FEMRX INC
10-Q, 1998-08-12
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

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

For the quarterly period ended June 30, 1998

                                       or

[    ]   TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15 (d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934


For the transition period from _________ to ___________     


                         Commission File Number: 0-28078

                                   FemRx, Inc.
             (Exact name of registrant as specified in its charter)


 

          Delaware                                     77-0389440 
          --------                                     ----------
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                              1221 Innsbruck Drive
                               Sunnyvale, CA 94089
                     (Address of principal executive office)

                                 (408) 752-8580
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
by  section  13 or 15(d)  of the  Securities  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. [ X ] Yes [ ] No

The number of outstanding  shares of the  registrant's  Common Stock,  $.001 par
value, was 8,930,104 as of August 2, 1998.

                                       1
<PAGE>

                                   FemRx, Inc.
<TABLE>
<CAPTION>

                                      Index


                                                                       PAGE
<S>                                                                   <C>  
Part I:  Financial Information

Item 1:  Financial Statements (Unaudited)

         Condensed Balance Sheets - June 30, 1998 and 
         December 31, 1997                                               3

         Condensed Statements of Operations - Three months
         ended June 30, 1998 and 1997, and the six months
         ended June 30, 1998 and 1997                                    4

         Condensed Statements of Cash Flows - Six months
         ended June 30, 1998 and 1997                                    5

         Notes to Condensed Financial Statements                         6

Item 2:  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations                             8

Item 3:  Quantitative and Qualitative Disclosures About 
         Market Risk                                                    12

Part II: Other Information                                              13

         Signature                                                      14

         Index to Exhibits                                              15

</TABLE>
                                       2
<PAGE>

                          Part I: Financial Information

                          Item 1: Financial Statements

                                   FemRx, Inc.
                            Condensed Balance Sheets
                                 (In thousands)
<TABLE>
<CAPTION>

                                     Assets

                                            June 30,          December 31,
                                              1998                1997
                                         --------------     ----------------
                                          (unaudited)       (see note below)
<S>                                       <C>                 <C>  
Current assets:
     Cash and cash equivalents           $       1,232      $        3,091
     Short term investments                      1,250               5,300
     Accounts receivable, net                      567                 693
     Inventories                                   557                 637
     Prepaid and other current assets              250                 173
                                        ---------------    ----------------
          Total current assets                   3,856               9,894

Property and equipment, net                        938               1,139
Deposits and other assets                          562                 240
                                        ---------------    ----------------
          Total assets                  $        5,356     $        11,273
                                        ===============    ================

                      Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable and accrued
     liabilities                        $       1,214      $         1,822
     Deferred revenue                             403                  579
     Current portion of capital
     lease obligations                            166                  163
                                        --------------     ----------------
          Total current liabilities             1,783                2,564

Noncurrent portion of capital lease
obligations                                        70                  142

Stockholders' equity:
     Common stock                              33,385               33,339
     Deferred compensation                       (255)                (369)
     Accumulated deficit                      (29,627)             (24,403)
                                        ---------------    ----------------
          Total stockholders' equity            3,503                8,567
                                        ---------------    ----------------

          Total liabilities and
          stockholders' equity          $       5,356      $        11,273
                                        ===============    ================
</TABLE>

Note:The balance  sheet at December  31, 1997 has been  derived from the audited
     financial  statements  at  that  date  but  does  not  include  all  of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements.

            See accompanying notes to condensed financial statements

                                       3
<PAGE>
                                                      
                                   FemRx, Inc.
                       Condensed Statements of Operations
                 (In thousands, except net loss per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                            Three Months Ended  Six Months Ended
                                                  June 30,          June 30,
                                            ------------------  ----------------
                                              1998      1997      1998    1997
                                            --------  --------  -------- -------

<S>                                         <C>      <C>       <C>      <C>    
 Net sales                                  $   633  $    403  $  1,206 $   483

 Costs and expenses:
      Cost of goods sold                        746       796     1,842   1,370
      Research and development                  627       872     1,694   1,578
      Selling, general and administrative     1,020     1,808     3,011   3,362
                                            --------  --------  -------- -------
 Total costs and expenses                     2,393     3,476     6,547   6,310

                                            --------  --------  -------- -------
 Loss from operations                        (1,760)   (3,073)   (5,341) (5,827)

 Interest income                                 44       218       135     472
 Interest expense                                (8)      (11)      (18)    (24)
                                            --------  --------  -------- -------
 Net loss                                   $(1,724)  $(2,866)  $(5,224) $5,379)
                                            ========  ========  ======== =======

 Basic and diluted net loss per share       $ (0.20)  $ (0.34)  $ (0.60) $(0.64)
                                            ========  ========  ======== =======
 Shares used in computing basic and
      diluted net loss per share              8,760     8,411     8,707   8,364
                                            ========  ========  ======== =======
</TABLE>

            See accompanying notes to condensed financial statements



                                       4
<PAGE>

                                   FemRx, Inc.
                       Condensed Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                             Six Months Ended
                                                                  June 30,
                                                          ----------------------
                                                             1998         1997
                                                          -----------  ---------
 Cash flows from operating activities:
<S>                                                        <C>         <C>      
 Net loss                                                  $  (5,224)  $ (5,379)
 Adjustments to reconcile net loss to net cash
 used by operatingactivities:
  Depreciation and amortization                                  419        497
  Net loss on disposal of fixed assets                            38        ---
  Changes in assets and liabilities:
    Accounts receivable                                          126       (236)
    Inventories                                                   80          6
    Prepaids and other                                           (77)       (10)
 assets
    Accounts payable and accrued liabilities                    (607)        70
    Deferred revenue                                            (176)       201
                                                          -----------  ---------
 Net cash used in operating activities                        (5,421)    (4,851)

 Cash flows from investing activities:
    Purchases of securities available-for-sale               (13,255)   (22,982)
    Proceeds from sale of securities available-for-sale       17,305     27,419
    Capital expenditures                                        (152)      (469)
    Net change in other assets                                  (322)      (203)
                                                          -----------  ---------
 Net cash provided by investing activities                     3,576      3,765

 Cash flows from financing activities:
    Capital lease payments                                       (69)       (50)
    Net proceeds from issuance of stock                           55         68
                                                          -----------  ---------
 Net cash used in financing activities                           (14)        18
                                                          -----------  ---------

 Net decrease in cash and cash equivalents                    (1,859)    (1,068)
 Cash and cash equivalents at beginning of period              3,091      2,250
                                                          -----------  ---------
 Cash and cash equivalents at end of period               $    1,232   $  1,182
                                                          ===========  =========
</TABLE>

            See accompanying notes to condensed financial statements

                                       5
<PAGE>

                                   FemRx, Inc.
                     Notes to Condensed Financial Statements
                                  June 30, 1998
                                   (Unaudited)


1.  Basis of presentation

     The  accompanying  unaudited  financial  statements  of  FemRx,  Inc.  (the
"Company") have been prepared in accordance with generally  accepted  accounting
principles for interim financial  information and with the instructions for Form
10-Q and  Article  10 of  Regulation  S-X.  In the  opinion of  management,  all
adjustments necessary to present fairly the financial position at June 30, 1998,
and the results of  operations  and cash flows for the six months ended June 30,
1998  and  1997,  have  been  made.  Although  the  Company  believes  that  the
disclosures in these  financial  statements are adequate to make the information
presented not misleading,  certain  information  normally  included in financial
statements and related footnotes prepared has been condensed or omitted pursuant
to the rules and regulations of the Securities and Exchange  Commission ("SEC").
The  accompanying  financial  data should be reviewed  in  conjunction  with the
audited financial  statements and notes thereto included in the Company's Annual
Report on Form 10-K filed with the SEC (File No 000-28078) on March 26, 1998, as
amended on April 29, 1998 and July 20, 1998.

     The results of  operations  for the six months  ended June 30, 1998 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending December 31, 1998.


2.  Comprehensive income

     As  of  January  1,  1998,  the  Company  adopted  Statement  of  Financial
Accounting Standards No. 130, Reporting  Comprehensive Income ("Statement 130").
Statement  130   establishes   new  rules  for  the  reporting  and  display  of
comprehensive  income and its  components,  accordingly,  the  adoption  of this
statement  had no  impact on the  Company's  net loss or  stockholders'  equity.
Comprehensive  income  is the  same as net  income  as  there  are no  necessary
adjustments reported in stockholders' equity.


3.  Disclosures about Segments of an Enterprise and Related Information

     The Company will adopt the disclosures,  if any,  required by the Financial
Accounting  Standards  Board's Statement of Financial  Accounting  Standards No.
131,  Disclosures  about  Segments  of an  Enterprise  and  Related  information
("Statement  131") in the annual report on Form 10-K.  Statement 131  superseded
Statement of Financial  Accounting  Standards  No. 14,  Financial  Reporting for
Segments of a Business Enterprise.  Statement 131 established  standards for the
way that public business enterprises report information about operation segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected information about segments in interim financial reports.  Statement 131
also establishes  standards for related disclosures about products and services,
geographic  areas,  and major  customers.  The adoption of Statement  131 is not
expected to affect the results of  operations  or  financial  position,  but may
affect the  disclosure of the segment  information  that may be disclosed in the
annual report on Form 10-K.


4.  Net loss per share

     In accordance  with  Statement of Financial  Accounting  Standards No. 128,
basic  and  diluted  net loss per  share has been  computed  using the  weighted
average number of shares of common stock outstanding during the period.

     Had the Company been in a net income  position,  diluted earnings per share
would have included the shares used in  computation  of basic net loss per share
as well as an additional 1,568,377 and 1,883,193 shares for the six months ended
June 30,  1998 and 1997,  respectively,  relating  to  outstanding  options  and
warrants  (prior to the  application  of the  treasury  stock  method) and stock
subject to repurchase.

                                       6
<PAGE>

5.  Inventories

     Inventories are stated at lower of cost (first-in, first-out) or market and
consist of the following (in thousands):
<TABLE>
<CAPTION>

                                          June 30,            December 31,
                                            1998                 1997

<S>                                      <C>                    <C>      
       Raw materials                     $     56               $      50
       Work-in-process                        290                     442
       Finished goods                         211                     145    
                                              ---                     ---     
              Total                      $    557               $     637
</TABLE>

     Reserves for excess and obsolete  inventory included in the above balances,
amounted to  approximately  $198,000  and $266,000 at June 30, 1998 and December
31, 1997 respectively.


6.  Restructuring Charge

     In March 1998, the Company completed a corporate  restructuring designed to
increase the Company's focus and reduce expenses.  As part of the restructuring,
the Company reduced the number of its employees by approximately  one-third,  or
23  employees.   The  charges   associated   with  the   restructuring   totaled
approximately  $250,000,  $37,000 of which was  charged  to cost of goods  sold,
$48,000 of which was charged to research and  development  expenses and $165,000
of which was  charged to  selling,  general  and  administrative  expenses.  The
charges  associated with the restructuring  were recognized in the first quarter
ended March 31, 1998, and were fully paid as of June 30, 1998.


                                       7
<PAGE>

Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 
     The following  discussion  should be read in conjunction with the unaudited
financial  statements  and  notes  thereto  included  in  Part I Item 1 of  this
quarterly  report and the audited  financial  statements  and notes  thereto and
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  for the year ended  December  31, 1997  contained  in the  Company's
Annual  Report on Form 10-K filed with the SEC (File No  000-28078) on March 26,
1998, as amended on April 29, 1998 and July 20, 1998.

     Except for the  historical  information  contained  herein,  the  following
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  The Company's actual results could differ  materially from those
discussed  here.  Factors  that could cause or  contribute  to such  differences
include,  but are not limited to, those discussed in this section, as well as in
the sections  entitled  Overview,  Results of Operations,  Liquidity and Capital
Resources,  and  Additional  Factors That May Effect Future  Results,  and those
discussed in the  Company's  Annual Report on Form 10-K filed with the SEC (File
No 000-28078) on March 26, 1998, as amended on April 29, 1998 and July 20, 1998.


Overview

     In 1997,  FemRx,  Inc.  ("FemRx" or the "Company") began sales of the OPERA
STAR  System  and  related  products.  The OPERA  STAR  System is an  innovative
surgical system for the diagnosis and treatment of gynecologic disorders.  OPERA
stands for Out-Patient Endometrial Resection/Ablation.  OPERA is a less invasive
alternative  to  hysterectomy  for  patients  suffering  from  abnormal  uterine
bleeding.  OPERA  consists of diagnosis by a gynecologic  surgeon and the use of
the  Company's  OPERA  STAR  resectoscope  under  visual  guidance  to collect a
pathology  sample,  resect the  endometrial  lining together with any submucosal
fibroids and coagulate the entire uterine cavity. The Company has also developed
a proprietary fluid management  system,  called the Flo-Stat System,  for use in
gynecologic  procedures.  In  September  1997,  the Company  introduced  Diva, a
proprietary laparoscopic morcellator, designed to be used in surgical procedures
to assist in the removal of large tissue masses such as fibroids.

     The Company  markets its  products  through  its Center of  Excellence  and
National Providers of Excellence  programs which are partnerships  between FemRx
and  healthcare  providers  aimed  at  increasing  the  awareness  of the  OPERA
procedure  through jointly  sponsored  patient outreach and physician  training.
These  programs  sell a hospital or  surgical  center an OPERA STAR System and a
Flo-Stat System which allow gynecologic surgeons to perform the OPERA procedure.
The  Company  has also  established  a network of  independent  distributors  to
support sales of the Company's Diva laparoscopic morcellator.

     The Company  commenced  commercial  shipments  of its OPERA STAR System and
Flo-Stat System in October 1996. The Company commenced  commercial  shipments of
the Diva in  September  1997.  The Company  currently  sells its products in the
United States to physicians,  hospitals and surgical centers.  Sales in the U.S.
are  currently  made  through  either a small direct sales force or a network of
independent distributors. Sales are conducted on credit terms.

     The Company has experienced  significant  operating  losses since inception
and, as of June 30, 1998,  had an  accumulated  deficit of  approximately  $29.6
million.  The Company expects to continue to generate  substantial losses due to
operating  expenditures,  primarily attributed to product development,  clinical
trials,  commercial  manufacturing,  marketing and sales  activities,  exceeding
revenues.  The Company  expects that its results of  operations  will  fluctuate
significantly  from quarter to quarter due to a variety of factors including the
timing of expenditures,  timing in the receipt of orders, the rate of acceptance
of the Company's  products in the  marketplace,  introduction of new products by
competitors  of the Company,  pricing of  competitive  products and the cost and
effect of  promotional  discounts and marketing  programs.  The Company's  gross
margins, if any, will be depressed for several quarters due to manufacturing and
overhead costs allocated over low production volumes.  There can be no assurance
that the Company will ever achieve significant revenue or profitability.

                                       8
<PAGE>

Results of Operations

     Three months ended June 30, 1998 and June 30, 1997

     Net sales for the three  months  ended June 30, 1998  increased to $633,000
from  $403,000  for the three  months  ended June 30, 1997 due to the  increased
number of  participants  in the  Company's  Center of  Excellence  and  National
Providers of Excellence programs. This has resulted in an increase in the number
of  procedures  performed  using  FemRx  products  and an  increase  in sales of
disposable products.

     Cost of goods sold for the three  months  ended June 30, 1998  decreased to
$746,000 from  $796,000 for the three months ended June 30, 1997,  due primarily
to lower manufacturing overhead costs resulting from the restructuring that took
place in March 1998.

     Research and development  expenses for the three months ended June 30, 1998
decreased  to $627,000  from  $872,000 for the three months ended June 30, 1997,
due primarily to lower  personnel costs  resulting from the  restructuring  that
took place in March 1998.

     Selling,  general and  administrative  expenses  for the three months ended
June 30, 1998 decreased to $1,020,000 from $1,808,000 for the three months ended
June 30, 1997, due primarily to lower personnel and program costs resulting from
the restructuring that took place in March 1998.

     Interest  income for the three  months  ended June 30,  1998  decreased  to
$44,000 from $218,000 for the three months ended June 30, 1997,  due to interest
received  on  lower  average  cash  balances.   Interest  expense  has  remained
consistent in the comparable periods.

     Six months ended June 30, 1998 and June 30, 1997

     Net sales for the six months ended June 30, 1998  increased  to  $1,206,000
from $483,000 for the six months ended June 30, 1997 due to the increased number
of participants in the Company's Center of Excellence and National  Providers of
Excellence programs.  This has resulted in an increase in procedural volumes and
related sales of the Company's disposable products.

     Cost of goods sold for the six  months  ended June 30,  1998  increased  to
$1,842,000 from $1,370,000 for the six months ended June 30, 1997. This increase
is primarily due to the increased sales volume for the six months ended June 30,
1998  offset  by  lower   manufacturing   overhead  costs   resulting  from  the
restructuring that took place in March 1998.

     Research  and  development  expenses for the six months ended June 30, 1998
increased to $1,694,000  from $1,578,000 for the six months ended June 30, 1997,
due primarily to increased  costs  associated with clinical  trials,  additional
product research, prototype development, patent preparation and filing offset by
lower personnel costs resulting from the restructuring  that took place in March
1998.

     Selling,  general and administrative expenses for the six months ended June
30, 1998 decreased to $3,011,000  from  $3,362,000 for the six months ended June
30, 1997, due primarily to lower  personnel and program costs resulting from the
restructuring that took place in March 1998.

     Interest  income  for the six  months  ended  June 30,  1998  decreased  to
$135,000 from  $472,000 for the six months ended June 30, 1997,  due to interest
received  on  lower  average  cash  balances.   Interest  expense  has  remained
consistent in the comparable periods.


Liquidity and Capital Resources

     Net cash used by  operations  in the six  months  ended  June 30,  1998 was
$5,421,000  primarily  due to the  Company's  funding  of  sales  and  marketing


                                       9
<PAGE>

activity and on-going research and development  expenses.  During the six months
of 1998 the Company  used  $152,000 to purchase  equipment  for  operations  and
$69,000 in capital lease payments.

     Since  its  incorporation  in  November  1994,  the  Company  has  incurred
significant  cumulative losses totaling  approximately $29.6 million and expects
to incur  additional  losses for the next several  years.  Having  completed its
restructuring  the  Company  believes  that its  existing  cash and  short  term
investments  will  be  sufficient  to  finance  its  capital   requirements  and
operations through at least September 1998. The Company's current operating plan
shows that the Company will require  substantial  additional capital to fund its
operations,  continue research and development programs and market its products.
To date,  the Company has financed  its  operations  with the net proceeds  from
private  placements  and public  offerings of its equity  securities and capital
equipment lease  financing.  The Company is seeking  additional  funding through
private  financing or other  arrangements  with third  parties.  There can be no
assurance that additional  funding will be available on acceptable  terms, if at
all.


Impact of Year 2000

     The Company has  reviewed its systems for their  ability to  recognize  the
year 2000.  None of the  Company's  systems  interact  with customer or supplier
systems.  None of the Company's products include software affected by dates. The
Company's  accounting  system is not currently  Year 2000  compliant.  Under the
terms of a maintenance  agreement with the software vendor for this system,  the
Company  will  receive  an  upgraded  version  of the  system  that is Year 2000
compliant.  Based on information from the system vendor,  the Company expects to
receive and install this upgrade in early 1999.  The upgrade is included as part
of the maintenance agreement, at no additional cost. The cost of installation is
estimated to be less than $25,000.


Additional Factors That May Affect Future Results

Dependence on OPERA STAR System, Diva device and Flo-Stat System

     The OPERA STAR System,  Diva device and Flo-Stat  System are  currently the
Company's only products.  The Company  expects that the OPERA STAR System,  Diva
device  and the  Flo-Stat  System  will  account  for  substantially  all of the
Company's  revenues  for the  foreseeable  future.  Even  though  the OPERA STAR
System,  Diva device and Flo-Stat System have received FDA clearance,  there can
be no  assurance  that the  Company can  successfully  manufacture,  market,  or
realize any  significant  revenues from these  products on a timely  basis.  The
Company's products will require further development and regulatory clearances or
approvals before they can be marketed internationally. There can be no assurance
that the Company's  development and marketing efforts will be successful or that
the OPERA STAR System, Diva device,  Flo-Stat System or other potential products
developed by the Company  will be capable of being  manufactured  in  commercial
quantities at acceptable costs. Failure to manufacture in commercial  quantities
at acceptable cost the OPERA STAR System,  Diva device and Flo-Stat System would
have a material adverse effect on the Company's  business,  financial  condition
and results of operations.

Uncertainty of Market Acceptance

     The Company believes that market acceptance of the Company's  products will
depend,  in part,  on the Company's  ability to provide  evidence to the medical
community of the safety, efficacy and cost-effectiveness of its products and the
procedures in which these  products are intended to be used. To date,  the OPERA
STAR System and Diva device have been used to treat a limited number of patients
and no  published  reports  regarding  the use of the OPERA STAR System and Diva
device exist to support the Company's  marketing effort.  Furthermore,  there is
little long-term  follow-up data on patients who underwent OPERA using the OPERA
STAR System or procedures  using the Diva device.  If the Company is not able to
demonstrate  long-term success with the OPERA STAR System or Diva device, market
acceptance would be materially adversely affected.

     The  Company's  OPERA  STAR  System is  designed  for use by a  gynecologic
surgeon  trained in the OPERA  procedure.  Market  acceptance  of the  Company's
products will require a willingness  on the part of  gynecologic  surgeons to be
trained to perform  OPERA  using the  Company's  products.  Furthermore,  market
acceptance may be limited because some physicians and payors,  recognizing  that


                                       10
<PAGE>

the removal of the uterus in a hysterectomy precludes the potential reoccurrence
of uterine disorders, will be reluctant to substitute the OPERA procedure (which
allows the patient to retain her uterus) for hysterectomy.  The Company believes
that most gynecologists  view hysterectomy as an appropriate  therapy to treat a
variety  of  uterine   disorders.   As  a  result,  the  Company  believes  that
recommendations and endorsements of its products by influential  physicians will
be essential for market  acceptance of its products.  No assurances  can be made
that the Company will receive such recommendations or endorsements.

     The Company's  Diva device is designed for use by a gynecologic  surgeon in
laparoscopic  procedures.  Market  acceptance  of the  Company's  products  will
require  a  willingness  on  the  part  of   gynecologic   surgeons  to  perform
laparoscopic morcellation using the Company's products. As a result, the Company
believes that  recommendations  and  endorsements of its products by influential
physicians  will  be  essential  for  market  acceptance  of  its  products.  No
assurances  can be made that the Company will receive  such  recommendations  or
endorsements.

     The Company  further  believes that the ability of health care providers to
obtain adequate  reimbursement  for OPERA procedures using the OPERA STAR System
will be critical to market acceptance of the Company's products. There can be no
assurance  that the cost of  procedures  in which the OPERA STAR  System is used
will be adequately reimbursed by third-party payors under existing reimbursement
policies and codes.  The Company has no experience in gaining  reimbursement  in
the U.S. or any foreign market.  The Company prices its disposable  resectoscope
at a premium over the prices currently charged for the disposable  components of
competitive  resectoscopes.  Failure of the Company's products to achieve market
acceptance  would  have a material  adverse  effect on the  Company's  business,
financial condition and results of operations.

Limited Operating Experience

     The Company has a limited history of operations. 1997 represented the first
full  year  of  commercial  production  and  sales  of the  Company's  products,
accordingly,  it has limited experience  manufacturing in commercial quantities,
marketing or selling products. The Company has experienced significant operating
losses since inception and expects these losses to continue for the next several
years.  There  can be no  assurance  that  the  Company  will be  successful  in
achieving  significant  sales volumes of the OPERA STAR System,  the Diva device
and Flo-Stat  System or any other  products of the Company.  Whether the Company
can successfully  manage the transition to a large-scale  commercial  enterprise
will depend upon a number of factors, including obtaining selected international
regulatory and reimbursement  approvals for its existing or potential  products,
establishing  its  commercial  manufacturing  capability,  developing  its  U.S.
marketing and selling  capabilities,  and establishing a distribution network in
international markets. Failure to make such a transition successfully would have
a material  adverse effect on the Company's  business,  financial  condition and
results of operations.

Need for Additional Capital

     The Company's  current  operating  plan shows that the Company will require
substantial  additional  capital to fund its operations,  continue  research and
development programs and market its products.  The Company is seeking additional
funding  through public or private  financing or other  arrangements  with third
parties. If additional funding is not available on acceptable terms, the Company
may be  required  to scale  back its  operations,  including  research,  product
development,  and marketing and sales  activities.  Failure to obtain additional
capital  would  have  a  material  adverse  effect  on the  Company's  business,
financial condition and results of operations.

History of Losses

     The  Company  has  experienced   significant  operating  losses  since  its
inception and, as of June 30, 1998 had an accumulated  deficit of  approximately
$29.6 million. The Company expects to generate substantial additional losses for
the  next  several  years  due to  increased  operating  expenditures  primarily
attributable to research and development activities,  including clinical trials,
seeking regulatory and reimbursement  approvals and establishing  manufacturing,
marketing and sales activities.  There can be no assurance that the Company will
ever  achieve   significant   revenue  or  profitability.   Failure  to  achieve
significant revenue or profitability would have a material adverse effect on the
Company's business, financial condition and results of operations.


                                       11
<PAGE>


Item 3:  Quantitative and Qualitative Disclosures About Market Risk

     Not Applicable



                                       12
<PAGE>

                           Part II: Other Information


Item 1.  Legal Proceedings

     In June 1998,  the  Company  filed suit in United  States  District  Court,
     Northern  District of California,  against  Cryogen,  Inc. and its founder,
     John D. Dobak III, asking for declaratory  relief for patent invalidity and
     noninfringement with respect to United States Patent No. 5,275,595 covering
     cryosurgical instrumentation.

Item 2.  Change in Securities

     None

Item 3.  Defaults in Senior Securities

     None

Item 4.  Submission of Matters to a Vote of Security Holders

     None

Item 5.  Other Information

     None

Item 6.  Exhibits and Reports on Form 8-K

     (a)       Exhibits

               None

     (b)       Reports on Form 8-K

               None


                                       13
<PAGE>

                                   Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                   FemRx, Inc.



                           By: /s/ EDWARD W. UNKART 
                           -------------------------
                                Edward W. Unkart
                   Vice President, Finance and Administration,
                 Chief Financial Officer and Assistant Secretary
                  (Duly Authorized and Principal Financial and
                               Accounting Officer)


Date: August 12, 1998








                                       14
<PAGE>




                                   FemRx, Inc.
                                Index to Exhibits

Exhibit
Number                              Exhibit

 27.1         Financial Data Schedule June 30, 1998
 27.2         Restated Financial Data Schedule June 30, 1997



                                       15
<PAGE>

<TABLE> <S> <C>


                                      

<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL  INFORMATION  EXTRACTED FROM THE BALANCE SHEETS
AND STATEMENTS OF OPERATIONS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM 10-Q
FOR THE SIX  MONTHS  ENDED JUNE 30, 1998 AND IS  QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>                       
<MULTIPLIER>1,000                                   

       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   JUN-30-1998
<CASH>                                               1,232
<SECURITIES>                                         1,250
<RECEIVABLES>                                          567 <F1> 
<ALLOWANCES>                                             0
<INVENTORY>                                            557 <F1>
<CURRENT-ASSETS>                                     3,856
<PP&E>                                                 938 <F2>
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                       5,356
<CURRENT-LIABILITIES>                                1,783
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                            33,385
<OTHER-SE>                                               0
<TOTAL-LIABILITY-AND-EQUITY>                         5,356
<SALES>                                              1,206
<TOTAL-REVENUES>                                     1,206  
<CGS>                                                1,842
<TOTAL-COSTS>                                        1,842
<OTHER-EXPENSES>                                     1,694 <F3>
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                      18
<INCOME-PRETAX>                                     (5,224)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                 (5,224)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0  
<NET-INCOME>                                        (5,224)
<EPS-PRIMARY>                                         (.60)
<EPS-DILUTED>                                         (.60)
<FN>
<F1>ITEM SHOWN NET OF ALLOWANCES, CONSISTENT WITH THE BALANCE
    SHEET PRESENTATION.
<F2>ITEM SHOWN NET OF DEPRECIATION, CONSISTENT WITH THE BALANCE
    SHEET PRESENTATION.
<F3>ITEM CONSISTS OF RESEARCH AND DEVELOPMENT.
</FN>
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 
                      
                    5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL  INFORMATION  EXTRACTED FROM THE BALANCE SHEETS
AND STATEMENTS OF OPERATIONS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM 10-Q
FOR THE SIX  MONTHS  ENDED JUNE 30, 1997 AND IS  QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>                       
<MULTIPLIER>1,000                                   

       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<CASH>                                               1,182
<SECURITIES>                                        13,231
<RECEIVABLES>                                          296<F1> 
<ALLOWANCES>                                             0
<INVENTORY>                                            334<F1>
<CURRENT-ASSETS>                                    15,309
<PP&E>                                               1,524<F2>
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                      17,073
<CURRENT-LIABILITIES>                                1,767
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                            33,278
<OTHER-SE>                                               0
<TOTAL-LIABILITY-AND-EQUITY>                        17,073
<SALES>                                                483
<TOTAL-REVENUES>                                       483
<CGS>                                                1,370
<TOTAL-COSTS>                                        1,370
<OTHER-EXPENSES>                                     1,578<F3>
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                      24
<INCOME-PRETAX>                                     (5,379)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                 (5,379)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0  
<NET-INCOME>                                        (5,379)
<EPS-PRIMARY>                                        (0.64)
<EPS-DILUTED>                                        (0.64)
<FN>
<F1>ITEM SHOWN NET OF ALLOWANCES, CONSISTENT WITH THE BALANCE
    SHEET PRESENTATION.
<F2>ITEM SHOWN NET OF DEPRECIATION, CONSISTENT WITH THE BALANCE
    SHEET PRESENTATION.
<F3>ITEM CONSISTS OF RESEARCH AND DEVELOPMENT.
</FN>
        


</TABLE>


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