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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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68-0328265
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
|
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o
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Accelerated filer
|
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 6.
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June 30,
2011 |
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December 31,
2010 |
||||
ASSETS
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30,865
|
|
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$
|
38,191
|
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Accounts receivable, net of allowance for doubtful accounts of $191 and $118, respectively.
|
12,560
|
|
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12,212
|
|
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Other receivables
|
379
|
|
|
515
|
|
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Inventories
|
13,568
|
|
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8,350
|
|
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Prepaid expenses and other current assets
|
846
|
|
|
560
|
|
||
Total current assets
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58,218
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|
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59,828
|
|
||
Property and equipment, net
|
2,668
|
|
|
2,429
|
|
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Goodwill
|
27,073
|
|
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27,073
|
|
||
Intangibles, net
|
44,151
|
|
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44,863
|
|
||
Deposits and other assets
|
187
|
|
|
182
|
|
||
Total assets
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$
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132,297
|
|
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$
|
134,375
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
4,546
|
|
|
$
|
3,623
|
|
Accrued payroll
|
5,853
|
|
|
5,310
|
|
||
Accrued expenses and other liabilities
|
3,126
|
|
|
2,310
|
|
||
Total current liabilities
|
13,525
|
|
|
11,243
|
|
||
Deferred income taxes
|
1,029
|
|
|
1,029
|
|
||
Deferred rent
|
17
|
|
|
—
|
|
||
Contingently issuable common stock (Note 10)
|
36,800
|
|
|
28,200
|
|
||
Total liabilities
|
51,371
|
|
|
40,472
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized. No shares issued and outstanding.
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 75,000,000 shares authorized. 57,726,000 and 56,896,000 shares issued, respectively. 57,231,000 and 56,401,000 shares outstanding, respectively.
|
58
|
|
|
57
|
|
||
Additional paid-in capital
|
235,500
|
|
|
230,017
|
|
||
Accumulated deficit
|
(153,971
|
)
|
|
(135,510
|
)
|
||
Treasury stock, at cost, 495,000 shares
|
(661
|
)
|
|
(661
|
)
|
||
Total stockholders’ equity
|
80,926
|
|
|
93,903
|
|
||
Total liabilities and stockholders’ equity
|
$
|
132,297
|
|
|
$
|
134,375
|
|
|
Three Months Ended
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|
Six Months Ended
|
||||||||||||
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June 30,
|
|
June 30,
|
||||||||||||
|
2011
|
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2010
|
|
2011
|
|
2010
|
||||||||
Revenue
|
$
|
19,175
|
|
|
$
|
15,654
|
|
|
$
|
37,723
|
|
|
$
|
30,134
|
|
Cost of goods sold
|
4,150
|
|
|
3,612
|
|
|
8,523
|
|
|
6,973
|
|
||||
Gross profit
|
15,025
|
|
|
12,042
|
|
|
29,200
|
|
|
23,161
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
5,178
|
|
|
1,800
|
|
|
9,184
|
|
|
3,653
|
|
||||
Clinical and regulatory affairs
|
898
|
|
|
626
|
|
|
1,815
|
|
|
1,048
|
|
||||
Marketing and sales
|
10,802
|
|
|
7,590
|
|
|
21,300
|
|
|
14,567
|
|
||||
General and administrative
|
3,324
|
|
|
2,213
|
|
|
6,903
|
|
|
4,284
|
|
||||
Total operating expenses
|
20,202
|
|
|
12,229
|
|
|
39,202
|
|
|
23,552
|
|
||||
Loss from operations
|
(5,177
|
)
|
|
(187
|
)
|
|
(10,002
|
)
|
|
(391
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
6
|
|
|
7
|
|
|
16
|
|
|
11
|
|
||||
Interest expense
|
(2
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|
(7
|
)
|
||||
Gain on sale of equipment
|
141
|
|
|
—
|
|
|
141
|
|
|
—
|
|
||||
Other expense
|
(34
|
)
|
|
(198
|
)
|
|
(7
|
)
|
|
(218
|
)
|
||||
Change in fair value of contingent consideration
related to acquisition (Note 10)
|
(8,600
|
)
|
|
—
|
|
|
(8,600
|
)
|
|
—
|
|
||||
Total other expense
|
(8,489
|
)
|
|
(193
|
)
|
|
(8,459
|
)
|
|
(214
|
)
|
||||
Net loss
|
$
|
(13,666
|
)
|
|
$
|
(380
|
)
|
|
$
|
(18,461
|
)
|
|
$
|
(605
|
)
|
Basic and diluted net loss per share
|
$
|
(0.24
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.01
|
)
|
Shares used in computing basic and diluted net loss per share
|
56,217
|
|
|
48,325
|
|
|
56,062
|
|
|
48,160
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2011
|
|
2010
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(18,461
|
)
|
|
$
|
(605
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,537
|
|
|
1,218
|
|
||
Stock-based compensation
|
1,884
|
|
|
1,365
|
|
||
Change in fair value of contingent consideration
related to acquisition (Note 10) |
8,600
|
|
|
—
|
|
||
Gain on sale of equipment
|
(141
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(348
|
)
|
|
(2,777
|
)
|
||
Other receivables
|
336
|
|
|
(113
|
)
|
||
Inventories
|
(5,044
|
)
|
|
(874
|
)
|
||
Prepaid expenses and other current assets
|
(291
|
)
|
|
(8
|
)
|
||
Accounts payable
|
733
|
|
|
988
|
|
||
Accrued payroll
|
543
|
|
|
(1,408
|
)
|
||
Accrued expenses and other liabilities
|
857
|
|
|
121
|
|
||
Net cash used in operating activities
|
(9,795
|
)
|
|
(2,093
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,011
|
)
|
|
(491
|
)
|
||
Net cash used in investing activities
|
(1,011
|
)
|
|
(491
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from sale of common stock under employee stock purchase plan
|
1,053
|
|
|
614
|
|
||
Proceeds from exercise of stock options
|
2,468
|
|
|
372
|
|
||
Repayments of long-term debt
|
(41
|
)
|
|
(39
|
)
|
||
Net cash provided by financing activities
|
3,480
|
|
|
947
|
|
||
Net decrease in cash and cash equivalents
|
(7,326
|
)
|
|
(1,637
|
)
|
||
Cash and cash equivalents, beginning of period
|
38,191
|
|
|
24,065
|
|
||
Cash and cash equivalents, end of period
|
$
|
30,865
|
|
|
$
|
22,428
|
|
(a)
|
Description of Business
|
(b)
|
Basis of Presentation
|
|
Useful Life
|
Office furniture, computer hardware, software, and production equipment
|
Three to seven years
|
Leasehold improvements
|
Shorter of useful life or remaining term of lease, with expected extensions
|
|
Useful Life
|
Goodwill
|
Indefinite lived
|
In-process research and development
|
Indefinite lived until commercial launch of underlying technology, then amortized over its then remaining useful life on a straight-line basis
|
Developed technology
|
Ten years, amortized on a straight-line basis
|
Patent
|
Five years, amortized on a straight-line basis
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
2011 |
|
June 30,
2010 |
|
June 30,
2011 |
|
June 30,
2010 |
||||||||
Cost of goods sold
|
—
|
|
|
39
|
|
|
40
|
|
|
98
|
|
||||
Marketing and sales
|
445
|
|
|
298
|
|
|
851
|
|
|
534
|
|
||||
Research and development
|
277
|
|
|
63
|
|
|
415
|
|
|
111
|
|
||||
Clinical and regulatory affairs
|
35
|
|
|
25
|
|
|
61
|
|
|
47
|
|
||||
General and administrative
|
329
|
|
|
318
|
|
|
517
|
|
|
678
|
|
||||
Total
|
$
|
1,086
|
|
|
$
|
743
|
|
|
$
|
1,884
|
|
|
$
|
1,468
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||
Net loss
|
(13,666
|
)
|
|
(380
|
)
|
|
(18,461
|
)
|
|
(605
|
)
|
Weighted average shares
|
56,217
|
|
|
48,325
|
|
|
56,062
|
|
|
48,160
|
|
Net loss per share
|
(0.24
|
)
|
|
(0.01
|
)
|
|
(0.33
|
)
|
|
(0.01
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||
Common stock options
|
233,465
|
|
|
1,207,388
|
|
|
264,188
|
|
|
1,344,499
|
|
|
June 30,
2011 |
|
December 31,
2010 |
||||
Raw materials
|
$
|
2,549
|
|
|
$
|
2,051
|
|
Work-in-process
|
5,467
|
|
|
1,851
|
|
||
Finished goods
|
5,552
|
|
|
4,448
|
|
||
Total inventories
|
$
|
13,568
|
|
|
$
|
8,350
|
|
|
June 30,
2011 |
|
December 31,
2010 |
||||
Deferred income taxes
|
1,029
|
|
|
1,029
|
|
||
Deferred rent
|
17
|
|
|
—
|
|
||
Contingently issuable common stock
|
36,800
|
|
|
28,200
|
|
||
Total long-term liabilities
|
$
|
37,846
|
|
|
$
|
29,229
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
United States
|
$
|
16,598
|
|
|
$
|
12,762
|
|
|
$
|
31,960
|
|
|
$
|
24,777
|
|
|
|
|
|
|
|
|
|
||||||||
Europe
|
649
|
|
|
931
|
|
|
1,886
|
|
|
2,058
|
|
||||
South America
|
1,005
|
|
|
771
|
|
|
2,370
|
|
|
1,651
|
|
||||
Asia
|
535
|
|
|
1,054
|
|
|
864
|
|
|
1,380
|
|
||||
Other
|
388
|
|
|
136
|
|
|
643
|
|
|
268
|
|
||||
Total outside United States
|
$
|
2,577
|
|
|
$
|
2,892
|
|
|
$
|
5,763
|
|
|
$
|
5,357
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenue
|
$
|
19,175
|
|
|
$
|
15,654
|
|
|
$
|
37,723
|
|
|
$
|
30,134
|
|
|
June 30,
2011 |
|
December 31,
2010 |
||||
Goodwill
|
$
|
27,073
|
|
|
$
|
27,073
|
|
|
|
|
|
||||
Intangible assets:
|
|
|
|
||||
Indefinite lived intangibles
|
|
|
|
||||
In-process research and development
|
$
|
40,100
|
|
|
$
|
40,100
|
|
Trademarks and trade names
|
2,708
|
|
|
2,708
|
|
||
|
|
|
|
||||
Finite lived intangibles
|
|
|
|
||||
Developed technology
|
$
|
14,050
|
|
|
$
|
14,050
|
|
Accumulated amortization
|
(12,762
|
)
|
|
(12,060
|
)
|
||
Developed technology, net
|
1,288
|
|
|
1,990
|
|
||
|
|
|
|
||||
Patent
|
100
|
|
|
100
|
|
||
Accumulated amortization
|
(45
|
)
|
|
(35
|
)
|
||
Patent, net
|
55
|
|
|
65
|
|
||
Intangible assets (excluding goodwill), net
|
$
|
44,151
|
|
|
$
|
44,863
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2011
|
|
June 30, 2010
|
|
June 30, 2011
|
|
June 30, 2010
|
||||||||
Amortization expense
|
$
|
356
|
|
|
$
|
351
|
|
|
$
|
713
|
|
|
$
|
703
|
|
|
Amortization Expense
|
||
Remainder of 2011
|
$
|
713
|
|
2012
|
$
|
605
|
|
2013
|
$
|
20
|
|
2014
|
$
|
5
|
|
|
Fair Value of Contingently Issuable Common Stock
|
||
December 31, 2010
|
$
|
28,200
|
|
Fair value adjustment of Contingent Payment (non-cash)
|
8,600
|
|
|
June 30, 2011
|
$
|
36,800
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||||||||||
Total revenue
|
$
|
19,175
|
|
|
100.0
|
%
|
|
$
|
15,654
|
|
|
100.0
|
%
|
|
$
|
37,723
|
|
|
100.0
|
%
|
|
$
|
30,134
|
|
|
100.0
|
%
|
Cost of goods sold
|
4,150
|
|
|
21.6
|
%
|
|
3,612
|
|
|
23.1
|
%
|
|
8,523
|
|
|
22.6
|
%
|
|
6,973
|
|
|
23.1
|
%
|
||||
Gross profit
|
15,025
|
|
|
78.4
|
%
|
|
12,042
|
|
|
76.9
|
%
|
|
29,200
|
|
|
77.4
|
%
|
|
23,161
|
|
|
76.9
|
%
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Research and development
|
5,178
|
|
|
27.0
|
%
|
|
1,800
|
|
|
11.5
|
%
|
|
9,184
|
|
|
24.3
|
%
|
|
3,653
|
|
|
12.1
|
%
|
||||
Clinical Affairs
|
898
|
|
|
4.7
|
%
|
|
626
|
|
|
4.0
|
%
|
|
1,815
|
|
|
4.8
|
%
|
|
1,048
|
|
|
3.5
|
%
|
||||
Marketing and sales
|
10,802
|
|
|
56.3
|
%
|
|
7,590
|
|
|
48.5
|
%
|
|
21,300
|
|
|
56.5
|
%
|
|
14,567
|
|
|
48.3
|
%
|
||||
General and administrative
|
3,324
|
|
|
17.3
|
%
|
|
2,213
|
|
|
14.1
|
%
|
|
6,903
|
|
|
18.3
|
%
|
|
4,284
|
|
|
14.2
|
%
|
||||
Total operating expenses
|
20,202
|
|
|
105.4
|
%
|
|
12,229
|
|
|
78.1
|
%
|
|
39,202
|
|
|
103.9
|
%
|
|
23,552
|
|
|
78.2
|
%
|
||||
Loss from operations
|
(5,177
|
)
|
|
(27.0
|
)%
|
|
(187
|
)
|
|
(1.2
|
)%
|
|
(10,002
|
)
|
|
(26.5
|
)%
|
|
(391
|
)
|
|
(1.3
|
)%
|
||||
Total other income (expense)
|
(8,489
|
)
|
|
(44.3
|
)%
|
|
(193
|
)
|
|
(1.2
|
)%
|
|
(8,459
|
)
|
|
(22.4
|
)%
|
|
(214
|
)
|
|
(0.7
|
)%
|
||||
Net income (loss)
|
$
|
(13,666
|
)
|
|
(71.3
|
)%
|
|
$
|
(380
|
)
|
|
(2.4
|
)%
|
|
$
|
(18,461
|
)
|
|
(48.9
|
)%
|
|
$
|
(605
|
)
|
|
(2.0
|
)%
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2011
|
|
2010
|
|
Variance
|
|
Percent Change
|
|||||||
|
|
(in thousands)
|
|
|
|
|
|||||||||
Revenue
|
|
$
|
19,175
|
|
|
$
|
15,654
|
|
|
$
|
3,521
|
|
|
22.5
|
%
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2011
|
|
2010
|
|
Variance
|
|
Percent Change
|
|||||||
|
|
(in thousands)
|
|
|
|
|
|||||||||
Cost of goods sold
|
|
$
|
4,150
|
|
|
$
|
3,612
|
|
|
$
|
538
|
|
|
14.9
|
%
|
Gross profit
|
|
15,025
|
|
|
12,042
|
|
|
2,983
|
|
|
24.8
|
%
|
|||
Gross margin percentage (
gross profit as a percent of revenue
)
|
|
78.4
|
%
|
|
76.9
|
%
|
|
1.5
|
%
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2011
|
|
2010
|
|
Variance
|
|
Percent Change
|
|||||||
|
|
(in thousands)
|
|
|
|
|
|||||||||
Research and development
|
|
$
|
5,178
|
|
|
$
|
1,800
|
|
|
$
|
3,378
|
|
|
187.7
|
%
|
Clinical and regulatory affairs
|
|
898
|
|
|
626
|
|
|
272
|
|
|
43.5
|
%
|
|||
Marketing and sales
|
|
10,802
|
|
|
7,590
|
|
|
3,212
|
|
|
42.3
|
%
|
|||
General and administrative
|
|
3,324
|
|
|
2,213
|
|
|
1,111
|
|
|
50.2
|
%
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2011
|
|
2010
|
|
Variance
|
|
Percent Change
|
|||||||
|
|
(in thousands)
|
|
|
|
|
|||||||||
Revenue
|
|
$
|
37,723
|
|
|
$
|
30,134
|
|
|
$
|
7,589
|
|
|
25.2
|
%
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2011
|
|
2010
|
|
Variance
|
|
Percent Change
|
|||||||
|
|
(in thousands)
|
|
|
|
|
|||||||||
Cost of goods sold
|
|
$
|
8,523
|
|
|
$
|
6,973
|
|
|
$
|
1,550
|
|
|
22.2
|
%
|
Gross profit
|
|
29,200
|
|
|
23,161
|
|
|
6,039
|
|
|
26.1
|
%
|
|||
Gross margin percentage (
gross profit as a percent of revenue
)
|
|
77.4
|
%
|
|
76.9
|
%
|
|
0.5
|
%
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|||||||||
|
|
2011
|
|
2010
|
|
Variance
|
|
Percent Change
|
|||||||
|
|
(in thousands)
|
|
|
|
|
|||||||||
Research and development
|
|
$
|
9,184
|
|
|
$
|
3,653
|
|
|
$
|
5,531
|
|
|
151.4
|
%
|
Clinical and regulatory affairs
|
|
1,815
|
|
|
1,048
|
|
|
767
|
|
|
73.2
|
%
|
|||
Marketing and sales
|
|
21,300
|
|
|
14,567
|
|
|
6,733
|
|
|
46.2
|
%
|
|||
General and administrative
|
|
6,903
|
|
|
4,284
|
|
|
2,619
|
|
|
61.1
|
%
|
|
June 30, 2011
|
|
December 31, 2010
|
|
June 30, 2010
|
||||||
|
(in thousands, except financial metrics data)
|
||||||||||
Cash and cash equivalents
|
$
|
30,865
|
|
|
$
|
38,191
|
|
|
$
|
22,428
|
|
Accounts receivable, net
|
$
|
12,560
|
|
|
$
|
12,212
|
|
|
$
|
11,119
|
|
Total current liabilities
|
$
|
13,525
|
|
|
$
|
11,243
|
|
|
$
|
6,929
|
|
Working capital surplus (a)
|
$
|
44,693
|
|
|
$
|
48,585
|
|
|
$
|
33,399
|
|
Days sales outstanding ("DSO") (b)
|
59.6
|
|
|
72.1
|
|
|
64.6
|
|
|||
Current ratio (c)
|
4.30
|
|
|
3.59
|
|
|
5.82
|
|
•
|
the continuing integration of the Nellix business;
|
•
|
the need for working capital to continue our sales growth;
|
•
|
the need for additional capital to fund future development programs or sales force expansion;
|
•
|
the need for additional capital to fund business development acquisition(s);
|
•
|
our requirements for additional facility space or manufacturing capacity;
|
•
|
our requirements for additional information technology infrastructure and systems; and
|
•
|
adverse outcome(s) from current or future litigation and the cost to defend such litigation.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
Item 4.
|
CONTROLS AND PROCEDURES.
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 6.
|
EXHIBITS
|
Exhibit 31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
Exhibit 31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
Exhibit 32.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
|
|
|
Exhibit 32.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
|
|
ENDOLOGIX, INC.
|
|
|
August 3, 2011
|
/
S
/ J
OHN
M
C
D
ERMOTT
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
August 3, 2011
|
/
S
/ R
OBERT
J. K
RIST
|
|
Chief Financial Officer and Secretary
|
|
(Principal Financial and Accounting Officer)
|
Exhibit 31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
Exhibit 31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
|
|
|
Exhibit 32.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
|
|
|
Exhibit 32.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Endologix, 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 we 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 reporting purposes in accordance with generally accepted accounting principals;
|
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 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.
|
August 3, 2011
|
By:
|
/s/ John McDermott
|
|
|
John McDermott
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Endologix, 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 we 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 reporting purposes in accordance with generally accepted accounting principals;
|
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 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.
|
August 3, 2011
|
By:
|
/s/ Robert J. Krist
|
|
|
Robert J. Krist
|
|
|
Chief Financial Officer
|
(1)
|
The Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 780(d)); and
|
(2)
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 3, 2011
|
By:
|
/s/ John McDermott
|
|
|
John McDermott
|
|
|
President and Chief Executive Officer
|
(1)
|
The Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (the “Quarterly Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 780(d)); and
|
(2)
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
August 3, 2011
|
By:
|
/s/ Robert J. Krist
|
|
|
Robert J. Krist
|
|
|
President and Chief Executive Officer
|