|
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Delaware
|
|
No. 41-1698056
|
(State or other jurisdiction of
|
|
(IRS Employer
|
incorporation or organization)
|
|
Identification No.)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
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|
Smaller reporting company
|
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¨
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|
|
|
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Emerging growth company
|
|
¨
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|
PAGE
|
|
|
|
|
ITEM 1.
|
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
September 30,
2018 |
|
June 30,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
113,370
|
|
|
$
|
116,260
|
|
Accounts receivable, net
|
30,320
|
|
|
31,225
|
|
||
Inventories
|
18,095
|
|
|
16,605
|
|
||
Marketable securities
|
505
|
|
|
544
|
|
||
Prepaid expenses and other current assets
|
2,248
|
|
|
2,977
|
|
||
Total current assets
|
164,538
|
|
|
167,611
|
|
||
Property and equipment, net
|
27,388
|
|
|
27,744
|
|
||
Patents, net
|
5,501
|
|
|
5,231
|
|
||
Other assets
|
2,883
|
|
|
2,766
|
|
||
Total assets
|
$
|
200,310
|
|
|
$
|
203,352
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
13,005
|
|
|
$
|
10,441
|
|
Accrued expenses
|
22,008
|
|
|
25,776
|
|
||
Deferred revenue
|
1,248
|
|
|
1,243
|
|
||
Total current liabilities
|
36,261
|
|
|
37,460
|
|
||
Long-term liabilities
|
|
|
|
||||
Financing obligation
|
21,045
|
|
|
21,064
|
|
||
Deferred revenue
|
8,122
|
|
|
8,946
|
|
||
Other liabilities
|
903
|
|
|
1,412
|
|
||
Total liabilities
|
66,331
|
|
|
68,882
|
|
||
Commitments and contingencies (see Note 7)
|
|
|
|
||||
Common stock, $0.001 par value; authorized 100,000,000 common shares; issued and outstanding 34,703,282 at September 30, 2018 and 33,360,032 at June 30, 2018, respectively
|
33
|
|
|
33
|
|
||
Additional paid in capital
|
465,382
|
|
|
461,927
|
|
||
Accumulated other comprehensive income
|
—
|
|
|
101
|
|
||
Accumulated deficit
|
(331,436
|
)
|
|
(327,591
|
)
|
||
Total stockholders’ equity
|
133,979
|
|
|
134,470
|
|
||
Total liabilities and stockholders’ equity
|
$
|
200,310
|
|
|
$
|
203,352
|
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Net revenues
|
$
|
56,266
|
|
|
$
|
49,676
|
|
Cost of goods sold
|
10,575
|
|
|
9,202
|
|
||
Gross profit
|
45,691
|
|
|
40,474
|
|
||
Expenses:
|
|
|
|
||||
Selling, general and administrative
|
41,242
|
|
|
35,918
|
|
||
Research and development
|
7,417
|
|
|
6,308
|
|
||
Total expenses
|
48,659
|
|
|
42,226
|
|
||
Loss from operations
|
(2,968
|
)
|
|
(1,752
|
)
|
||
Other (income) expense, net:
|
|
|
|
||||
Interest expense
|
424
|
|
|
432
|
|
||
Interest income and other, net
|
(537
|
)
|
|
(240
|
)
|
||
Total other (income) expense, net
|
(113
|
)
|
|
192
|
|
||
Loss before income taxes
|
(2,855
|
)
|
|
(1,944
|
)
|
||
Provision for income taxes
|
33
|
|
|
33
|
|
||
Net loss
|
$
|
(2,888
|
)
|
|
$
|
(1,977
|
)
|
|
|
|
|
||||
Basic and diluted earnings per share
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
|
|
|
|
||||
Basic and diluted weighted average shares outstanding
|
33,425,065
|
|
|
32,968,712
|
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(2,888
|
)
|
|
$
|
(1,977
|
)
|
Other comprehensive income:
|
|
|
|
||||
Unrealized gain on available for sale securities
|
—
|
|
|
12
|
|
||
Adjustment for net gain realized and included in other income, net
|
—
|
|
|
(8
|
)
|
||
Total change in unrealized gain on available for sale securities
|
—
|
|
|
4
|
|
||
Comprehensive loss
|
$
|
(2,888
|
)
|
|
$
|
(1,973
|
)
|
|
Common Stock
|
|
Additional
Paid In
Capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated
Deficit
|
|
Total
|
||||||||||
|
|
|
|
||||||||||||||||
Balances at June 30, 2018
|
$
|
33
|
|
|
$
|
461,927
|
|
|
$
|
101
|
|
|
$
|
(327,591
|
)
|
|
$
|
134,470
|
|
Impact from adoption of ASU 2016-01
(See Note 5)
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
101
|
|
|
—
|
|
|||||
Stock-based compensation related to restricted stock awards, net
|
—
|
|
|
3,384
|
|
|
—
|
|
|
—
|
|
|
3,384
|
|
|||||
Shares withheld for payroll taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,058
|
)
|
|
(1,058
|
)
|
|||||
Exercise of stock options at $8.75 per share
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,888
|
)
|
|
(2,888
|
)
|
|||||
Balances at September 30, 2018
|
$
|
33
|
|
|
$
|
465,382
|
|
|
$
|
—
|
|
|
$
|
(331,436
|
)
|
|
$
|
133,979
|
|
|
Common Stock
|
|
Additional
Paid In
Capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated
Deficit
|
|
Total
|
||||||||||
|
|
|
|
||||||||||||||||
Balances at June 30, 2017
|
$
|
33
|
|
|
$
|
447,559
|
|
|
$
|
100
|
|
|
$
|
(329,303
|
)
|
|
$
|
118,389
|
|
Stock-based compensation related to restricted stock awards, net
|
—
|
|
|
3,380
|
|
|
—
|
|
|
—
|
|
|
3,380
|
|
|||||
Exercise of stock options at $7.90 per share
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|||||
Unrealized gain on marketable securities
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Net gain reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,977
|
)
|
|
(1,977
|
)
|
|||||
Balances at September 30, 2017
|
$
|
33
|
|
|
$
|
451,246
|
|
|
$
|
104
|
|
|
$
|
(331,280
|
)
|
|
$
|
120,103
|
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(2,888
|
)
|
|
$
|
(1,977
|
)
|
Adjustments to reconcile net loss to net cash used in operations
|
|
|
|
||||
Depreciation of property and equipment
|
801
|
|
|
994
|
|
||
Amortization and write-off of patents
|
53
|
|
|
49
|
|
||
Provision for doubtful accounts
|
50
|
|
|
100
|
|
||
Stock-based compensation
|
3,156
|
|
|
3,070
|
|
||
Changes in assets and liabilities
|
|
|
|
||||
Accounts receivable
|
855
|
|
|
1,056
|
|
||
Inventories
|
(1,490
|
)
|
|
(138
|
)
|
||
Prepaid expenses and other assets
|
828
|
|
|
(643
|
)
|
||
Accounts payable
|
2,471
|
|
|
229
|
|
||
Accrued expenses and other liabilities
|
(4,291
|
)
|
|
(5,240
|
)
|
||
Deferred revenue
|
(819
|
)
|
|
—
|
|
||
Net cash used in operating activities
|
(1,274
|
)
|
|
(2,500
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(596
|
)
|
|
(569
|
)
|
||
Sales of marketable securities
|
51
|
|
|
47
|
|
||
Costs incurred in connection with patents
|
(79
|
)
|
|
(455
|
)
|
||
Net cash used in investing activities
|
(624
|
)
|
|
(977
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Payment of employee taxes related to vested restricted stock
|
(1,058
|
)
|
|
—
|
|
||
Exercise of stock options
|
71
|
|
|
306
|
|
||
Other
|
(5
|
)
|
|
6
|
|
||
Net cash (used in) provided by financing activities
|
(992
|
)
|
|
312
|
|
||
Net change in cash and cash equivalents
|
(2,890
|
)
|
|
(3,165
|
)
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
116,260
|
|
|
107,912
|
|
||
End of period
|
$
|
113,370
|
|
|
$
|
104,747
|
|
|
September 30,
|
|
June 30,
|
||||
|
2018
|
|
2018
|
||||
Accounts receivable
|
$
|
31,126
|
|
|
$
|
32,025
|
|
Less: Allowance for doubtful accounts
|
(806
|
)
|
|
(800
|
)
|
||
Accounts receivable, net
|
$
|
30,320
|
|
|
$
|
31,225
|
|
|
September 30,
|
|
June 30,
|
||||
|
2018
|
|
2018
|
||||
Raw materials
|
$
|
6,588
|
|
|
$
|
6,820
|
|
Work in process
|
1,360
|
|
|
1,315
|
|
||
Finished goods
|
10,147
|
|
|
8,470
|
|
||
Inventories
|
$
|
18,095
|
|
|
$
|
16,605
|
|
|
September 30,
|
|
June 30,
|
||||
|
2018
|
|
2018
|
||||
Land
|
$
|
500
|
|
|
$
|
500
|
|
Building
|
22,420
|
|
|
22,420
|
|
||
Equipment
|
16,799
|
|
|
16,510
|
|
||
Furniture
|
2,709
|
|
|
2,709
|
|
||
Leasehold improvements
|
438
|
|
|
438
|
|
||
Construction in progress
|
1,245
|
|
|
1,110
|
|
||
|
44,111
|
|
|
43,687
|
|
||
Less: Accumulated depreciation
|
(16,723
|
)
|
|
(15,943
|
)
|
||
Property and equipment, net
|
$
|
27,388
|
|
|
$
|
27,744
|
|
|
September 30,
|
|
June 30,
|
||||
|
2018
|
|
2018
|
||||
Commissions
|
$
|
5,753
|
|
|
$
|
7,234
|
|
Salaries and bonus
|
2,976
|
|
|
6,624
|
|
||
Accrued vacation
|
3,718
|
|
|
3,557
|
|
||
Accrued excise, sales and other taxes
|
3,545
|
|
|
3,522
|
|
||
Legal settlement
|
1,855
|
|
|
1,847
|
|
||
Clinical studies
|
1,432
|
|
|
1,422
|
|
||
Other accrued expenses
|
2,729
|
|
|
1,570
|
|
||
Accrued expenses
|
$
|
22,008
|
|
|
$
|
25,776
|
|
|
September 30,
|
|
June 30,
|
||||
|
2018
|
|
2018
|
||||
Deferred grant incentive
|
$
|
457
|
|
|
$
|
460
|
|
Deferred compensation
|
403
|
|
|
395
|
|
||
Legal settlement
|
—
|
|
|
467
|
|
||
Other non-current liabilities
|
43
|
|
|
90
|
|
||
Other liabilities
|
$
|
903
|
|
|
$
|
1,412
|
|
Nine months ended June 30, 2019
|
$
|
1,278
|
|
Fiscal 2020
|
1,750
|
|
|
Fiscal 2021
|
1,803
|
|
|
Fiscal 2022
|
1,857
|
|
|
Fiscal 2023
|
1,913
|
|
|
Thereafter
|
19,375
|
|
|
|
$
|
27,976
|
|
|
|
|
|
Fair Value Measurements as of September 30, 2018
Using Inputs Considered as
|
||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Mutual funds
|
|
$
|
505
|
|
|
$
|
179
|
|
|
$
|
326
|
|
|
$
|
—
|
|
Total short-term investments
|
|
$
|
505
|
|
|
$
|
179
|
|
|
$
|
326
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurements as of June 30, 2018
Using Inputs Considered as
|
||||||||||||
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Mutual funds
|
|
$
|
544
|
|
|
$
|
199
|
|
|
$
|
345
|
|
|
$
|
—
|
|
Total short-term investments
|
|
$
|
544
|
|
|
$
|
199
|
|
|
$
|
345
|
|
|
$
|
—
|
|
|
Number of
Shares
|
|
Weighted
Average Fair
Value
|
|||
Outstanding at June 30, 2018
|
455,216
|
|
|
$
|
24.77
|
|
Granted
|
173,529
|
|
|
$
|
37.52
|
|
Forfeited
|
(8,553
|
)
|
|
$
|
25.83
|
|
Vested
|
(143,413
|
)
|
|
$
|
25.83
|
|
Outstanding at September 30, 2018
|
476,779
|
|
|
$
|
29.08
|
|
|
Number of
Shares
|
|
Weighted
Average Fair
Value
|
|||
Outstanding at June 30, 2018
|
531,178
|
|
|
$
|
12.69
|
|
Granted
|
210,020
|
|
|
$
|
22.54
|
|
Forfeited
|
(527
|
)
|
|
$
|
12.95
|
|
Outstanding at September 30, 2018
|
740,671
|
|
|
$
|
15.49
|
|
Nine months ended June 30, 2019
|
$
|
383
|
|
Fiscal 2020
|
387
|
|
|
Fiscal 2021
|
31
|
|
|
Fiscal 2022
|
3
|
|
|
|
$
|
804
|
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Numerator
|
|
|
|
||||
Net loss
|
$
|
(2,888
|
)
|
|
$
|
(1,977
|
)
|
Income allocated to participating securities
|
—
|
|
|
—
|
|
||
Net loss available to common stockholders
|
$
|
(2,888
|
)
|
|
$
|
(1,977
|
)
|
Denominator
|
|
|
|
||||
Weighted average common shares outstanding – basic
|
33,425,065
|
|
|
32,968,712
|
|
||
Effect of dilutive stock options
(1)
|
—
|
|
|
—
|
|
||
Effect of dilutive restricted stock units
(2)
|
—
|
|
|
—
|
|
||
Effect of performance-based restricted stock awards
(3)
|
—
|
|
|
—
|
|
||
Weighted average common shares outstanding – diluted
|
33,425,065
|
|
|
32,968,712
|
|
||
|
|
|
|
||||
Earnings per common share – basic and diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.06
|
)
|
(1)
|
At September 30, 2018 and 2017,
14,234
and
39,381
stock options were outstanding, respectively. 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.
|
(2)
|
At September 30, 2018 and 2017,
354,176
and
335,869
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.
|
(3)
|
At September 30, 2018 and 2017,
740,671
and
562,315
performance-based restricted stock awards, respectively, were outstanding. The effect of the potential vesting of these awards 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
September 30, |
|||||||||
|
2018
|
|
2017
|
|
Percent
Change
|
|||||
Net revenues
|
$
|
56,266
|
|
|
$
|
49,676
|
|
|
13.3
|
%
|
Cost of goods sold
|
10,575
|
|
|
9,202
|
|
|
14.9
|
|
||
Gross profit
|
45,691
|
|
|
40,474
|
|
|
12.9
|
|
||
Expenses:
|
|
|
|
|
|
|||||
Selling, general and administrative
|
41,242
|
|
|
35,918
|
|
|
14.8
|
|
||
Research and development
|
7,417
|
|
|
6,308
|
|
|
17.6
|
|
||
Total expenses
|
48,659
|
|
|
42,226
|
|
|
15.2
|
|
||
Loss from operations
|
(2,968
|
)
|
|
(1,752
|
)
|
|
69.4
|
|
||
Other (income) expense, net
|
(113
|
)
|
|
192
|
|
|
(158.9
|
)
|
||
Loss before income taxes
|
(2,855
|
)
|
|
(1,944
|
)
|
|
46.9
|
|
||
Provision for income taxes
|
33
|
|
|
33
|
|
|
—
|
|
||
Net loss
|
$
|
(2,888
|
)
|
|
$
|
(1,977
|
)
|
|
46.1
|
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Net cash used in operating activities
|
$
|
(1,274
|
)
|
|
$
|
(2,500
|
)
|
Net cash used in investing activities
|
(624
|
)
|
|
(977
|
)
|
||
Net cash (used in) provided by financing activities
|
(992
|
)
|
|
312
|
|
||
Net change in cash and cash equivalents
|
$
|
(2,890
|
)
|
|
$
|
(3,165
|
)
|
|
Three Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
Net loss
|
$
|
(2,888
|
)
|
|
$
|
(1,977
|
)
|
Less: Other (income) expense, net
|
(113
|
)
|
|
192
|
|
||
Less: Provision for income taxes
|
33
|
|
|
33
|
|
||
Loss from operations
|
(2,968
|
)
|
|
(1,752
|
)
|
||
Add: Stock-based compensation
|
3,156
|
|
|
3,070
|
|
||
Add: Depreciation and amortization
|
854
|
|
|
1,043
|
|
||
Adjusted EBITDA
|
$
|
1,042
|
|
|
$
|
2,361
|
|
•
|
Stock-based compensation.
Our management 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 and ability to make additional investments in our company, and it allows for greater transparency to certain line items in our financial statements.
|
•
|
Depreciation and amortization expense.
Our management believes that excluding these items from our non-GAAP results is useful to investors to understand our operational performance and ability to make additional investments in our 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.
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
|
|||
July 1 to July 31, 2018
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
August 1 to August 31, 2018
(1)
|
28,555
|
|
|
$
|
37.07
|
|
|
N/A
|
|
N/A
|
September 1 to September 30, 2018
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
|
28,555
|
|
|
$
|
37.07
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
101*
|
|
Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2018, 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 Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Financial Statements.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
Dated: November 2, 2018
|
|
|
CARDIOVASCULAR SYSTEMS, INC.
|
|
|
|
|
|
By
|
|
/s/ Scott R. Ward
|
|
|
|
Scott R. Ward
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
By
|
|
/s/ Jeffrey S. Points
|
|
|
|
Jeffrey S. Points
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
•
|
I have read this Separation Agreement and Release carefully.
|
•
|
I understand and agree to all of the terms of the Separation Agreement and Release.
|
•
|
I am knowingly and voluntarily releasing my claims against CSI and the other persons and entities defined as the Released Parties.
|
•
|
I have not, in signing this Agreement, relied upon any statements or explanations made by CSI except as for those specifically set forth in this Separation Agreement and Release.
|
•
|
I intend this Separation Agreement and Release to be legally binding.
|
•
|
I am signing this Separation Agreement and Release on or after my last day of employment with CSI.
|
I.
|
Amended Terms
. The Landlord and the Tenant agree that the following provisions of the Lease Amendments are hereby amended as follows:
|
II.
|
Agreement to Remain in Force
. Other than the provisions of the Lease Amendments expressly amended herein, the Lease shall remain in full force and its enforceability shall be unaffected by this Third Lease Amendment.
|
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.
|
/s/ Scott R. Ward
|
Scott R. Ward
Chairman, 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.
|
/s/ Jeffrey S. Points
|
Jeffrey S. Points
Chief Financial Officer
|
/s/ Scott R. Ward
|
Scott R. Ward
Chairman, President and Chief Executive Officer
|
/s/ Jeffrey S. Points
|
Jeffrey S. Points
Chief Financial Officer
|