e425
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Filed by Replidyne, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Cardiovascular Systems, Inc.
Commission File No. 000-53478 |
CARDIOVASCULAR SYSTEMS REPORTS FISCAL SECOND-QUARTER 2009 FINANCIAL RESULTS
Revenue Increases 200 Percent from Fiscal Second Quarter 2008
Conference call scheduled for today, Wednesday, February 11, 2009 at 4 PM CT (5 PM ET)
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Second-quarter revenue increases to $14.0 million in fiscal 2009 from $4.6 million in
fiscal 2008; |
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Current quarter gross margin rises to 70 percent from 53 percent in 2008; |
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Merger expected to close on or about February 25, 2009; |
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Next-generation Diamondback 360º Orbital Atherectomy System launched. |
St. Paul, Minn., February 11, 2009 Cardiovascular Systems, Inc. (CSI), a medical device company
developing and commercializing innovative interventional treatment systems for vascular disease,
today reported financial results for its fiscal second quarter ended December 31, 2008. CSI also
reported it expects to close its previously announced merger transaction on or about February 25,
2009, in which CSI will combine its business with Replidyne, Inc. (Nasdaq: RDYN) in an all-stock
transaction. The combined company will be named Cardiovascular Systems, Inc. and it has applied for
listing on the Nasdaq Global Market under the symbol CSII.
CSIs revenue in the second quarter of fiscal 2009 rose to $14.0 million, a 200 percent increase
over revenue of $4.6 million in the second quarter of fiscal 2008. The second-quarter net loss
improved 11 percent to $(8.7) million from $(9.8) million in the second quarter of fiscal 2008. Net
loss available to common shareholders, which includes the effect of accretion of redeemable
convertible preferred stock, was $(11.7) million compared with $(10.1) million last year,
reflecting an increase in preferred stock accretion of $2.6 million. Basic and diluted loss per
common share was $(1.51) versus $(1.56) in last years second quarter. The number of weighted
average common shares increased by 1.2 million from the issuance of restricted stock and exercise
of stock options.
David L. Martin, CSI president and chief executive officer, noted: CSIs fiscal second-quarter
revenue was driven by solid increases in both the number of accounts and Diamondback 360º devices
sold. Over the last year, our direct sales staff grew to nearly 90 professionals from 20, and we
are seeing the results of this investment. To sustain our growth, we have continued to make
additional investments in infrastructure and product development.
The number of hospitals using the Diamondback 360º system rose to 400 by the end of the second
quarter, up from 283 at the end of the first quarter of fiscal 2009 and 39 at the end of the second
quarter of fiscal 2008. Sales of disposable units also showed strong growth with nearly 4,400 units
sold in the second quarter this year, up from 3,600 units in first quarter this fiscal year and
1,400 units in the second quarter of fiscal 2008.
Martin continued, Revenue has grown significantly each quarter since CSI commercially launched the
Diamondback 360º system in September 2007 a strong endorsement of our product. The Diamondback
360º system is demonstrating its utility in treating a broad range of plaque types, especially
calcified
plaque, both above and below the knee. The products efficacy, safety, ease of use, and procedure
speed make it a valuable tool for every peripheral lab in the battle against peripheral arterial
disease.
This years second-quarter gross margin increased to 70 percent from 53 percent in the same period
last year, driven by higher disposable volumes and manufacturing efficiencies. Sales, general and
administrative expenses rose 55 percent to $14.9 million, reflecting the increase in the sales
organization and infrastructure investments to support growth. CSI continues to emphasize product
development and innovation. As a result, research and development rose 16 percent to $3.5 million.
In the first six months of fiscal 2009, revenue grew to $25.6 million, more than five times greater
than the $4.6 million in the same period last year, which only had one quarter of revenue due to
the timing of FDA clearance to market the initial Diamondback 360º product. The gross margin in the
first six months of fiscal 2009 was 69 percent, up from 41 percent in the same period last year,
due to higher product volumes and manufacturing efficiencies. In the first half of fiscal 2009, the
net loss was $(22.4) million, compared to $(17.2) million in the first half of fiscal 2008. The
higher net loss was due to significant investments in sales and marketing, and infrastructure to
support growth, as well as product development. The net loss available to common shareholders,
including accretion of preferred stock, was $(25.4) million, or $(3.29) per diluted share, in the
first half of fiscal 2009, compared to $(22.4) million, or $(3.50) per diluted share, in the
comparable period last year.
New Product Introductions
In December 2008, CSI introduced the next generation of the Diamondback 360o Orbital
Atherectomy System, its minimally invasive catheter system for treating peripheral arterial disease
(PAD). Major enhancements include a new handle for treating longer lesions without repositioning
the device; improved fluid management; a one-click-connect feature to attach tubing and cables; and
a convenient saline infusion port.
Martin added, The next-generation system represents great progress in CSIs product development
program and reflects our commitment to continuous improvement in the efficacy, speed, safety and
ease of use of our product. The systems new features are in direct response to needs voiced by our
physician customers. In addition, we introduced two supplemental products that will enhance our
sales productivity, and we are actively pursuing additional products to supplement our leadership
position in the treatment of PAD. Some of these products are expected to be introduced later this
calendar year.
New supplemental products recently introduced include ViperSlide an exclusive lubrication
designed to optimize the smooth operation of the Diamondback 360º System; and ViperTrack a
radiopaque tape designed to assist in identifying lesion lengths and the best treatment strategy
for procedures using fluoroscopic or radiographic imaging.
Fiscal 2009 Guidance
For the last six months of fiscal year 2009, ending June 30, 2009, CSI expects revenue to range
between $31.0 million and $33.0 million, bringing the expected full fiscal years revenue to
between $56.6 million and $58.6 million. This represents growth of greater than 150 percent over
fiscal year 2008 and a 21 percent to 29 percent increase in the second half of fiscal 2009 over the
first half of the year. Gross margin is anticipated to be in the range of 70 percent to 73 percent
for the six-month period. The company also expects a net loss for the last six months of fiscal
year 2009 ranging from $(17.0) million to $(19.0) million, compared to $(22.4) million in the first
half of the year. The net loss improvement results from increasing revenue and gross profit, with
lower operating expense growth. The improvement is more pronounced on an adjusted EBITDA basis,
calculated as loss from operations less depreciation and amortization and stock-based compensation
expense. The loss range on an adjusted EBITDA basis is
expected to be approximately $(10.0) million
to $(12.0) million in the last half of fiscal 2009, a substantial improvement from the $(18.8)
million negative adjusted EBITDA in the first half of fiscal 2009.
Merger Update
A joint proxy statement/prospectus relating to the proposed merger has been mailed to the
shareholders of CSI and Replidyne, and the special shareholder meetings of both companies to vote
on the transaction are scheduled for February 24. If approved, the transaction is expected to close
on or about February 25.
Martin added, This merger is our best opportunity to obtain financing and become listed on a major
U.S. stock exchange in exceptionally difficult financial markets, giving our shareholders the
potential to realize future value. Through this transaction, we expect to receive $35.0 million to
$37.0 million in net assets, primarily cash, which should be sufficient to bridge CSI to
profitability and positive cash flow.
Under this agreement, current CSI shareholders will own approximately 83 percent of the combined
company (calculated on a fully diluted basis using the treasury method for stock options and
warrants). The combined company will be named Cardiovascular Systems, Inc. and has applied for
listing on the Nasdaq Global Market under the symbol CSII.
All of CSIs stock, including common and preferred, will be converted into common stock in the
combined company. When added to Replidynes outstanding shares, the combined companys total common
shares outstanding are expected to be between 136 million and 142 million, which is expected to be
reduced via a reverse split, the ratio for which will be finalized near the closing date.
About the Diamondback 360°TM Orbital Atherectomy System and PAD
CSIs Diamondback 360° Orbital Atherectomy System is a minimally invasive catheter system for the
treatment of peripheral arterial disease, or PAD, which affects approximately 8 million to 12
million people in the U.S. PAD is caused by the accumulation of plaque in peripheral arteries
(commonly the pelvis or leg), reducing blood flow. The plaque deposits range from soft to
calcified, with calcified plaque being difficult to treat with traditional interventional
procedures. The Diamondback 360° is capable of treating a broad range of plaque types both above
and below the knee, including calcified vessel lesions, and addresses many of the limitations
associated with existing treatment alternatives. In August 2007, the U.S. FDA granted 510(k)
clearance for the use of the Diamondback 360° as a therapy in patients with PAD, and CSI commenced
a commercial introduction of the product in the United States in September 2007.
CSI has conducted three clinical trials involving 207 patients to demonstrate the safety and
efficacy of the Diamondback 360° in treating PAD. In particular, the pivotal OASIS clinical trial
was a prospective 20-center study that enrolled 124 patients with 201 treated lesions and met the
study endpoints. CSI was the first, and so far the only, company to conduct a prospective
multi-center clinical trial with a prior investigational device exemption, or IDE, in support of a
510(k) clearance for an atherectomy device.
The Diamondback 360° provides a platform that can be leveraged across multiple market segments. CSI
plans to launch additional products to more efficiently treat lesions in larger vessels and to seek
premarket approval (PMA) from the FDA to use the Diamondback 360° to treat patients with coronary
artery disease.
Conference Call Today at 4 PM CT (5 PM ET)
Cardiovascular Systems Inc. will host a live conference call and webcast of its fiscal
second-quarter 2009 results today, Wednesday, February 11, 2009, at 4 p.m. CT (5 p.m. ET). To
access the call dial (888) 713-4213 and enter 80520252. Please dial in at least 10 minutes prior to
the call. To listen to the live webcast, go to the investor information section of the companys
Web site, www.csi360.com, and click on the webcast icon. A webcast replay will be available
beginning at 7 p.m. CT the same day.
For an audio replay of the conference call, dial (888) 286-8010 and enter access number 71792538.
The audio replay will be available beginning at 8 p.m. CT on Wednesday, February 11, 2009, through
6 p.m. CT on Monday, February 16, 2009.
Safe Harbor
This press release contains plans, intentions, objectives, estimates and expectations that
constitute forward-looking statements about Replidyne and CSI that involve significant risks and
uncertainties. Examples of such statements include, but are not limited to, the anticipated closing
date of the merger, the expected cash that will be available to CSI at the closing of the merger,
the anticipated benefits of the transaction, including the sufficiency of Replidynes net assets to
bridge CSI to profitability and a positive cash flow, the expected ownership of CSI shareholders in
the combined company, the number of shares outstanding following the merger, and CSIs expectation
for revenues, gross margin, net loss, and adjusted EBITDA for the last six months of the fiscal
year ending June 30, 2009. Actual results could differ materially from those discussed in the
forward-looking statements due to a number of factors including the outcome of the shareholder vote
for the proposed merger; the outcome of Replidynes efforts to wind up its business including the
disposition of its research pipeline programs; Replidynes actual net assets at the closing of the
merger; the number of outstanding shares of CSI and Replidyne immediately prior to the closing of
the merger; regulatory developments in the U.S. and foreign countries; the experience of physicians
regarding the effectiveness and reliability of the Diamondback 360º; competition from other
devices; unanticipated developments affecting CSIs estimates regarding expenses, future revenues
and capital requirements; and CSIs ability to obtain and maintain intellectual property protection
for product candidates. These and additional risks and uncertainties are described more fully in
CSIs registration statement on Form 10 filed with the Securities and Exchange Commission (SEC) on
December 17, 2008, Replidynes Form S-4 filed with the SEC on January 26, 2009, and Replidynes
most recent Form 10-Q filed with the SEC. Copies of filings made with the SEC are available through
the SECs electronic data gathering analysis and retrieval system (EDGAR) at www.sec.gov. All
forward-looking statements made in the press release are made as of the date hereof and neither
Replidyne nor CSI assumes any obligation to update the forward-looking statements in the document.
Additional Information About the Merger and Where to Find It
This communication may be deemed to be solicitation material with respect to the proposed
transaction between CSI and Replidyne. In connection with the transaction, Replidyne has filed a
registration statement on Form S-4 with the SEC containing a related proxy statement/prospectus.
The proxy statement/prospectus has been mailed to the stockholders of Replidyne and CSI. Investors
and security holders of Replidyne and CSI are urged to read the proxy statement/prospectus because
it contains important information about Replidyne, CSI and the proposed transaction. The proxy
statement/prospectus, and any other documents filed by Replidyne or CSI with the SEC, may be
obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by Replidyne by contacting
Replidyne Investor Relations by email at ir@replidyne.com or by telephone at (303) 996-5522.
Investors and security holders may obtain free copies of the documents filed with the SEC by CSI by
contacting CSI by telephone at (651) 259-1000. Investors and security holders are urged to read the
proxy statement/prospectus and the other relevant materials before making any voting decision with
respect to the proposed transaction.
Replidyne and CSI and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from their shareholders in favor of the proposed
transaction. Information about the directors and executive officers of Replidyne and CSI and their
respective interests in the proposed transaction is available in the proxy statement/prospectus.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional information about the merger transaction is available online at www.Replidyne.com or
www.csi360.com.
Use of Non-GAAP Financial Measures
To supplement CSIs consolidated condensed financial statements prepared in accordance with U.S.
generally accepted accounting principles (GAAP), CSI uses certain non-GAAP financial measures in
this release. Reconciliations of the non-GAAP financial measures used in this release to the most
comparable U.S. GAAP measures for the respective periods can be found in tables later in this
release immediately following the consolidated statements of operations. Non-GAAP financial
measures have limitations as analytical tools and should not be considered in isolation or as a
substitute for CSIs financial results prepared in accordance with GAAP.
About Cardiovascular Systems Inc.
Cardiovascular Systems Inc. is a medical device company focused on developing and commercializing
interventional treatment systems for vascular disease. For more information visit the companys Web
site at www.csi360.com.
Contacts:
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For Cardiovascular Systems Inc.
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Padilla Speer Beardsley: |
Investor Relations
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Marian Briggs |
(651) 259-2800
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(612) 455-1742 |
investorrelations@csi360.com
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mbriggs@psbpr.com |
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Nancy A. Johnson |
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(612) 455-1745 |
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njohnson@psbpr.com |
Cardiovascular Systems, Inc.
Consolidated Statements of Operations
(Dollars in Thousands, except per share and share amounts)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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December 31, |
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December 31, |
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2008 |
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2007 |
|
|
2008 |
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|
2007 |
|
Revenues |
|
$ |
14,004 |
|
|
$ |
4,631 |
|
|
$ |
25,650 |
|
|
$ |
4,631 |
|
Cost of goods sold |
|
|
4,153 |
|
|
|
2,193 |
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|
|
8,034 |
|
|
|
2,732 |
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|
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|
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|
|
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|
Gross profit |
|
|
9,851 |
|
|
|
2,438 |
|
|
|
9,851 |
|
|
|
1,899 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
14,949 |
|
|
|
9,629 |
|
|
|
31,373 |
|
|
|
13,181 |
|
Research and development |
|
|
3,469 |
|
|
|
2,996 |
|
|
|
8,424 |
|
|
|
6,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
18,418 |
|
|
|
12,625 |
|
|
|
39,797 |
|
|
|
19,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(8,567 |
) |
|
|
(10,187 |
) |
|
|
(22,181 |
) |
|
|
(17,606 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(799 |
) |
|
|
|
|
|
|
(1,026 |
) |
|
|
(216 |
) |
Interest income |
|
|
2,867 |
|
|
|
419 |
|
|
|
3,009 |
|
|
|
613 |
|
Impairment on investments |
|
|
(2,233 |
) |
|
|
|
|
|
|
(2,233 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other (expense) income |
|
|
(165 |
) |
|
|
419 |
|
|
|
(250 |
) |
|
|
397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(8,732 |
) |
|
|
(9,768 |
) |
|
|
(22,431 |
) |
|
|
(17,209 |
) |
Accretion of redeemable
convertible preferred stock |
|
|
(2,997 |
) |
|
|
(353 |
) |
|
|
(2,997 |
) |
|
|
(5,206 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common
shareholders |
|
$ |
(11,729 |
) |
|
$ |
(10,121 |
) |
|
$ |
(25,428 |
) |
|
$ |
(22,415 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(1.51 |
) |
|
$ |
(1.56 |
) |
|
$ |
(3.29 |
) |
|
$ |
(3.50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
used in computation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
7,756,147 |
|
|
|
6,508,541 |
|
|
|
7,724,197 |
|
|
|
6,400,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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Stock-based compensation supplemental detail (included in amounts above):
(Dollars in Thousands) (unaudited) |
Cost of goods sold |
|
$ |
100 |
|
|
$ |
69 |
|
|
$ |
275 |
|
|
$ |
69 |
|
Selling, general and administrative |
|
|
1,340 |
|
|
|
4,500 |
|
|
|
2,724 |
|
|
|
4,777 |
|
Research and development |
|
|
108 |
|
|
|
27 |
|
|
|
222 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
1,548 |
|
|
$ |
4,596 |
|
|
$ |
3,220 |
|
|
$ |
4,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cardiovascular Systems, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
June 30, |
|
|
|
2008 |
|
|
2008 |
|
ASSETS
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
6,370 |
|
|
$ |
7,595 |
|
Accounts receivable, net |
|
|
7,351 |
|
|
|
4,897 |
|
Inventories |
|
|
3,072 |
|
|
|
3,776 |
|
Prepaid expenses and other current assets |
|
|
1,757 |
|
|
|
1,936 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
18,550 |
|
|
|
18,204 |
|
Auction rate security put option |
|
|
2,700 |
|
|
|
|
|
Investments, trading |
|
|
19,500 |
|
|
|
|
|
Investments, available for sale |
|
|
|
|
|
|
21,733 |
|
Property and equipment, net |
|
|
1,291 |
|
|
|
1,041 |
|
Patents, net |
|
|
1,163 |
|
|
|
980 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
43,204 |
|
|
$ |
41,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS (DEFICIENCY) EQUITY
|
Current liabilities |
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
27,821 |
|
|
$ |
11,888 |
|
Accounts payable |
|
|
4,188 |
|
|
|
5,851 |
|
Accrued expenses |
|
|
5,242 |
|
|
|
3,467 |
|
Deferred revenue |
|
|
|
|
|
|
116 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
37,251 |
|
|
|
21,322 |
|
|
|
|
|
|
|
|
Long-term liabilities |
|
|
|
|
|
|
|
|
Long-term debt, net of current maturities |
|
|
2,100 |
|
|
|
|
|
Redeemable convertible preferred stock warrants |
|
|
4,226 |
|
|
|
3,986 |
|
Deferred rent |
|
|
100 |
|
|
|
100 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
6,426 |
|
|
|
4,086 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
43,677 |
|
|
|
25,408 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock |
|
|
101,239 |
|
|
|
98,242 |
|
Shareholders (deficiency) equity |
|
|
|
|
|
|
|
|
Common stock |
|
|
39,869 |
|
|
|
35,933 |
|
Common stock warrants |
|
|
2,152 |
|
|
|
680 |
|
Accumulated deficit |
|
|
(143,733 |
) |
|
|
(118,305 |
) |
|
|
|
|
|
|
|
Total shareholders (deficiency) equity |
|
|
(101,712 |
) |
|
|
(81,692 |
) |
|
|
|
|
|
|
|
Total liabilities and shareholders (deficiency) equity |
|
$ |
43,204 |
|
|
$ |
41,958 |
|
|
|
|
|
|
|
|
Non-GAAP Financial Measures
To supplement CSIs consolidated condensed financial statements prepared in accordance with GAAP,
CSI uses certain non-GAAP financial measures in this release. These non-GAAP financial measures
include Supplemental Sales Information, and Adjusted EBITDA.
Reconciliations of the non-GAAP financial measures used in this release to the most comparable U.S.
GAAP measures for the respective periods can be found in the tables below. In addition, an
explanation of the manner in which CSIs management uses these non-GAAP measures to conduct and
evaluate its business, the economic substance behind managements decision to use these non-GAAP
measures, the substantive reasons why management believes that these non-GAAP measures provide
useful information to investors, the material limitations associated with the use of these non-GAAP
measures and the manner in which management compensates for those limitations is included following
the reconciliation tables below.
Cardiovascular Systems, Inc.
Supplemental Sales Information (unaudited)
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2008 |
|
Q3 2008 |
|
Q4 2008 |
|
Q1 2009 |
|
Q2 2009 |
|
|
|
Revenue Components: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Devices |
|
$ |
4,157 |
|
|
$ |
6,867 |
|
|
$ |
9,000 |
|
|
$ |
10,664 |
|
|
$ |
12,853 |
|
Other |
|
|
474 |
|
|
|
787 |
|
|
|
892 |
|
|
|
982 |
|
|
|
1,151 |
|
|
|
|
Total revenue |
|
$ |
4,631 |
|
|
$ |
7,654 |
|
|
$ |
9,892 |
|
|
$ |
11,646 |
|
|
$ |
14,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Device units sold |
|
|
1,404 |
|
|
|
2,328 |
|
|
|
3,063 |
|
|
|
3,636 |
|
|
|
4,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customers, at quarter end |
|
|
39 |
|
|
|
106 |
|
|
|
183 |
|
|
|
283 |
|
|
|
400 |
|
Cardiovascular Systems, Inc.
Adjusted EBITDA (unaudited)
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
Projected Range |
|
|
Three Months Ended |
|
Six Months Ended |
|
Six Months Ending |
|
|
December 31, |
|
December 31, |
|
June 30, 2009 |
|
|
2008 |
|
2007 |
|
2008 |
|
2007 |
|
High |
|
Low |
|
|
|
|
|
Loss from operations |
|
$ |
(8,567 |
) |
|
$ |
(10,187 |
) |
|
$ |
(22,181 |
) |
|
$ |
(17,606 |
) |
|
$ |
(16,000 |
) |
|
$ |
(18,000 |
) |
Add: Stock-based
compensation |
|
|
1,548 |
|
|
|
4,596 |
|
|
|
3,220 |
|
|
|
4,946 |
|
|
|
5,700 |
|
|
|
5,700 |
|
Add: Depreciation
and amortization |
|
|
101 |
|
|
|
85 |
|
|
|
196 |
|
|
|
132 |
|
|
|
300 |
|
|
|
300 |
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
(6,918 |
) |
|
$ |
(5,506 |
) |
|
$ |
(18,765 |
) |
|
$ |
(12,528 |
) |
|
$ |
(10,000 |
) |
|
$ |
(12,000 |
) |
|
|
|
|
|
Use and Economic Substance of Non-GAAP Financial Measures Used by CSI and Usefulness of Such Non-GAAP Financial Measures to Investors
CSI uses the non-GAAP financial measures described above as supplemental measures of performance
and believes these measures facilitate operating performance comparisons from period to period and
company to company by factoring out potential differences caused by non-recurring, unusual or
infrequent charges not related to CSIs regular, ongoing business, depreciation, non-cash charges
and certain large and unpredictable charges. CSIs management uses the non-GAAP financial measures
used in this release to analyze the underlying trends in CSIs business, assess the performance of
CSIs core operations, establish operational goals and forecasts that are used in allocating
resources and evaluate CSIs performance period over period and in relation to its competitors
operating results. Additionally, CSIs management is evaluated on the basis of some of these
non-GAAP financial measures when determining achievement of their incentive compensation
performance targets.
CSI believes that presenting the non-GAAP financial measures used in this release provides
investors greater transparency to the information used by CSIs management for its financial and
operational decision-making and allows investors to see CSIs results through the eyes of
management. CSI also believes that providing this information better enables CSIs investors to
understand CSIs operating performance and evaluate the methodology used by CSIs management to
evaluate and measure such performance. CSIs management believes that non-GAAP financial measures
are useful to investors to evaluate CSIs performance period over period and in relation to its
competitors operating results.
The following is an explanation of each of the items that management excluded from one or more of
the non-GAAP financial measures used in this release and the reasons for excluding each of these
individual items:
Supplemental Sales Information. In addition to disclosing net sales and growth rates that are
determined in accordance with GAAP, CSIs management believes that in order to properly understand
underlying business trends in and performance of CSIs business, management has found and investors
may find it useful to consider supplemental sales information, including revenue component detail,
device units sold, and number of customers.
Stock-based compensation. CSI excludes stock-based compensation expense from its non-GAAP
financial measures primarily because such expense, while constituting an ongoing and recurring
expense, is not an expense that requires cash settlement. CSIs management also believes that
excluding this item from CSIs non-GAAP results is useful to investors to understand the
application of SFAS 123R and its impact on CSIs operational performance, liquidity and its ability
to make additional investments in the company, and it allows for greater transparency to certain
line items in CSIs financial statements.
Depreciation and amortization expense. CSI excludes depreciation and amortization expense from
its non-GAAP financial measures primarily because such expenses, while constituting ongoing and
recurring expenses, are not an expense that requires cash settlement and is not used by CSIs
management to assess the core profitability of CSIs business operations. CSIs management also
believes that excluding these items from CSIs non-GAAP results is useful to investors to
understand CSIs operational performance, liquidity and its ability to make additional investments
in the company.
Material Limitations Associated with the Use of Non-GAAP Financial Measures and Manner in which CSI Compensates for these Limitations
Non-GAAP financial measures have limitations as analytical tools and should not be considered in
isolation or as a substitute for CSIs financial results prepared in accordance with GAAP. Some of
the limitations associated with CSIs use of these non-GAAP financial measures are:
Items such as stock-based compensation do not directly affect CSIs cash flow position; however,
such items reflect economic costs to CSI and are not reflected in CSIs 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 CSI, limiting the usefulness of those measures for comparative purposes.
CSIs management exercises judgment in determining which types of charges or other items should
be excluded from the non-GAAP financial measures CSI uses.
CSI compensates for these limitations by relying primarily upon its GAAP results and using non-GAAP
financial measures only supplementally. CSI provides full disclosure of each non-GAAP financial
measure CSI uses and detailed reconciliations of each non-GAAP measure to its most directly
comparable GAAP measure. CSI encourages investors to review these reconciliations. CSI qualifies
its use of non-GAAP financial measures with cautionary statements as set forth above.