**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q/A**

**(AmendmentNo. 1)**

 

**(Mark One)**

 

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

 

**Forthe quarterly period ended March 31, 2004**

 

**OR**

 

| **o** |   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|--------|-----------------------------------------------------------------------------------------------|

 

**Forthe transition period from           to          **

 

**CommissionFile Number**

**0-22233**

 

**ENDOCARDIALSOLUTIONS, INC.**

(Exact name ofregistrant as specified in its charter)

 
| **Delaware**                                                    |   | **41-1724963**                       |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                            |   |                                 |
| **1350 Energy Lane, Suite 110,  St. Paul, MN**                  |   | **55108**                            |
| (Address of principal executive offices)                        |   | (Zip Code)                           |

 

**(651)523-6900**

(Registrant’stelephone number, including area code)

 

Indicate bycheck mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes  ý   No o

 

Indicate bycheck mark whether the registrant is an accelerated filer (as defined in Rule 12b-2of the Act). Yes ýNo o

 

As of May 4,2004 the number of shares outstanding of the registrant’s common stock, parvalue $.01 per share, was 21,947,360.

 

 

----

 

**EXPLANATORY NOTE**

 

EndocardialSolutions, Inc. hereby files Amendment No. 1 to its Quarterly Report on Form10-Q for the quarter ended March 31, 2004.

 

ThisAmendment is being filed solely to correct preliminary consolidated cash flowfigures that were inadvertently included in the filed Quarterly Report on Form10-Q for the quarter ended March 31, 2004. These corrections are limited to the consolidated statement of cash flowfigures listed below.  The registranthas included herewith the complete consolidated statements of cash flows ascorrected, and the amended balances are listed in the follow table:

 
|                                              |   | **For the  Three Months Ended  March 31, 2004** |       |
|---------------------------------------------------|--------|-------------------------------------------------|------------|
|                                              |   | **Amended  Balances**                           |       | **Previously  Reported  Balances** |   |
|                                              |   |                                            |       |   |   |
| **Operating activities**                          |   |                                            |       |   |   |
| Inventories                                       |   | $                                               | 35,627     |   | $ | (207,572 | ) |
| Net cash used in operating activities             |   | (3,479,776                                      | )          | (3,722,975 | ) |
|                                              |   |                                            |       |   |   |
| **Financing activities**                          |   |                                            |       |   |   |
| Proceeds from issuance of common stock            |   | 652,472                                         |       | 766,471 |   |
| Net cash provided by financing activities         |   | 557,472                                         |       | 671,421 |   |
|                                              |   |                                            |       |   |   |
| Effect of exchange rate changes on cash           |   | (91,256                                         | )          | 151,945 |   |
| (Decrease) increase in cash and cash  equivalents |   | $                                               | (3,390,002 | ) | $ | (3,276,001 | ) |

 

The second paragraph of“Liquidity and Capital Resources” under Item 2.  Management’s Discussion and Analysis of Financial Condition andResults of Operations is amended in its entirety to read as follows:

 

“For the three monthsended March 31, 2004, the Company used cash of approximately $3.5 million inits operations, compared to approximately $3.1 million for the same period in2003.”

 

(The above disclosureamends the previously reported Company use of approximately $3.7 million ofcash for the three months ended March 31, 2004).

 

Thereare no other changes to the consolidated financial statements or related notesor the other information contained in the Form 10-Q for the quarter ended March31, 2004 from the original filing.

 

2

----

 

**ConsolidatedStatements of Cash Flows**

 

**(Unaudited)**

 
|                                                                         |   | **For the  Three Months Ended  March 31,** |      |
|------------------------------------------------------------------------------|--------|--------------------------------------------|-----------|
|                                                                         |   | **2004**                                   |      | **2003** |   |
|                                                                         |   |                                       |      |   |   |
| **Operating activities**                                                     |   |                                       |      |   |   |
| Net loss                                                                     |   | $                                          | (225,153  | ) | $ | (2,161,907 | ) |
| Adjustments to reconcile net loss to net  cash used in operating activities: |   |                                       |      |   |   |
| Depreciation and amortization                                                |   | 260,285                                    |      | 268,407 |   |
| Amortization of deferred compensation                                        |   | 74,314                                     |      | 22,814 |   |
| Changes in operating assets and  liabilities:                                |   |                                       |      |   |   |
| Accounts receivable                                                          |   | (1,961,239                                 | )         | (733,062 | ) |
| Inventories                                                                  |   | 35,627                                     |      | (655,698 | ) |
| Prepaid expenses                                                             |   | (26,640                                    | )         | (31,512 | ) |
| Other assets                                                                 |   | (94,515                                    | )         | 323,141 |   |
| Accounts payable and accrued expenses                                        |   | (1,714,618                                 | )         | (819,840 | ) |
| Deferred revenue                                                             |   | 172,163                                    |      | 680,847 |   |
| Net cash used in operating activities                                        |   | (3,479,776                                 | )         | (3,106,810 | ) |
| **Investing activities**                                                     |   |                                       |      |   |   |
| Purchases of furniture and equipment                                         |   | (376,392                                   | )         | (364,159 | ) |
| Net cash used in investing activities                                        |   | (376,392                                   | )         | (364,159 | ) |
| **Financing activities**                                                     |   |                                       |      |   |   |
| Principal payments on notes payable and  capital lease obligations           |   | (95,050                                    | )         | (156,904 | ) |
| Proceeds from issuance of common stock                                       |   | 652,472                                    |      | 7,964,158 |   |
| Net cash provided by financing activities                                    |   | 557,422                                    |      | 7,807,254 |   |
| Effect of exchange rate changes on cash                                      |   | (91,256                                    | )         | (102,992 | ) |
| (Decrease) increase in cash and cash  equivalents                            |   | (3,390,002                                 | )         | 4,233,293 |   |
| Cash and cash equivalents at beginning of  period                            |   | 10,216,385                                 |      | 1,347,753 |   |
| Cash and cash equivalents at end of period                                   |   | $                                          | 6,826,383 |   | $ | 5,581,046 |   |
| **Supplemental disclosure of non-cash  investing and financing activities**  |   |                                       |      |   |   |
| Value of restricted stocks granted in  connection with consulting agreement  |   | $                                          | 1,041,000 |   | $ | — |   |

 

3

----

 

**SIGNATURES**

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
| Dated:  August 6, 2004 | ENDOCARDIAL  SOLUTIONS, INC. |
|------------------------|------------------------------|
|                   |                         |   |
|                   | By:                          | /s/ James W.  Bullock |
|                   |                         | James W.  Bullock |
|                   |                         | President  and Chief Executive Officer |
|                   |                         |   |
|                   |                         | /s/ J.  Robert Paulson |
|                   |                         | J. Robert  Paulson, Jr. |
|                   |                         | Chief  Financial Officer |
|                   |                         | (Principal  Accounting Officer) |

 

4

----