10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

Commission File No. 000-52082

CARDIOVASCULAR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) No. 41-1698056
(IRS Employer
Identification No.)

651 Campus Drive
St. Paul, Minnesota 55112-3495
(Address of Principal Executive Offices)
Registrant’s telephone number (651) 259-1600

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ  NO o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o  NO o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company þ

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o  NO þ

The number of shares outstanding of the registrant’s common stock as of November 9, 2010 was: Common Stock, $0.001 par value per share, 15,811,068 shares.

Cardiovascular Systems, Inc.
Consolidated Financial Statements
Table of Contents

	PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements (unaudited)		3
Consolidated Balance Sheets as of September 30, 2010 and June 30, 2010		3
Consolidated Statements of Operations for the three months ended September 30, 2010 and 2009		4
Consolidated Statements of Cash Flows for the three months ended September 30, 2010 and 2009		5
Notes to Consolidated Financial Statements		6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		19
ITEM 4. Controls and Procedures		19
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings		20
ITEM 1A. Risk Factors		20
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
ITEM 3. Defaults Upon Senior Securities		20
ITEM 5. Other Information		20
ITEM 6. Exhibits		20
Signatures		21
Exhibit Index		22
Ex-31.1		22
Ex-31.2		22
Ex-32.1		22
Ex-32.2		22
Ex-10.2		22
Ex-10.3		22

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PART I. — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Cardiovascular Systems, Inc.

Consolidated Balance Sheets
(Dollars in Thousands, except per share and share amounts)
(Unaudited)

	September 30,			June 30,
	2010			2010
ASSETS
Current assets
Cash and cash equivalents	$	22,006		$	23,717
Accounts receivable, net		10,579			9,394
Inventories		4,456			4,319
Prepaid expenses and other current assets		1,448			1,048
Total current assets		38,489			38,478
Property and equipment, net		2,015			1,964
Patents, net		1,817			1,712
Other assets		106			180
Total assets	$	42,427		$	42,334
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	4,600		$	3,613
Accounts payable		5,038			3,353
Deferred grant incentive		1,535			1,181
Accrued expenses		6,869			6,569
Total current liabilities		18,042			14,716
Long-term liabilities
Long-term debt, net of current maturities		6,366			7,286
Deferred grant incentive		2,218			2,208
Other liabilities		365			409
Total long-term liabilities		8,949			9,903
Total liabilities		26,991			24,619
Commitments and contingencies
Stockholders’ equity
Common stock, $0.001 par value; authorized 100,000,000 common shares at September 30, 2010 and June 30, 2010; issued and outstanding 15,709,508 at September 30, 2010 and 15,148,549 at June 30, 2010, respectively		16			15
Additional paid in capital		159,710			157,718
Common stock warrants		11,301			11,305
Accumulated deficit		(155,591	)		(151,323	)
Total stockholders’ equity		15,436			17,715
Total liabilities and stockholders’ equity	$	42,427		$	42,334

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cardiovascular Systems, Inc.

Consolidated Statements of Operations
(Dollars in thousands, except per share and share amounts)
(Unaudited)

	Three Months Ended
	September 30,
	2010			2009
Revenues	$	18,165		$	15,198
Cost of goods sold		4,141			3,488
Gross profit		14,024			11,710
Expenses
Selling, general and administrative		15,496			14,856
Research and development		2,422			2,781
Total expenses		17,918			17,637
Loss from operations		(3,894	)		(5,927	)
Other (expense) income
Interest expense		(365	)		(371	)
Interest income		7			98
Other		(16	)		—
Total other expense		(374	)		(273	)
Net loss	$	(4,268	)	$	(6,200	)
Net loss per common share:
Basic and diluted	$	(0.28	)	$	(0.43	)
Weighted average common shares used in computation:
Basic and diluted		15,369,157			14,516,843

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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Cardiovascular Systems, Inc.

Consolidated Statements Cash Flows
(Dollars in thousands)
(Unaudited)

	Three Months Ended
	September 30,
	2010			2009
Cash flows from operating activities
Net loss	$	(4,268	)	$	(6,200	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation and amortization		164			136
Amortization of debt discount		67			72
Stock-based compensation		1,989			2,221
Litigation settlement promissory note		250			—
Changes in assets and liabilities
Accounts receivable		(1,185	)		293
Inventories		(137	)		(713	)
Prepaid expenses and other assets		(326	)		(394	)
Accounts payable		1,685			(383	)
Accrued expenses and other liabilities		370			2,981
Net cash used in operations		(1,391	)		(1,987	)
Cash flows from investing activities
Expenditures for property and equipment		(200	)		(41	)
Sales of investments		—			100
Costs incurred in connection with patents		(120	)		(139	)
Net cash used in investing activities		(320	)		(80	)
Cash flows from financing activities
Exercise of stock options and warrants		—			285
Payments on long-term debt		—			(875	)
Net cash used in financing activities		—			(590	)
Net change in cash and cash equivalents		(1,711	)		(2,657	)
Cash and cash equivalents
Beginning of period		23,717			33,411
End of period	$	22,006		$	30,754

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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CARDIOVASCULAR SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(For the three months ended September 30, 2010 and 2009)
(dollars in thousands, except per share and share amounts)
(unaudited)

1. Business Overview

     Company Description and Merger

          Cardiovascular Systems, Inc. was incorporated as Replidyne, Inc. in Delaware in 2000. On February 25, 2009, Replidyne, Inc. completed its reverse merger with Cardiovascular Systems, Inc., a Minnesota corporation incorporated in 1989 (“CSI-MN”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of November 3, 2008 (the “Merger Agreement”). Pursuant to the Merger Agreement, CSI-MN continued after the merger as the surviving corporation and a wholly-owned subsidiary of Replidyne. At the effective time of the merger, Replidyne, Inc. changed its name to Cardiovascular Systems, Inc. (“CSI”) and CSI-MN merged with and into CSI, with CSI continuing after the merger as the surviving corporation.

          The Company develops, manufactures and markets devices for the treatment of vascular diseases. The Company’s primary products, the Diamondback 360° PAD System and the Diamondback Predator 360° PAD System, are catheter-based platforms capable of treating a broad range of plaque types in leg arteries both above and below the knee and address many of the limitations associated with existing treatment alternatives. Prior to the merger, Replidyne was a biopharmaceutical company focused on discovering, developing, in-licensing and commercializing innovative anti-infective products.

2. Summary of Significant Accounting Policies

     Interim Financial Statements

          The Company has prepared the unaudited interim consolidated financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. The year end consolidated balance sheet was derived from audited consolidated financial statements, but does not include all disclosures as required by accounting principles generally accepted in the United States of America. These interim consolidated financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position, the results of its operations and its cash flows for the interim periods. These interim consolidated financial statements should be read in conjunction with the consolidated annual financial statements and the notes thereto included in the Form 10-K filed by the Company with the SEC on September 28, 2010. The nature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.

     Fair Value of Financial Instruments

          Effective July 1, 2008, the Company adopted fair value guidance issued by the FASB, which provides a framework for measuring fair value under Generally Accepted Accounting Principles and expands disclosures about fair value measurements. In February 2008, the FASB provided a one-year deferral on the effective date of the guidance for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at least annually.

          The fair value guidance classifies inputs into the following hierarchy:

          Level 1 Inputs — quoted prices in active markets for identical assets and liabilities

          Level 2 Inputs — observable inputs other than quoted prices in active markets for identical assets and liabilities

          Level 3 Inputs — unobservable inputs

          The following table sets forth the fair value of the Company’s financial instruments that were measured on a recurring basis as of September 30, 2010. Assets are measured on a recurring basis if they are remeasured at least annually:

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	Level 3
	Conversion
	Option
Balance at June 30, 2010	$	224
Change in conversion option valuation		52
Balance at September 30, 2010	$	276

          The conversion option is related to the loan and security agreement with Partners for Growth. The option pricing model used to determine the value of the conversion option included various inputs including historical volatility, stock price simulations, and assessed behavior of the Company and Partners for Growth based on those simulations.

          As of September 30, 2010, the Company believes that the carrying amounts of its other financial instruments, including accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the short-term maturities of these instruments. The carrying amount of long-term debt approximates fair value based on interest rates currently available for debt with similar terms and maturities.

     Use of Estimates

          The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

     Revenue Recognition

          The Company sells the majority of its products via direct shipment to hospitals or clinics. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the sales price is fixed or determinable; and collectability is reasonably assured. These criteria are met at the time of delivery when the risk of loss and title passes to the customer. The Company records estimated sales returns, discounts and rebates as a reduction of net sales in the same period revenue is recognized.

     Recent Accounting Pronouncements

          In January 2010, the FASB issued further guidance regarding additional disclosures relating to fair value of transfers in and out of input Levels 1 and 2 and for activity in Level 3 and clarifies certain other existing disclosure requirements. This guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows for the three months ended September 30, 2010.

          In October 2009, the FASB issued guidance providing principles for allocation of consideration among multiple-elements, and accounting for separate deliverables under such an arrangement. The guidance introduces an estimated selling price method for valuing the elements of a bundled arrangement if vendor-specific objective evidence or third-party evidence of selling price is not available, and significantly expands related disclosure requirements. This standard is effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, adoption may be on a retrospective basis, and early application is permitted. The Company adopted this guidance on July 1, 2010, and it had no impact on the Company’s consolidated financial position, results of operations or cash flows for the three months ended September 30, 2010.

3. Selected Consolidated Financial Statement Information

     Inventories

          Inventories are stated at the lower of cost or market with cost determined on a first-in, first-out (“FIFO”) method of valuation. The establishment of inventory allowances for excess and obsolete inventories is based on estimated exposure on specific inventory items.

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          At September 30, 2010 and June 30, 2010, respectively, inventories were comprised of the following:

	September 30,		June 30,
	2010		2010
Inventories
Raw materials	$	1,268	$	1,256
Work in process		194		282
Finished goods		2,994		2,781
	$	4,456	$	4,319

4. Debt

     Loan and Security Agreement with Silicon Valley Bank

          On March 29, 2010, the Company entered into an amended and restated loan and security agreement with Silicon Valley Bank. The agreement includes a $10,000 term loan and a $15,000 line of credit. The terms of each of these loans are as follows:

• The $10,000 term loan has a fixed interest rate of 9.0% and a final payment amount equal to 1.0% of the loan amount due at maturity. This term loan has a 36 month maturity, with repayment terms that include interest only payments during the first six months followed by 30 equal principal and interest payments. This term loan also includes an acceleration provision that requires the Company to pay the entire outstanding balance, plus a penalty ranging from 1.0% to 3.0% of the principal amount, upon prepayment or the occurrence and continuance of an event of default. In connection with entering into the agreement, the Company amended a warrant previously granted to Silicon Valley Bank. The warrants provide an option to purchase 8,493 shares of common stock at an exercise price of $5.48 per share. This warrant is immediately exercisable and expires ten years after the date of amendment. The balance outstanding on the term loan at September 30, 2010 was $9,625, net of the unamortized discount associated with the warrants.

• The $15,000 line of credit has a two year maturity and a floating interest rate equal to Silicon Valley Bank’s prime rate, plus 2.0%, with an interest rate floor of 6.0%. Interest on borrowings is due monthly and the principal balance is due at maturity. Borrowings on the line of credit are based on (a) 80% of eligible domestic receivables, plus (b) the lesser of 40% of eligible inventory or 25% of eligible domestic receivables or $2,500, minus (c) to the extent in effect, certain loan reserves as defined in the agreement. Accounts receivable receipts are deposited into a lockbox account in the name of Silicon Valley Bank. The accounts receivable line of credit is subject to non-use fees, annual fees, and cancellation fees. The agreement provides that initially 50% of the outstanding principal balance of the $10,000 term loan reduces available borrowings under the line of credit. Upon the achievement of certain financial covenants, the amount reducing available borrowings will be reduced to zero. There was not an outstanding balance on the line of credit at September 30, 2010.

          Borrowings from Silicon Valley Bank are secured by all of the Company’s assets. The borrowings are subject to prepayment penalties and financial covenants, including maintaining certain liquidity and fixed charge coverage ratios, and certain three-month EBITDA targets. The Company was in compliance with all financial covenants as of September 30, 2010. The agreement also includes subjective acceleration clauses which permit Silicon Valley Bank to accelerate the due date under certain circumstances, including, but not limited to, material adverse effects on the Company’s financial status or otherwise. Any non-compliance by the Company under the terms of debt arrangements could result in an event of default under the Silicon Valley Bank loan, which, if not cured, could result in the acceleration of this debt.

     Loan and Security Agreement with Partners for Growth

               On April 14, 2010, the Company entered into a loan and security agreement with Partners for Growth III, L.P. (PFG). The agreement provides that PFG will make loans to the Company up to $4,000. The agreement has a maturity date of April 14, 2015. The loans bear interest at a floating per annum rate equal to 2.75% above Silicon Valley Bank’s prime rate, and such interest is payable monthly. The principal balance of and any accrued and unpaid interest on any notes are due on the maturity date and may not be prepaid by the Company at any time in whole or in part.

               Under the agreement, PFG provided the Company with an initial loan of $1,500 on April 15, 2010. In addition, for a period of one year until April 14, 2011, the Company may request up to $2,500 of additional proceeds from time to time, in minimum increments of $250. After this period, the Company may only request additional proceeds (in increments of not less than $250) set forth in the debt agreement with PFG only to the extent of any aggregate principal amount converted into the Company’s common stock through an optional conversion or mandatory conversion. At any time prior to the maturity date, PFG may at its option convert any amount into the Company’s common stock at the conversion price set forth in each note, which conversion price will be subject to adjustment upon certain events as

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provided in such note. The initial note has a conversion price of $5.43, which equaled the ten-day volume weighted average price per share of the Company’s common stock prior to the date of the agreement. The Company may also effect at any time a mandatory conversion of amounts, subject to certain terms, conditions and limitations provided in the agreement, including a requirement that the ten-day volume weighted average price of the Company’s common stock prior to the date of conversion is at least 15% greater than the conversion price. The Company may reduce the conversion price to a price that represents a 15% discount to the ten-day volume weighted average price of our common stock to satisfy this condition and effect a mandatory conversion.

               The loans are secured by certain of the Company’s assets, and the agreement contains customary covenants limiting the Company’s ability to, among other things, incur debt or liens, make certain investments and loans, effect certain redemptions of and declare and pay certain dividends on its stock, permit or suffer certain change of control transactions, dispose of collateral, or change the nature of its business. In addition, the PFG loan and security agreement contains financial covenants requiring the Company to maintain certain liquidity and fixed charge coverage ratios, and certain three-month EBITDA targets. The Company was in compliance with all financial covenants at September 30, 2010. If the Company does not comply with the various covenants, PFG may, subject to various customary cure rights, decline to provide additional loans, require amortization of the loan over its remaining term, or require the immediate payment of all amounts outstanding under the loan and foreclose on any or all collateral, depending on which financial covenants are not maintained.

               In connection with the execution of the PFG loan and security agreement, the Company issued a warrant to PFG on April 14, 2010, which allows PFG to purchase 147,330 shares of the Company’s common stock at a price per share of $5.43, which price was based on the ten-day volume weighted average price per share of the Company’s common stock prior to the date of the agreement. The warrant vests with respect to 50% on the issue date, and thereafter, vests pro rata from time to time according to a percentage equal to (a) the additional loans actually drawn until April 14, 2011, divided by (b) $2,500. The warrant expires on the fifth anniversary of the issue date, subject to earlier expiration in accordance with the terms. The balance outstanding on the convertible loan at September 30, 2010 was $1,341, net of the unamortized discount associated with the warrants.

          As of September 30, 2010, debt maturities (including debt discount) were as follows:

Nine months ending June 30, 2011	$	3,680
2012		3,812
2013		3,474
Total	$	10,966
Less: Current Maturities		(4,600	)
Long-term debt	$	6,366

5. Stock Options and Restricted Stock Awards

          The Company has a 2007 Equity Incentive Plan (the “2007 Plan”), under which options to purchase common stock and restricted stock awards have been granted to employees, directors and consultants at exercise prices determined by the board of directors; and a 1991 Stock Option Plan (the “1991 Plan”) and a 2003 Stock Option Plan (the “2003 Plan”) (the 2007 Plan, the 1991 Plan and the 2003 Plan collectively, the “Plans”). The 1991 Plan and 2003 Plan permitted the granting of incentive stock options and nonqualified options. A total of 485,250 shares of common stock were originally reserved for issuance under the 1991 Plan, but with the execution of the 2003 Plan no additional options are available for grant under the 1991 Plan. A total of 2,458,600 shares of common stock were originally reserved for issuance under the 2003 Plan, but with the approval of the 2007 Plan no additional options are available for grant under the 2003 Plan. The 2007 Plan originally allowed for the granting of up to 1,941,000 shares of common stock as approved by the board of directors in the form of nonqualified or incentive stock options, restricted stock awards, restricted stock unit awards, performance share awards, performance unit awards or stock appreciation rights to officers, directors, consultants and employees of the Company. The Plan was amended in February 2009 to increase the number of authorized shares to 2,509,969. The amended 2007 Plan includes a renewal provision whereby the number of shares shall automatically be increased on the first day of each fiscal year ending July 1, 2017, by the lesser of (i) 970,500 shares, (ii) 5% of the outstanding common shares on such date, or (iii) a lesser amount determined by the board of directors. On July 1, 2010, the number of shares available for grant was increased by 757,427 under the 2007 Plan renewal provision. The Company also maintains the 2006 Equity Incentive Plan (the “2006 Plan”), relating to Replidyne activity prior to the merger in February 2009. A total of 794,641 shares were originally reserved under the 2006 Plan, but effective with the merger no additional options will be granted under it.

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          All options granted under the Plans become exercisable over periods established at the date of grant. The option exercise price is generally based upon the market price for the Company’s common stock on the date of grant. In addition, the Company has granted nonqualified stock options to a director outside of the Plans.

          Stock option activity for the three months ended September 30, 2010 is as follows:

				Weighted
	Number of			Average
	Options(a)			Exercise Price
Options outstanding at June 30, 2010		3,356,993		$	10.49
Options forfeited or expired		(51,591	)	$	12.34
Options outstanding at September 30, 2010		3,305,402		$	10.47

(a) Includes the effect of options granted, exercised, forfeited or expired from the 1991 Plan, 2003 Plan, 2007 Plan, and options granted outside the stock option plans described above.

          Options typically vest over two to three years. An employee’s unvested options are forfeited when employment is terminated; vested options must be exercised at or within 90 days of termination to avoid forfeiture. The Company determines the fair value of options using the Black-Scholes option pricing model. The estimated fair value of options, including the effect of estimated forfeitures, is recognized as expense on a straight-line basis over the options’ vesting periods.

          The fair value of each restricted stock award is equal to the fair market value of the Company’s common stock at the date of grant. Vesting of restricted stock awards range from one to three years. The estimated fair value of restricted stock awards, including the effect of estimated forfeitures, is recognized on a straight-line basis over the restricted stock’s vesting period. Restricted stock award activity for the three months ended September 30, 2010 is as follows:

				Weighted
	Number of			Average Fair
	Shares			Value
Restricted stock awards outstanding at June 30, 2010		1,105,883		$	7.69
Restricted stock awards granted		617,630		$	4.77
Restricted stock awards forfeited		(56,401	)	$	6.78
Restricted stock awards vested		(229,448	)	$	4.19
Restricted stock awards outstanding at September 30, 2010		1,437,394		$	6.40

6. Texas Production Facility

          Effective on September 9, 2009, the Company entered into an agreement with the Pearland Economic Development Corporation (the “PEDC”) for the construction and lease of an approximately 46,000 square foot production facility located in Pearland, Texas. The facility will primarily serve as an additional manufacturing location for the Company.

          The lease agreement provides that the PEDC will lease the facility and the land immediately surrounding the facility to the Company for an initial term of ten years, which began April 1, 2010. Monthly fixed rent payments are $35 for each of the first five years of the initial term and $38 for each of the last five years of the initial term. The Company is also responsible for paying the taxes and operating expenses related to the facility. The lease has been classified as an operating lease for financial statement purposes. Upon an event of default under the agreement, the Company will be liable for the difference between the balance of the rent owed for the remainder of the term and the fair market rental value of the leased premises for such period.

          The Company has the option to renew the lease for up to two additional periods of five years each. If the Company elects to exercise one or both of these options, the rent for such extended terms will be set at the prevailing market rental rates at such times, as determined in the agreement. After the commencement date and until shortly before the tenth anniversary of the commencement date, the Company will have the option to purchase all, but not less than all, of the leased premises at fair market value, as determined in the agreement. Further, within six years of the commencement date and subject to certain conditions, the Company has options to cause the PEDC to make two additions or expansions to the facility of a minimum of 34,000 and 45,000 square feet each.

          The Company and the PEDC previously entered into a Corporate Job Creation Agreement dated June 17, 2009. The Job Creation Agreement provided the Company with $2,975 in net cash incentive funds. The Company believes it will be able to comply with the conditions specified in the grant agreement. The PEDC will provide the Company with an additional $1,700 of net cash incentive funds in the following amounts and upon achievement of the following milestones:

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• $1,020, upon the hiring of the 75^th full-time employee at the facility; and

• $680, upon the hiring of the 125^th full-time employee at the facility.

          In order to retain all of the cash incentives, beginning one year and 90 days after the commencement date, the Company must not have fewer than 25 full-time employees at the facility for more than 120 consecutive days. Failure to meet this requirement will result in an obligation to make reimbursement payments to the PEDC as outlined in the agreement. The Company will not have any reimbursement requirements after 60 months from the effective date of the agreement.

          The Job Creation Agreement also provides the Company with a net $1,275 award, of which $510 will be funded by a grant from the State of Texas for which the Company has applied through the Texas Enterprise Fund program. As of September 30, 2010, $340 has been received. The PEDC has committed, by resolution, to guarantee the award and will make payment to the Company for the remaining $765. As of September 30, 2010, $255 has been received. The grant from the State of Texas is subject to reimbursement if the Company fails to meet certain job creation targets through 2014 and maintain these positions through 2020.

          The Company has presented the net cash incentive funds as a current and long-term liability on the balance sheet. The liabilities will be reduced over a 60 month period and recorded as an offset to expenditures incurred using a systematic methodology that is intended to reduce the majority of the liabilities in the first 24 months of the agreement. As of September 30, 2010, $327 in expenses has reduced the deferred grant incentive liabilities, resulting in a remaining current liability of $1,535 and long-term liability of $2,218.

7. Commitment and Contingencies

     ev3 Legal Proceedings

          The Company was a party to a legal proceeding with ev3 Inc., ev3 Endovascular, Inc. and FoxHollow Technologies, Inc., together referred to as the Plaintiffs, which filed a complaint on December 28, 2007 in the Ramsey County District Court for the State of Minnesota against the Company and former employees of FoxHollow currently employed by the Company, which complaint was subsequently amended.

          On October 27, 2010, the Company entered into a settlement agreement with the Plaintiffs. The agreement dismisses all claims and counterclaims in the legal proceeding between the two parties, with neither party admitting any liability or wrongdoing. Pursuant to the agreement, the Company paid ev3 $1,000, in the form of $750 cash and a $250 promissory note. The promissory note bears interest at 3.5% per annum, with principal and cumulative interest due and payable on or before January 1, 2014. The Company has received insurance proceeds of $500 related to the settlement, and has recorded a net expense of $500 in selling, general, and administrative expenses related to the settlement during the three months ended September 30, 2010.

8. Earnings Per Share

          The following table presents a reconciliation of the numerators and denominators used in the basic and diluted earnings per common share computations:

	Three Months Ended
	March 31,
	2010			2009
Numerator
Net loss	$	(4,268	)	$	(6,200	)
Denominator
Weighted average common shares — basic		15,369,157			14,516,843
Effect of dilutive stock options and warrants (a)(b)		—			—
Weighted average common shares outstanding — diluted		15,369,157			14,516,843
Net loss per common share — basic and diluted	$	(0.28	)	$	(0.43	)

(a)	At September 30, 2010 and 2009, 3,234,626 and 3,115,246 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 September 30, 2010 and 2009, 3,305,402 and 3,650,296 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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing under Item 1 of Part 1. Some of the information contained in this discussion and analysis or set forth elsewhere in this quarterly report, including information with respect to our plans and strategy for our business and expected financial results, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” discussed in our Form 10-K for the year ended June 30, 2010 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

OVERVIEW

          We are a medical device company focused on developing and commercializing interventional treatment systems for vascular disease. Our primary products, the Diamondback 360° PAD System (the “Diamondback 360°”) and the Diamondback Predator 360° (the “Predator 360°”), are catheter-based platforms capable of treating a broad range of plaque types in leg arteries both above and below the knee and address many of the limitations associated with existing treatment alternatives. We also are pursuing approval of our products for coronary use. We refer to the Diamondback 360° and the Predator 360° collectively in this report as the “Diamondback Systems.”

          We were incorporated as Replidyne, Inc. in Delaware in 2000. On February 25, 2009, Replidyne, Inc. completed its business combination with Cardiovascular Systems, Inc., a Minnesota corporation (“CSI-MN”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of November 3, 2008 (the “Merger Agreement”). Pursuant to the Merger Agreement, CSI-MN continued after the merger as the surviving corporation and a wholly-owned subsidiary of Replidyne. Replidyne changed its name to Cardiovascular Systems, Inc. (“CSI”) and CSI-MN merged with and into CSI, with CSI continuing after the merger as the surviving corporation. These transactions are referred to herein as the “merger.” Replidyne was a biopharmaceutical company focused on discovering, developing, in-licensing and commercializing anti-infective products.

          At the closing of the merger, Replidyne’s net assets, as calculated pursuant to the terms of the Merger Agreement, were approximately $36.6 million as adjusted. As of immediately following the effective time of the merger, former CSI stockholders owned approximately 80.2% of the outstanding common stock of the combined company, and Replidyne stockholders owned approximately 19.8% of the outstanding common stock of the combined company.

          CSI was incorporated in Minnesota in 1989. From 1989 to 1997, we engaged in research and development on several different product concepts that were later abandoned. Since 1997, we have devoted substantially all of our resources to the development of the Diamondback Systems.

          From 2003 to 2005, we conducted numerous bench and animal tests in preparation for application submissions to the FDA. We initially focused our testing on providing a solution for coronary in-stent restenosis, but later changed the focus to PAD. In 2006, we obtained an investigational device exemption from the FDA to conduct our pivotal OASIS clinical trial, which was completed in January 2007. The OASIS clinical trial was a prospective 20-center study that involved 124 patients with 201 lesions.

          In August 2007, the FDA granted us 510(k) clearance for the use of the Diamondback 360° as a therapy in patients with PAD. We commenced commercial introduction of the Diamondback 360° in the United States in September 2007. We were granted 510(k) clearance of the Predator 360° in March 2009. We market the Diamondback Systems in the United States through a direct sales force and expend significant capital on our sales and marketing efforts to expand our customer base and utilization per customer. We assemble at our facilities the single-use catheter used in the Diamondback Systems with components purchased from third-party suppliers, as well as with components manufactured in-house. A control unit and guidewires are purchased from third-party suppliers.

          As of September 30, 2010, we had an accumulated deficit of $155.6 million. We expect our losses to continue but generally decline as revenue grows from continued commercialization activities, development of additional product enhancements, accumulation of clinical data on our products, and further regulatory approvals. To date, we have financed our operations primarily through the private placement of equity securities and completion of the merger.

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CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

          Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect amounts reported in those statements. Our estimates, assumptions and judgments, including those related to revenue recognition, allowance for doubtful accounts, excess and obsolete inventory, investments, and stock-based compensation are updated as appropriate at least quarterly. We use authoritative pronouncements, our technical accounting knowledge, cumulative business experience, judgment and other factors in the selection and application of our accounting policies. While we believe that the estimates, assumptions and judgments that we use in preparing our consolidated financial statements are appropriate, these estimates, assumptions and judgments are subject to factors and uncertainties regarding their outcome. Therefore, actual results may materially differ from these estimates.

          Some of our significant accounting policies require us to make subjective or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (1) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (2) different estimates that reasonably could have been used, or changes in the estimate that are reasonably likely to occur from period to period, would have a material impact on the presentation of our financial condition, results of operations, or cash flows.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, our results of operations expressed as dollar amounts (in thousands), and, for certain line items, the changes between the specified periods expressed as percent increases or decreases:

	Three Months Ended September 30,
							Percent
	2010			2009			Change
Revenues	$	18,165		$	15,198			19.5	%
Cost of goods sold		4,141			3,488			18.7
Gross profit		14,024			11,710			19.8
Expenses:
Selling, general and administrative		15,496			14,856			4.3
Research and development		2,422			2,781			(12.9	)
Total expenses		17,918			17,637			1.6
Loss from operations		(3,894	)		(5,927	)		(34.3	)
Other (expense) income:
Interest expense		(365	)		(371	)		(1.6	)
Interest income		7			98			(92.9	)
State income taxes		(16	)		—			—
Total other expense		(374	)		(273	)		37.0
Net loss	$	(4,268	)	$	(6,200	)		(31.1	)

Comparison of Three Months Ended September 30, 2010 with Three Months Ended September 30, 2009

          Revenues. Revenues increased by $3.0 million, or 19.5%, from $15.2 million for the three months ended September 30, 2009 to $18.2 million for the three months ended September 30, 2010. This increase was attributable to a $2.4 million, or 17.8%, increase in sales of Diamondback Systems and a $544,000, or 34.9%, increase in sales of supplemental products and other revenue. Supplemental products include our Viper product line and distribution partner products. Currently, all of our revenues are in the United States; however, we may potentially sell internationally in the future. We expect our revenue to increase as we continue to increase the number of physicians using the devices, increase the usage per physician, introduce new and improved products, and generate clinical data.

          Cost of Goods Sold. Cost of goods sold increased by $653,000, or 18.7%, from $3.5 million for the three months ended September 30, 2009 to $4.1 million for the three months ended September 30, 2010. Cost of goods sold represents the cost of materials, labor and overhead for single-use catheters, guidewires, control units, and other ancillary products. Cost of goods sold for the three months ended September 30, 2010 and 2009 includes $277,000 and $129,000, respectively, for stock-based compensation. We expect that the gross margin will stay fairly consistent in the future as sales volumes increase, although quarterly fluctuations could occur based on timing of new product introductions, sales mix, pricing changes, or other unanticipated circumstances.

          Selling, General and Administrative Expenses. Our selling, general and administrative expenses increased by $640,000, or 4.3%, from $14.9 million for the three months ended September 30, 2009 to $15.5 million for the three months ended September 30, 2010. The primary reasons for the increase included the building of our sales and marketing team, and a net settlement charge of $500,000 on the ev3 lawsuit. Selling, general and administrative expenses for the three months ended September 30, 2010 and 2009

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includes $1.4 million and $1.8 million, respectively, for stock-based compensation. We expect our selling, general and administrative expenses to increase in the future due primarily to the costs associated with expanding our sales and marketing organization to further commercialize our products, but at a rate less than revenue growth.

          Research and Development Expenses. Research and development expenses decreased by $359,000, or 12.9%, from $2.8 million for the three months ended September 30, 2009 to $2.4 million for the three months ended September 30, 2010. Research and development expenses relate to specific projects to improve our product or expand into new markets, such as the development of new versions of the Diamondback Systems, shaft designs, crown designs, and PAD and coronary clinical trials. The reduction in these expenses related to the decreased numbers and sizes of development projects, as well as the timing of those projects. Research and development expenses for the three months ended September 30, 2010 and 2009 includes $315,000 and $281,000, respectively, for stock-based compensation. As we continue to expand our product portfolio within the market for the treatment of peripheral arteries and leverage our core technology into the coronary market, we generally expect to incur research and development expenses at amounts similar to the three months ended September 30, 2010. Fluctuations could occur based on the number of projects and studies and the timing of expenditures.

          Interest Expense. Interest expense decreased by $6,000, from $371,000 for the three months ended September 30, 2009 to $365,000 for the three months ended September 30, 2010. These amounts consisted primarily of interest on outstanding debt facilities and amortization of the debt discount.

          Interest Income. Interest income decreased by $91,000, from $98,000 for the three months ended September 30, 2009 to $7,000 for the three months ended September 30, 2010. The decrease was primarily due to the auction rate securities being redeemed by the issuers or repurchased by UBS AG at par value on or prior to June 30, 2010.

NON-GAAP FINANCIAL INFORMATION

          To supplement our consolidated condensed financial statements prepared in accordance with GAAP, our management uses a non-GAAP financial measure referred to as “Adjusted EBITDA.” The following table sets forth, for the periods indicated, a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP measure expressed as dollar amounts (in thousands):

	Three Months Ended September 30,
	2010			2009
Loss from operations	$	(3,894	)	$	(5,927	)
Add: Stock-based compensation		1,989			2,221
Add: Depreciation and amortization		164			136
Adjusted EBITDA	$	(1,741	)	$	(3,570	)

          The improvement in Adjusted EBITDA of $1.8 million, or 51.2%, is primarily the result of improvement in the loss from operations. The loss from operations was significantly impacted by increases in revenue and gross margin, partially offset by an increase in operating expenses, as discussed above.

Use and Economic Substance of Non-GAAP Financial Measures Used and Usefulness of Such Non-GAAP Financial Measures to Investors

          We use Adjusted EBITDA as a supplemental measure of performance and believe this measure facilitates operating performance comparisons from period to period and company to company by factoring out potential differences caused by depreciation and amortization expense and non-cash charges such as stock-based compensation. Our management uses Adjusted EBITDA to analyze the underlying trends in our business, assess the performance of our core operations, establish operational goals and forecasts that are used to allocate resources and evaluate our performance period over period and in relation to our competitors’ operating results. Additionally, our management is partially evaluated on the basis of Adjusted EBITDA when determining achievement of their incentive compensation performance targets.

          We believe that presenting Adjusted EBITDA provides investors greater transparency to the information used by our management for its financial and operational decision-making and allows investors to see our results “through the eyes” of

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management. We also believe that providing this information better enables our investors to understand our operating performance and evaluate the methodology used by our management to evaluate and measure such performance. A form of Adjusted EBITDA is also used to measure performance in our financial covenants as required by Silicon Valley Bank and Partners for Growth.

               The following is an explanation of each of the items that management excluded from Adjusted EBITDA and the reasons for excluding each of these individual items:

• 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 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 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.

Material Limitations Associated with the Use of Non-GAAP Financial Measures and Manner in which We Compensate for these Limitations

               Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. Some of the limitations associated with our use of these non-GAAP financial measures are:

• 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.

               We compensate for these limitations by relying primarily upon our GAAP results and using non-GAAP financial measures only supplementally.

LIQUIDITY AND CAPITAL RESOURCES

          We had cash and cash equivalents of $22.0 million and $23.7 million at September 30, 2010 and June 30, 2010, respectively. During the three months ended September 30, 2010, net cash used in operations amounted to $1.4 million. As of September 30, 2010, we had an accumulated deficit of $155.6 million. We have historically funded our operating losses primarily from the issuance of common and preferred stock, convertible promissory notes, and debt.

               Loan and Security Agreement with Silicon Valley Bank

          On March 29, 2010, we entered into an amended and restated loan and security agreement with Silicon Valley Bank. The agreement includes a $10.0 million term loan and a $15.0 million line of credit. The terms of each of these loans are as follows:

• The $10.0 million term loan has a fixed interest rate of 9.0% and a final payment amount equal to 1.0% of the loan amount due at maturity. This term loan has a 36 month maturity, with repayment terms that include interest only payments during the first six months followed by 30 equal principal and interest payments. This term loan also includes

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an acceleration provision that requires us to pay the entire outstanding balance, plus a penalty ranging from 1.0% to 3.0% of the principal amount, upon prepayment or the occurrence and continuance of an event of default. In connection with entering into the agreement, the Company amended a warrant previously granted to Silicon Valley Bank. The warrant provides an option to purchase 8,493 shares of common stock at an exercise price of $5.48 per share. This warrant is immediately exercisable and expires ten years after the date of the amendment. The balance outstanding on the term loan at September 30, 2010 was $9.6 million, net of the unamortized discount associated with the warrants.

• The $15.0 million line of credit has a two year maturity and a floating interest rate equal to Silicon Valley Bank’s prime rate, plus 2.0%, with an interest rate floor of 6.0%. Interest on borrowings is due monthly and the principal balance is due at maturity. Borrowings on the line of credit are based on (a) 80% of eligible domestic receivables, plus (b) the lesser of 40% of eligible inventory or 25% of eligible domestic receivables or $2.5 million, minus (c) to the extent in effect, certain loan reserves as defined in the agreement. Accounts receivable receipts are deposited into a lockbox account in the name of Silicon Valley Bank. The accounts receivable line of credit is subject to non-use fees, annual fees, and cancellation fees. The agreement provides that initially 50% of the outstanding principal balance of the $10.0 million term loan reduces available borrowings under the line of credit. Upon the achievement of certain financial covenants, the amount reducing available borrowings will be reduced to zero. There was not an outstanding balance on the line of credit at September 30, 2010.

          Borrowings from Silicon Valley Bank are secured by all of our assets. The borrowings are subject to prepayment penalties and financial covenants, including maintaining certain liquidity and fixed charge coverage ratios and certain three-month EBITDA targets. We were in compliance with all financial covenants as of September 30, 2010. The agreement also includes subjective acceleration clauses which permit Silicon Valley Bank to accelerate the due date under certain circumstances, including, but not limited to, material adverse effects on our financial status or otherwise. Any non-compliance by us under the terms of our debt arrangements could result in an event of default under the Silicon Valley Bank loan, which, if not cured, could result in the acceleration of this debt.

               Loan and Security Agreement with Partners for Growth

               On April 14, 2010, we entered into a loan and security agreement with Partners for Growth III, L.P. (PFG). The agreement provides that PFG will make loans to us up to $4.0 million. The agreement has a maturity date of April 14, 2015. The loans bear interest at a floating per annum rate equal to 2.75% above Silicon Valley Bank’s prime rate, and such interest is payable monthly. The principal balance of and any accrued and unpaid interest on any notes are due on the maturity date and may not be prepaid by us at any time in whole or in part.

               Under the agreement, PFG provided us with an initial loan of $1.5 million on April 15, 2010. In addition, for a period of one year until April 14, 2011, we may request up to $2.5 million of additional proceeds from time to time, in minimum increments of $250,000. After this period, we may only request additional proceeds (in increments of not less than $250,000) equal to the aggregate principal amount converted into our common stock through an optional conversion or mandatory conversion. At any time prior to the maturity date, PFG may at its option convert any amount into our common stock at the conversion price set forth in each note, which conversion price will be subject to adjustment upon certain events as provided in such note. The initial agreement has a conversion price of $5.43, which equaled the ten-day volume weighted average price per share of our common stock prior to the date of the agreement. We may also effect at any time a mandatory conversion of amounts, subject to certain terms, conditions and limitations provided in the agreement, including a requirement that the ten-day volume weighted average price of our common stock prior to the date of conversion is at least 15% greater than the conversion price. We also may reduce the conversion price to a price that represents a 15% discount to the ten-day volume weighted average price of our common stock to satisfy this condition and effect a mandatory conversion.

               The loans are secured by certain of our assets, and the agreement contains customary covenants limiting our ability to, among other things, incur debt or liens, make certain investments and loans, effect certain redemptions of and declare and pay certain dividends on our stock, permit or suffer certain change of control transactions, dispose of collateral, or change the nature of our business. In addition, the PFG loan and security agreement contains financial covenants requiring us to maintain certain liquidity and fixed charge coverage ratios, and certain three-month EBITDA targets. We were in compliance with all financial covenants as of September 30, 2010. If we do not comply with the various covenants, PFG may, subject to various customary cure rights, decline to provide additional loans, require amortization of the loan over its remaining term, or require the immediate payment of all amounts outstanding under the loan and foreclose on any or all collateral, depending on which financial covenants are not maintained.

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               In connection with the execution of the PFG loan and security agreement, we issued a warrant to PFG on April 14, 2010, which allows PFG to purchase 147,330 shares of our common stock at a price per share of $5.43, which price was based on the ten-day volume weighted average price per share of our common stock prior to the date of the agreement. The warrant vests with respect to 50% on the issue date, and thereafter, vests pro rata from time to time according to a percentage equal to (a) the additional loans actually drawn until April 14, 2011, divided by (b) $2.5 million. The warrant expires on the fifth anniversary of the issue date, subject to earlier expiration in accordance with the terms. The balance outstanding on the convertible loan at September 30, 2010 was $1.3 million, net of the unamortized discount associated with the warrants.

               Cash and Cash Equivalents. Cash and cash equivalents was $22.0 million at September 30, 2010 and $23.7 million at June 30, 2010. The decrease is primarily attributable to net cash used in operating activities during the three months ended September 30, 2010.

          Operating Activities. Net cash used in operating activities improved 30% to $1.4 million from $2.0 million for the three months ended September 30, 2010 and, 2009, respectively. For the three months ended September 30, 2010 and 2009, we had a net loss of $4.3 million and $6.2 million, respectively. Changes in working capital accounts had a favorable effect on the net cash used in both periods. Significant changes in working capital during these periods included:

• Cash (used in) provided by accounts receivable of $(1.2) million and $293,000 during the three months ended September 30, 2010 and 2009, respectively. For the three months ended September 30, 2010, cash (used in) accounts receivable was primarily due to timing and growth of revenue, a receivable for estimated insurance proceeds associated with the ev3 lawsuit settlement of $500,000, and a receivable of $510,000 representing additional grants for the Texas facility. For the three months ended September 30, 2009, cash provided by accounts receivable was due to lower revenues.

• Cash (used in) inventories of $(137,000) and $(713,000) during the three months ended September 30, 2010 and 2009, respectively. For both periods, cash (used in) inventories was primarily due to the timing of inventory purchases and sales.

• Cash (used in) prepaid expenses and other current assets of $(326,000) and $(394,000) during the three months ended September 30, 2010 and 2009, respectively. For both periods, cash provided by prepaid expenses and other current assets was primarily due to payment timing of vendor deposits and other expenditures.

• Cash provided by (used in) accounts payable of $1.7 million and $(383,000) during the three months ended September 30, 2010 and 2009, respectively. For the three months ended September 30, 2010, cash provided by accounts payable was due to timing of purchases, vendor payments, and $750,000 payable to ev3 as part of the lawsuit settlement. For the three months ended September 30, 2010, cash (used in) accounts payable was due to timing of purchases and vendor payments.

• Cash provided by accrued expenses and other liabilities of $370,000 and $3.0 million during the three months ended September 30, 2010 and 2009, respectively. For the three months ended September 30, 2010, cash provided by accrued expenses and other liabilities was primarily due to timing of payments. For the three months ended September 30, 2009, cash provided by accrued expenses and other liabilities was primarily due to receipt of $3.5 million in net cash incentives under the agreement to establish a manufacturing facility in Texas.

          Investing Activities. Net cash (used in) investing activities was $(320,000) and $(80,000) for the three months ended September 30, 2010 and 2009, respectively. For the three months ended September 30, 2009, we sold investments in the amount of $100,000. The balance of cash (used in) investing activities related to the purchase of property and equipment and patents. Purchases of property and equipment and patents used cash of $(320,000) and $(180,000) for the three months ended September 30, 2010 and 2009, respectively.

          Financing Activities. Net cash (used in) financing activities was $(590,000) in the three months ended September 30, 2009. Cash provided by financing activities during this period included:

• exercise of stock options and warrants of $285,000.

Cash used in financing activities in these periods included:

• payment of long-term debt of $875,000.

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          Our future liquidity and capital requirements will be influenced by numerous factors, including the extent and duration of future operating losses, the level and timing of future sales and expenditures, the results and scope of ongoing research and product development programs, working capital required to support our sales growth, the receipt of and time required to obtain regulatory clearances and approvals, our sales and marketing programs, the continuing acceptance of our products in the marketplace, competing technologies, and market and regulatory developments. As of September 30, 2010, we believe our current cash and cash equivalents and available debt will be sufficient to fund working capital requirements, capital expenditures and operations for at least the next 12 months. We intend to retain any future earnings to support operations and to finance the growth and development of our business, and we do not anticipate paying any dividends in the foreseeable future.

INFLATION

We do not believe that inflation has had a material impact on our business and operating results during the periods presented.

OFF-BALANCE SHEET ARRANGEMENTS

Since inception, we have not engaged in any off-balance sheet activities as defined in Item 303(a)(4) of Regulation S-K.

RECENT ACCOUNTING PRONOUNCEMENTS

          In January 2010, the FASB issued further guidance regarding additional disclosures relating to fair value of transfers in and out of input Levels 1 and 2 and for activity in Level 3 and clarifies certain other existing disclosure requirements. This guidance had no impact on our consolidated financial position, results of operations or cash flows for the three months ended September 30, 2010.

          In October 2009, the FASB issued guidance providing principles for allocation of consideration among multiple-elements, and accounting for separate deliverables under such an arrangement. The guidance introduces an estimated selling price method for valuing the elements of a bundled arrangement if vendor-specific objective evidence or third-party evidence of selling price is not available, and significantly expands related disclosure requirements. This standard is effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, adoption may be on a retrospective basis, and early application is permitted. We adopted this guidance on July 1, 2010, and it had no impact on our consolidated financial position, results of operations or cash flows for the three months ended September 30, 2010.

PRIVATE SECURITIES LITIGATION REFORM ACT

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Such “forward-looking” information is included in this Form 10-Q, including Item 2 of Part I, and in other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or other written statements made or to be made by the Company). Forward-looking statements include all statements based on future expectations. This Form 10-Q contains forward-looking statements that involve risks and uncertainties, including approval of our product for coronary use; our expectation that our losses will continue but generally decline; our plans to continue to expand our sales and marketing efforts; our expectation of increased revenue, and selling, general and administrative expenses; the possibility of selling our products internationally in the future; our expectation that research and development expenses for the remainder of the fiscal year will be incurred at a similar rate than for the three months ended September 30, 2010; our expectation that gross margin will stay fairly consistent; the sufficiency of our current and anticipated financial resources; and our belief that our current cash and cash equivalents and available debt will be sufficient to fund working capital requirements, capital expenditures and operations for the foreseeable future.

In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on their interpretation of currently available information.

These statements involve known and unknown risks, uncertainties and other factors that may cause our results or our industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These factors include regulatory developments in the U.S. and foreign countries; the experience of physicians regarding the effectiveness and reliability of the Diamondback 360º; success of our clinical trials; competition from other devices; unanticipated developments affecting our estimates regarding expenses, future revenues and capital requirements; our inability to expand our sales and marketing organization; our actual research and development efforts and needs; our ability to obtain

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and maintain intellectual property protection for product candidates; our actual financial resources; and general economic conditions. These and additional risks and uncertainties are described more fully in our Form 10-K filed with the SEC on September 28, 2010. Copies of filings made with the SEC are available through the SEC’s electronic data gathering analysis and retrieval system (EDGAR) at www.sec.gov.

You should read these risk factors and the other cautionary statements made in this Form 10-Q as being applicable to all related forward-looking statements wherever they appear in this Form 10-Q. We cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should read this Form 10-Q completely. Other than as required by law, we undertake no obligation to update these forward-looking statements, even though our situation may change in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our investment activities is to preserve our capital for the purpose of funding operations while at the same time maximizing the income we receive from our investments without significantly increasing risk or availability. To achieve these objectives, our investment policy allows us to maintain a portfolio of cash equivalents and investments in a variety of marketable securities, including money market funds, U.S. government securities, and certain bank obligations. Our cash and cash equivalents as of September 30, 2010 include liquid money market accounts. Due to the short-term nature of these investments, we believe that there is no material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

          Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures. The Certifying Officers have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2010. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the Certifying Officers have concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Company required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

          There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          Refer to Part I, Item 3 (Legal Proceedings) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2010.

          On October 27, 2010, we entered into a settlement agreement with ev3, Inc., ev3 Endovascular, Inc., FoxHollow Technologies, Inc., Tyco Healthcare Group LP d/b/a Covidien. The agreement dismisses all claims and counterclaims in the legal proceeding between the two parties, with neither party admitting any liability or wrongdoing. Pursuant to the agreement, we paid ev3 $1,000,000, in the form of $750,000 cash and a $250,000 promissory note. The promissory note bears interest at 3.5% per annum, with principal and cumulative interest due and payable on or before January 1, 2014. We received insurance proceeds of $500,000 related to the settlement, and recorded a net expense of $500,000 in selling, general, and administrative expenses related to the settlement during the three months ended September 30, 2010.

ITEM 1A. RISK FACTORS

          In addition to the other information set forth in this report, including the important information in the section entitled “Private Securities Litigation Reform Act,” you should carefully consider the “Risk Factors” discussed in our Form 10-K for the year ended June 30, 2010 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this report, and materially adversely affect our financial condition or future results. Although we are not aware of any other factors that we currently anticipate will cause our forward-looking statements to differ materially from our future actual results, or materially affect the Company’s financial condition or future results, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial might materially adversely affect our actual business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 5. OTHER INFORMATION

          None.

ITEM 6. EXHIBITS

(a) Exhibits — See Exhibit Index on page following signatures

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 12, 2010	CARDIOVASCULAR SYSTEMS, INC.
	By	/s/ David L. Martin
		David L. Martin
		President and Chief Executive Officer (Principal Executive Officer)
	By	/s/ Laurence L. Betterley
		Laurence L. Betterley
		Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX
CARDIOVASCULAR SYSTEMS, INC.
FORM 10-Q

Exhibit No.	Description
10.1†	Summary of Fiscal Year 2011 Executive Officer Base Salaries. (1)
10.2†*	Summary of Fiscal Year 2011 Executive Officer Annual Cash Incentive Compensation Plan.
10.3*	Settlement Agreement among ev3, Inc., ev3 Endovascular, Inc., FoxHollow Technologies, Inc., Tyco Healthcare Group LP d/b/a Covidien, Cardiovascular Systems, Inc., Aaron Lew, Paul Tyska, Sean Collins, David Gardner, Michael Micheli, Kevin Moore, Steve Pringle, Jason Proffitt, Thadd Taylor and Ren Treanor-Sarria, dated October 29, 2010.
31.1*	Certification of 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 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.

*	Filed herewith.
†	Compensatory plan or agreement.
(1)	Previously filed with the SEC as an Exhibit to and incorporated herein by reference from the Company’s Annual Report on Form 10-K filed on September 28, 2010.

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EX-10.2

Exhibit 10.2

SUMMARY OF FISCAL YEAR 2011 EXECUTIVE OFFICER
ANNUAL CASH INCENTIVE COMPENSATION PLAN

     For the twelve month period ending June 30, 2011, each executive officer of Cardiovascular Systems, Inc. is eligible to receive cash incentive compensation as follows:

     Revenue and Adjusted EBITDA Financial Goals

     Receipt of cash incentive compensation for fiscal 2011 is based on the Company’s achievement of revenue and adjusted EBITDA financial goals. Target bonus amounts are split evenly between these two goals. None of the executive officers is subject to individual goals under the plan. Target bonus levels as a percentage of base salary are 75% for the President and Chief Executive Officer and 50% for the other executive officers. Depending upon the Company’s performance against the goals, participants are eligible to earn 50% to 150% of their target bonus amount for adjusted EBITDA and 50% to 150% of their target bonus amount for revenue; however, in the event of extraordinary revenue performance above the goals set by the Board, the participants could receive incentive payments greater than 150% of their targets for the revenue goal based upon a formula established by the Board, with no maximum payout set under the plan. The plan criteria are the same for all of the executive officers.

     Management by Objective Targets

     The plan also provides “management by objective” (MBO) targets related to certain predetermined FDA and product achievement milestones for the first six months and full year periods of fiscal 2011. Achievement of the MBO targets could result in additional cash bonuses to executive officers of 3.75% of their annual base salaries for each of the target periods.

     Other Incentives

     In addition to incentives under the plan, the Company’s Vice President of Sales and Vice President of Business Development are eligible to receive monthly sales commissions. The Board also has authority to grant additional discretionary cash bonuses of up to 10% of annual base salary for any executive officer.

EX-10.3

Exhibit 10.3

SETTLEMENT AGREEMENT

     THIS SETTLEMENT AGREEMENT (“Agreement”) is made and entered into among ev3 Inc., ev3 Endovascular, Inc., (collectively, “ev3”), FoxHollow Technologies, Inc., (“FoxHollow”), Tyco Healthcare Group LP d/b/a Covidien (“Covidien”), Cardiovascular Systems, Inc. (“CSI”), Aaron Lew (“Lew”), Paul Tyska (“Tyska”), Sean Collins (“Collins”), David Gardner (“Gardner”), Michael Micheli (“Micheli”), Kevin Moore (“Moore”), Steve Pringle (“Pringle”), Jason Proffitt (“Proffitt”), Thadd Taylor (“Taylor”), and Rene Treanor-Sarria (“Treanor-Sarria”). The above identified persons are referred to collectively as “Parties” and individually as “Party.”

     RECITALS:

     1. ev3 and FoxHollow commenced a lawsuit in Ramsey County District Court, State of Minnesota entitled ev3 Inc., et al. v. Cardiovascular Systems, Inc., et al., Court File No. 62 CV-07-5977 (“Lawsuit”). CSI asserted counterclaims in the Lawsuit. Collins, Gardner, Micheli, Moore, Pringle, Proffitt, Taylor and Treanor-Sarria were subsequently dismissed from the Lawsuit in their capacity as individual defendants.

     2. The Parties wish to settle and fully and finally resolve and terminate all disputes and claims between them under the terms set forth in this Agreement.

     AGREEMENT:

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby universally acknowledged, the Parties agree as follows:

     1. Payment. CSI shall deliver the sum of One Million and No/100 Dollars ($1,000,000.00) to ev3 as follows:

     (a) Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) shall be delivered to ev3 by certified funds or wire transfer on or before October 29, 2010; and

     (b) Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall be delivered by CSI as a Promissory Note in the form of the document attached hereto as Exhibit A (“Promissory Note”), which shall be executed and delivered to ev3 on or before October 29, 2010.

     2. Mutual Releases. The Parties agree to a full, final and mutual release of all claims and disputes as provided below; however, the releases shall not extend to: i) obligations created by this Agreement; ii) the Promissory Note; or iii) any contractual obligation of a person formerly employed by ev3 or FoxHollow (who subsequently became employed by CSI) relating to ev3 or FoxHollow’s proprietary, confidential or trade secret information, except as to actions, inactions or matters that have occurred or arisen as of October 29, 2010, all of such rights and obligations are specifically reserved.

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With these exceptions, the Parties agree to the following releases:

     (a) ev3, FoxHollow, and Covidien’s Release of CSI. ev3, FoxHollow, and Covidien, on behalf of themselves and their predecessors, successors, parent entities, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, shareholders, insurers and assigns (collectively, “ev3 Releasing Parties”), hereby forever, fully and unconditionally release and discharge CSI and its predecessors, successors, parent entities, subsidiaries, affiliates, and all of their present and former officers, directors, employees, agents, attorneys, shareholders, insurers and assigns (collectively, “CSI Released Parties”), from all obligations, offsets, actions, suits, debts, sums of money, contracts, covenants, agreements, promises, legal rights, claims, counterclaims, causes of action, demands, damages, costs, compensation, liabilities, losses and expenses of any nature or of any kind, whether known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or nonaccrued, which any of the ev3 Releasing Parties ever had, now have, or claim to have, whether grounded in law or equity, in contract or in tort, by statute or otherwise against any or all of the CSI Released Parties by reason of any action, inaction or matter whatsoever occurring or arising on or prior to October 29, 2010.

     It is the intention of the Parties that this release shall operate as a full and final settlement of any of the CSI Released Parties’ past, present, direct, indirect, and derivative liabilities to any and all of the ev3 Releasing Parties relating to or arising out of events and occurrences taking place on or prior to October 29, 2010.

     (b) ev3, FoxHollow, and Covidien’s Release of Lew, Tyska, Collins, Gardner, Micheli, Moore, Pringle, Proffitt, Taylor, and Treanor-Sarria. ev3 Releasing Parties hereby forever, fully and unconditionally release and discharge Lew, Tyska, Collins, Gardner, Micheli, Moore, Pringle, Proffitt, Taylor, and Treanor-Sarria and their respective representatives, heirs, agents, assigns, attorneys, and spouses, if any, (collectively, “Released individuals”), from all obligations, offsets, actions, suits, debts, sums of money, contracts, covenants, agreements, promises, legal rights, claims, counterclaims, causes of action, demands, damages, costs, compensation, liabilities, losses and expenses of any nature or of any kind, whether known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or nonaccrued, which any of the ev3 Releasing Parties ever had, now have, or claim to have, whether grounded in law or equity, in contract or in tort, by statute or otherwise against any or all of the Released Individuals by reason of any action, inaction or matter whatsoever occurring or arising on or prior to October 29, 2010.

     It is the intention of the Parties that this release shall operate as a full and final settlement of any of the Released Individuals’ past, present, direct, indirect, and derivative liabilities to any and all of the ev3 Releasing Parties relating to or arising out of events and occurrences taking place on or prior to October 29, 2010.

     The Parties understand that ev3 Releasing Parties are not releasing the Released Individuals from any future obligations to maintain the confidentiality of ev3 or

2

FoxHollow’s confidential, proprietary or trade secret information as may be set forth in an agreement with ev3 and/or FoxHollow.

     (c) CST’s Release of ev3, FoxHollow and Covidien. CST, on behalf of itself and its predecessors, successors, parent entities, subsidiaries, affiliates, officers, directors, employees, agents, attorneys, shareholders, insurers and assigns (collectively, “CSI Releasing Parties”), hereby forever, fully and unconditionally release and discharge ev3, FoxHollow and Covidien and their predecessors, successors, parent entities, subsidiaries, affiliates, and all of their present and former officers, directors, employees, agents, attorneys, shareholders, insurers and assigns (collectively, “ev3 Released Parties”), from all obligations, offsets, actions, suits, debts, sums of money, contracts, covenants, agreements, promises, legal rights, claims, counterclaims, causes of action, demands, damages, costs, compensation, liabilities, losses and expenses of any nature or of any kind, whether known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or nonaccrued, which any of the CSI Releasing Parties ever had, now have, or claim to have, whether grounded in law or equity, in contract or in tort, by statute or otherwise against any or all of the ev3 Released Parties by reason of any action, inaction or matter whatsoever occurring or arising on or prior to October 29, 2010.

     It is the intention of the Parties that this release shall operate as a full and final settlement of any of the ev3 Released Parties’ past, present, direct, indirect, and derivative liabilities to any and all of the CSI Releasing Parties relating to or arising out of events and occurrences taking place on or prior to October 29, 2010.

     (d) Lew, Tyska, Collins, Gardner, Micheli, Moore, Pringle, Proffitt, Taylor, and Treanor-Sarria’s Release of ev3, FoxHollow and Covidien. Lew, Tyska, Collins, Gardner, Micheli, Moore, Pringle, Proffitt, Taylor, and Treanor-Sarria and their respective representatives, heirs, agents, assigns, attorneys, and spouses, if any, (collectively, “Individual Releasing Parties”), hereby forever, fully and unconditionally release and discharge ev3 Released Parties, from all obligations, offsets, actions, suits, debts, sums of money, contracts, covenants, agreements, promises, legal rights, claims, counterclaims, causes of action, demands, damages, costs, compensation, liabilities, losses and expenses of any nature or of any kind, whether known or unknown, asserted or unasserted, liquidated or unliquidated, absolute or contingent, accrued or nonaccrued, which any of the Individual Releasing Parties ever had, now have, or claim to have, whether grounded in law or equity, in contract or in tort, by statute or otherwise against any or all of the ev3 Released Parties by reason of any action, inaction or matter whatsoever occurring or arising on or prior to October 29, 2010.

     It is the intention of the Parties that this release shall operate as a full and final settlement of any of the ev3 Released Parties’ past, present, direct, indirect, and derivative liabilities to any and all of the Individual Releasing Parties relating to or arising out of events and occurrences taking place on or prior to October 29, 2010.

3

     The Parties understand that the Individual Releasing Parties are not releasing the ev3 Released Parties from any future obligation to arbitrate claims with them as may be set forth in an agreement with ev3 and/or FoxHollow.

     3. No Admission of Liability. It is expressly understood and agreed that this Agreement constitutes a compromise and settlement of disputed claims and that this Agreement is not intended, nor shall it be construed by anyone, to be an admission of liability by or on behalf of any Party hereto, by whom all such liability is expressly denied, the Parties intending merely to avoid the cost and inconvenience of continuing with the Lawsuit.

     4. Attorneys’ Fees And Costs. It is agreed that each Party will bear its, his or her own costs and expenses, including but not limited to attorneys’ fees, incurred with respect to the Lawsuit, the drafting of this Agreement and the Promissory Note, and all other matters addressed in or related to this Agreement, except that CSI shall be obligated to pay the holder of the Promissory Note all reasonable costs and fees (including but not limited to reasonable attorneys’ fees), the holder incurs if the holder prevails in any proceeding to enforce or exercise its rights to payment under the Promissory Note as set forth in the Promissory Note.

     5. Stipulation of Dismissal. Two (2) business days after the latter of the execution of this Agreement and CSI’s satisfaction of its obligations under Paragraph 1 of this Agreement, counsel for the Parties shall execute and file with the Ramsey County District Court a stipulation of dismissal of the Lawsuit with prejudice and on the merits, and without an award of attorneys’ fees, costs or disbursements to any party, which shall include a stipulation to the dismissal and vacation of the Court’s Order, dated January 10, 2008, in the form attached hereto as Exhibit B.

     6. Stipulated Protective Order. The Stipulated Protective Order, dated February 25, 2008, remains in full force and effect. The Parties agree that any subsequent dispute concerning the Protective Order shall be decided by Rick Solum as a binding arbitrator.

     7. Governing Law; Venue. This Agreement shall be construed and interpreted under the laws of the State of Minnesota without regard to its conflict-of-law principles.

     8. Severability. If any provision of this Agreement is held to be unlawful or unenforceable in any respect by a court of competent jurisdiction, such provision shall be severed and shall not affect the validity or enforceability of the remaining provisions. Further, if any provision of this Agreement is held to be overbroad, such provision shall be deemed amended to narrow the application to the extent necessary to render the provision enforceable according to applicable law.

     9. Execution and Delivery. This Agreement may be executed in counterparts, which taken together shall constitute one agreement binding on all parties. Facsimile and electronically transmitted signatures shall be valid and binding to the same extent as signatures delivered in original. In making proof of this Agreement, it will be necessary to produce only one copy signed (or reproduced from an electronically delivered signature) by the Party to be charged.

     10. Benefit and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.

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     11. Consultation with Advisors; Knowing Agreement. Each Party represents that he, she, or it has had the opportunity to consult with legal, financial, and other professional advisors as he, she, or it deems appropriate in connection with his, her, or its consideration, execution and delivery of this Agreement. Each Party represents that he, she, or it has read this Agreement carefully and understands all of its terms.

     12. Entire Agreement. This Agreement and the documents attached hereto set forth the entire agreement and understanding of the Parties regarding the ettlement of the claims described in this Agreement, and this Agreement supersedes all prior representations, statements, proposals, negotiations, discussions, understandings and agreements regarding such settlement, including but not limited to the Binding Mediated Settlement Agreement entered into on October 4, 2010. This Agreement may not be modified or amended except in a writing signed by all of the Parties hereto that expressly references this Agreement.

     13. Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The Parties agree that each of them and their respective legal counsel has reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement.

ev3 Inc.:		Cardiovascular Systems, Inc.:
By:	/s/ Michael Cowhig	By:	/s/ James E. Flaherty
	Its: Vice President		Its: Chief Administrative Officer
ev3 Endovascular, Inc.:
By:	/s/ Michael Cowhig		/s/ Aaron Lew
	Its: Vice President		Aaron Lew (individually)
FoxHollow Technologies, Inc.:
By:	/s/ Michael Cowhig		/s/ Paul Tyska
	Its: Vice President		Paul Tyska (individually)

5

Tyco Healthcare Group LP d/b/a Covidien:
By:	/s/ Michael Cowhig	/s/ Sean Collins
	Its: Vice President	Sean Collins (individually)
		/s/ David Gardner
		David Gardner (individually)
		/s/ Michael Micheli
		Michael Micheli (individually)
		/s/ Kevin Moore
		Kevin Moore (individually)
		/s/ Jason Proffitt
		Jason Profitt (individually)
		/s/ Steve Pringle
		Steve Pringle (individually)
		/s/ Thadd Taylor
		Thadd Taylor (individually)
		/s/ Renee Treanor-Sarria
		Renee Treanor-Sarria (individually)

6

PROMISSORY NOTE

	October 29, 2010
$250,000.00	St. Paul, Minnesota

     FOR VALUE RECEIVED, Cardiovascular Systems, Inc. (“Debtor”) hereby promises to pay to the order of ev3 Inc. or its endorsees, successors and assigns (“Holder”), the principal sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the manner provided in this Promissory Note (“Note”). The unpaid principal amount of this Note shall bear simple interest from the date first above written at the rate of three and one-half percent (3.5%) per annum, which principal and interest is due and payable on or before January 1, 2014.

     This Note is not secured and shall only be subordinate to any other debt of the Debtor existing as of the date first above written.

     All payments of principal and interest shall be paid by Debtor to Holder at 3033 Campus Drive, Plymouth, MN 55441, or at such other address as Holder may designate in writing to Debtor from time to time by certified or registered mail. Debtor may prepay, with no penalty or premium, the principal and interest of this Note, in whole or in part and from time to time. All payments shall first be applied to interest on the unpaid principal amount and the remainder to principal.

     Upon the occurrence of any of the following events of default (each, an “Event of Default”), and the passage of 10 business days following written notice of default without cure, all of the then outstanding principal balance plus accrued interest of this Note shall automatically become immediately due and payable:

(a)	Debtor enters into a written agreement for the sale of all or substantially all of its assets;
(b)	Debtor fails to satisfy a judgment in an amount exceeding $250,000 entered by a court of law within sixty (60) days after entry of the judgment except as such judgment is being appealed with a stay of any ability of the judgment creditor to execute on the judgment; or
(c)	Debtor applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for itself or any of its property, or makes a general assignment composition, or similar device for the benefit of its creditors; or a trustee, receiver or other custodian is otherwise appointed for Debtor or any of its assets; or an attachment or receivership of assets or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced by or against Debtor; or Debtor takes any corporate action to authorize any of the foregoing.

EXHIBIT A

     Debtor shall be obligated to pay Holder all reasonable costs and fees (including but not limited to reasonable attorneys’ fees) Holder incurs if Holder prevails in any proceeding to enforce or exercise its rights to payment under this Note.

     Debtor hereby waives presentment for payment, protest and notice of non-payment. Debtor hereby waives any right to set off and/or recoupment against Holder in connection with any claim it now or hereafter may have against Holder, and agrees it will not urge or assert any claim including but not limited to a set-off and/or recoupment, it may have now or hereafter against Holder as a defense against payment of this Note.

     Holder shall not be deemed to have waived any of its rights or remedies under this Note unless such waiver is expressed in a writing signed by Holder. No delay or omission by Holder in exercising, or failure by Holder on any one or more occasions to exercise, any of Holder’s rights hereunder, at law or in equity, including without limitation, Holder’s right after the occurrence of any Event of Default to declare the entire indebtedness evidenced hereby immediately due and payable, shall be construed as a novation of this Note or shall operate as a waiver or prevent the subsequent exercise of any or all such rights.

     Acceptance by Holder of any portion or all of any sum payable hereunder, whether before, on or after the due date of such payment shall not be a waiver of Holder’s right either to require prompt payment when due of all other sums payable hereunder or to exercise any of Holder’s rights, powers and remedies hereunder. Debtor expressly waives the benefit of any statute or rule of law or of equity now provided, or which may hereafter be provided, which would produce a result contrary to, or in conflict with, the foregoing.

     The provisions of this Note can not be changed, amended, or discharged orally, and any oral change, amendment or discharge of any term or provision of this Note shall be without authority and of no force or effect. The provisions of this Note can be changed, amended, or discharged only by an instrument in writing signed by Debtor and Holder.

     All of the provisions of this Note are binding on Debtor’s successors and assigns and shall inure to the benefit of Holder and its successors, assigns and endorsees, with Holder having the unfettered right to assigns its rights under this Note.

     THE UNDERSIGNED WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS INSTRUMENT ARE INVOLVED, ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS INSTRUMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

     This Note is governed in all respects by the internal laws of the State of Minnesota without regard to the conflicts-of-law rules of any jurisdiction.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Debtor has caused this Promissory Note to be signed by its duly authorized officer as of the date first above written.

CARDIOVASCULAR SYSTEMS, INC.
By:
	Its:

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STATE OF MINNESOTA		DISTRICT COURT
COUNTY OF RAMSEY		SECOND JUDICIAL DISTRICT
		CASE TYPE: OTHER CIVIL
ev3 Inc., a Delaware corporation, ev3	)
Endovascular, Inc., a Delaware	)	Court File No. 62-CV-07-5977
corporation, and FoxHollow Technologies,	)	Honorable Robert A. Awsumb
Inc., a Delaware corporation,	)
	)
Plaintiffs,	)
	)
vs.	)	STIPULATION AND ORDER OF
	)	DISMISSAL WITH PREJUDICE
Cardiovascular Systems, Inc., a Minnesota	)
corporation, Aaron Lew, an individual, and	)
Paul Tyska, an individual,	)
	)
Defendants.	)

     IT IS HEREBY STIPULATED AND AGREED, by and between the parties to the above-captioned action, through their undersigned counsel, that the Court may enter an Order as follows:

     1. The above-entitled action is dismissed with prejudice, on the merits and in its entirety, with each party bearing its own costs, disbursements and attorneys’ fees; and

     2. The Court’s January 10, 2008, Order is dismissed and vacated, and the January 10, 2008, Order shall have no further force or effect.

	OPPENHEIMER WOLFF & DONNELLY LLP
Dated:                     , 2010	By:
		Jeffrey J. Bouslog (#174671)
		Kathy S. Kimmel (#268823) Dennis E. Hansen (#386734) 45 South Seventh Street Plaza VII Building, Suite 3300 Minneapolis, MN 55402-1609 (612) 607-7000 ATTORNEYS FOR PLAINTIFFS

EXHIBIT B 

	ANTHONY OSTLUND BAER & LOUWAGIE PA.
Dated:                     , 2010	By:
		Joseph W. Anthony (2872)
		Mary L. Knoblauch (159645) Courtland C. Merrill (311984) 3600 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 (612) 349-6969 ATTORNEYS FOR DEFENDANTS

ORDER

     Pursuant to the foregoing stipulation, IT IS HEREBY ORDERED THAT:

     1. The stipulation of the parties is hereby adopted by the Court and incorporated by reference.

     2. The above-entitled action is dismissed with prejudice, on the merits and in its entirety, with each party bearing its own costs, disbursements and attorneys’ fees.

     3. The Court’s Order entered in this action on January 10, 2008, is dismissed and vacated, and the January 10, 2008, Order shall have no further force or effect.

	BY THE COURT:
Dated:                     , 2010	Robert A. Awsumb Judge of District Court

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EX-31.1

Exhibit 31.1

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David L. Martin, certify that:

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/ David L. Martin
Dated: November 12, 2010		David L. Martin
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Laurence L. Betterley, certify that:

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: November 12, 2010		Laurence L. Betterley
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (the “Report”) by Cardiovascular Systems, Inc. (“Registrant”), I, David L. Martin, the Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

     1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	By:	/s/ David L. Martin
Dated: November 12, 2010		David L. Martin
		President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (the “Report”) by Cardiovascular Systems, Inc. (“Registrant”), I, Laurence L. Betterley, the Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

     1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	By:	/s/ Laurence L. Betterley
Dated: November 12, 2010		Laurence L. Betterley
		Chief Financial Officer