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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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ITEM 1.
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CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
March 31,
2016 |
|
June 30,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
62,174
|
|
|
$
|
83,842
|
|
Accounts receivable, net
|
23,048
|
|
|
30,830
|
|
||
Inventories
|
18,226
|
|
|
13,966
|
|
||
Marketable securities
|
1,909
|
|
|
1,876
|
|
||
Prepaid expenses and other current assets
|
1,388
|
|
|
3,380
|
|
||
Total current assets
|
106,745
|
|
|
133,894
|
|
||
Property and equipment, net
|
33,224
|
|
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32,883
|
|
||
Patents, net
|
4,952
|
|
|
4,511
|
|
||
Other assets
|
88
|
|
|
40
|
|
||
Total assets
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$
|
145,009
|
|
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$
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171,328
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|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
8,338
|
|
|
$
|
9,763
|
|
Accrued expenses
|
26,649
|
|
|
20,125
|
|
||
Total current liabilities
|
34,987
|
|
|
29,888
|
|
||
Long-term liabilities
|
|
|
|
||||
Other liabilities
|
8,251
|
|
|
2,005
|
|
||
Total liabilities
|
43,238
|
|
|
31,893
|
|
||
Commitments and contingencies
|
—
|
|
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—
|
|
||
Common stock, $0.001 par value; authorized 100,000,000 common shares at March 31, 2016 and June 30, 2015; issued and outstanding 32,684,195 at March 31, 2016 and 31,898,124 at June 30, 2015, respectively
|
33
|
|
|
32
|
|
||
Additional paid in capital
|
424,178
|
|
|
410,700
|
|
||
Accumulated other comprehensive income
|
86
|
|
|
90
|
|
||
Accumulated deficit
|
(322,526
|
)
|
|
(271,387
|
)
|
||
Total stockholders’ equity
|
101,771
|
|
|
139,435
|
|
||
Total liabilities and stockholders’ equity
|
$
|
145,009
|
|
|
$
|
171,328
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net revenues
|
$
|
44,461
|
|
|
$
|
47,004
|
|
|
$
|
129,724
|
|
|
$
|
133,090
|
|
Cost of goods sold
|
8,725
|
|
|
10,416
|
|
|
25,567
|
|
|
28,647
|
|
||||
Gross profit
|
35,736
|
|
|
36,588
|
|
|
104,157
|
|
|
104,443
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
42,338
|
|
|
39,453
|
|
|
124,991
|
|
|
105,513
|
|
||||
Research and development
|
5,748
|
|
|
7,777
|
|
|
19,895
|
|
|
23,014
|
|
||||
Restructuring
|
2,376
|
|
|
—
|
|
|
2,376
|
|
|
—
|
|
||||
Legal settlement
|
8,000
|
|
|
—
|
|
|
8,000
|
|
|
—
|
|
||||
Total expenses
|
58,462
|
|
|
47,230
|
|
|
155,262
|
|
|
128,527
|
|
||||
Loss from operations
|
(22,726
|
)
|
|
(10,642
|
)
|
|
(51,105
|
)
|
|
(24,084
|
)
|
||||
Interest and other, net
|
10
|
|
|
(14
|
)
|
|
(35
|
)
|
|
(69
|
)
|
||||
Net loss
|
$
|
(22,716
|
)
|
|
$
|
(10,656
|
)
|
|
$
|
(51,140
|
)
|
|
$
|
(24,153
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.69
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(1.57
|
)
|
|
$
|
(0.77
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares used in computation:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
32,711,341
|
|
|
31,644,522
|
|
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32,491,271
|
|
|
31,479,803
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(22,716
|
)
|
|
$
|
(10,656
|
)
|
|
$
|
(51,140
|
)
|
|
$
|
(24,153
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available for sale securities
|
37
|
|
|
105
|
|
|
(5
|
)
|
|
105
|
|
||||
Comprehensive loss
|
$
|
(22,679
|
)
|
|
$
|
(10,551
|
)
|
|
$
|
(51,145
|
)
|
|
$
|
(24,048
|
)
|
|
Nine Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(51,140
|
)
|
|
$
|
(24,153
|
)
|
Adjustments to reconcile net loss to net cash used in operations
|
|
|
|
||||
Depreciation of property and equipment
|
2,728
|
|
|
1,292
|
|
||
Amortization and write-off of patents
|
215
|
|
|
146
|
|
||
Provision for doubtful accounts
|
600
|
|
|
1,021
|
|
||
Loss on disposal of property and equipment
|
8
|
|
|
99
|
|
||
Stock-based compensation
|
10,392
|
|
|
11,039
|
|
||
Changes in assets and liabilities
|
|
|
|
||||
Accounts receivable
|
7,532
|
|
|
(10,858
|
)
|
||
Inventories
|
(4,260
|
)
|
|
(329
|
)
|
||
Prepaid expenses and other assets
|
2,354
|
|
|
166
|
|
||
Accounts payable
|
(1,400
|
)
|
|
826
|
|
||
Accrued expenses and other liabilities
|
12,771
|
|
|
5,666
|
|
||
Net cash used in operating activities
|
(20,200
|
)
|
|
(15,085
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Expenditures for property and equipment
|
(3,245
|
)
|
|
(16,593
|
)
|
||
Issuance of convertible note receivable
|
(350
|
)
|
|
—
|
|
||
Purchases of marketable securities
|
(37
|
)
|
|
(2,094
|
)
|
||
Sales of marketable securities
|
—
|
|
|
365
|
|
||
Costs incurred in connection with patents
|
(512
|
)
|
|
(634
|
)
|
||
Net cash used in investing activities
|
(4,144
|
)
|
|
(18,956
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from employee stock purchase plan
|
1,670
|
|
|
1,360
|
|
||
Exercise of stock options
|
1,006
|
|
|
1,974
|
|
||
Payments on debt
|
—
|
|
|
(2,400
|
)
|
||
Net cash provided by financing activities
|
2,676
|
|
|
934
|
|
||
Net change in cash and cash equivalents
|
(21,668
|
)
|
|
(33,107
|
)
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
83,842
|
|
|
126,592
|
|
||
End of period
|
$
|
62,174
|
|
|
$
|
93,485
|
|
|
|
|
|
||||
Noncash investing activities
|
|
|
|
||||
Property and equipment included in accounts payable
|
$
|
—
|
|
|
$
|
1,860
|
|
|
March 31,
|
|
June 30,
|
||||
|
2016
|
|
2015
|
||||
Accounts receivable
|
$
|
24,652
|
|
|
$
|
32,267
|
|
Less: Allowance for doubtful accounts
|
(1,604
|
)
|
|
(1,437
|
)
|
||
Total Accounts receivable
|
$
|
23,048
|
|
|
$
|
30,830
|
|
|
March 31,
|
|
June 30,
|
||||
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
7,648
|
|
|
$
|
7,292
|
|
Work in process
|
917
|
|
|
1,108
|
|
||
Finished goods
|
9,661
|
|
|
5,566
|
|
||
Total Inventories
|
$
|
18,226
|
|
|
$
|
13,966
|
|
|
March 31,
|
|
June 30,
|
||||
|
2016
|
|
2015
|
||||
Land
|
$
|
500
|
|
|
$
|
500
|
|
Building
|
22,575
|
|
|
22,468
|
|
||
Equipment
|
13,072
|
|
|
11,745
|
|
||
Furniture
|
2,697
|
|
|
2,581
|
|
||
Leasehold improvements
|
87
|
|
|
110
|
|
||
Construction in progress
|
2,626
|
|
|
1,218
|
|
||
|
41,557
|
|
|
38,622
|
|
||
Less: Accumulated depreciation
|
(8,333
|
)
|
|
(5,739
|
)
|
||
Total Property and equipment, net
|
$
|
33,224
|
|
|
$
|
32,883
|
|
|
March 31,
|
|
June 30,
|
||||
|
2016
|
|
2015
|
||||
Salaries and bonus
|
$
|
3,683
|
|
|
$
|
3,961
|
|
Commissions
|
7,626
|
|
|
5,387
|
|
||
Vacation
|
3,368
|
|
|
3,770
|
|
||
Excise, sales and other taxes
|
3,386
|
|
|
3,217
|
|
||
Clinical studies
|
1,736
|
|
|
2,446
|
|
||
Legal settlement
|
3,000
|
|
|
—
|
|
||
Restructuring
|
2,369
|
|
|
—
|
|
||
Other accrued expenses
|
1,481
|
|
|
1,344
|
|
||
Total Accrued expenses
|
$
|
26,649
|
|
|
$
|
20,125
|
|
|
March 31,
|
|
June 30,
|
||||
|
2016
|
|
2015
|
||||
Legal settlement
|
$
|
5,000
|
|
|
$
|
—
|
|
Deferred compensation
|
1,902
|
|
|
1,876
|
|
||
Other liabilities
|
1,349
|
|
|
129
|
|
||
Total Other liabilities
|
$
|
8,251
|
|
|
$
|
2,005
|
|
|
|
As of March 31, 2016
|
||||||||||||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Mutual funds
|
|
$
|
1,823
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
1,908
|
|
Total short-term investments
|
|
$
|
1,823
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
1,908
|
|
|
|
As of June 30, 2015
|
||||||||||||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Mutual funds
|
|
$
|
1,786
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
1,876
|
|
Total short-term investments
|
|
$
|
1,786
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
1,876
|
|
|
|
|
|
Fair Value Measurements as of March 31, 2016 Using Inputs Considered as
|
||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Mutual funds
|
|
$
|
1,908
|
|
|
$
|
1,297
|
|
|
$
|
611
|
|
|
$
|
—
|
|
Total short-term investments
|
|
$
|
1,908
|
|
|
$
|
1,297
|
|
|
$
|
611
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements as of June 30, 2015 Using Inputs Considered as
|
||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Mutual funds
|
|
$
|
1,876
|
|
|
$
|
1,275
|
|
|
$
|
601
|
|
|
$
|
—
|
|
Total short-term investments
|
|
$
|
1,876
|
|
|
$
|
1,275
|
|
|
$
|
601
|
|
|
$
|
—
|
|
Three months ended June 30, 2016
|
$
|
157
|
|
Fiscal 2017
|
589
|
|
|
Fiscal 2018
|
523
|
|
|
Fiscal 2019
|
471
|
|
|
Fiscal 2020
|
353
|
|
|
|
$
|
2,093
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(22,716
|
)
|
|
$
|
(10,656
|
)
|
|
$
|
(51,140
|
)
|
|
$
|
(24,153
|
)
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares – basic
|
32,711,341
|
|
|
31,644,522
|
|
|
32,491,271
|
|
|
31,479,803
|
|
||||
Effect of dilutive stock options
(a)(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares outstanding – diluted
|
32,711,341
|
|
|
31,644,522
|
|
|
32,491,271
|
|
|
31,479,803
|
|
||||
Net loss per common share — basic and diluted
|
$
|
(0.69
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(1.57
|
)
|
|
$
|
(0.77
|
)
|
(a)
|
At
March 31, 2016
and
2015
,
606,879
and
720,233
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.
|
(b)
|
At
March 31, 2016
and
2015
,
305,031
and
337,303
additional shares of common stock, respectively, were issuable upon the settlement of outstanding restricted stock units. The effect of the shares that would be issued upon settlement of these restricted stock units 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
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||||||||
|
2016
|
|
2015
|
|
Percent
Change
|
|
2016
|
|
2015
|
|
Percent
Change
|
||||||||||
Net revenues
|
$
|
44,461
|
|
|
$
|
47,004
|
|
|
(5.4
|
)%
|
|
$
|
129,724
|
|
|
$
|
133,090
|
|
|
(2.5
|
)%
|
Cost of goods sold
|
8,725
|
|
|
10,416
|
|
|
(16.2
|
)
|
|
25,567
|
|
|
28,647
|
|
|
(10.8
|
)
|
||||
Gross profit
|
35,736
|
|
|
36,588
|
|
|
(2.3
|
)
|
|
104,157
|
|
|
104,443
|
|
|
(0.3
|
)
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
42,338
|
|
|
39,453
|
|
|
7.3
|
|
|
124,991
|
|
|
105,513
|
|
|
18.5
|
|
||||
Research and development
|
5,748
|
|
|
7,777
|
|
|
(26.1
|
)
|
|
19,895
|
|
|
23,014
|
|
|
(13.6
|
)
|
||||
Restructuring
|
2,376
|
|
|
—
|
|
|
100.0
|
|
|
2,376
|
|
|
—
|
|
|
100.0
|
|
||||
Legal settlement
|
8,000
|
|
|
—
|
|
|
100.0
|
|
|
8,000
|
|
|
—
|
|
|
100.0
|
|
||||
Total expenses
|
58,462
|
|
|
47,230
|
|
|
23.8
|
|
|
155,262
|
|
|
128,527
|
|
|
20.8
|
|
||||
Loss from operations
|
(22,726
|
)
|
|
(10,642
|
)
|
|
113.6
|
|
|
(51,105
|
)
|
|
(24,084
|
)
|
|
112.2
|
|
||||
Interest and other, net
|
10
|
|
|
(14
|
)
|
|
(171.4
|
)
|
|
(35
|
)
|
|
(69
|
)
|
|
(49.3
|
)
|
||||
Net loss
|
$
|
(22,716
|
)
|
|
$
|
(10,656
|
)
|
|
113.2
|
|
|
$
|
(51,140
|
)
|
|
$
|
(24,153
|
)
|
|
111.7
|
|
•
|
Cash provided by (used in) accounts receivable of
$7.5 million
and
$(10.9) million
during the
nine
months ended
March 31, 2016
and
2015
, respectively, was primarily due to the amount and timing of revenue during the
nine
months ended
March 31, 2016
and
2015
.
|
•
|
Cash used in inventories was
$4.3 million
and
$329,000
during the
nine
months ended
March 31, 2016
and
2015
, respectively. For the
nine
months ended
March 31, 2016
, the amount of cash used in inventories was primarily due to higher levels of finished goods for future sales. For the
nine
months ended
March 31, 2015
, the amount of cash used in inventories was primarily due to higher levels of raw materials for the manufacture of products.
|
•
|
Cash provided by prepaid expenses and other current assets was
$2.4 million
and
$166,000
during the
nine
months ended
March 31, 2016
and
2015
, respectively, primarily due to payment timing of vendor deposits and other expenditures.
|
•
|
Cash (used in) provided by accounts payable was
$(1.4) million
and
$826,000
during the
nine
months ended
March 31, 2016
and
2015
, respectively, due to the amount and timing of purchases and vendor payments.
|
•
|
The change in accrued expenses and other liabilities was
$12.8 million
and
$5.7 million
during the
nine
months ended
March 31, 2016
and
2015
, respectively. For the
nine
months ended
March 31, 2016
, the change in accrued expenses was primarily due to the restructuring accrual, benefits related to the former CEO's departure, and the estimated Department of Justice settlement. For the
nine
months ended
March 31, 2015
, the change in accrued expenses and other liabilities was primarily due to the amount and timing of compensation payments.
|
|
Nine Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Loss from operations
|
$
|
(51,105
|
)
|
|
$
|
(24,084
|
)
|
Add: Stock-based compensation
|
10,392
|
|
|
11,039
|
|
||
Add: Depreciation and amortization
|
2,900
|
|
|
1,417
|
|
||
Adjusted EBITDA
|
$
|
(37,813
|
)
|
|
$
|
(11,628
|
)
|
•
|
Stock-based compensation.
We exclude stock-based compensation expense from our non-GAAP financial measure 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.
|
•
|
Depreciation and amortization expense.
We exclude depreciation and amortization expense from our non-GAAP financial measure 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.
|
•
|
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.
|
•
|
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.
|
•
|
Our management exercises judgment in determining which types of charges or other items should be excluded from the non-GAAP financial measures we use.
|
Dated: May 6, 2016
|
|
|
CARDIOVASCULAR SYSTEMS, INC.
|
|
|
|
|
|
By
|
|
/s/ Scott R. Ward
|
|
|
|
Scott R. Ward
|
|
|
|
Interim President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
/s/ Laurence L. Betterley
|
|
|
|
Laurence L. Betterley
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Separation Agreement, between Cardiovascular Systems, Inc. and David Martin, dated February 26, 2016 (previously filed with the SEC as Exhibit 10.1 to and incorporated by reference from the Company's Current Report on Form 8-K filed February 29, 2016).
|
|
|
|
10.2*
|
|
Amendment No. 1 to Supply Agreement, between Cardiovascular Systems, Inc. and Fresenius Kabi AB, effective March 17, 2016.
|
|
|
|
10.3*+
|
|
Amendment No. 1 to Product Schedule, between Cardiovascular Systems, Inc. and Fresenius Kabi AB, effective March 17, 2016.
|
|
|
|
31.1*
|
|
Certification of Interim President and Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certification of Interim President and Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2**
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
Financial statements from the quarterly report on Form 10-Q of the Company for the quarter ended March 31, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Financial Statements.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
“3.5
|
Backorders and Shortages. If FRESENIUS experiences a backorder or shortage of raw materials, components or other items or supplies used in connection with the manufacture of the Products, FRESENIUS will inform CSI immediately and shall use all its resources to resolve a potential supply shortage as soon as possible. ”
|
14.6.1
|
Notwithstanding anything to the contrary set forth herein, if FRESENIUS elects to withdraw its regulatory file for Intralipid (injectable lipid emulsion) 10% in the USA, FRESENIUS will use commercial reasonable efforts to give CSI written notice 12 months before such a planned withdrawal, and at the end of such 12 month period CSI may make a final purchase for the USA from FRESENIUS of the Product in such quantities as CSI deems necessary.
|
14.6.2
|
Notwithstanding anything to the contrary set forth herein, if FRESENIUS elects to exit the business of making any Product, FRESENIUS will give CSI written notice 24 months before such exit and at the end of such 24 month period CSI may make a final purchase from FRESENIUS of the Product in such quantities as CSI deems necessary, and this Agreement will terminate effective as of the end of such 24 month period.
|
14.7
|
Survival. The Parties rights and obligations under Articles 1, 8, 9, 10, 11, and 12, the last sentence of Section 14.4, and this Section 14.7 will survive expiration or termination of this Agreement, however the same occurs.”
|
▪
|
Price FCA (Incoterms 2010)
|
▪
|
100% optical control
|
▪
|
Batch size = 15,500 containers
|
▪
|
Raw materials and packaging materials prices given by FRESENIUS standard suppliers.
|
▪
|
Product related registration fees (e.g., according to 21 CFR 820) are not included and have to be borne by CSI.”
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, 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 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 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.
|
|
By:
|
/s/ Scott R. Ward
|
Dated: May 6, 2016
|
|
Scott R. Ward
|
|
|
Interim President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cardiovascular Systems, 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 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 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.
|
|
By:
|
/s/ Laurence L. Betterley
|
Dated: May 6, 2016
|
|
Laurence L. Betterley
|
|
|
Chief Financial Officer
|
|
By:
|
/s/ Scott R. Ward
|
Dated: May 6, 2016
|
|
Scott R. Ward
|
|
|
Interim President and Chief Executive Officer
|
|
By:
|
/s/ Laurence L. Betterley
|
Dated: May 6, 2016
|
|
Laurence L. Betterley
|
|
|
Chief Financial Officer
|