Item 4.01 Changes in Registrant's Certifying Accountant.
The Audit Committee (the "Audit Committee") of the Board of Directors of
Endologix, Inc. (the "Company") recently conducted a competitive process to
determine the Company's independent registered public accounting firm for its
2012 fiscal year. The Audit Committee invited six national accounting firms to
participate in this process, including PricewaterhouseCoopers LLP ("PwC"), the
Company's current independent registered public accounting firm. As a result of
this process, the Audit Committee approved, on behalf of the Company, the
dismissal of PwC as the Company's independent registered public accounting firm,
effective August 9, 2012. On August 14, 2012, the Audit Committee engaged KPMG
LLP ("KPMG") as the Company's independent registered public accounting firm.
PwC's audit reports on the financial statements of the Company as of and for
each of the two years ended December 31, 2011 and December 31, 2010, contained
no adverse opinion or disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principles. PwC's audit reports on
the effectiveness of the Company's internal control over financial reporting as
of December 31, 2011 and December 31, 2010 contained no adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
In connection with the audit of the Company's financial statements for each of
the two fiscal years ended December 31, 2011 and December 31, 2010, and in the
subsequent interim period through August 9, 2012, the date of the dismissal of
PwC, (i) there were no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to PwC's satisfaction, would
have caused PwC to make reference to the subject matter of the disagreement in
connection with its report, and (ii) there were no "reportable events," as that
term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided PwC with a copy of this Report and requested that PwC
provide a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the foregoing statements. A copy of this letter from PwC,
dated August 15, 2012, is attached hereto as Exhibit 16.1.
During the Company's two most recent fiscal years and during the interim period
through August 9, 2012, neither the Company nor anyone on its behalf has
consulted with KPMG regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
and no written report nor oral advice was provided by KPMG that was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue, or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
16.1 Letter from PricewaterhouseCoopers LLP to the Securities
and Exchange Commission, dated August 15, 2012.
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