SS Innovations International, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Introduction The Company is engaged in the business of developing, manufacturing, and selling a surgical robotic system under our proprietary brand “ SSi Mantra ,” together with allied accessories and a wide range of surgical instruments capable of supporting cardiac and a variety of other surgical procedures under our proprietary brand “SSi Mudra”. Having commenced commercial sales of our surgical robotic system in the second half of 2022, the year 2023 was our first full year of commercial sales and during the year 2024, we further consolidated our installed base of SSi Mantra in various parts of India and also expanded our presence in the global markets. Our financial performance is largely driven by increasing awareness of the benefits of robotically assisted surgery, reduced learning curves for robotic surgeons and the affordability and accessibility of surgical robotic technology. Our financial performance is also dependent on our obtaining regulatory approvals in various regulated markets where we have plans to sell our products. Robotically assisted surgeries are increasingly being recognized as an approved treatment modality from an insurance coverage perspective. Our manufacturing operations being based in India derive significant operating cost advantages in terms of availability of quality and cost-effective fabrication/3D printing solutions, electronic/electrical/mechanical components, outsourced services and skilled manpower. All these factors help us in having lower costs of production which eventually helps us make our surgical robotic system cost effective and relatively affordable. During the period ended March 31, 2025, we sold 8 surgical robotic systems. In addition, during the period ended March 31, 2025, we also installed 4 systems on a pay-per-use basis. Results of Operations Introduction The financial statements appearing elsewhere in this report have been prepared assuming that the Company will continue as a going concern. The Company is still in its initial years of revenue generation by way of the sale of its product and has not yet established consistent operational revenue cash flows to meet all its fixed operating costs and hence may continue to incur losses for some time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The following table provides selected balance sheet data for the Company as of: Balance Sheet Data March 31, 2025 December 31, 2024 Cash 15,873,217 466,500 Restricted cash** 6,205,571 6,157,035 Total Assets 63,456,961 42,385,213 Total Liabilities 22,902,671 28,928,110 Total liabilities and stockholders’ equity 63,456,961 42,385,213 ** Represents Fixed Deposits held by bank as security for bank facilities and certain performance guarantees. To date, the Company has mainly relied on debt and equity raised in private offerings to finance its operations. During 2025, the Company plans to raise additional capital through further private or public offerings. However, if we are unable to do so and if we experience a shortfall in operating capital, we could be faced with having to limit our expansion plans, research and development and marketing activities. For the three months ended March 31, 2025 March 31, 2024 Total Revenue 5,120,610 3,637,693 Cost of revenue (4,033,402 ) (2,909,511 ) Gross profit 1,087,208 728,182 Research & development expense 1,010,095 527,991 Stock compensation expense 2,379,212 7,108,750 Depreciation and amortization expense 208,882 80,101 Selling, general and administrative expense 3,410,872 2,843,659 Loss from operations (5,921,853 ) (9,832,319 ) Other income (expenses) 240,500 (9,434 ) Income tax expense - - Net loss (5,681,353 ) (9,841,753 ) 32 Three months ended March 31, 2025, as compared to three months ended March 31, 2024 Total Revenue. We had revenues of $5,120,610 (comprising $4,502,482 of system sales, $477,208 of instrument sales, $122,504 of warranty sales and lease income $18,416), for the three months ended March 31, 2025, compared to $3,637,693 (comprising $3,494,759 of system sales and $118,515 of instrument sales $9,407 of warranty sales and lease income $15,012) for the three months ended March 31, 2024. The increase in net total is primarily due to sale of increased 3 units of surgical robotic systems and instruments during the three months ended March 31, 2025, as compared to three months ended March 31, 2024. Gross profit. We had gross profit of $1,087,208 for the three months ended March 31, 2025, compared to $728,182 for the three months ended March 31, 2024. The increase in GP margin by 1.21% is due to reduction in raw material prices as compared to the period ended March 31, 2024. Research and development expense. Research and development expenses were $1,010,095 for the three months ended March 31, 2025, as compared to $527,991 for the three months ended March 31, 2024. Research and development expense primarily consists of salaries paid to engineers, amounting to $309,147 and $191,487 for the period ended March 31, 2025 and 2024, respectively. The increase in research and development expenses as compared to the previous period is in line with the Company’s continued focus on improving the design and technological capabilities of its SSi Mantra surgical robotic system and further expanding its product offerings. Stock compensation expense. We had compensation expenses of $2,379,212 and $7,108,750 during three months ended March 31, 2025 and March 31, 2024, respectively. The substantial decrease in the stock compensation expense in the 2025 quarter is primarily the result of the award of stock options to executive officers of the Company in February 2024 under our 2016 Incentive Stock Plan, in recognition of their efforts in developing and commercializing our SSi Mantra system. Depreciation and amortization expense. We had depreciation and amortization expense of $208,882 for the period ended March 31, 2025, as compared to $80,101 for the period ended March 31, 2024. The depreciation and amortization expenses primarily consist of depreciation on fixed assets. Selling, general and administrative expense. We incurred $3,410,872 in selling, general and administrative (“ SG&A ”) expense during the three months ended March 31, 2025, as compared to $2,843,659 for the three months ended March 31, 2024. Our SG&A expense comprise of expense relating to salaries and benefits, retirement benefits as well as costs related to recruitment, other compensation expenses of sales and marketing and client management personnel, sales commission, travel and brand building, client events and conferences, training and retention of senior management and other support personnel in enabling functions, telecommunications, utilities, travel and other miscellaneous administrative costs. SG&A expense also include acquisition-related costs, legal and professional fees (which represent the costs of third party legal, tax, accounting, immigration and other advisors), investment in product development, digital technology, advanced automation and robotics, related to grant of our equity awards to members of our board of directors. We expect our SG&A expense to increase as we continue to strengthen our support and enabling functions and invest in leadership development, performance management and training programs. The increase in selling, general and administrative expense is majorly due to marketing event SMRSC 2025 held during the quarter which contributed to approximately to $602,560. Other income/expenses, net . We earned other income of $240,500 for the three months ended March 31, 2025, as compared to $9,434 of other expenses during the three months ended March 31, 2024. The increase is due to reversal in amount of credit loss reserve by $422,711 offset by increase in interest expense on notes amounting to $189,216 in three months ended March 31, 2025 as compared to March 31, 2024. Net Loss. We incurred a net loss of $5,681,353 for the three months ended March 31, 2025, as compared to a net loss of $9,841,753 for the three months ended March 31, 2024. The decrease in net loss from March 31, 2024 to March 31, 2025 is primarily the result of the reduction in stock compensation expense by $4,729,538 offset by increase in SG&A by $567,213. 33 Liquidity and Capital Resources The Company expects to require substantial funds for scaling up its operations, for incurring capital expenditure to have its own in-house machining and tooling capacity and to continue to finance its research and development work in the field of surgical robotics. In February 2024, the Company raised $2,450,000 through a private offering of 7% One-Year Convertible Promissory Notes (“Notes”) from two affiliates of $1,000,000 each and $450,000 from three other investors to finance its ongoing working capital requirements. These notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share price of $4.45. In April 2024, the Company raised $2,000,000 from its affiliate by issuance of two One-Year 7% Promissory Notes of $1,000,000 each, to meet certain working capital requirements. These Notes are payable in full after 12 months from the respective date of issuance of these Notes. In July 2024, the Company raised $500,000 from its affiliate by issuance of One-Year 7% Promissory Notes to finance its ongoing working capital requirements. These Notes are payable in full after 12 months from the respective date of issuance of these Notes. In October and November 2024, the Company raised $500,000 from its affiliate by issuance of One-Year 7% Promissory Notes to finance its ongoing working capital requirements. These Notes are payable in full after 12 months from the respective date of issuance of these Notes. In December 2024, the Company raised $2,000,000 from its affiliate by issuance of One-Year 7% Convertible Promissory Notes to finance its ongoing working capital requirements. These Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share price of $1.38. In January 2025, the Company raised $28,000,000 from its affiliate by issuance of One-Year 7% Convertible Promissory Notes to finance its ongoing working capital requirements. These Notes are payable in full after 12 months from the respective date of issuance of these Notes and are convertible at the election of noteholder at any time through the maturity date at a per share price of $1.38. In February 2025, the Company paid $4,212,637 towards repayment of five 7% One-Year Promissory Notes totaling to $4,000,000 raised from Sushruta Pvt Ltd., on various dates during the year 2024, along with interest due thereon. In February 2025, the Company paid $1,068,849 towards repayment of one 7% One-Year Convertible Promissory Notes of $1,000,000 raised from Andrew Economos along with the interest due thereon. In February 2025, the Company converted three 7% One Year Convertible Promissory Notes totaling to $450,000 along with the interest accrued thereon, into 108,048 common shares of the Company as per the conversion rights exercised by the note holders. In February 2025, the Company converted Convertible Notes worth $22,000,000, along with the interest accrued thereon, issued to Sushruta Pvt Ltd. into 16,046,814 common shares of the Company. In March 2025, the Company converted Convertible Notes worth $8,000,000, along with the interest accrued thereon, issued to Sushruta Pvt Ltd into 5,811,554 common shares of the Company. While we have been successful in raising funds to meet our working capital needs to date, believe that we have the resources to do so for the balance, we do not have any committed sources of funding and there are no assurances that we will be able to secure additional funding if and when needed. The condensed consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern. If we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders. These factors raise a substantial doubt about the Company’s ability to continue as a going concern For the three months ended S. No. Particulars March 31, 2025 March 31, 2024 Net cash provided by operating activities: 1 Net loss (5,681,353 ) (9,841,753 ) 2 Non-cash adjustments 2,384,745 7,872,174 3 Change in operating assets and liabilities (2,806,766 ) (702,339 ) 4 Net cash used in operating activities (6,103,374 ) (2,671,918 ) 5 Net cash used in investing activities (872,804 ) (127,255 ) 6 Net cash provided by financing activities 22,406,019 2,638,259 7 Net change in cash 15,429,841 (160,914 ) 8 Effect of exchange rate on cash 25,412 (31,351 ) 9 Cash at the beginning of the period 6,623,535 7,087,845 10 Cash at the end of period 22,078,788 6,895,580 34 Cash Flows from Operating Activities During the three months ended March 31, 2025, net cash used in operating activities was $6,103,374 resulting from our net loss of $5,681,353 partially offset by non-cash charges of $2,384,745 primarily driven by depreciation charges, operating lease expense and stock compensation expense. We had cash used in our operating assets and liabilities of $2,806,766 primarily driven by increases in inventory, prepaid and other assets offset by decrease in accounts receivables and increase in deferred revenue. During the three months ended March 31, 2024, net cash used in operating activities was $2,671,918 resulting from our net loss of $9,841,753 partially offset by non-cash charges of $7,872,174 primarily driven by credit loss reserve, depreciation charges and stock compensation expense. We had cash used in our operating assets and liabilities of $702,339 primarily driven by increases in inventory, accounts payable and decrease in prepaid and other assets. Cash Flows from Investing Activities During the three months ended March 31, 2025, we had net cash used in investing activities of $872,804 in purchase of property and equipment. During the three months ended March 31, 2024, we had net cash used in investing activities of $127,255 in purchase of property and equipment. Cash Flows from Financing Activities During the three months ended March 31, 2025, we had net cash provided by financing activities of $22,406,019, which comprised of proceeds from $28,000,000 from issuance of convertible notes to our principal shareholder offset by repayment of convertible notes to principal shareholder and other investors amounting to $4,212,637 and $1,068,849 respectively. During the three months ended March 31, 2024, we had net cash, provided by financing activities of $2,638,259, which comprised of $2,450,000 in proceeds from issuance of the convertible notes to our principal shareholder and other investors as set forth above. While we have been successful in raising funds to finance our operations since inception and we believe that we will be successful in obtaining the necessary financing to fund our operations going forward, we do not have any committed sources of funding and there are no assurance that we will be able to secure additional funding. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, if we cannot obtain financing, then we may be forced to further curtail our operations or consider other strategic alternatives. Even if we are successful in raising the additional financing, there is no assurance regarding the terms of any additional investment and any such investment or other strategic alternative would likely substantially dilute our current shareholders. Critical Accounting Policies Use of Estimates The discussion and analysis of our financial condition and results of operations are based upon the unaudited interim condensed consolidated financial statements included in this Report on Form 10-Q, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). A summary of our significant accounting policies is included in Note 2 - Summary of Significant Accounting Policies to our unaudited interim condensed consolidated financial statements under Part I, Item 1, “Financial Statements.” We consider the policies discussed below to be critical to an understanding of our consolidated financial statements, as their application places the most significant demands on management’s judgment regarding matters that are inherently uncertain at the time an estimate is made. These policies include fair value of stock options and standalone selling price in case of bundled revenue contracts. These accounting policies, estimates and the associated risks are set out below. Future events may not develop exactly as forecasted and estimates routinely require adjustment. 35 Stock Compensation Expense Under the fair value recognition provisions of ASC Topic 718, Compensation-Stock Compensation, cost is measured at the grant date based on the fair value of the award and is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term over which the stock awards will be outstanding before they are exercised and the expected volatility of our stock. As of March 31, 2025, the Company has issued two types of equity incentives: Stock Options: These provide employees with the right, but not the obligation, to purchase shares of the Company’s stock at a specified price, within a defined period, as per the terms of the stock option agreement. Stock-based compensation expense associated with AVRA 2016 Stock Incentive Plan is measured at fair value using a Black-Scholes option-pricing model at commencement of each offering period and recognized over that offering period. Stock Units (Restricted Stock Units, or RSUs): These do not require the employee to exercise any options. Each stock unit automatically converts into a specified number of shares upon vesting. The Company uses last three months’ average share price of common stock on OTC exchange as grant date fair value for RSUs. Standalone Selling Price: Our system sale arrangements contain multiple products and services, including system, accessories, instruments and services. Other than services, we generally deliver all of the products upfront. Each of these products and services is a distinct performance obligation. System, instruments, accessories and services are also sold on a standalone basis. For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a standalone selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific factors including, but not limited to, historical pricing data, features and functionality of the products and services and industry benchmark. We regularly review standalone selling prices and maintain internal controls over establishing and updating these estimates. Revenue that is allocated to the service obligation is deferred and recognized ratably over the service period upon expiration of first year of service which is free and included in the system sale arrangements. Recent Accounting Pronouncements Refer to Note 1, Basis of Presentation and Summary of Significant Accounting Policies, within the notes to the to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations. Off-Balance Sheet Arrangements There are no 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, results of operations, liquidity, capital expenditures or capital resources that is material to investors. 36 Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not applicable.