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Delaware
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No. 41-1698056
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PAGE
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Consolidated Balance Sheets as of
December 31, 2014 and June 30, 2014
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|
|
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ITEM 1.
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CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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|
December 31,
2014 |
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June 30,
2014 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
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$
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101,344
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|
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$
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126,592
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Accounts receivable, net
|
26,064
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|
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21,383
|
|
||
Inventories
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13,957
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|
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12,890
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|
||
Prepaid expenses and other current assets
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4,084
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|
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1,846
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|
||
Total current assets
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145,449
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|
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162,711
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|
||
Property and equipment, net
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30,940
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15,297
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Patents, net
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4,150
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|
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3,823
|
|
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Other assets
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70
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|
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70
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Total assets
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$
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180,609
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$
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181,901
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|
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|
||||
Current liabilities
|
|
|
|
||||
Short-term borrowings
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$
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—
|
|
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$
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2,400
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Accounts payable
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18,302
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12,699
|
|
||
Accrued expenses
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12,185
|
|
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14,630
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||
Total current liabilities
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30,487
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29,729
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|
||
Long-term liabilities
|
|
|
|
||||
Other liabilities
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1,967
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|
117
|
|
||
Total liabilities
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32,454
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|
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29,846
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||
Commitments and contingencies
|
—
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|
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—
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Common stock, $0.001 par value; authorized 100,000,000 common shares at December 31, 2014 and June 30, 2014; issued and outstanding 31,572,370 at December 31, 2014 and 31,084,742 at June 30, 2014, respectively
|
32
|
|
|
31
|
|
||
Additional paid in capital
|
400,185
|
|
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390,589
|
|
||
Accumulated deficit
|
(252,062
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)
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(238,565
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)
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||
Total stockholders’ equity
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148,155
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|
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152,055
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|
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Total liabilities and stockholders’ equity
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$
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180,609
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$
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181,901
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Three Months Ended
December 31, |
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Six Months Ended
December 31, |
||||||||||||
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2014
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2013
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2014
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2013
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||||||||
Revenues
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$
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44,732
|
|
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$
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32,337
|
|
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$
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86,086
|
|
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$
|
62,103
|
|
Cost of goods sold
|
9,346
|
|
|
7,313
|
|
|
18,231
|
|
|
14,177
|
|
||||
Gross profit
|
35,386
|
|
|
25,024
|
|
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67,855
|
|
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47,926
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
32,553
|
|
|
27,468
|
|
|
66,060
|
|
|
52,839
|
|
||||
Research and development
|
8,085
|
|
|
5,051
|
|
|
15,237
|
|
|
9,429
|
|
||||
Total expenses
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40,638
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32,519
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|
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81,297
|
|
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62,268
|
|
||||
Loss from operations
|
(5,252
|
)
|
|
(7,495
|
)
|
|
(13,442
|
)
|
|
(14,342
|
)
|
||||
Interest and other, net
|
(21
|
)
|
|
(1,163
|
)
|
|
(55
|
)
|
|
(1,608
|
)
|
||||
Net and comprehensive loss
|
$
|
(5,273
|
)
|
|
$
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(8,658
|
)
|
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$
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(13,497
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)
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$
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(15,950
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)
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Net and comprehensive loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
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$
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(0.17
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)
|
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$
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(0.32
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)
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|
$
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(0.43
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)
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$
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(0.61
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)
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Weighted average common shares used in computation:
|
|
|
|
|
|
|
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||||||||
Basic and diluted
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31,487,358
|
|
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27,177,952
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|
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31,399,234
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|
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25,964,660
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|
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Six Months Ended
December 31, |
||||||
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2014
|
|
2013
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
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$
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(13,497
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)
|
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$
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(15,950
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)
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Adjustments to reconcile net loss to net cash used in operations
|
|
|
|
||||
Depreciation of property and equipment
|
751
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|
579
|
|
||
Amortization and write-off of patents
|
82
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|
|
102
|
|
||
Provision for doubtful accounts
|
846
|
|
|
190
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|
||
Amortization of discount on debt, net
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—
|
|
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137
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|
||
Debt conversion and valuation of conversion options, net
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—
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|
|
716
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|
||
Stock-based compensation
|
7,083
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|
|
4,855
|
|
||
Changes in assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(5,527
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)
|
|
(1,378
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)
|
||
Inventories
|
(1,067
|
)
|
|
(4,040
|
)
|
||
Prepaid expenses and other assets
|
287
|
|
|
(194
|
)
|
||
Accounts payable
|
467
|
|
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1,399
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|
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Accrued expenses and other liabilities
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(542
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)
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|
1,096
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|
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Net cash used in operations
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(11,117
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)
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(12,488
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)
|
||
Cash flows from investing activities
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|
|
|
||||
Expenditures for property and equipment
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(11,258
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)
|
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(717
|
)
|
||
Purchases of marketable securities
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(2,084
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)
|
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—
|
|
||
Costs incurred in connection with patents
|
(543
|
)
|
|
(385
|
)
|
||
Net cash used in investing activities
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(13,885
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)
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(1,102
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from employee stock purchase plan
|
1,360
|
|
|
1,291
|
|
||
Exercise of stock options and warrants
|
794
|
|
|
9,097
|
|
||
Proceeds from the issuance of common stock, net of issuance costs
|
—
|
|
|
84,369
|
|
||
Proceeds from line of credit
|
—
|
|
|
4,800
|
|
||
Payments on debt
|
(2,400
|
)
|
|
(7,200
|
)
|
||
Net cash (used in) provided by financing activities
|
(246
|
)
|
|
92,357
|
|
||
Net change in cash and cash equivalents
|
(25,248
|
)
|
|
78,767
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
126,592
|
|
|
67,897
|
|
||
End of period
|
$
|
101,344
|
|
|
$
|
146,664
|
|
|
|
|
|
||||
Noncash investing activities
|
|
|
|
||||
Property and equipment included in accounts payable
|
$
|
5,136
|
|
|
$
|
18
|
|
|
December 31,
|
|
June 30,
|
||||
|
2014
|
|
2014
|
||||
Accounts receivable
|
$
|
27,292
|
|
|
$
|
21,834
|
|
Less: Allowance for doubtful accounts
|
(1,228
|
)
|
|
(451
|
)
|
||
Total accounts receivable
|
$
|
26,064
|
|
|
$
|
21,383
|
|
|
December 31,
|
|
June 30,
|
||||
|
2014
|
|
2014
|
||||
Raw materials
|
$
|
7,034
|
|
|
$
|
5,879
|
|
Work in process
|
507
|
|
|
855
|
|
||
Finished goods
|
6,416
|
|
|
6,156
|
|
||
Total inventories
|
$
|
13,957
|
|
|
$
|
12,890
|
|
|
December 31,
|
|
June 30,
|
||||
|
2014
|
|
2014
|
||||
Land
|
$
|
500
|
|
|
$
|
500
|
|
Equipment
|
7,303
|
|
|
6,436
|
|
||
Furniture
|
626
|
|
|
626
|
|
||
Leasehold improvements
|
233
|
|
|
233
|
|
||
Construction in progress
|
27,027
|
|
|
11,499
|
|
||
|
35,689
|
|
|
19,294
|
|
||
Less: Accumulated depreciation
|
(4,749
|
)
|
|
(3,997
|
)
|
||
Total property and equipment, net
|
$
|
30,940
|
|
|
$
|
15,297
|
|
|
December 31,
|
|
June 30,
|
||||
|
2014
|
|
2014
|
||||
Salaries and bonus
|
$
|
3,648
|
|
|
$
|
5,244
|
|
Commissions
|
4,716
|
|
|
6,069
|
|
||
Accrued vacation
|
3,226
|
|
|
2,843
|
|
||
Other
|
595
|
|
|
474
|
|
||
Total accrued expenses
|
$
|
12,185
|
|
|
$
|
14,630
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest expense, net of premium amortization
|
$
|
(6
|
)
|
|
$
|
(564
|
)
|
|
$
|
(22
|
)
|
|
$
|
(845
|
)
|
Change in fair value of conversion options
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
||||
Net write-offs upon conversion (option and premium amortization)
|
—
|
|
|
(574
|
)
|
|
—
|
|
|
(655
|
)
|
||||
Other
|
(15
|
)
|
|
(25
|
)
|
|
(33
|
)
|
|
(47
|
)
|
||||
Total Interest and other, net
|
$
|
(21
|
)
|
|
$
|
(1,163
|
)
|
|
$
|
(55
|
)
|
|
$
|
(1,608
|
)
|
|
Number of
Shares
|
|
Weighted
Average Fair
Value
|
|||
Restricted stock awards outstanding at June 30, 2014
|
1,276,403
|
|
|
$
|
17.37
|
|
Restricted stock awards granted
(1)
|
425,644
|
|
|
$
|
29.15
|
|
Restricted stock awards forfeited
|
(78,747
|
)
|
|
$
|
19.84
|
|
Restricted stock awards vested
|
(483,941
|
)
|
|
$
|
17.00
|
|
Restricted stock awards outstanding at December 31, 2014
|
1,139,359
|
|
|
$
|
19.89
|
|
(1) Includes both time-based and performance-based restricted stock awards.
|
|
|
|
Six months ended June 30, 2015
|
$
|
563
|
|
Fiscal 2016
|
763
|
|
|
Fiscal 2017
|
469
|
|
|
Fiscal 2018
|
462
|
|
|
Fiscal 2019
|
462
|
|
|
Thereafter
|
346
|
|
|
|
$
|
3,065
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(5,273
|
)
|
|
$
|
(8,658
|
)
|
|
$
|
(13,497
|
)
|
|
$
|
(15,950
|
)
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares – basic
|
31,487,358
|
|
|
27,177,952
|
|
|
31,399,234
|
|
|
25,964,660
|
|
||||
Effect of dilutive stock options and warrants
(a)(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares outstanding – diluted
|
31,487,358
|
|
|
27,177,952
|
|
|
31,399,234
|
|
|
25,964,660
|
|
||||
Net loss per common share — basic and diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.43
|
)
|
|
$
|
(0.61
|
)
|
(a)
|
At
December 31, 2014
and
2013
,
0
and
984,991
warrants, respectively, were outstanding. The effect of the shares that would be issued upon exercise of these warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.
|
(b)
|
At
December 31, 2014
and
2013
,
835,234
and
1,080,456
stock options, respectively, were outstanding. The effect of the shares that would be issued upon exercise of these options has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||||||||
|
2014
|
|
2013
|
|
Percent
Change
|
|
2014
|
|
2013
|
|
Percent
Change
|
||||||||||
Revenues
|
$
|
44,732
|
|
|
$
|
32,337
|
|
|
38.3
|
%
|
|
$
|
86,086
|
|
|
$
|
62,103
|
|
|
38.6
|
%
|
Cost of goods sold
|
9,346
|
|
|
7,313
|
|
|
27.8
|
|
|
18,231
|
|
|
14,177
|
|
|
28.6
|
|
||||
Gross profit
|
35,386
|
|
|
25,024
|
|
|
41.4
|
|
|
67,855
|
|
|
47,926
|
|
|
41.6
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
32,553
|
|
|
27,468
|
|
|
18.5
|
|
|
66,060
|
|
|
52,839
|
|
|
25.0
|
|
||||
Research and development
|
8,085
|
|
|
5,051
|
|
|
60.1
|
|
|
15,237
|
|
|
9,429
|
|
|
61.6
|
|
||||
Total expenses
|
40,638
|
|
|
32,519
|
|
|
25.0
|
|
|
81,297
|
|
|
62,268
|
|
|
30.6
|
|
||||
Loss from operations
|
(5,252
|
)
|
|
(7,495
|
)
|
|
(29.9
|
)
|
|
(13,442
|
)
|
|
(14,342
|
)
|
|
(6.3
|
)
|
||||
Interest and other, net
|
(21
|
)
|
|
(1,163
|
)
|
|
(98.2
|
)
|
|
(55
|
)
|
|
(1,608
|
)
|
|
(96.6
|
)
|
||||
Net loss
|
$
|
(5,273
|
)
|
|
$
|
(8,658
|
)
|
|
(39.1
|
)
|
|
$
|
(13,497
|
)
|
|
$
|
(15,950
|
)
|
|
(15.4
|
)
|
•
|
Cash used in accounts receivable of
$5.5 million
and
$1.4 million
during the
six
months ended
December 31, 2014
and
2013
, respectively, was primarily due to the amount and timing of revenue during the
six
months ended
December 31, 2014
and
2013
.
|
•
|
Cash used in inventories was
$1.1 million
and
$4.0 million
during the
six
months ended
December 31, 2014
and
2013
, respectively. For the
six
months ended
December 31, 2014
, the amount of cash used in inventories was primarily due to higher levels of raw materials for the manufacture of products, including the CAD System commercial launch, and finished goods for future sales. For the
six
months ended
December 31, 2013
, cash used in inventories was primarily due to higher levels of finished goods for future sales and timing of inventory purchases and sales.
|
•
|
Cash provided by (used in) prepaid expenses and other current assets was
$287,000
and
$(194,000)
during the
six
months ended
December 31, 2014
and
2013
, respectively, primarily due to payment timing of vendor deposits and other expenditures.
|
•
|
Cash provided by accounts payable of
$0.5 million
and
$1.4 million
during the
six
months ended
December 31, 2014
and
2013
, respectively, was due to the amount and timing of purchases and vendor payments and overall increased levels of spending.
|
•
|
Cash (used in) provided by accrued expenses and other liabilities of
$(0.5) million
and
$1.1 million
during the
six
months ended
December 31, 2014
and
2013
, respectively, was primarily due to the amount and timing of compensation payments.
|
|
Six Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
Loss from operations
|
$
|
(13,442
|
)
|
|
$
|
(14,342
|
)
|
Add: Stock-based compensation
|
7,083
|
|
|
4,855
|
|
||
Add: Depreciation and amortization
|
833
|
|
|
629
|
|
||
Adjusted EBITDA
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$
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(5,526
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)
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$
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(8,858
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)
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•
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Stock-based compensation.
We exclude stock-based compensation expense from our non-GAAP financial measures primarily because such expense, while constituting an ongoing and recurring expense, is not an expense that requires cash settlement. Our management also believes that excluding this item from our non-GAAP results is useful to investors to understand the application of stock-based compensation guidance and its impact on our operational performance, liquidity and ability to make additional investments in the Company, and it allows for greater transparency to certain line items in our financial statements.
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•
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Depreciation and amortization expense.
We exclude depreciation and amortization expense from our non-GAAP financial measures primarily because such expenses, while constituting ongoing and recurring expenses, are not expenses that require cash settlement and are not used by our management to assess the core profitability of our business operations. Our management also believes that excluding these items from our non-GAAP results is useful to investors to understand our operational performance, liquidity and ability to make additional investments in the company.
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•
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Items such as stock-based compensation do not directly affect our cash flow position; however, such items reflect economic costs to us and are not reflected in our Adjusted EBITDA, and therefore these non-GAAP measures do not reflect the full economic effect of these items.
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•
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Non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and therefore other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
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•
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Our management exercises judgment in determining which types of charges or other items should be excluded from the non-GAAP financial measures we use.
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Dated: February 6, 2015
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|
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CARDIOVASCULAR SYSTEMS, INC.
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By
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/s/ David L. Martin
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David L. Martin
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President and Chief Executive Officer
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(Principal Executive Officer)
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By
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/s/ Laurence L. Betterley
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Laurence L. Betterley
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit No.
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Description
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10.1
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Cardiovascular Systems, Inc. 2014 Equity Incentive Plan (previously filed with the SEC as Exhibit 10.1 to and incorporated herein by reference from the Company’s Current Report on Form 8-K filed on November 14,
2014).
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10.2*
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Form of Restricted Stock Agreement for Time-Based Awards under the 2014 Equity Incentive Plan.
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10.3*
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Form of Restricted Stock Agreement for Performance-Based Awards under the 2014 Equity Incentive Plan.
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31.1*
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Certification of President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2**
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
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Financial statements from the quarterly report on Form 10-Q of the Company for the quarter ended December 31, 2014, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Financial Statements.
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*
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Filed herewith.
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**
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Furnished herewith.
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a.
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“Peer Group” shall mean that group of companies selected by the Company’s compensation consultant for purposes of comparing compensation or performance of the Peer Group to that of the Company.
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b.
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“Annual Revenue Growth” shall mean, (i) for the Company and any company in the Peer Group with a fiscal year ending on June 30, the percentage increase in revenue reported in the audited financial statements included in such company’s annual report on Form 10-K for the fiscal year ending on the June 30 immediately following the date of the Award, as compared to the revenue reported in the audited financial statements included in such company’s annual report on Form 10-K for the preceding fiscal year, and (ii) for any company in the Peer Group with a fiscal year not ending on June 30, the percentage increase in revenue for the 12 months ending on the June 30, immediately following the date of the Award, as determined by aggregating the revenue reported in such company’s quarterly reports on Form 10-Q and annual report on Form 10-K for the four quarters ending on the June 30 immediately following the date of the Award, as compared to the company’s aggregate revenue reported in such reports for the 12 months ending on June 30 of the preceding year.
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c.
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“90 Day Average Closing Price Beginning of Year” shall mean the average of the closing prices per share of the common stock of the Company or any company in the Peer Group, as applicable, for the 90 consecutive trading days following the June 30 immediately preceding the date of the Award, as reported by NASDAQ, or if such shares are not traded on NASDAQ, as reported by the principal stock market or automated quotation system on which such shares are traded.
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d.
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“90 Day Average Closing Price End of Year” shall mean the average of the closing prices per share of the common stock of the Company or any company in the Peer Group, as applicable, for the 90 consecutive trading days prior to the July 1 immediately following the date of the Award, as reported by NASDAQ, or if such shares are not traded on NASDAQ, as reported by the principal stock market or automated quotation system on which such shares are traded.
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e.
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“Total Shareholder Return” shall mean, for either the Company or any company in the Peer Group, as applicable, the product of (i) a fraction, the numerator of which is equal to the 90 Day Average Closing Price End of Year less the 90 Day Average Closing Price Beginning of Year plus any dividends paid with respect
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f.
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“Determination Date” shall mean the later of (i) the date the Company’s annual report on Form 10-K for the fiscal year ending on the June 30, immediately following the date of the Award is filed with the Securities and Exchange Commission, and (ii) the date of the last filing of any quarterly report on Form 10-Q or annual report on Form 10-K of any Peer Group company necessary to determine the Annual Revenue Growth of each company in the Peer Group.
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1.
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I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer 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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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The registrant’s other certifying officer 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):
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a)
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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
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b)
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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.
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By:
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/s/ David L. Martin
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Dated: February 6, 2015
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David L. Martin
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer 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:
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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The registrant’s other certifying officer 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):
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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
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b)
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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.
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By:
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/s/ Laurence L. Betterley
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Dated: February 6, 2015
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Laurence L. Betterley
|
|
|
Chief Financial Officer
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|
By:
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/s/ David L. Martin
|
Dated: February 6, 2015
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|
David L. Martin
|
|
|
President and Chief Executive Officer
|
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By:
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/s/ Laurence L. Betterley
|
Dated: February 6, 2015
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Laurence L. Betterley
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Chief Financial Officer
|