##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-28440
 ENDOLOGIX, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    68-0328265
(I.R.S. Employer
Identification Number)
 11 Studebaker, Irvine, California 92618
(Address of principal executive offices)
 (949) 595-7200
(Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



ENDOLOGIX, INC.
 Form 10-Q
 June 30, 2009
 TABLE OF CONTENTS
 PagePart I. Financial InformationItem 1. Condensed Consolidated Financial Statements (Unaudited)Condensed consolidated balance sheets at June 30, 2009 and December 31, 2008
    
    
    3Condensed consolidated statements of operations for the three and six months ended June 30, 2009
and 2008
    
    
    4Condensed consolidated statements of cash flows for the three and six months ended June 30, 2009
and 2008
    
    
    5Notes to condensed consolidated financial statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20Part II. Other Information
    
    
    21Item 1A. Risk Factors
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 6. Exhibits
    
    
    27Signatures
    
    
    28Exhibit Index
    
    
    29EX-3.1EX-31.1EX-31.2EX-32.1EX-32.2
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ENDOLOGIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and par value amounts)
(Unaudited)
 June 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    7,847
    
    
    $
    7,611Restricted cash equivalents
    
    
    500
    
    
    
    500Accounts receivable, net of allowance for doubtful accounts of $58 and $72,
respectively
    
    
    8,154
    
    
    
    6,371Other receivables
    
    
    15
    
    
    
    3Inventories
    
    
    7,241
    
    
    
    7,099Other current assets
    
    
    283
    
    
    
    443Total current assets
    
    
    24,040
    
    
    
    22,027Property and equipment, net
    
    
    2,630
    
    
    
    2,993Goodwill
    
    
    4,631
    
    
    
    4,631Intangibles, net
    
    
    6,806
    
    
    
    7,508Other assets
    
    
    96
    
    
    
    104Total assets
    
    $
    38,203
    
    
    $
    37,263LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    6,023
    
    
    $
    5,401Short-term portion of debt
    
    
    1,077
    
    
    
    750Total current liabilities
    
    
    7,100
    
    
    
    6,151Long term debt
    
    
    3,873
    
    
    
    4,250Other long term liabilities
    
    
    1,029
    
    
    
    1,045Long term liabilities
    
    
    4,902
    
    
    
    5,295Total liabilities
    
    
    12,002
    
    
    
    11,446Commitments and contingencies (Note 11)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, 44,875,000 and
44,365,000 shares issued, respectively, and 44,380,000 and 43,870,000 shares
outstanding, respectively
    
    
    45
    
    
    
    44Additional paid-in capital
    
    
    172,176
    
    
    
    170,239Accumulated deficit
    
    
    (145,332
    )
    
    
    (143,730
    )Treasury stock, at cost, 495,000 shares
    
    
    (661
    )
    
    
    (661
    )Accumulated other comprehensive income
    
    
    (27
    )
    
    
    (75
    )Total stockholders equity
    
    
    26,201
    
    
    
    25,817Total liabilities and stockholders equity
    
    $
    38,203
    
    
    $
    37,263
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ENDOLOGIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenue:Product
    
    $
    13,168
    
    
    $
    9,261
    
    
    $
    25,002
    
    
    $
    17,578License
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    24Total revenue
    
    
    13,168
    
    
    
    9,273
    
    
    
    25,002
    
    
    
    17,602Cost of product revenue
    
    
    3,256
    
    
    
    2,554
    
    
    
    6,161
    
    
    
    5,085Gross profit
    
    
    9,912
    
    
    
    6,719
    
    
    
    18,841
    
    
    
    12,517Operating expenses:Research, development and clinical
    
    
    1,469
    
    
    
    1,798
    
    
    
    2,824
    
    
    
    3,296Marketing and sales
    
    
    6,570
    
    
    
    6,144
    
    
    
    13,192
    
    
    
    11,944General and administrative
    
    
    2,260
    
    
    
    2,599
    
    
    
    4,328
    
    
    
    4,871Total operating expenses
    
    
    10,299
    
    
    
    10,541
    
    
    
    20,344
    
    
    
    20,111Loss from operations
    
    
    (387
    )
    
    
    (3,822
    )
    
    
    (1,503
    )
    
    
    (7,594
    )Other income:Interest income
    
    
    6
    
    
    
    42
    
    
    
    18
    
    
    
    40Interest expense
    
    
    (61
    )
    
    
    
    
    
    
    (123
    )
    
    
    Other income
    
    
    17
    
    
    
    18
    
    
    
    6
    
    
    
    100Total other income (expense)
    
    
    (38
    )
    
    
    60
    
    
    
    (99
    )
    
    
    140Net loss
    
    $
    (425
    )
    
    $
    (3,762
    )
    
    $
    (1,602
    )
    
    $
    (7,454
    )Basic and diluted net loss per share
    
    $
    (0.01
    )
    
    $
    (0.09
    )
    
    $
    (0.04
    )
    
    $
    (0.17
    )Shares used in computing basic and
diluted net loss per share
    
    
    43,351
    
    
    
    42,976
    
    
    
    43,348
    
    
    
    42,964
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ENDOLOGIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
(Unaudited)
 Six Months EndedJune 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (1,602
    )
    
    $
    (7,454
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,191
    
    
    
    1,201Stock-based compensation
    
    
    1,594
    
    
    
    1,368Change in:Accounts receivable
    
    
    (1,783
    )
    
    
    (440
    )Inventories
    
    
    69
    
    
    
    844Other receivables and other assets
    
    
    156
    
    
    
    496Accounts payable and accrued expenses
    
    
    607
    
    
    
    715Net cash provided by (used in) operating activities
    
    
    232
    
    
    
    (3,270
    )Cash flows provided by investing activities:Cash paid for property and equipment
    
    
    (357
    )
    
    
    (252
    )Net cash used in investing activities
    
    
    (357
    )
    
    
    (252
    )Cash flows provided by (used in) financing activities:Proceeds from sale of common stock under employee stock purchase plan
    
    
    347
    
    
    
    277Proceeds from exercise of common stock options
    
    
    16
    
    
    
    30Financing for capital purchase
    
    
    200
    
    
    
    Payments under the term loan
    
    
    (250
    )
    
    
    Net cash provided by financing activities
    
    
    313
    
    
    
    307Effect of exchange rate changes on cash and cash equivalents
    
    
    48
    
    
    
    89Net increase (decrease) in cash and cash equivalents
    
    
    236
    
    
    
    (3,126
    )Cash and cash equivalents, beginning of period
    
    
    7,611
    
    
    
    8,728Cash and cash equivalents, end of period
    
    $
    7,847
    
    
    $
    5,602Supplemental Disclosure of Cash Flow Activities:Cash paid during the year for interest
    
    $
    123
    
    
    $
    
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE, PER UNIT, AND NUMBER OF YEARS)
(Unaudited)
 1. Basis of Presentation
   2. Stock-Based Compensation
   Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008General and Administrative
    
    $
    489
    
    
    $
    442
    
    
    $
    875
    
    
    $
    647Marketing and Sales
    
    
    236
    
    
    
    260
    
    
    
    475
    
    
    
    487Research, Development, and Clinical
    
    
    60
    
    
    
    52
    
    
    
    135
    
    
    
    111Cost of Sales
    
    
    65
    
    
    
    57
    
    
    
    102
    
    
    
    136Total
    
    $
    850
    
    
    $
    811
    
    
    $
    1,587
    
    
    $
    1,381
    6




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3. Net Loss Per Share
   4. Restricted Cash Equivalents
  5. Inventories
  June 30,
    
    
    December 31,2009
    
    
    2008Raw materials
    
    $
    2,635
    
    
    $
    2,467Work-in-process
    
    
    1,652
    
    
    
    2,058Finished goods
    
    
    3,328
    
    
    
    3,3427,615
    
    
    
    7,867Less reserve for excess and obsolescence
    
    
    (374
    )
    
    
    (768
    )$
    7,241
    
    
    $
    7,099
 6. Long Term Liabilities
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June 30,
    
    
    December 31,2009
    
    
    2008Term loan
    
    $
    2,750
    
    
    $
    3,000Revolving credit facility
    
    
    2,000
    
    
    
    2,000Deferred tax
    
    
    1,029
    
    
    
    1,029Other
    
    
    200
    
    
    
    Deferred rent
    
    
    
    
    
    
    16Total long-term liabilities
    
    
    5,979
    
    
    
    6,045Current portion of long-term debt
    
    
    (1,077
    )
    
    
    (750
    )Long-term portion
    
    $
    4,902
    
    
    $
    5,295
     7. Product Revenue by Geographic Region
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008United States
    
    $
    11,410
    
    
    $
    7,881
    
    
    $
    21,586
    
    
    $
    14,730Europe
    
    
    594
    
    
    
    1,006
    
    
    
    1,262
    
    
    
    1,858Japan
    
    
    430
    
    
    
    85
    
    
    
    1,232
    
    
    
    449South America
    
    
    715
    
    
    
    214
    
    
    
    903
    
    
    
    455Other
    
    
    19
    
    
    
    75
    
    
    
    19
    
    
    
    86$
    13,168
    
    
    $
    9,261
    
    
    $
    25,002
    
    
    $
    17,578
 8. Concentrations of Credit Risk and Significant Customers
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9. Comprehensive Loss
  Three Months
    
    
    Six MonthsEnded June 30,
    
    
    Ended June 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (425
    )
    
    $
    (3,762
    )
    
    $
    (1,602
    )
    
    $
    (7,454
    )Foreign currency translation adjustment
    
    
    81
    
    
    
    (17
    )
    
    
    48
    
    
    
    89Comprehensive loss
    
    $
    (344
    )
    
    $
    (3,779
    )
    
    $
    (1,554
    )
    
    $
    (7,365
    )
 10. Intangible Assets and Goodwill
  June 30,
    
    
    December 31,2009
    
    
    2008Developed technology (10 year life)
    
    $
    14,050
    
    
    $
    14,050Accumulated amortization
    
    
    (9,952
    )
    
    
    (9,250
    )Net developed technology
    
    
    4,098
    
    
    
    4,800Trademarks and trade names (Indefinite life)
    
    
    2,708
    
    
    
    2,708Intangible assets, net
    
    $
    6,806
    
    
    $
    7,508Goodwill (Indefinite life)
    
    $
    4,631
    
    
    $
    4,631
   2009
    
    $
    7032010
    
    $
    1,4052011
    
    $
    1,4052012
    
    $
    5852013
    
    $
    
 11. Commitments and Contingencies
 Legal Matters
  9




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12. Related Party Transactions
  13. Recent Accounting Pronouncements
      10




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1.
    
    The period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur
for potential recognition or disclosure in the financial statements.2.
    
    The circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial
statements.3.
    
    The disclosures that an entity should make about events or
transactions that occurred after the balance sheet date.
  14. Subsequent Events
  11




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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 In addition to the historical financial information included herein, this Quarterly Report on
Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that
are based on managements beliefs, as well as on assumptions made by and information currently
available to management. All statements other than statements of historical fact included in this
Quarterly Report on Form 10-Q , including without limitation, statements under Managements
Discussion and Analysis of Financial Condition and Results of Operations and statements located
elsewhere herein regarding our financial position and business strategy, may constitute
forward-looking statements. You generally can identify forward-looking statements by the use of
forward-looking terminology such as believes, may, will, expects, intends, estimates,
anticipates, plans, seeks, or continues, or the negative thereof or variations thereon or
similar terminology although not all forward-looking statements contain these words. Such
forward-looking statements involve known and unknown risks, including, but not limited to, market
acceptance of our Powerlink® System and related products,
economic and market conditions, estimates regarding  patient
populations, number of  procedures performed and market statistics, the
regulatory environment in which we operate, the availability of third party payor medical
reimbursements, competitive activities or other business conditions. Our actual results,
performance or achievements may differ materially from any future results, performance or
achievements expressed or implied from such forward-looking statements. Important factors that
could cause actual results to differ materially from our expectations are disclosed in our Annual
Report on Form 10-K for the year ended December 31, 2008, including but not limited to those
factors discussed in Managements Discussion and Analysis of Financial Condition and Results of
Operations, Risk Factors, Consolidated Financial Statements and Notes to Consolidated
Financial Statements. All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by these cautionary
statements. We expressly disclaim any intent or obligation to update information contained in any
forward-looking statement after the date hereof to conform such information to actual results or to
changes in our opinions or expectations.
 Overview
  Introduction
   Industry Background
  12




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
    
    The mortality rate of all patients in the study undergoing endovascular repair was
approximately 1.2% as compared to 4.8% for open surgical repair. Importantly, these
findings are based on a patient population that typically has a significantly higher
co-morbidity rate compared with those patients treated by open surgery.
    
    Patients treated by endovascular repair were three times as likely to be discharged
to their homes rather than another rehabilitation facility as compared to patients
treated with open repair. This results in substantial clinical and economic benefits
for patients and payors alike.
    
    The average hospital stay for patients in the study undergoing endovascular repair
was 3.4 days versus 9.3 days for patients undergoing open repair.
    
    Open surgical repair entails risk of re-hospitalization due to problems associated
with surgical incision. Patients had to be re-admitted over time for surgical
complications associated with the laparotomy, such as adhesions and bowel resections,
at a much higher rate than those undergoing endovascular repair.
 Market Opportunity
  13




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Our Products
 Powerlink System
   
    
    One-Piece, Bifurcated ELG. This eliminates many of the problems associated with
early generation multi-piece systems. Our products eliminate much of the guide wire
manipulation required during the procedure to assemble the component parts of a modular
system, thereby simplifying the procedure. In addition, in the follow-up period, there
can be no limb component separation with a one-piece system. We believe this should
result in continued long-term exclusion of the aneurysm, and improved clinical results.
    
    Fully Supported. The main body and limbs of the Powerlink System are fully supported
by a cobalt chromium alloy cage. The cobalt chromium alloy cage greatly reduces or
eliminates the risk of kinking of the stent graft in even tortuous anatomies,
eliminating the need for additional procedures or costly peripheral stents. Kinking may
result in reduced blood flow and limb thrombosis.
    
    Unique, Minimally Invasive Delivery Mechanism. The Powerlink System requires only a
small surgical incision in one leg. The other leg needs only placement of a
non-surgical introducer sheath, three millimeters in diameter. Other ELGs typically
need surgical exposure of the femoral artery in both legs to introduce the multiple
components. Our unique delivery mechanism and downsizing of the catheter permits our
technology to be used in patients having small or very tortuous access vessels.
    
    Self-Expanding. The stent is formed from cobalt chromium alloy in a proprietary
configuration that is protected by our patent portfolio. This proprietary design
expands to the proper size of the target aorta and eliminates the need for hooks or
barbs for attachment. Based on our results to date, the Powerlink System has an
excellent record of successful deployments.
    
    Single Wire and Long Main Body Design. The long main body of the stent cage is made
of a continuous piece of wire shaped into its appropriate configuration. Migration of
individual stent
 14




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graft sections is eliminated. In addition, the long main body places the Powerlink
System near or at the aortic bifurcation, which minimizes the risk of device
migration during the follow-up period.
 Limitations of Earlier Technology
  Powerlink System Products
  Powerlink Infrarenal Bifurcated Systems
 Powerlink Aortic Cuffs and Limb Extensions
 IntuiTrak
 IntuiTrak Express.
 15




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Research
and Development
  Marketing and Sales
  United States.
 Europe.
 Japan.
 Rest of World.
 Patents and Proprietary Information
      Results of Operations
 Comparison of the Three Months Ended June 30, 2009 and 2008
 Product Revenue
   16




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Cost of Product Revenue
  Research, Development and Clinical.
  Marketing and Sales
 
    
    marketing costs related to the launch of the IntuiTrak delivery system,
    
    expenses related to more intensive training of sales representatives, and
    
    higher commission expense on the 45% increase in domestic sales between those
periods.
  General and Administrative
  Other Income/(Expense)
 Comparison of the Six Months Ended June 30, 2009 and 2008
 Product Revenue.
 17




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License Revenue.
 Cost of Product Revenue.
 Research, Development and Clinical.
 Marketing and Sales.
 General and Administrative.
 Other Income/(Expense), Net.
 Liquidity and Capital Resources
    18




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
    
    the need for additional capital to fund future development programs or sales force
expansion;
    
    our requirements for additional manufacturing capacity;
    
    our requirements for additional information technology infrastructure and systems; and
    
    our requirements for additional facility space.
  
 Item 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Interest Rate and Market Risk.
 19




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Foreign Currency Transaction Risk.
 
 Item 4.
    
    CONTROLS AND PROCEDURES.
   20




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Part II.OTHER INFORMATION
 
 Item 1A.
    
    RISK FACTORS
  Our success depends on the growth in the number of AAA patients treated with endovascular
devices
  Our international operations subject us to certain operating risks, which could adversely
impact our net sales, results of operations and financial condition
   
    
    the imposition of additional U.S. and foreign governmental controls or regulations;
 
    
    the imposition of costly and lengthy new export licensing requirements;
 
    
    the imposition of U.S. or international sanctions against a country, company,
person or entity with whom we do business that would restrict or prohibit continued
business with the sanctioned country, company, person or entity;
 
    
    economic instability;
 
    
    a shortage of high-quality sales people and distributors;
 
    
    changes in third-party reimbursement policies that may require some of the patients
who receive our products to directly absorb medical costs or that may necessitate the
reduction of the selling prices of our products;
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
    
    changes in duties and tariffs, license obligations and other non-tariff barriers to
trade;
 
    
    the imposition of new trade restrictions;
 
    
    the imposition of restrictions on the activities of foreign agents, representatives
and distributors;
 
    
    scrutiny of foreign tax authorities which could result in significant fines,
penalties and additional taxes being imposed on us;
 
    
    pricing pressure that we may experience internationally;
 
    
    laws and business practices favoring local companies;
 
    
    longer payment cycles;
 
    
    difficulties in maintaining consistency with our internal guidelines;
 
    
    difficulties in enforcing agreements and collecting receivables through certain
foreign legal systems; and
 
    
    difficulties in enforcing or defending intellectual property rights.
  If we fail to comply with healthcare regulations, we could face substantial penalties and our
business, operations and financial condition could be adversely affected
  
    
    the federal healthcare programs Anti-Kickback Law, which prohibits, among other
things, persons from knowingly and willfully soliciting, receiving, offering or paying
remuneration, directly or indirectly, in exchange for or to induce either the referral
of an individual for, or the purchase, order or recommendation of, any good or service
for which payment may be made under federal healthcare programs such as the Medicare
and Medicaid programs;
 
    
    federal false claims laws which prohibit, among other things, individuals or
entities from knowingly presenting, or causing to be presented, claims for payment from
Medicare, Medicaid, or other third-party payors that are false or fraudulent, and which
may apply to entities like us which provide coding and billing advice to customers;
 
    
    the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA,
which created federal criminal laws that prohibit executing a scheme to defraud any
healthcare benefit program or making false statements relating to healthcare matters
and which also imposes certain requirements relating to the privacy, security and
transmission of individually identifiable health information;
 
    
    the federal physician self-referral law, known as the Stark Law, which prohibits a
physician from making a referral to an entity for certain designated health services
reimbursed by Medicare or
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Medicaid if the physician (or the physicians immediate family member) has a
financial relationship with the entity, and which prohibits the submission of any
claim for reimbursement for designated health services furnished pursuant to a
prohibited referral; and
 
    
    state law equivalents of each of the above federal laws, such as anti-kickback and
false claims laws which may apply to items or services reimbursed by any third-party
payor, including commercial insurers, and state laws governing the privacy of health
information in certain circumstances, many of which differ from each other in
significant ways and often are not preempted by HIPAA, thus complicating compliance
efforts.
   Our business is subject to extensive governmental regulation that could make it more expensive
and time consuming for us to introduce new or improved products
  
    
    FDA approval process;
 
    
    California Department of Health Services requirements;
 
    
    ISO 9001:1994 and ENISO 13485:2003; and
 
    
    European Union CE Mark requirements.
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##### Table of Contents



Our products could have unknown defects, which may give rise to claims against us or divert
application of our resources from other purposes
  Potential future acquisitions could be difficult to integrate, divert the attention of key
management personnel, disrupt our business, dilute stockholder value and adversely affect our
financial results
  
    
    difficulties in integrating operations, technologies, accounting and personnel;
 
    
    difficulties in supporting and transitioning customers of our acquired companies;
 
    
    diversion of financial and management resources from existing operations;
 
    
    risks of entering new markets;
 
    
    potential loss of key employees; and
 
    
    inability to generate sufficient revenue to offset acquisition costs.
  24




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##### Table of Contents



If our suppliers cannot provide the components we require, our ability to manufacture our
products could be harmed
  Healthcare reforms, changes in healthcare policies and changes to third-party coverage and
reimbursement may affect demand for our products and services
   25




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##### Table of Contents



Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1.
    
    Election of Directors:
 Number of SharesName
    
    For
    
    WithheldFranklin D. Brown
    
    
    38,834,096
    
    
    
    3,504,819John McDermott
    
    
    39,029,246
    
    
    
    3,309,669
  2.
    
    Amendment to the 2006 Employee Stock Purchase Plan to increase the total number
of shares purchasable thereunder from 558,734 shares to 2,058,734 shares:
 Number of SharesFor
    
    Against
    
    Abstain
    
    Broker Non Votes25,193,456
    
    418,365
    
    15,952
    
    16,711,142
 3.
    
    Amendment to our amended and restated certificate of incorporation to increase
the number of authorized shares of our common stock thereunder from 60,000,000 to
75,000,000 and to increase the total number of authorized shares of our capital stock
thereunder from 65,000,000 to 80,000,000:
 Number of SharesFor
    
    Against
    
    Abstain
    
    Broker Non Votes40,692,395
    
    1,585,243
    
    61,276
    
    
 4.
    
    Ratification of PricewaterhouseCoopers LLP as independent registered public
accounting firm for the fiscal year ending December 31, 2009:
 Number of SharesFor
    
    Against
    
    Abstain
    
    Broker Non Votes41,945,175
    
    387,712
    
    6,028
    
    
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##### Table of Contents



Item 6.
    
    EXHIBITS
  ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation, as amended.10.1
    
    2006 Employee Stock Purchase Plan, as amended through June 11,
2009 (Incorporated by reference to Exhibit 10.1 to Endologix
Current Report on Form 8-K, filed with the SEC on June 17, 2009).31.1
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
    
    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 1350.32.2
    
    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.
 27




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##### Table of Contents



SIGNATURES
  ENDOLOGIX, INC.Date: July 28, 2009
    /s/ John McDermottPresident and Chief Executive Officer(Principal Executive Officer)Date: July 28, 2009
    /s/ Robert J. KristChief Financial Officer and Secretary(Principal Financial and Accounting Officer) 28




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation, as amended.10.1
    
    2006 Employee Stock Purchase Plan, as amended through June 11,
2009 (Incorporated by reference to Exhibit 10.1 to Endologix
Current Report on Form 8-K, filed with the SEC on June 17, 2009).31.1
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.32.1
    
    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 1350.32.2
    
    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.
 29