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 June 30, 2012
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number: 0-21419
Tiger X Medical, Inc.
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10900 Wilshire Blvd, Suite #1500
Los Angeles, CA 90024
(310) 987-7345
N/A
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 ¨
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Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 10, 2012, 230,293,141 shares of the issuer's common stock, par value of $0.001 per share, were outstanding.
TIGER X MEDICAL, INC.
Table of Contents Page PART I — FINANCIAL INFORMATION 1 Item 1. 1 1 2 3 4 Item 2. 8 Item 3. 12 Item 4. 13 PART II — OTHER INFORMATION 13 Item 1. 13 Item 2. 13 Item 3. 13 Item 4. 13 Item 5. 13 Item 6. 14 15 Exhibit Index i
PART I — FINANCIAL INFORMATION ITEM 1 — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TIGER X MEDICAL, INC.
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
TIGER X MEDICAL, INC.
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
TIGER X MEDICAL, INC. NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Tiger X Medical, Inc. ("Tiger X" or the "Company"), formerly known as Cardo Medical, Inc., previously operated as an
orthopedic medical device company specializing in designing, developing and marketing high performance reconstructive joint devices
and spinal surgical devices. As discussed below in the discontinued operations section, we sold our Reconstructive and Spine Divisions during the quarter
ended June 30, 2011. Our continuing operations include the collection and management of our royalty income earned in connection
with the Asset Purchase Agreement with Arthrex, as well as continuing to promote our former products sold to Arthrex and seek a
joint venture partner or buyer for the remaining intellectual property owned by the Company.
The Company will also be evaluating future investment opportunities and uses for its cash. Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2011, which has been derived from the
Company's audited financial statements as of that date, and the unaudited condensed consolidated financial information of the
Company as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011, has been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the
instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all
adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and
cash flows for such periods. Operating results for the interim period ended June 30, 2012 are not necessarily indicative of the results
that may be expected for the entire year. Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted
accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC").
These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes
included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 29, 2012. Principles of Consolidation The condensed consolidated financial statements include the accounts of Tiger X Medical, Inc., Accelerated Innovation,
Inc. ("Accelerated"), Uni-Knee LLC ("Uni") and Cervical Xpand LLC ("Cervical"). All significant intercompany transactions have been
eliminated in consolidation. Discontinued Operations On October 7, 2010, the Company's management and Board of Directors decided to put substantially all of its assets up
for sale. The assets determined to be held for sale were inventories, intellectual properties, and property and equipment of its
reconstructive products line (the "Reconstructive Division") and spine products line (the "Spine Division"). The Company decided to put
the assets of its Reconstructive and Spine Divisions up for sale primarily because it did not have sufficient working capital, and was not
able to procure such financial resources through equity or debt financing, in order to fully execute a profitable sales strategy. 4
On January 24, 2011, the Company entered into an Asset Purchase Agreement with Arthrex, Inc. ("Arthrex") (the agreement being
the "Arthrex Asset Purchase Agreement"), pursuant to which the Company agreed to sell the assets of the Reconstructive Division to
Arthrex. The Arthrex Asset Purchase Agreement also provides for the Company to receive royalty payments equal to 5% of net sales of
the Company's products made by Arthrex on a quarterly basis for a term up to and including the 20th anniversary of the closing date.
During the three and six months ended June 30, 2012, the Company received total royalty payments of $17,000 and $28,000 from
Arthrex and reflected this payment as revenue on the accompanying condensed consolidated statements of operations. The Company completed the sale of the Reconstructive Division on June 10, 2011. The total cash consideration received by the
Company from Arthrex amounted to $14,586,000, which was comprised of $9,960,000 plus inventory with a value of $2,908,000 and
property and equipment with a value of $1,718,000. From this amount, $1,159,000 was deposited with an escrow agent to be held for
twelve months for any potential adjustments to the purchase price relating to future adjustments to the value of the inventory and
property and equipment and other unasserted claims. The total gain on the sale of the Reconstructive Division assets as of June 30,
2011 amounted to $10,527,000, which represents the excess of the cash consideration over the carrying amount of the assets sold of
$4,059,000. On April 4, 2011, the Company entered into and closed an Asset Purchase Agreement with Altus Partners, LLC, a Delaware limited
liability company ("Altus"), pursuant to which the Company sold substantially all of the assets of the Spine Division in exchange for cash
consideration of $3,000,000 (the "Altus Asset Purchase Agreement"). Pursuant to the terms of the Altus Asset Purchase Agreement,
$2,700,000 of the purchase price was paid at the closing and $300,000 was deposited into escrow with an escrow agent for a period of
90 days from the closing date (assuming there are no disputes) to be used for any adjustments to the closing value of the Company's
inventory and property and equipment. The total gain on the sale of the Spine Division assets as of June 30, 2011 amounted to
$2,286,000. The total gain associated with the above sales of the assets of the Reconstructive and Spine divisions amounted to $12,253,000,
which is presented net of the income tax expense effect of $560,000. Pursuant to the sale transaction with Arthrex, the total aggregate amount remaining in escrow accounts as of December 31, 2011
was $900,000, which is reflected as restricted cash on the accompanying condensed consolidated balance sheets. As of June 30,
2012, there were no amounts remaining in the escrow accounts relating to the sales transaction with Arthrex or Altus. Total sales associated with the discontinued Reconstructive and Spine Divisions reported as discontinued operations for the three
months ended June 30, 2012 and 2011, were $0 and $214,000, respectively. Total sales associated with the discontinued
Reconstructive and Spine Divisions reported as discontinued operations for the six months ended June 30, 2012 and 2011, were $0
and $761,000, respectively. The total pretax loss associated with the discontinued Reconstructive and Spine Divisions, including the
discontinued corporate support for those activities, reported as discontinued operations for the three months ended June 30, 2012 and
2011, were $0 and $1,170,000, respectively. The total pretax loss associated with the discontinued Reconstructive and Spine
Divisions, including the discontinued corporate support for those activities, reported as discontinued operations for the six months
ended June 30, 2012 and 2011, were $0 and $1,366,000, respectively. The continuing operations reflected are expenses associated
with business insurance, legal and accounting fees that the Company will continue to incur. Use of Estimates Financial statements prepared in accordance with U.S. GAAP require management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Among other things, management makes estimates relating to allowances for doubtful
accounts, share-based payments and deferred income tax assets. Given the short operating history of Tiger X, actual results could
differ from those estimates. 5
Revenue Recognition The Company's revenue consists of royalty revenue from the Arthrex Asset Purchase Agreement, which is recognized as
the amount becomes known and collectability is reasonably assured. Net Income (Loss) Per Share Basic net income (loss) per share is computed by using the weighted-average number of common shares outstanding during the
period. Diluted net income (loss) per share is computed giving effect to all dilutive potential common shares that were outstanding during the
period. Dilutive potential common shares consist of incremental common shares issuable upon exercise of stock options or warrants.
No dilutive potential common shares are included in the computation of any diluted per share amount when a loss from continuing
operations is reported by the Company because they are anti-dilutive. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The likelihood of realizing the tax benefits related to a potential deferred tax asset is evaluated, and a
valuation allowance is recognized to reduce that deferred tax asset if it is more likely than not that all or some portion of the deferred tax
asset will not be realized. Deferred tax assets and liabilities are calculated at the beginning and end of the year; the change in the sum
of the deferred tax asset, valuation allowance and deferred tax liability during the year generally is recognized as a deferred tax
expense or benefit. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that
includes the enactment date. The Company evaluates the accounting for uncertainty in income tax recognized in its financial statements and determines whether
it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of
the benefit is recorded in its financial statements. For those tax positions where it is "not more likely than not" that a tax benefit will be
sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not
accrued for any such uncertain tax positions as of June 30, 2012 (unaudited) or December 31, 2011. Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation due to the
treatment of discontinued operations. Concentration of Credit Risk The cash and cash equivalents held in the Company's business money market and escrow bank accounts are with local
and national banking institutions and subjected to current FDIC insurance limits of $250,000 per banking institution. As of June 30, 2012, the
Company bank balances in these bank accounts exceeded the insured amount by $12,582,000. Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a
material effect on its financial position, results of operations, or cash flows. 6
NOTE 2 — SHARE BASED PAYMENT On August 29, 2008, the Company issued options to certain employees and Board members to purchase membership units in
the Company. The options give the grantees the right to purchase up to 2,398,400 shares of the Company's common stock at an
exercise price of $0.23 per share. The options vest 20% each year over a five-year period and expire after ten years. The weighted
average grant date fair value of options granted was $0.13 per option. Stock option compensation recognized for the three months
ended June 30, 2012 and 2011 in the accompanying condensed consolidated statements of operations amounted to $2,000 and
$11,000, respectively. Stock option compensation recognized for the six months ended June 30, 2012 and 2011 in the accompanying
condensed consolidated statements of operations amounted to $4,000 and $22,000, respectively. As a result of the sale of substantially all of the Company's assets in the second quarter of 2011, other than the CEO, the Company
no longer has any employees. As a result, the only options expected to vest are those held by the Company's Board of Directors and
CEO. As a result, the estimated forfeiture rate has been adjusted to 75.6%. A summary of stock option activity as of June 30, 2012, and changes during the period then ended is presented below. Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at December 31, 2011 385,000 $ 0.23 6.67 $ - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding at June 30, 2012 (unaudited) 385,000 $ 0.23 6.17 $ - Vested and expected to vest at June 30, 2012 (unaudited) 385,000 $ 0.23 6.17 $ - Exercisable at June 30, 2012 (unaudited) 231,000 $ 0.23 6.17 $ - The Company had 575,613 warrants outstanding as of June 30, 2012 which entitle the holders to immediately
purchase one share of the Company's common stock at an exercise price of $0.44 per share. The warrants expire on November 13,
2014. NOTE 3 — STOCKHOLDERS' EQUITY Our authorized capital consists of 750,000,000 shares of common stock and 50,000,000 shares of preferred stock. Our
preferred stock may be designated into series pursuant to authority granted by our Certificate of Incorporation, and on approval from
our Board of Directors. As of June 30, 2012 and December 31, 2011, we did not have any preferred stock issued. 7
ITEM 2 — MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion and analysis of our financial condition and results of operations are based on our financial statements, which
we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of
these financial statements requires us 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, as well as the reported revenues and expenses
during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail
below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. As used in this "Management's Discussion and Analysis of Financial Condition and Results of Operation," except where the context
otherwise requires, the term "we," "us," "our" or "Tiger X" refers to the business of Tiger X Medical, Inc. The following discussion should be read together with the information contained in the unaudited condensed consolidated
financial statements and related notes included in Item 1, "Financial Statements," in this Form 10-Q. All dollar amounts are in
thousands unless otherwise specified. Overview Tiger X Medical, Inc. ("Tiger X" or the "Company"), formerly known as Cardo Medical, Inc., previously operated as an
orthopedic medical device company specializing in designing, developing and marketing high performance reconstructive joint devices
and spinal surgical devices. As discussed below, in January 2011 we entered into an asset purchase agreement to sell substantially all
of our assets in the Reconstructive Division to Arthrex. We completed the sale of the Reconstructive Division assets during the second
quarter of 2011. Additionally, we completed the sale of substantially all of the assets in the Spine Division in April 2011. Our continuing
operations include the collection and management of our royalty income earned in connection with the Asset Purchase Agreement with
Arthrex,
as well as continuing to promote our former products sold to Arthrex and seek a
joint venture partner or buyer for the remaining intellectual property owned by the Company.
The Company will also be evaluating future investment opportunities and uses for its cash. We are headquartered in Los Angeles, California. Our common stock is quoted on the National Association of Securities Dealers,
Inc.'s, Over-the-Counter Bulletin Board, or the OTC Bulletin Board with a trading symbol of CDOM.OB. Critical Accounting Policies Use of Estimates Financial statements prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP")
require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things,
management makes estimates relating to allowances for doubtful accounts, share-based payments, and deferred income tax assets.
Given the short operating history of Tiger X since discontinuing its operations, actual results could differ from those estimates. 8
Discontinued Operations On October 7, 2010, the Company's management and Board of Directors decided to put substantially all of its assets up
for sale. The assets determined to be held for sale were inventories, intellectual properties, and property and equipment of its
reconstructive products line (the "Reconstructive Division") and spine products line (the "Spine Division"). The Company decided to put
the assets of its Reconstructive and Spine Divisions up for sale primarily because it did not have sufficient working capital, and was not
able to procure such financial resources through equity or debt financing, in order to fully execute a profitable sales strategy. On January 24, 2011, the Company entered into an Asset Purchase Agreement with Arthrex, Inc. ("Arthrex") (the agreement being
the "Arthrex Asset Purchase Agreement"), pursuant to which the Company agreed to sell the assets of the Reconstructive Division to
Arthrex. The Arthrex Asset Purchase Agreement also provides for the Company to receive royalty payments equal to 5% of net sales of
the Company's products made by Arthrex on a quarterly basis for a term up to and including the 20th anniversary of the closing date.
During the three and six months ended June 30, 2012, the Company received total royalty payments of $17,000 and $28,000 from
Arthrex and reflected this payment as revenue on the accompanying condensed consolidated statements of operations. The Company completed the sale of the Reconstructive Division on June 10, 2011. The total cash consideration received by the
Company from Arthrex amounted to $14,586,000, which was comprised of $9,960,000 plus inventory with a value of $2,908,000 and
property and equipment with a value of $1,718,000. From this amount, $1,159,000 was deposited with an escrow agent to be held for
twelve months for any potential adjustments to the purchase price relating to future adjustments to the value of the inventory and
property and equipment and other unasserted claims. The total gain on the sale of the Reconstructive Division assets as of June 30,
2011 amounted to $10,527,000, which represents the excess of the cash consideration over the carrying amount of the assets sold of
$4,059,000. On April 4, 2011, the Company entered into and closed an Asset Purchase Agreement with Altus Partners, LLC, a Delaware limited
liability company ("Altus"), pursuant to which the Company sold substantially all of the assets of the Spine Division in exchange for cash
consideration of $3,000,000 (the "Altus Asset Purchase Agreement"). Pursuant to the terms of the Altus Asset Purchase Agreement,
$2,700,000 of the purchase price was paid at the closing and $300,000 was deposited into escrow with an escrow agent for a period of
90 days from the closing date (assuming there are no disputes) to be used for any adjustments to the closing value of the Company's
inventory and property and equipment. The total gain on the sale of the Spine Division assets as of June 30, 2011 amounted to
$2,286,000. The total gain associated with the above sales of the assets of the Reconstructive and Spine divisions amounted to $12,253,000,
which is presented net of the income tax expense effect of $560,000. Pursuant to the sale transaction with Arthrex, the total aggregate amount remaining in escrow accounts as of December 31, 2011
was $900,000, which is reflected as restricted cash on the accompanying condensed consolidated balance sheets. As of June 30,
2012, there were no amounts remaining in the escrow accounts relating to the sales transaction with Arthrex or Altus. Total sales associated with the discontinued Reconstructive and Spine Divisions reported as discontinued operations for the three
months ended June 30, 2012 and 2011, were $0 and $214,000, respectively. Total sales associated with the discontinued
Reconstructive and Spine Divisions reported as discontinued operations for the six months ended June 30, 2012 and 2011, were $0
and $761,000, respectively. The total pretax loss associated with the discontinued Reconstructive and Spine Divisions, including the
discontinued corporate support for those activities, reported as discontinued operations for the three months ended June 30, 2012 and
2011, were $0 and $1,170,000, respectively. The total pretax loss associated with the discontinued Reconstructive and Spine
Divisions, including the discontinued corporate support for those activities, reported as discontinued operations for the six months
ended June 30, 2012 and 2011, were $0 and $1,366,000, respectively. The continuing operations reflected are expenses associated
with business insurance, legal and accounting fees that the Company will continue to incur. 9
Revenue Recognition The Company's revenue consists of royalty revenue from the Arthrex Asset Purchase Agreement, which is recognized as
the amount becomes known and collectability is reasonably assured. Recent Accounting Updates There are no recently issued accounting updates that we have yet to adopt that are expected to have a material effect on
our financial position, results of operations, or cash flows. Results of Operations for the Three Months Ended June 30, 2012 as Compared to the Three Months Ended June 30, 2011. The following is a comparison of the consolidated results of operations for Tiger X for the three months ended June 30, 2012
and 2011. As discussed above, our Reconstructive Division and Spine Division were discontinued during 2011. Revenues Revenues from continuing operations amounted to $17,000 for the quarter ended June 30, 2012 compared with $0 for the
same period in 2011. Revenues from continuing operations represented royalties received from Arthrex in connection with the Arthrex
Asset Purchase Agreement. In the future, we expect our primary source of revenue to be royalty payments under the Arthrex Asset
Purchase Agreement. General and Administrative Expenses General and administrative expenses for the quarter ended June 30, 2012 decreased by $100,000 as compared to the
same period in 2011. General and administrative expenses represent our continuing operating expenses associated with remaining a
public company, including business insurance expense and professional fees such as legal, accounting and audit services. The primary
reason for the decrease in 2012 relates to higher legal and professional fees incurred in 2011 relating to the sale of our Reconstruction
and Spine Divisions. In the future, we expect our general and administrative expenses to remain at a reduced level. 10
Interest Income/(Expense) During the quarter ended June 30, 2012, we had interest income of $3,000, as compared to $2,000 in 2011. We had no
interest expense during the quarters ended June 30, 2012 or 2011, as there was no debt outstanding during this timeframe. Results of Operations for the Six Months Ended June 30, 2012 as Compared to the Six Months Ended June 30, 2011. The following is a comparison of the consolidated results of operations for Tiger X for the six months ended June 30, 2012 and
2011. As discussed above, our Reconstructive Division and Spine Division were discontinued during 2011. Revenues Revenues from continuing operations amounted to $28,000 for the six months ended June 30, 2012 compared with $0 for
the same period in 2011. Revenues from continuing operations represented royalties received from Arthrex in connection with the
Arthrex Asset Purchase Agreement. In the future, we expect our primary source of revenue to be royalty payments under the Arthrex
Asset Purchase Agreement. General and Administrative Expenses General and administrative expenses for the six months ended June 30, 2012 decreased by $132,000 as compared to the
same period in 2011. General and administrative expenses represent our continuing operating expenses associated with remaining a
public company, including business insurance expense and professional fees such as legal, accounting and audit services. The primary
reason for the decrease in 2012 relates to higher legal and professional fees incurred in 2011 relating to the sale of our Reconstruction
and Spine Divisions. In the future, we expect our general and administrative expenses to remain at a reduced level. 11
Interest Income/(Expense) During the six months ended June 30, 2011, we had net interest expense of $24,000, which was primarily the result of
$500,000 in notes payable outstanding as of December 31, 2010 which were repaid in March 2011, offset by interest income of $2,000.
During the six months ended June 30, 2012, we had interest income of $6,000. We had no interest expense in 2012, as there was no
debt outstanding during this timeframe. Liquidity and Capital Resources Net cash used in operating activities was $694,000 for the six months ended June 30, 2012 compared to $2,365,000 for the
same period in 2011. Our overall operating costs were lower in 2012 due to our current operations being the collection and
management of our royalty income earned in connection with the Asset Purchase Agreement with Arthrex.
The Company will also be evaluating future investment opportunities and uses for its cash. As discussed above, during the quarter ended June 30, 2011, we sold substantially all of our assets relating to the Spine and
Reconstructive Divisions, which were discontinued during the fourth quarter of 2010. This resulted in net cash provided by investing
activities for the six months ended June 30, 2011 of $15,430,00, which included gross proceeds from the sale of the assets of
$17,026,000, less $1,459,000 of the funds placed in restricted cash escrow accounts, less purchases of equipment of $137,000.
During the six months ended June 30, 2012, we had cash provided by investing activities of $900,000, which represented a decrease in
restricted cash from the restrictions being removed on the cash held in escrow associated with the sale of the Reconstructive Division.
Net cash used in financing activities was $0 for the six months ended June 30, 2012 compared to $500,000 for the six months
ended June 30, 2011. The net cash used in 2011 consisted of $1,224,000 in short-term borrowings related to the sale of the
Reconstructive Division, offset by the repayment of these borrowings, as well as $500,000 in previously outstanding notes payable.
There was no cash provided by or used in financing activities during the six months ended June 30, 2012, as we have no further debt
outstanding. We believe our cash and cash equivalents as of June 30, 2012 are adequate to meet our cash needs for the next twelve months
and beyond. Forward-Looking Statements Some of the statements in this Quarterly Report on Form 10-Q are "forward-looking statements," as that term is defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "may,"
"will," "should," "anticipate," "estimate," "expect," "plan," "believe," "predict," "potential," "project," "target," "forecast," "intend," "assume,"
"guide," "seek" and similar expressions. Forward-looking statements do not relate strictly to historical or current matters. Rather,
forward-looking statements are predictive in nature and may depend upon or refer to future events, activities or conditions. Although we
believe that these statements are based upon reasonable assumptions, we cannot provide any assurances regarding future results. We
undertake no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks
and uncertainties. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated
in forward-looking statements. Information regarding our risk factors appears in Part I, Item 1A, "Risk Factors," in our Annual Report on
Form 10-K for the year ended December 31, 2011 filed on March 29, 2012. ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable for smaller reporting companies. 12
ITEM 4 — CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our principal executive officer and principal financial officer are responsible for establishing and maintaining disclosure controls
and procedures. We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our
reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the
Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal
executive officer and our interim principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation under the supervision and with the participation of our management, including our principal executive
officer and interim principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief
Executive Officer and interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of
June 30, 2012. The determination that our disclosure controls and procedures were not effective as of June 30, 2012 are a result of: Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting. PART II — OTHER INFORMATION We know of no material, existing or pending legal proceeding against our Company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered
or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3 — DEFAULTS UPON SENIOR SECURITIES None ITEM 4 — MINE SAFETY DISCLOSURES Not applicable None 13
The following exhibits are filed as part of, or incorporated by reference into this Report:
YES ¨
NO x
Financial Statements
Condensed Consolidated Balance Sheets at June 30, 2012 (Unaudited) and
December 31, 2011
Condensed Consolidated Statements of
Operations (Unaudited) — Three and Six Months Ended June 30, 2012 and 2011
Condensed Consolidated Statements of Cash
Flows (Unaudited) — Six Months Ended June 30, 2012 and 2011
Notes to Condensed Consolidated Financial
Statements (Unaudited)
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Quantitative and Qualitative Dosclosures About Market Risk
Controls and Procedures
Legal Proceedings
Exhibits
Signatures
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
June 30,
December 31,
2012
2011
(Unaudited)
Assets
Current assets
Cash and cash equivalents
$
12,884
$
12,678
Restricted cash
-
900
Accounts receivable, net of allowance for doubtful accounts of $250 and $278, respectively
24
67
Prepaid expenses and other current assets
32
89
Total assets
$
12,940
$
13,734
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued expenses
$
142
$
756
Total liabilities
142
756
Stockholders' equity
Common stock, $0.001 par value, 750,000,000 shares authorized,
230,293,141 issued and outstanding as of June 30, 2012 (unaudited)
and December 31, 2011
230
230
Additional paid-in capital
25,814
25,810
Note receivable from stockholder
(50)
(50)
Accumulated deficit
(13,196)
(13,012)
Total stockholders' equity
12,798
12,978
Total liabilities and stockholders' equity
$
12,940
$
13,734
Three Months Ended
Six Months Ended
June 30,
June 30,
2012
2011
2012
2011
Revenue
$
17
$
-
$
28
$
-
Cost of revenue
-
-
-
-
Gross profit
17
-
28
-
General and administrative expenses
149
249
218
350
Loss from operations
(132)
(249)
(190)
(350)
Interest income (expense), net
3
2
6
(22)
Loss from continuing operations before income tax provision
(129)
(247)
(184)
(372)
Provision for income taxes
-
-
-
-
Loss from continuing operations
(129)
(247)
(184)
(372)
Discontinued operations (Note 1)
Gain from sale of discontinued Reconstructive and Spine Divisions, net of income taxes
-
12,253
-
12,253
Loss from operations of discontinued Reconstructive and Spine Divisions, net of income taxes
-
(1,170)
-
(1,366)
Net income (loss)
$
(129)
$
10,836
$
(184)
$
10,515
Net income (loss) per share:
Basic and diluted
Continuing operations
$
-
$
-
$
-
$
-
Discontinued operations
$
-
$
0.05
$
-
$
0.05
Total
$
-
$
0.05
$
-
$
0.05
Weighted average shares outstanding:
Basic and diluted
230,293,141
230,293,141
230,293,141
230,293,141
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
2012
2011
Cash flows from operating activities
Net income (loss)
$
(184)
$
10,515
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on abandonment of property and equipment
-
44
Gain on sale of Reconstructive and Spine Divisions
-
(12,253)
Allowance for doubtful accounts
184
Stock option compensation
4
22
Changes in operating assets and liabilities:
Accounts receivable
43
(38)
Inventories
-
85
Due from Arthrex
-
(193)
Prepaid expenses and other current assets
57
64
Other assets
-
31
Accounts payable and accrued expenses
(614)
(826)
Net cash used in operating activities
(694)
(2,365)
Cash flows from investing activities
Purchases of property and equipment
-
(137)
Decrease (increase) in restricted cash
900
(1,459)
Proceeds from sale of Recontructive and Spine Divisions
-
17,026
Net cash provided by investing activities
900
15,430
Cash flows from financing activities
Proceeds from notes payable
-
1,224
Payments of notes payable
-
(1,724)
Net cash used in financing activities
-
(500)
Net change in cash and cash equivalents
206
12,565
Cash and cash equivalents, beginning of period
12,678
127
Cash and cash equivalents, end of period
$
12,884
$
12,692
Supplemental disclosure of cash flow information:
Interest paid
$
-
$
25
Income taxes paid
$
553
$
-
Notes to Condensed Consolidated Financial Statements
June 30, 2012
(Unaudited)
Three Months Ended
June 30,
2012
2011
$ Change
Revenue
$
17
$
-
$
17
Cost of revenue
-
-
-
Gross profit
17
-
17
General and administrative expenses
149
249
(100)
Loss from operations
(132)
(249)
117
Interest (expense) income, net
3
2
1
Loss from continuing operations before income tax provision
(129)
(247)
118
Provision for income taxes
-
-
-
Loss from continuing operations
(129)
(247)
118
Discontinued operations
Gain from sale of discontinued Reconstructive and Spine Divisions, net of income taxes
-
12,253
(12,253)
Loss from operations of discontinued Reconstructive and Spine Divisions, net of income taxes
-
(1,170)
1,170
Net income (loss)
$
(129)
$
10,836
$
(10,965)
Six Months Ended
June 30,
2012
2011
$ Change
Revenue
$
28
$
-
$
28
Cost of revenue
-
-
-
Gross profit
28
-
28
General and administrative expenses
218
350
(132)
Loss from operations
(190)
(350)
160
Interest (expense) income, net
6
(22)
28
Loss from continuing operations before income tax provision
(184)
(372)
188
Provision for income taxes
-
-
-
Loss from continuing operations
(184)
(372)
188
Discontinued operations
Gain from sale of discontinued Reconstructive and Spine Divisions, net of income taxes
-
12,253
(12,253)
Loss from operations of discontinued Reconstructive and Spine Divisions, net of income taxes
-
(1,366)
1,366
Net income (loss)
$
(184)
$
10,515
$
(10,699)
Exhibit |
Exhibit Title |
|
31.1 |
Certification of Chief Executive Officer of Tiger X Medical, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
|
31.2 |
Certification of Chief Financial Officer of Tiger X Medical, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
|
32.1 |
Certification of Chief Executive Officer of Tiger X Medical, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
|
32.2 |
Certification of Chief Financial Officer of Tiger X Medical, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
|
101.INS*** |
XBRL Instance Document |
|
101.SCH*** |
XBRL Taxonomy Extension Schema Document |
|
101.CAL*** |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF*** |
XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB*** |
XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE*** |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
* |
Filed herewith |
|
** |
Furnished herewith |
|
*** |
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise not subject to liability. |
14
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
TIGER X MEDICAL, INC. |
|
|
|
|
|
|
|
August 10, 2012 |
By: |
/s/ Andrew A. Brooks |
|
|
Andrew A. Brooks |
|
|
Chief Executive Officer and Interim Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
|
|
|
15
INDEX TO EXHIBITS
Exhibit |
Exhibit Title |
|
31.1 |
Certification of Chief Executive Officer of Tiger X Medical, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* PDF |
|
31.2 |
Certification of Interim Chief Financial Officer of Tiger X Medical, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* PDF |
|
32.1 |
Certification of Chief Executive Officer of Tiger X Medical, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** PDF |
|
32.2 |
Certification of Interim Chief Financial Officer of Tiger X Medical, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** PDF |
|
101.INS*** |
XBRL Instance Document |
|
101.SCH*** |
XBRL Taxonomy Extension Schema Document |
|
101.CAL*** |
XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF*** |
XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB*** |
XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE*** |
XBRL Taxonomy Extension Presentation Linkbase Document |
|
* |
Filed herewith |
|
** |
Furnished herewith |
|
*** |
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. |
Exhibit 31.1
CERTIFICATION
I, Andrew A. Brooks, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tiger X Medical, Inc.;
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 officer(s) 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 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 (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; and
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.
Date: August 10, 2012 |
/s/ Andrew A. Brooks Andrew A. Brooks Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Andrew A. Brooks, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tiger X Medical, Inc.;
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 officer(s) 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 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 (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; and
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.
Date: August 10, 2012 |
/s/ Andrew A. Brooks Andrew A. Brooks Interim Chief Financial Officer |
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
In connection with the Quarterly Report on Form 10-Q of Tiger X Medical, Inc. (the "Company") for the quarterly period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew A. Brooks, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 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/ Andrew A. Brooks Andrew A. Brooks Chief Executive Officer |
Date: August 10, 2012
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
In connection with the Quarterly Report on Form 10-Q of Tiger X Medical, Inc. (the "Company") for the quarterly period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew A. Brooks, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 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/ Andrew A. Brooks Andrew A. Brooks Interim Chief Financial Officer |
Date: August 10, 2012