2
Balance Sheet (unaudited) at September 30, 2007 2
Statements of Operations (unaudited) for the
nine months ended September 30, 2007 and 2006 3
Statements of Operations (unaudited) for the
three months ended September 30, 2007 and 2006 4
Statements of Cash Flows (unaudited) for the
nine months ended September 30, 2007 and 2006 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis 8
Item 3 Controls and Procedures 10
Part II. Other Information
Item 1. Legal Proceedings 11
Item 6. Exhibits 11
Signature 12
Certifications 13
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Integrated Surgical Systems, Inc.
Balance Sheet
September 30, 2007
(Unaudited)
Assets
Current assets:
Cash $ 3,290,823
Other current assets
79,589
------------
Total assets $ 3,370,412
============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable
$ 19,004
Accrued liabilities 55,322
Other current liabilities 495,188
------------
Total current liabilities 569,514
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 738,010
------------
Stockholders' equity:
Common stock, $0.01 par value,
100,000,000 shares authorized;
4,578,500 shares issued and outstanding 45,785
Additional paid-in capital 62,427,375
Deferred compensation (13,431)
Retained deficit (59,827,327)
------------
Total stockholders' equity
2,632,402
------------
$ 3,370,412
============
See accompanying notes to financial statements.
2
Integrated Surgical Systems, Inc.
Statements of Operations
(Unaudited)
Nine months ended September 30,
-------------------------------------
2007 2006
----------- -------------
Continuing operations
General and administrative expenses $ 115,394 $ --
----------- -------------
Operating (loss) (115,394) --
Interest income - net 26,630 --
----------- -------------
Loss from continuing operations (88,764) --
----------- -------------
Discontinued Operations
(Loss) gain from operations of discontinued
business segment (net of taxes of $50,478
in 2007) (1,219,725) 2,322,094
Net gain on sale of assets 6,176,137 --
----------- -------------
4,956,412 2,322,094
----------- -------------
Net Income $ 4,867,648 $ 2,322,094
=========== =============
Basic net income (loss) per share
Continuing $ (0.02) $ --
Discontinued 1.08 0.51
----------- -------------
Net income $ 1.06 $ 0.51
=========== =============
Diluted net income (loss) per share
Continuing $ (0.02) $ --
Discontinued 0.97 0.28
----------- -------------
Net income $ 0.95 $ 0.28
Shares used in computing basic net income per share 4,578,500 4,516,614
=========== =============
Shares used in computing diluted net income per share 5,127,705 8,314,306
=========== =============
See accompanying notes to financial statements.
3
Integrated Surgical Systems, Inc.
Statements of Operations
(Unaudited)
Three months ended September 30,
-------------------------------------
2007 2006
----------- -------------
Continuing operations
General and administrative expenses $ 115,394 $ --
----------- -------------
Operating (loss) (115,394) --
Interest income - net 26,630 --
----------- -------------
Loss from continuing operations (88,764) --
----------- -------------
Discontinued Operations
Gain from operations of discontinued business segment 34,000 1,076,681
----------- -------------
Net (Loss) Income $ (54,764) $ 1,076,681
=========== =============
Basic net (loss) income per share
Continuing $ (0.02) $ --
Discontinued 0.01 0.24
----------- -------------
Net (loss) income $ (0.01) $ 0.24
=========== =============
Diluted net (loss) income per share
Continuing $ (0.02) $ --
Discontinued 0.01 $ 0.13
----------- -------------
Net (loss) income $ (0.01) $ 0.13
=========== =============
Shares used in computing basic net income per share 4,578,500 4,532,757
=========== =============
Shares used in computing diluted net income per share 5,214,814 8,553,757
=========== =============
See accompanying notes to financial statements.
4
Integrated Surgical Systems, Inc.
Statements of Cash Flows
(Unaudited)
Nine months ended September 30,
-----------------------------------
2007 2006
----------- ----------
Continuing operating
Loss from continuing operations $ (88,764) $ --
Adjustments to reconcile net loss from continued
operations to cash flow used in continued operations:
Stock based compensation-directors and employees 13,215 --
Changes in assets and liabilities
Other current assets (79,589) --
Accounts payable (3,435) --
Accrued liabilities 55,322 --
Other current liabilities (6,642) --
----------- -----------
Net cash (used in) continuing operations (109,893) --
----------- -----------
Discontinued operations
Net cash used in operating activities (2,887,569) (640,865)
Net cash provided by investing activities 3,961,017 5,000
Net cash provided by financing activities 1,000,000 2,558,000
----------- -----------
Net cash provided by discontinued activities 2,073,448 1,922,135
----------- -----------
Net increase in cash 1,963,555 1,922,135
Cash and cash equivalents at beginning of period 1,327,268 158,789
----------- -----------
Cash and cash equivalents at end of period $ 3,290,823 $ 2,080,924
=========== ===========
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 authorized to be 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.
On June 28, 2007, upon the sale of substantially all of its assets, the Company
became inactive. As a result, all the Company's operations through June 28, 2007
have been classified as discontinued operations. On June 28, 2007, the
stockholders approved the future liquidation of the Company if the Company is
unable to complete an acquisition or similar transaction within one year from
the sale of the assets (Note 3).
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 under Regulation SB 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 presentation. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary to present fairly the financial position as of September 30, 2007 and
results of operations and cash flows for the nine months then ended 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, 2006. Interim results are not necessarily indicative of the results for a
full year.
Certain amounts for prior years have been reclassified to conform to 2007
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. Significant estimates made by management
include revenue recognition, allowances for inventory and warranty liability.
New Accounting Pronouncement
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. Gain on Sale of Assets
On June 28, 2007, the Company sold substantially all of its assets in exchange
for $4,000,000 in cash, plus the cancellation of a note payable in the amount of
$3,700,000 and accrued interest thereon of $234,462. The gain on sale of assets
consisted of the following:
6
Proceeds
Cash $ 4,000,000
Cancellation of indebtedness 3,934,462
-----------
Total proceeds 7,934,462
Net book value of assets sold (1,001,007)
Employee retention incentives (486,385)
Present value of net future lease payments (250,376)
Legal expenses (20,557)
-----------
Gain on sale of assets $ 6,176,137
===========
In connection with the sale:
(a) Certain employees of the Company received payments to remain with the
Company until the closing date to effect an orderly transfer of assets
to the purchaser.
(b) The purchaser has agreed to sublease the Company's space for one year.
The Company has accrued the present value of the rent for the balance
of the lease term, net of the rent to be received under the sublease.
After the utilization of the Company's net operating loss carryforwards for
Federal and State purposes, the Company's income taxes on the gain were
approximately $39,000.
4. Common Stock
Effective July 26, 2007, the Company declared a 1-for-10 reverse stock split of
its outstanding shares of common stock. All share and per share amounts have
been restated for the split. During the third quarter of 2007, the Company
issued options to purchase 50,000 shares of common stock to the directors valued
at $13,215. The options to purchase the shares of common stock are exercisable
at $0.328 per share, through August 12, 2012.
5. Income Taxes
Effective January 1, 2007, the Company adopted the provisions of Financial
Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" (FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in the Company's financial statements in accordance with FASB Statement 109,
"Accounting for Income Taxes", and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.
Management has evaluated and concluded that there are no significant
uncertain tax positions requiring recognition in the Company's financial
statements as of January 1, 2007 and September 30, 2007.
The Company's policy is to classify assessments, if any, for tax related
interest as interest expenses and penalties as general and administrative
expenses.
6. Subsequent Event
On November 13, 2007 the Company settled a liability to a customer of $195,000
by a payment of $97,500. The Company will recognize a gain on settlement of
$97,500, which will be included in discontinued operations during the fourth
quarter of 2007.
7
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, 2006 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 had not received
clearance to market the ROBODOC(R) System (ROBODOC) in the U.S., we were
permitted to export the system provided certain requirements were 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 had sold our robotic systems to
international distributors, who in turn resold the product in their territories.
Our international distributors were KTEC in Japan, ROCOM Frontier in Korea and
Paramount Impex in India.
Description of the sales transaction
On August 4, 2006, we entered into an Asset Purchase Agreement with Novatrix
Biomedical, Inc. ("Novatrix"), as amended, pursuant to which we agreed to sell
substantially all of our assets to Novatrix (the "Asset Purchase Agreement"). As
consideration for the sale, Novatrix would pay $4,000,000 for the assets.
The Loan Agreement provided that upon entering into the Asset Purchase
Agreement, Novatrix will meet its obligations to us by providing the balance of
any loans due to us to fund our working capital in equal amounts for the purpose
of developing the ROBODOC and ORTHODOC products. In addition, the Loan Agreement
provided that upon the approval by our stockholders of the asset sale, all of
our obligations owing under the Loan Agreement shall be forgiven.
On June 28, 2007, the Company completed the sale of substantially all of its
assets in exchange for $4,000,000 in cash, plus the cancellation of the note
payable in the amount of $3,700,000 and accrued interest thereon of $234,462.
The gain on sale of assets consisted of:
8
Proceeds
Cash $ 4,000,000
Cancellation of indebtedness 3,934,462
-----------
Total proceeds 7,934,462
Net book value of assets sold (1,001,007)
Employee retention incentives (486,385)
Present value of net future lease payments (250,376)
Legal expenses (20,557)
-----------
Gain on sale of assets $ 6,176,137
===========
Revenues
Product revenue had consisted of sales of our principal orthopedic product, the
ROBODOC(R) Surgical Assistant System ("ROBODOC"), which integrated the
ORTHODOC(R) Presurgical Planner ("ORTHODOC") with a computer-controlled robot
for use in joint replacement surgeries. We had developed specialized operating
software for several implant manufacturing companies. These implant
manufacturers' contracted with us for the development of software for particular
lines of new prosthesis to be used with the ROBODOC system.
Results of operations
We generated a net loss for the third quarter of 2007 of $54,800 or $0.02 loss
per basic and $0.01 loss per dilutive share, compared to net income of
$1,076,700 or $0.24 per basic share and $0.13 per dilutive share for the third
quarter of 2006.
We generated net income for the first nine months of 2007 of $4,867,600 or $1.06
per basic and $0.95 per dilutive share, compared to net income for the first
nine months of 2006 of $2,322,100 or $0.51 per basic and $0.28 per dilutive
share.
Continuing operations
For the three month and nine month periods ending September 30, 2007 we recorded
a net loss of $88,800 or $0.02 loss per basic and $0.01 loss per dilutive share.
These results consisted of $115,400 in general and administrative expenses
partially offset by $26,600 in net interest income.
General and administrative expense of $115,400 primarily consisted of $43,900 of
legal fees, $18,200 of professional accounting fees, $25,000 of consulting and
outside services involved in keeping the company current on regulatory matters,
$8,200 of insurance expense, $13,700 of directors' fees and expenses, and $6,400
of printing supplies and other miscellaneous operational expenses.
Interest income - net results from $30,900 interest income partially offset by
$4,300 in interest expense.
Discontinued operations
For the three month ending September 30, 2007 we recognized $34,000 of
discontinued operations.
For the first nine month period of 2007 the Company recorded a loss from the
discontinued business operations before the sale of assets to Novatrix of
$1,219,700, $0.27 and $0.24 loss per basic and dilutive shares, respectively, as
compared to a gain of $2,322,100, $0.51 and $0.28 income per basic and dilutive
shares, respectively, for the same nine month period of 2006. The gain in 2006
was primarily the result of the sale of two ROBODOC Systems while there were no
comparative sales in 2007. For the nine month period of 2007 the Company
recorded a gain on sale of assets of $6,176,100, $1.35 and $1.20 gain per basic
and dilutive shares, respectively. The total gain on discontinued operations for
the nine months ended September 30, 2007 was $4,956,400 ($1.08 and $0.96 gain
per basic and dilutive shares, respectively) as compared to the same nine month
period of 2006 of $2,322,100 ($0.51 and $0.28 gain per basic and dilutive
shares, respectively).
9
Liquidity and Capital Resources
The Board has retained two of its outside directors, its Chief Financial
Officer, and its Secretary as part time consultants to assist with our
continuing obligations under the federal securities laws and to evaluate various
merger, acquisition or strategic alliance opportunities We anticipate that it
will take up to twelve months to conclude this process. While no assurance can
be given that such opportunities will be available, or if available, on
favorable terms, we believe there are numerous opportunities. If we are
unsuccessful with respect to a suitable opportunity within twelve months of the
closing of the Novatrix transaction, we will liquidate the Company and
distribute all our remaining assets, primarily cash, to our stockholders.
We believe our current cash position is adequate to carry out our plan.
At September 30, 2007, our "quick ratio" (cash and accounts receivable divided
by current liabilities), a conservative liquidity measure designed to predict
our ability to pay bills, was 5.79.
Net cash used in continuing operations was $109,900 for the nine months ended
September 30, 2007. The primary use of cash was a net loss of $88,800 other
current assets of $79,600 and decreases in accounts payable and other
liabilities of $10,000 partially offset by increase in accrued liabilities of
$55,300 and stock based compensation for directors of $13,200.
Net cash used in discontinued operating activities was $2,887,600 for the nine
months ended September 30, 2007. Cash flows provided from investing activities
were $3,961,000 and resulted primarily from cash received from the sale of
assets of $4,000,000. Cash flows provided by financing activities were
$1,000,000.
We anticipate that we will incur operating losses from continuing operations in
the next twelve months.
We do not have any material commitments for capital expenditures.
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 affected our more
significant judgments and estimates used in the preparation of our financial
statements:
We recognized 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 were 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 were
recognized after customer acceptance, which generally occurs after the
completion of installation and training. Revenue related to maintenance and
service contracts was recognized ratably over the duration of the contracts.
10
We periodically evaluated the need for allowances for doubtful accounts for
estimated losses resulting from the inability of our customers to make required
payments.
Item 3. Controls and Procedures
(a) Under the supervision and with the participation of management, including
our President, Chief Executive Officer and Chief Financial Officer, an
evaluation was made of the effectiveness of our disclosure controls and
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
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, 2007 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
There were no current proceedings or litigation involving us that we believe if
judgment were rendered against us would have a material adverse impact on our
financial position, results of operation or cash flows.
Item 6. Exhibits
(a)Exhibits
31.1 Certification Pursuant to Exchange Act Rule 13a-14(a) of Peter B. Mills
31.2 Certification Pursuant to Exchange Act Rule 13a-14(a) of David H. Adams
32.1 Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act of
2002 of Peter B. Mills
32.2 Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act of
2002 of David H. 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
November 16, 2007
12
Exhibit 31.1
CERTIFICATION
I, Peter B. Mills, 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; and
c) 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/ Peter B. Mills
- ---------------------------------------
Peter B. Mills, Chief Executive Officer
November 16, 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; and
c) 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
- ---------------------------------------
David H. Adams, Chief Financial Officer
November 16, 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, 2007, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Peter B. Mills, 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/ Peter B. Mills
- ---------------------------------------
Peter B. Mills, Chief Executive Officer
November 16, 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, 2007, 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
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David H. Adams, Chief Financial Officer
November 16, 2007