SEC Comment Letter for Stereotaxis, Inc. (STXS) (CIK 0001289340) (STXS) — Oct 27, 2011
Stereotaxis, Inc. (STXS) (CIK 0001289340)
Date: Oct. 27, 2011 · CIK: 0001289340 · Accession: 0000000000-11-062881
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50884
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE October 27, 2011 Via Email Mr. Michael P. Kaminski Chief Executive Officer 4320 Forest Park Avenue, Suite 100 St. Louis, MO 63108 Re: Stereotaxis, Inc. Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 11, 2011 File No. 000-50884
Dear Mr. Kaminski:
We have reviewed your filings and have the following comments. We have limited our review to only your financial statements and re lated disclosures and do not intend to expand our review to other portions of your documents. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for the Year Ended December 31, 2010
Notes to Financial Statements, page 60 Note 2. Summary of Significan t Accounting Policies, page 60
-Revenue and Cost of Revenue, page 61
1. We note that you may enter into bill and hold arrangements with your customers by delivering systems to a non-hospital site at th e customer’s request. Please tell us and revise your future filings to explain in mo re detail the nature of your bill and hold arrangements with your customers and to e xplain how you meet the criteria outlined in
Mr. Michael P. Kaminski Stereotaxis, Inc. October 27, 2011 Page 2 SAB Topic 13A3(a) in order to recognize re venue when delivery has occurred to a non- hospital site. Within your discussion, please quantify the amount of revenue and related costs of sales whereby your customers have not taken delivery of their products but you have recognized revenue under bill and hold arrangements for each reporting period presented. Please provide us with a sa mple of your proposed disclosure. Note 6. Intangible Assets, page 66
2. We note your disclosures rela ted to the agreement to issue 450,000 shares of your common stock to a consultant in exchange for intellectual property rights. Please explain to us how you determined the fair value of the 200,000 shares that were issued upon execution of the agreement and how you determ ined that the remaining unissued shares meet the equity classification under Topi c 480 of the FASB Accounting Standards Codification. Note 8. Long-Term Debt and Credit Facilities, page 67
3. We note on page 69 that you have an arrangement with Biosense Webster Advance whereby you offset the outstanding royalties owed by Biosense Webster for outstanding royalty advances and deferred research and de velopment expenses and accrued interest. Please explain to us in more detail how you present this arrangement on your balance sheets as of December 31, 2010 and 2009. If you present these on a net basis, please explain to us in more detail how you meet th e right of offset requirements outlined in Topic 210-20 of the FASB Accoun ting Standards Codification. Note 15. Segment Information, page 77
4. Paragraph 280-10-50-41(a) of the FASB A ccounting Standards Codification requires separate disclosure of material revenues at tributed to an individual foreign country and the basis of attributing revenues from external customers to individu al countries. Please explain to us how your current presenta tion complies with that guidance.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
Mr. Michael P. Kaminski Stereotaxis, Inc. October 27, 2011 Page 3 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
You may contact Tara Harkin s, Staff Accountant, at (202) 551-3639 or Lynn Dicker, Reviewing Accountant, at (202) 551-3616 if you have questions re garding these comments. In this regard, do not hesitate to contact me at (202) 551-3643.
S i n c e r e l y , /s/ Lynn Dicker for Kevin L. Vaughn A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
October 27, 2011
Via Email
Mr. Michael P. Kaminski
Chief Executive Officer 4320 Forest Park Avenue, Suite 100 St. Louis, MO 63108
Re: Stereotaxis, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 11, 2011 File No. 000-50884
Dear Mr. Kaminski:
We have reviewed your filings and have the following comments. We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments. Form 10-K for the Year Ended December 31, 2010
Notes to Financial Statements, page 60
Note 2. Summary of Significan t Accounting Policies, page 60
-Revenue and Cost of Revenue, page 61
1. We note that you may enter into bill and hold arrangements with your customers by
delivering systems to a non-hospital site at th e customer’s request. Please tell us and
revise your future filings to explain in mo re detail the nature of your bill and hold
arrangements with your customers and to e xplain how you meet the criteria outlined in
Mr. Michael P. Kaminski
Stereotaxis, Inc. October 27, 2011 Page 2
SAB Topic 13A3(a) in order to recognize re venue when delivery has occurred to a non-
hospital site. Within your discussion, please quantify the amount of revenue and related
costs of sales whereby your customers have not taken delivery of their products but you
have recognized revenue under bill and hold arrangements for each reporting period
presented. Please provide us with a sa mple of your proposed disclosure.
Note 6. Intangible Assets, page 66
2. We note your disclosures rela ted to the agreement to issue 450,000 shares of your
common stock to a consultant in exchange for intellectual property rights. Please explain
to us how you determined the fair value of the 200,000 shares that were issued upon execution of the agreement and how you determ ined that the remaining unissued shares
meet the equity classification under Topi c 480 of the FASB Accounting Standards
Codification.
Note 8. Long-Term Debt and Credit Facilities, page 67
3. We note on page 69 that you have an arrangement with Biosense Webster Advance
whereby you offset the outstanding royalties owed by Biosense Webster for outstanding
royalty advances and deferred research and de velopment expenses and accrued interest.
Please explain to us in more detail how you present this arrangement on your balance
sheets as of December 31, 2010 and 2009. If you present these on a net basis, please
explain to us in more detail how you meet th e right of offset requirements outlined in
Topic 210-20 of the FASB Accoun ting Standards Codification.
Note 15. Segment Information, page 77
4. Paragraph 280-10-50-41(a) of the FASB A ccounting Standards Codification requires
separate disclosure of material revenues at tributed to an individual foreign country and
the basis of attributing revenues from external customers to individu al countries. Please
explain to us how your current presenta tion complies with that guidance.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
Mr. Michael P. Kaminski
Stereotaxis, Inc. October 27, 2011 Page 3
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
You may contact Tara Harkin s, Staff Accountant, at (202) 551-3639 or Lynn Dicker,
Reviewing Accountant, at (202) 551-3616 if you have questions re garding these comments. In
this regard, do not hesitate to contact me at (202) 551-3643.
S i n c e r e l y ,
/s/ Lynn Dicker for Kevin L. Vaughn A c c o u n t i n g B r a n c h C h i e f