UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended March 31, 2009
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 1-12471
INTEGRATED SURGICAL SYSTEMS, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 68-0232575
-------- ----------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
401 Wilshire Blvd., Suite 1020
Santa Monica, California 90401
------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
(310) 526-5000
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES |X| NO |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). YES |X| NO|_|
As of May 14, 2009 there were 7,474,894 shares of the registrant's common stock
outstanding.
Integrated Surgical Systems, Inc.
Form 10-Q
for the three months ended March 31, 2009
Table of Contents
Page
----
Part I. Financial Information
Item 1. Financial Statements 2
Balance Sheets at March 31, 2009 (unaudited) and
December 31, 2008 (audited) 2
Statements of Operations (unaudited) for the three
months ended March 31, 2009 and 2008 3
Statement of Stockholders' Equity (unaudited) for
the three months ended March 31, 2009 4
Statements of Cash Flows (unaudited) for the three
months ended March 31, 2009 and 2008 5
Notes to Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4T. Controls and Procedures 15
Part II. Other Information
Item 1. Legal Proceedings 16
Item 6. Exhibits 16
Signatures 18
Certifications 19
1
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Integrated Surgical Systems, Inc.
Balance Sheets
Assets March 31, December 31,
2009 2008
(Unaudited) (Audited)
------------ ------------
Current assets:
Cash $ 3,496,720 $ 3,322,358
Investment in available-for-sale securities 871,390 1,116,151
Other current assets 49,575 62,822
------------ ------------
Total current assets 4,417,685 4,501,331
------------ ------------
Total assets $ 4,417,685 $ 4,501,331
============ ============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 26,345 $ 4,951
Accrued liabilities 13,235 3,000
Accrued stock compensation 46,566 34,066
Income taxes payable -- 800
Deferred rent - current portion 22,636 22,379
------------ ------------
Total current liabilities 108,782 65,196
Rent deposit 8,175 8,175
Deferred rent - noncurrent 17,428 23,185
------------ ------------
Total liabilities 134,385 96,556
Convertible preferred stock, $0.01 par value, 1,000,000 shares
authorized;
168 shares issued and outstanding ($168,496 aggregate
liquidation value) 168,496 168,496
Stockholders' equity:
Common stock, $0.01 par value, 100,000,000 shares authorized;
7,474,894 shares issued and outstanding 74,479 74,749
Additional paid-in capital 64,108,978 64,101,448
Accumulated deficit (60,068,363) (59,943,265)
Accumulated other comprehensive income (560) 3,347
------------ ------------
Total stockholders' equity 4,114,804 4,236,279
------------ ------------
Total liabilities and stockholders' equity $ 4,417,685 $ 4,501,331
============ ============
See accompanying notes to financial statements.
2
Integrated Surgical Systems, Inc.
Statements of Operations
(Unaudited)
Three Months ended March 31,
2009 2008
----------- -----------
Operating expenses:
General and administrative expenses $ 133,420 $ 159,587
Realized loss on available-for-sale securities (615) --
Interest income, net 9,737 18,141
----------- -----------
Loss from operations before income taxes
(124,298) (141,846)
Income taxes 800 --
----------- -----------
Net Loss $ (125,098) $ (141,846)
=========== ===========
Basic net income (loss) per common share $ (0.02) $ (0.03)
=========== ===========
Diluted net income (loss) per common share $ (0.02) $ (0.03)
=========== ===========
Weighted average number of shares outstanding:
Basic 7,474,894 4,578,500
=========== ===========
Diluted 7,474,894 4,578,500
=========== ===========
See accompanying notes to financial statements.
3
Integrated Surgical Systems, Inc.
Statement of Stockholders' Equity
Accumulated
Common Stock Additional Other Total
--------------------------- Paid-in Comprehensive Accumulated Stockholders'
Shares Amount Capital Income Deficit (Deficit)/Equity
------------ ------------ ------------ ------------ ------------ ----------------
Balance at December 31, 2008 (audited) 7,474,894 $ 74,749 $ 64,101,448 $ 3,347 $(59,943,265) $ 4,236,279
Stock-based compensation (unaudited) -- -- 7,530 -- -- 7,530
Unrealized loss on investment in
available-for-sale securities
(unaudited) -- -- -- (3,907) -- (3,907)
Net loss (unaudited) -- -- -- -- (125,098) (125,098)
------------ ------------ ------------ ------------ ------------ ------------
Balance at March 31, 2009 (unaudited) 7,474,894 $ 74,749 $ 64,108,978 $ (560) $(60,068,363) $ 4,114,804
============ ============ ============ ============ ============ ============
See accompanying notes to financial statements.
4
Integrated Surgical Systems, Inc.
Statements of Cash Flows
(Unaudited)
Three Months ended March 31,
2009 2008
----------- -----------
Cash flows from operating activities
Loss from operations $ (125,098) $ (141,846)
Adjustments to reconcile net loss from operations to cash flow
used in operating activities:
Stock-based compensation 7,530 3,304
Changes in assets and liabilities
Other current assets 13,247 19,250
Accounts payable 21,394 --
Accrued liabilities 10,235 79,033
Accrued stock compensation 12,500 --
Income taxes payable (800) (30,000)
Deferred rent payable (5,500) 3,020
----------- -----------
Cash used in operating activities (66,492) (67,239)
----------- -----------
Cash flows from investing activities
Purchase of available-for-sale securities (544,146) --
Sale of available-for-sale securities 785,000 --
----------- -----------
Cash provided by investing activities 240,854 --
Cash flows from financing activities
Offering cost -- (38,046)
----------- -----------
Cash used by financing activities -- (38,046)
Net increase (decrease) in cash 174,362 (105,285)
Cash at beginning of period 3,322,358 3,099,199
----------- -----------
Cash at end of period $ 3,496,720 $ 2,993,914
=========== ===========
Supplemental disclosures of cash flow information:
Income taxes paid $ 1,600 $ 30,000
Unrealized loss on available-for-sale securities $ (3,907) $ --
See accompanying notes to financial statements.
5
Integrated Surgical Systems, Inc.
Notes to Financial Statements (unaudited)
1. Organization and Operations
Integrated Surgical Systems, Inc. (the "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 were 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.
On June 28, 2007, the stockholders approved the future liquidation of the
Company if the Company was unable to complete an acquisition or similar
transaction within one year of the sale of its assets. At the same time, our
stockholders granted the Board of Directors authority to abandon any decision to
liquidate without further stockholder action if it determines the liquidation is
not in the best interests of the Company or our stockholders. The Board of
Directors decided it is in the best interest of the Company and its stockholders
to not liquidate.
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 of America for interim financial statements and with the rules and
regulations under Regulation S-X of the Securities and Exchange Commission for
Form 10-Q. Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America 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 March 31, 2009 and
results of operations and cash flows for the three 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-K for the year ended December
31, 2008. Interim results are not necessarily indicative of the results for a
full year.
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 of America 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
In December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141R, "Business Combinations" ("SFAS 141R"), which replaces SFAS No. 141,
"Business Combinations." SFAS 141R establishes principles and requirements for
determining how an enterprise recognizes and measures the fair value of certain
assets and liabilities acquired in a business combination, including
non-controlling interests, contingent consideration, and certain acquired
contingencies. SFAS 141R also requires acquisition-related transaction expenses
and restructuring costs be expensed as incurred rather than capitalized as a
6
component of the business combination. SFAS 141R will be applicable
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. SFAS 141R would have an impact on accounting for any
businesses acquired after the effective date of this pronouncement.
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary (previously referred to as minority interests). SFAS
160 also requires that a retained non-controlling interest upon the
deconsolidation of a subsidiary be initially measured at its fair value. Upon
adoption of SFAS 160, the Company would be required to report any
non-controlling interests as a separate component of stockholders' equity. The
Company would also be required to present any net income allocable to
non-controlling interests and net income attributable to stockholders of the
Company separately in its consolidated statements of income. SFAS 160 is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. SFAS 160 requires retroactive adoption
of the presentation and disclosure requirements for existing minority interests.
All other requirements of SFAS 160 shall be applied prospectively. SFAS 160
would have an impact on the presentation and disclosure of the non-controlling
interests of any non wholly-owned businesses acquired in the future. The Company
does not currently expect the adoption of SFAS 160 to have a material effect on
its results of operations and financial condition.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative and
Hedging Activities." SFAS 161 amends and expands the disclosure requirements
related to derivative instruments and hedging activities. SFAS 161 requires
qualitative disclosures about credit-risk-related contingent features in
derivative agreements. The provisions of SFAS 161 are effective for fiscal years
beginning after December 15, 2008. The Company does not currently expect the
adoption of SFAS 161 to have a material effect on its results of operations and
financial condition.
In April 2009, the FASB issued Staff Position ("FSP FAS") No. 115-2,
"Recognition and Presentation of Other-Than-Temporary Impairments." The
provisions of FSP FAS No. 115-2 are effective for interim and fiscal years
ending after June 15, 2009, early adoption is permitted for periods ending after
March 15, 2009. The Company does not currently expect the adoption of FSP FAS
No. 115-2 to have a material effect on its results of operations and financial
condition.
In April 2009, the FASB issued FSP FAS No. 157-4. "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That are Not Orderly." The provisions of
FSP FAS No. 157-4 are effective for interim and fiscal years ending after June
15, 2009, early adoption is permitted for periods ending after March 15, 2009.
The Company does not currently expect the adoption of FSP FAS No. 157-4 to have
a material effect on its results of operations and financial condition.
Management does not believe that any other recently issued, but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying financial statements.
3. Income (Loss) Per Share
Basic income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the period.
Diluted net income (loss) per share is computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding during the
period plus dilutive common stock equivalents, using the treasury stock method.
7
Convertible preferred stock of 660,769 and 650,363 shares would have been
dilutive if the Company did not have a net loss for the three-month periods
ended March 31, 2009 and 2008, respectively.
A warrant for 30,000 shares and stock options of 160,000 and 63,050 were
excluded from the calculation of loss per share for the three month periods
ended March 31, 2009 and 2008, respectively, because their effect was
anti-dilutive.
4. Investment in Available-for-Sale Securities
The following is a summary of the Company's investment in available-for-sale
securities as of March 31, 2009:
Unrealized Unrealized
Cost Gains Losses Fair Value
--------- --------- --------- ----------
U.S. federal agency securities
$ 608,168 $ 1,428 $ (547) $ 609,048
Corporate securities 263,783 425 (1,866) 262,342
--------- --------- --------- ---------
Total $ 871,951 $ 1,853 $ (2,413) $ 871,390
========= ========= ========= =========
The cost and fair value of investment in available-for-sale debt securities, by
contractual maturity, as of March 31, 2009, are as follows:
Fair
Cost Value
-------- --------
Due within one year $ 55,807 $ 55,998
Due after one year through three years 740,456 740,516
Due after three years 75,688 74,877
-------- --------
$871,951 $871,390
======== ========
Expected maturities will differ from contractual maturities because the issuers
of certain debt securities have the right to call or prepay their obligations
without any penalties. The Company intends to be opportunistic with the purchase
and sale of its debt securities and expects all the securities to be sold or
called during the twelve-months ended March 31, 2010. Therefore, the Company has
classified the entire fair value of its investment in available-for-sale debt
securities as current assets in the accompanying balance sheets.
5. Common Stock
On April 25, 2008, the Company sold an aggregate of 2,896,394 shares of common
stock at $0.6042 per share, for an aggregate purchase price of $1,750,000. The
Company incurred $58,258 of expenses in connection with the offering. Certain of
the investors are affiliated with the Company's advisory services firm that is
currently providing investment banking services.
8
6. Convertible Preferred Stock
The Company's Certificates of Incorporation authorized 1,000,000 shares of
undesignated, serial preferred stock. Preferred stock may be issued from time to
time in one or more series. The Board of Directors is authorized to determine
the rights, preferences, privileges, and restrictions granted to and imposed
upon any wholly unissued series of preferred stock and designation of any such
series without any further vote or action by the Company's stockholders.
As of March 31, 2009 and December 31, 2008, the Company's only outstanding
series of convertible preferred stock is the Series G Convertible Preferred
Stock ("Series G").
The Series G stock has a stated value of $1,000 per share, and is convertible
into common stock at conversion price equal to 85% of the lowest sale price of
the common stock on its listed market over the five trading days preceding the
date of conversion ("Beneficial Conversion Feature"), subject to a maximum
conversion price. The number of shares of common stock that may be converted is
determined by dividing the stated value of the number of shares of convertible
preferred stock to be converted by the conversion price. The Company may elect
to pay the Series G holder in cash at the current market price multiplied by the
number of shares issuable upon conversion.
The value that had been assigned to the Beneficial Conversion feature of the
Series G was based on the difference between the maximum conversion price and
quoted market price of the common stock on the date that the Series G was sold
(the "Discount"). The Discount was accreted using the straight-line method over
the conversion period. The Series G does not entitle holders to dividends or
voting rights, unless required by law.
For the three months ended March 31, 2009 and the year ended December 31, 2008,
no shares of Series G were converted into shares of common stock. At March 31,
2009 and December 31, 2008, the outstanding Series G shares could have been
converted into a minimum of 660,769 and 707,966 shares of common stock,
respectively.
Upon a change in control, sale of or similar transaction, as defined, each
holder of the Series G has the option to deem such transaction as a liquidation
and may redeem their shares at the liquidation value of $1,000, per share, for
an aggregate amount of $168,496. As such redemption is not in control of the
Company, the Series G preferred stock has been accounted for as if they were
redeemable preferred stock and are classified on the balance sheet between
liabilities and stockholders' equity.
7. Stock-based compensation
The Company currently has a stock option plan to attract, motivate and retain
selected officers, employees, directors and consultants under which incentive or
non-incentive options may be granted, generally for a term of ten years from the
date of grant. Exercise prices of incentive stock options may not be less than
100% and exercise prices of non-statutory stock options may not be less than 85%
of the fair market value of the common stock on the date of the grant. For
persons owning 10% or greater of the voting power of all classes of the
Company's stock, the exercise price of the incentive or the non-qualified stock
options may not be less than 110% of the fair market value of the common stock
on the date of the grant. The plan is administered by the Company's board of
directors.
SFAS 123(R) requires entities to estimate the number of forfeitures expected to
occur and record expense based upon the number of awards expected to vest. Prior
to adoption of SFAS No. 123(R), the Company accounted for forfeitures as they
9
occurred, as permitted under SFAS No. 123. The cumulative effect of adopting the
method change of estimating forfeitures is not material to the Company's
financial statements for the three months ended March 31, 2009.
The 1998 Stock Option Plan (1998 Plan) was established to grant up to 85,000
non-qualified options through May 12, 2008 to employees and other individuals
providing services to the Company. Options under the 1998 Plan vest variably
from one year to four years from the date grant and must be exercised within 30
days of employee termination. As of March 31, 2009 the plan had expired
therefore, no options were available for future grant.
The 2000 Stock Award Plan (2000 Plan) was established to grant up to 100,000
incentive options through December 11, 2010 to employees, excluding officers and
directors, and other individuals providing services to the Company. Options
under the 2000 Plan vest variably from one year to four years from the date
grant and must be exercised within three months of employee termination. As of
March 31, 2009 and December 31, 2008, the 2000 plan had 98,046 options available
for future grant.
Under both plans, exercised, forfeited/expired or cancelled shares may be
reissued.
Options outstanding or options forfeited/expired may be from expired plans. For
the three months ended March 31, 2009, option activity was as follows:
Remaining
Weighted-Average Contractual Aggregate Fair
Shares Exercise Price Term Value
------ -------------- ---- -----
Outstanding at beginning of period 161,000 $ 0.97
Granted -- $ --
Expired and forfeited 1,000 $ 36.25
Exercised -- $ --
--------------------------------------------------------
Outstanding at end of period 160,000 $ 0.75 3.90 $43,335
Exercisable at March 31, 2009 60,000 $ 1.35 1.18 $13,215
The Company expects options un-vested at March 31, 2009 for 100,000 shares of
common stock will vest during the year ended December 31, 2009.
For the three month periods ended March 31, 2009 and 2008, the Company recorded
stock-based compensation expense, related to its stock options, of $7,530 and
$3,304 respectively, which is included in general and administrative expenses.
The Company's stock options have no intrinsic value as of March 31, 2009.
As of March 31, 2009 a summary of options outstanding under the plans was as
follows:
Weighted-Average Number Number
Range of Remaining Contractual Outstanding at Weighted-Average Exercisable at Weighted-Average
Exercise Price Life (Years) 3/31/09 Exercise Price 3/31/09 Exercise Price
- -------------- ------------ ------- -------------- ------- --------------
0.00-9.99 4.0 158,000 $0.36 58,000 $0.34
10.00-30.99 0.8 1,500 29.17 1,500 29.17
31.00-37.00 0.3 500 35.63 500 35.63
--- --- ----- ---- -----
3.9 160,000 $0.75 60,000 $1.35
=== ======= ===== ====== =====
10
The following is a summary of the status of the Company's non-vested shares as
of March 31, 2009, and changes during the three month period ended March 31,
2009:
Weighted-Average
Grant-Date
Non-vested Shares Shares Fair Value
- -----------------------------------------------------------------------
Non-vested at beginning of period 100,000 $0.30
Granted -- --
Expired and Forfeited -- --
Vested -- --
- -----------------------------------------------------------------------
Non-vested at end of period 100,000 $0.30
Stock-based compensation expense of $11,295 net of sublease subsidy payments
will be recognized for non-vested options at Net March 31, 2009 during the
remainder of the Lease year ended December 31, 2009.
During 2008, the Company agreed to compensate two of its directors with common
stock in lieu of cash compensation. The number of shares was to be determined
based upon the equivalent cash compensation accrued divided by the closing stock
price on March 31, 2009. The closing stock price on March 31, 2009 was $0.39
resulting in compensation of 68,480 shares to each of the two directors. The
shares are to be issued on or about June 1, 2009. The Company recorded
stock-based compensation related to this common stock of $12,500 for the
three-month period ended March 31, 2009.
8. 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 under recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.
Federal and state income tax returns for the years ended December 31, 2007, 2006
and 2005 are subject to review by the taxing authorities.
The Company's policy is to classify assessments, if any, for tax related
interest as interest expenses and penalties as general and administrative
expenses.
The Company has evaluated and concluded that there are no uncertain tax
positions requiring recognition in the Company's financial statements.
11
9. Related Party Transactions
In July, 2008, the Company retained an accounting firm in which an officer and
director is a partner to perform accounting and administrative services. During
the three months ended March 31, 2009, the Company paid this firm $6,000.
The Company entered into an Investment Banking Advisory Services agreement in
November, 2007. The Company extended this agreement in April 2009 (See Note 12).
The Company advanced $25,000 to the Investment Banking firm in December 2007 for
its expenses. The Company recorded $15,122 as general and administrative expense
for the three months ended March 31, 2009 for legal expenses presented against
this advance. The remaining $9,878 is recorded as an other current asset on the
Company's Balance Sheet at March 31, 2009. This amount was repaid to the Company
in April 2009. There have been no other payments or fees earned as a result of
this agreement. The Company also has a money market account with this financial
institution, invested in short-term federal securities, with a balance of
$3,128,747 at March 31, 2009. The Chief Executive Officer and director of the
Company is the Chief Executive Officer and director of the Investment Banking
firm. Another officer and director of the Company is a managing director of the
same Investment Banking firm.
10. Fair Value Measurement
The Company has recorded a deferred rent liability in accordance with SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities", ("SFAS
146") and SFAS No. 157, "Fair Value Measurements", ("SFAS 157"). The change in
fair value of the deferred rent liability during the three months ended March
31, 2009, was $5,500 resulting in a liability of $40,064. The amount of the
liability was calculated based on the net present value technique using an
interest rate of 4.58%. The interest rate is based upon the three-year
Treasury-Bill rate as of July 2007.
11. Commitments and Contingencies
Lease
As of March 31, 2009, the Company was committed for future minimum rent under
the lease for its former manufacturing, warehouse and administrative space, net
of sublease income, plus subsidy payments by the Company to the sublessor,
through December 31, 2010. The present value of the future minimum rent under
the lease, net of sublease income, was charged to general and administrative
expenses in connection with the Company's continuing operations. The minimum
payments are as follows:
Sublease
net of sublease
subsidy
Lease payments Net
-------- -------- --------
April 1 through December 31, 2009 $ 71,550 $ 53,550 $ 18,000
2010 97,875 73,875 24,000
-------- -------- --------
$169,425 $127,425 $ 42,000
======== ======== ========
12
Other
The Company is subject to claims arising in the ordinary course of business. On
January 8, 2009, a complaint was filed in Superior Court of California, County
of Sacramento in which the Company was named as a co-defendant in a matter
involving an automobile accident. The plaintiffs are seeking damages for pain &
suffering, emotional distress, past and future medical expenses and past and
future loss of earnings totaling approximately $30,000,000. The Company has not
recorded any amount as a liability on its balance sheet at March 31, 2009 for
this claim. The Company believes the demands are totally without merit and
intends to vigorously defend the complaint. There are 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
operations or cash flows.
12. Subsequent Event
On April 15, 2009, the Company extended its November 28, 2007 agreement
indefinitely, as modified by the September 12, 2008 amendment, with an advisory
services firm to provide investment banking services. Certain officers and
directors are affiliated with the Investment Banking firm. The agreement as
modified may be terminated by either party upon 30-days written notice.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
The discussion in this Quarterly Report on Form 10-Q 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, projections and certain assumptions
made by the Company's management. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," "could," "would," "may,"
"on target," "envisions," 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-K, Quarterly Reports on Form 10-Q 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-Q 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-K for the fiscal year ended December 31, 2008 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.
13
After the sale of substantially all of our assets on June 28, 2007, the Company
became inactive. The Company has no employees and all services are provided by
contracted personnel.
Our operations are limited to raising additional funds to be used to maintain
our public company status and for a business combination if a suitable candidate
is located. Our stockholders approved the future liquidation of the Company if
we were unable to complete an acquisition or similar transaction by June 28,
2008. Our stockholders also granted the Board of Directors authority to abandon
any decision to liquidate without further stockholder action if it determines
the liquidation is not in the best interests of the Company or our stockholders.
The Board of Directors has decided it is in the best interest of the Company and
its stockholders to not liquidate.
For the three months ended March 31, 2009, our general and administrative
expenses consisted primarily of our continuing expenses to maintain our public
company status, the cost to maintain a lease agreement for the facility we used
while we were an operating company offset by a sublease for the same space. We
retained the lease obligation as part of the sale of substantially of our
assets. The sublease agreement provides for the sublessee to pay our lessor each
month for the rent owed by us under our lease through December 31, 2010, the
duration of the lease term. As an incentive to agree to the sublease, we have
agreed to pay the sublessor $2,000 each month our rent is paid.
Results of Operations
Three Months Ended March 31, 2009 and 2008
For the three months ended March 31, 2009 and 2008 we had a net loss of $125,098
and $141,846, respectively. General and administrative expenses were $133,420
and $159,587 for the three months ended March 31, 2009 and 2008, respectively.
Legal fees decreased by approximately $25,000 from the three months ended March
31, 2008 to March 31, 2009 due to an effort to control our costs. Net interest
income was $9,737 and $18,141 for the three months ended March 31, 2009 and
2008, respectively. The decrease of approximately $8,000 was due to a general
decline in interest rates and less funds in interest-bearing cash and
securities.
Liquidity and Capital Resources
We believe our current cash position is adequate to carry out our plan.
At March 31, 2009 and December 31, 2008, our "quick ratio" (cash divided by
current liabilities), a conservative liquidity measure designed to predict our
ability to pay bills, was 32.14 and 50.96, respectively.
We anticipate that we will incur operating losses from continuing operations in
the next twelve months, until we enter into a business combination or until our
liquidation.
Cash used in operating activities was $66,492 and $67,239 for the three months
ended March 31, 2009 and 2008, respectively. Cash used in operating activities
for the three months ended March 31, 2009 was due primarily to our net loss from
operations of $125,098 offset by adding back non-cash expenses of $20,030 a
decrease in other current assets of $13,247, an increase in accounts payable of
$21,394 and an increase in accrued liabilities of $10,265. Cash used in
operating activities for the three months ended March 31, 2008 was primarily due
to our net loss from operations of $141,846 and a decrease in income taxes
payable of $30,000 offset by an increase in accrued liabilities of $79,033 and
decrease in other current assets of $19,250.
14
Cash provided by investing activities for the three months ended March 31, 2009
of $240,854 was from the sale of available-for-sale securities of $785,000
offset by the purchase of available-for-sale securities of $544,146.
Cash used in financing activities for the three month period ended March 31,
2008 was $38,046 and was due to an increase in deferred offering cost related to
the April 2008 sale of common stock.
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 Company's discussion and analysis of the financial condition and results of
operations are based upon the Company's unaudited financial statements included
elsewhere in this Form 10-Q and has been prepared in accordance with accounting
principles generally accepted in the United States of America as disclosed in
our annual financial statements in our Form 10-K for the year ended December 31,
2008. Interim results are not necessarily indicative of the results for a full
year.
Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position,
operating results or cash flows due to changes in U.S. interest rates. Our
exposure to market risk is confined to our cash and available-for-sale
investments that we expect to hold less than one year. The goals of our cash
investment policy are the security of the principal invested and fulfillment of
liquidity needs. We currently do not hedge interest rate exposure. Because of
the short-term nature of our investments, we do not believe that an increase in
market rates would have any material negative impact on the value of our
investment portfolio.
As of March 31, 2009, we held $3,496,720 in money market, savings and checking
accounts at three financial institutions. The Company has a checking account and
savings accounts at one major banking institution with combined balances of
$325,974 at March 31, 2009. The Company has a savings account in another major
banking institution with a balance of $42,000 at March 31, 2009. These accounts
are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to
$250,000 per institution. The Company has a money market account in a brokerage
account with a third financial institution, invested in fixed-income securities,
with a balance of $3,128,746 at March 31, 2009. The funds in the money market at
this institution are guaranteed by the Securities Investor Protection
Corporation (SIPC) up to $500,000. The Company had total uninsured funds at
March 31, 2009 of $2,704,719.
Item 4T. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
15
Our management has established and maintains a system of disclosure controls and
procedures designed to provide reasonable assurance that information required to
be disclosed by us in the reports filed or submitted by us under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and include controls and procedures designed to provide reasonable
assurance that information required to be disclosed by us in those reports is
accumulated and communicated to our management, including our Chief Executive
Officer and our Chief Financial Officer (our principal executive officer and
principal financial officer, respectively), as appropriate to allow timely
decisions regarding required disclosure. As of March 31, 2009, our management,
including our Chief Executive Officer and our Chief Financial Officer, conducted
an evaluation of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective to provide reasonable
assurance that the information required to be disclosed by us in the reports we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
All disclosure control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.
(b) Changes in Internal Controls
There were no changes in internal control during the three-month period ended
March 31, 2009. Management has not identified any matters that constitute
material weaknesses (as defined under the Public Company Accounting Oversight
Board Auditing Standard) in our internal controls over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
On January 8, 2009, a complaint was filed in Superior Court of California,
County of Sacramento in which the Company was named as a co-defendant in a
matter involving an automobile accident. The plaintiffs are seeking damages for
pain & suffering, emotional distress, past and future medical expenses and past
and future loss of earnings totaling approximately $30,000,000. The Company
believes the demands are totally without merit and intends to vigorously defend
the complaint. To the best of the Company's knowledge, there are no other
proceedings or litigation currently threatened or proceeding against us or
threatening us.
From time to time, the Company may be party to other claims and litigation
arising in the ordinary course of business. The Company does not believe that
any adverse final outcome of any of these matters, whether or not covered by
insurance, would have a material adverse effect on the Company.
Item 6. Exhibits
Pursuant to the rules and regulations of the SEC, we have filed certain
agreements as exhibits to this Quarterly Report on Form 10-Q. These agreements
may contain representations and warranties by the parties. These representations
and warranties have been made solely for the benefit of the other party or
parties to such agreements and (i) may have been qualified by such disclosures
made to such other party or parties, (ii) were made only as of the date of such
16
agreements or such other date(s) as may be specified in such agreements and are
subject to more recent developments, which may not be fully reflected in our
public disclosure, (iii) may reflect the allocation risk among the parties to
such agreements and (iv) may apply materiality standards different from what may
be viewed as material to investors. Accordingly, these representations and
warranties may not describe our actual state of affairs at the date hereof and
should not be relied upon.
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation (1)
3.2 By-laws (1)
31.1 Certification Pursuant to Exchange Act Rule 13a-14(a) of
Christopher A. Marlett *
31.2 Certification Pursuant to Exchange Act Rule 13a-14(a) of Michael
J. Tomczak *
32.1 Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act
of 2002 of Christopher A. Marlett *
32.2 Certification Pursuant to Section 1350 of the Sarbanes-Oxley Act
of 2002 of Michael J. Tomczak *
(1) Incorporated by reference to Form SB-2 filed on July 30, 1996
* Filed herewith
17
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
INTEGRATED SURGICAL SYSTEMS, INC.
By: /s/ Michael J. Tomczak
-------------------------------
Michael J. Tomczak, Chief Financial Officer
Dated: May 14, 2009
18
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher A. Marlett, Chief Executive Officer of Integrated Surgical
Systems, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter
ended March 31, 2009 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 Quarterly 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
Quarterly 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, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during
the period in which this Quarterly 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 Quarterly Report,
my conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
Quarterly Report based on such evaluation; and
(d) Disclosed in this Quarterly Report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting.
5. The registrant's other certifying officer(s) 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 (or persons performing the equivalent
functions);
(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.
Dated: May 14, 2009 By: /s/ Christopher A. Marlett
---------------------------------
Christopher A. Marlett
Chief Executive Officer
19
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Tomczak, Chief Financial Officer of Integrated Surgical
Systems, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter
ended March 31, 2009 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 Quarterly 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
Quarterly 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, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during
the period in which this Quarterly 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 Quarterly Report my
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
Quarterly Report based on such evaluation; and
(d) Disclosed in this Quarterly Report any change in the
registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting.
5. The registrant's other certifying officer(s) 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 (or persons performing the equivalent
functions);
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.
Dated: May 14, 2009 By: /s/ Michael J. Tomczak
-------------------------------
Michael J. Tomczak
Chief Financial Officer
20
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Christopher A. Marlett, Chief Executive Officer of Integrated Surgical
Systems, Inc. (the "Company"), hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
1. The Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 2009, which this certification accompanies (the "Periodic
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 Periodic Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: May 14, 2009 /s/ Christopher A. Marlett
----------------------------
Christopher A. Marlett
Chief Executive Officer
21
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Tomczak, Chief Financial Officer of Integrated Surgical Systems,
Inc. (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 2009, which this certification accompanies (the "Periodic
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 Periodic Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: May 14, 2009 /s/ Michael J. Tomczak
------------------------
Michael J. Tomczak
Chief Financial Officer
22