UROMED CORP
10-Q, 1998-05-13
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<PAGE>



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

                                   FORM 10-Q

            Quarterly report pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934.

                 For the quarterly period ended March 31, 1998

                        Commission file number 000-23266


                               UroMed Corporation
             (Exact name of registrant as specified in its charter)


    Massachusetts                                                04 - 3104185
   (State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                          Identification No.) 

                         
                               


                             64 A Street, Needham,
                              Massachusetts 02194
                              (Address of principal
                               executive offices)


                                 (781) 433-0033
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
 to be filed 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.
                      Yes     X                           No
                      ---     -                           --


   Indicate the number of shares outstanding of each of the issuer's classes
              of common stock, as of the latest practicable date:
                26,825,091 shares of Common stock, no par value,
                         outstanding at April 30, 1998







<PAGE>

UROMED CORPORATION
FORM 10-Q
For the quarterly period ended March 31, 1998


Table of contents


Part I - FINANCIAL INFORMATION                                        Page No.


Item 1.  Financial Statements

Condensed Balance Sheet at March 31, 1998 and December 31, 1997           3

Condensed Statement of Operations for the three months ended
March 31, 1998 and 1997                                                   4

Condensed Statement of Cash Flows for the three months ended 
March 31, 1998 and 1997                                                   5

Notes to Condensed Financial Statements                               6 - 7


Item 2.  Management's Discussion and Analysis of Financial Condition 
and Results of Operations                                             8 -11



Part II - OTHER INFORMATION


Item 6.  Exhibits                                                        12

Signatures                                                               13





<PAGE>
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements



                               UROMED CORPORATION

                             CONDENSED BALANCE SHEET
                                 (In thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                      March 31,    December 31,
                                                        1998          1997
                                                     ----------    -----------    
                                                       
                                                         
                                                                  
                                                       
                                                       
                                                       


                                                                Assets
<S>                                                      <C>          <C>
Current assets:
      Cash and cash equivalents                       $ 11,915      $ 12,007
      Short-term investments                            47,228        53,018
      Inventories                                          302           287
      Prepaid expenses and other assets                  1,072         1,403
                                                     ----------    ----------


           Total current assets                         60,517        66,715

Fixed assets, net                                        6,362         6,357
Other assets                                             3,423         3,521
                                                     ----------    ----------      

                                                     $  70,302       $76,593
                                                     ==========    ==========

                Liabilities and Stockholders' Equity / (Deficit)

Current liabilities:
      Accounts payable                               $     613       $ 1,197
      Accrued expenses                                   5,804         4,378
      Deferred revenue                                     233           233
                                                     ----------     ----------

           Total current liabilities                     6,650         5,808
                                                     ----------     ----------

Convertible subordinated notes                          69,000        69,000
                                                     ----------     ----------                  
Stockholders' equity / (deficit):
      Common stock                                     107,024       106,993
      Other stockholders' equity / (deficit)          (112,372)     (105,208)
                                                     ----------     ---------- 

           Stockholders' equity / (deficit)             (5,348)        1,785
                                                     ----------     ----------

                                                      $ 70,302       $76,593
                                                     ==========     ==========
</TABLE>
    The accompanying notes are an integral part of the financial statements.





<PAGE>
Item 1.  Financial Statements  (continued)

                               UROMED CORPORATION

                        CONDENSED STATEMENT OF OPERATIONS
                      (In thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                Three Months Ended
                                                     March 31,
                                           --------------------------
<S>
                                               <C>                <C>
                                              1998               1997
                                           --------           --------

Revenues                                   $    61             $  263
                                           --------           --------

Costs and expenses:
      Cost of revenues                       1,135              1,001
      Research and development               1,921              2,308
      Marketing and sales                    1,764              4,136
      General and administrative             1,077              1,317
      Restructuring                          1,024                 -   
                                           --------           --------                                       

           Total costs and expenses          6,921              8,762
                                           --------           --------
Loss from operations                        (6,860)            (8,499)

Interest income                                897              1,302
Interest expense                            (1,134)            (1,134)
                                           --------           --------
Net loss                                   $(7,097)           $(8,331)
                                           ========           ========
                                        

Basic and diluted net loss per share        $(0.27)            $(0.31)
                                           =========          ========


Weighted average common shares outstanding   26,774             26,489
                                           =========          =========


</TABLE>









     The accompanying notes are an integral part of the financial statements.





<PAGE>



Item 1.  Financial Statements  (continued)



                               UROMED CORPORATION

                        CONDENSED STATEMENT OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                          Three Months Ended
                                                               March 31,
                                                 ----------------------------           
<S>                                               
                                                      <C>              <C>
                                                      1998             1997


Net cash used in operating activities             $ (5,372)         $(5,252)
                                                  ----------       ----------
Cash flows from investing activities:
      Sales of short-term investments, net           5,710            1,923
      Purchase of fixed assets                        (461)          (2,682)
                                                  ----------       ----------
        Net cash provided by (used for)
         investing activities                        5,249             (759)
                                                  ----------       ----------

Cash flows from financing activities:
      Proceeds from issuance of common stock            31               -
                                                  ----------       ----------
        Net cash provided by financing activities       31               -
                                                  ----------       ----------

Net decrease in cash and cash equivalents              (92)          (6,011)

Cash and cash equivalents, beginning of period      12,007           45,556
                                                  ----------       ----------
Cash and cash equivalents, end of period          $ 11,915          $39,545
                                                  ==========       ==========

Supplemental disclosure of cash flow information:
      Interest paid                               $      0          $     0


</TABLE>



     The accompanying notes are an integral part of the financial statements.




<PAGE>
Item 1.  Financial Statements  (continued)

                               UROMED CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                      (In thousands, except per share data)
                                   (unaudited)



1.         Nature of Business

      UroMed  Corporation  (the  "Company"),  a Massachusetts  corporation,  was
      incorporated  in October  1990 to  develop  male and  female  health  care
      products  and has  developed or acquired  technology  in three core areas:
      prostate cancer, urinary incontinence,  and breast cancer. The Company has
      a  direct  hospital-based   business  and  an  office-based  continuum  of
      continence  care  consumer   products.   The  Company  is  developing  its
      investigational   BreastExam,   BreastCheck   and  BreastView   electronic
      palpation technology.


2.         Basis of Presentation

      The condensed balance sheet at March 31, 1998, the condensed  statement of
      operations and the condensed statement of flows for the three months ended
      March 31, 1998 and 1997 are unaudited.  In the opinion of management,  all
      adjustments   necessary  for  a  fair   presentation  of  these  financial
      statements  have  been  included.   Such  adjustments  consisted  only  of
      recurring items. Interim results are not necessarily indicative of results
      for a full year.

      Certain  prior  year  amounts  have been  reclassified  to  conform to the
      current period financial statement  presentation.  These reclassifications
      had no impact on net loss.

      The financial  statements should be read in conjunction with the Company's
      audited  financial  statements  and related  footnotes  for the year ended
      December 31, 1997,  which may be found in the Company's 1997 Annual Report
      on Form 10-K


3.         Inventories

      Inventories  are  stated  at the  lower  of cost  or  market,  cost  being
      determined  using the  first-in,  first-out  method.  At March  31,  1998,
      inventories consisted of the following:

      Raw materials                                           $  126
      Work in process                                              9
      Finished goods                                             167
                                                              --------
                                                              $  302
                                                              --------

4.         Comprehensive Loss

      The Company  adopted  FASB  Statement  No. 130,  "Reporting  Comprehensive
      Income",  in  the  first  quarter  of  1998.  This  statement  establishes
      standards for the reporting  and display of  comprehensive  income or loss
      and its components in the financial statements.

                                           Quarter ended        Quarter ended
                                           March 31, 1998       March 31, 1997
                                           ---------------      --------------  
                 Net loss                     ($7,097)               ($8,331)
                 Unrealized loss                  (58)                  (64)
                  on investments 
                  available-for-sale
                                           ---------------      --------------
                 Total comprehensive loss     ($7,155)               ($8,395)
                                           ===============      ==============
                    





<PAGE>
5.         Recently Enacted Accounting Pronouncement

      In June 1997, the FASB issued Statement of Financial  Accounting Standards
      No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
      Information" ("SFAS 131"). The Company will implement SFAS 131 as required
      in 1998,  which will require the Company to report and display  separately
      certain  information  related to operating segments but will not result in
      any changes to previously recorded amounts.


6.         Licensing Agreement with BEBIG GmbH

      During the first  quarter of 1998,  the Company  signed an agreement  with
      BEBIG GmbH for the exclusive right to market BEBIG's Iodine-125  ("I-125")
      seeds for prostate brachytherapy treatment in North and South America, and
      non-exclusive rights in other parts of the world. This licensing agreement
      calls for a commitment by UroMed of approximately $1.75 million,  which is
      expected to be paid in 1998 and will be used to support  construction of a
      related  production  line and partially as an advance  payment against
      future I-125 seed purchases.


7.         Restructuring
      
      During  the  first  quarter  of 1998,  the  Company  recorded  a charge of
      $1,024,000  for  the  restructuring  of its  operations  to  increase  its
      emphasis  on  its  hospital-based   sales  efforts  and  to  decrease  its
      investment in the  consumer-oriented  continence care business,  which the
      Company  believes  will be best  approached  through  utilizing  marketing
      partners.  This  charge is  reported  as  restructuring  in the  Condensed
      Statement of Operations for the quarter ended March 31, 1998, and includes
      $579,000 of employee  termination  benefits  and $445,000 of costs to exit
      certain  leased  facilities.  The $579,000  cost for employee  termination
      benefits  included  the  reduction  of approximately  40 people  from all
      functions of the Company. Costs to exit certain leased facilities included
      the  write-off of $138,000 of fixed assets.  As of March 31, 1998,  actual
      cash expenditures of $216,000 were made for employee  termination benefits
      and $47,000 for costs to exit certain  leased  facilities.  The  remaining
      restructuring accrual at March 31, 1998 is $623,000.


8.         Proposed Reverse Stock Split

      The  Company  proposed  an  amendment  to its  Restated  Articles  of
      Organization  which will effect a  one-for-five  reverse stock split.  The
      Company  believes that the reverse stock split is necessary to prevent the
      Company  from  losing  the  designation  of its  Common  Stock as a Nasdaq
      National Market security,  in effect being  de-listed,  due to new listing
      requirements  recently adopted by Nasdaq.  The proposed  amendment,  which
      will be voted on by common  stockholders  of the Company at the  Company's
      Special Meeting of  Stockholders on May 15, 1998, if approved,  would have
      had the following  impact on reported basic and diluted net loss per share
      and weighted average common shares  outstanding for the three months ended
      March 31, 1998 and 1997:

                           Basic and diluted    Weighted average common shares
                           net loss per share:    outstanding (in thousands):
                          -------------------- -------------------------------
      March 31, 1998
       As reported             $ (.27)                     26,774
       Pro Forma               $(1.33)                      5,355


      March 31, 1997
       As reported             $ (.31)                     26,489
       Pro Forma               $(1.55)                      5,298





<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition 
and Results of Operations

      Overview

      The Company is a developer  of male and female  healthcare  products.  The
      Company has developed or acquired technology in three core areas: prostate
      cancer,  urinary  incontinence,  and breast cancer.  The Company's  direct
      hospital-based  business lines include its CaverMap Surgical Aid, intended
      to aid physicians in preserving  vital nerves which control potency during
      prostate cancer surgery,  its BEBIG  Iodine-125  seeds for prostate cancer
      brachytherapy and its BEACON Technology System (TM), a minimally  invasive
      incontinence  surgical  line.  The  Company's  office-based  continuum  of
      continence  care product  lines  include the  Impress(TM)  Softpatch,  the
      INTROL(R) Bladder Neck Support Prosthesis,  and the Reliance(R) Insert. In
      breast cancer  screening,  the Company is developing  its  investigational
      BreastExam(TM),  BreastCheck(TM) and BreastView(TM)  electronic  palpation
      technology in order to aid physicians  and patients in finding  suspicious
      breast lumps earlier.  The Company also continues to dedicate  significant
      resources to the development  and/or acquisition of product lines that fit
      into its strategic platform.

      In the first quarter of 1998, the Company  restructured  its operations to
      increase its emphasis on hospital-based  sales efforts and to decrease its
      investment in the  consumer-oriented  continence care business,  which the
      Company  believes  will be best  approached  through  utilizing  marketing
      partners.   The  restructuring  included  the  reduction  Company-wide  of
      approximately  40 employees  and a provision  for exiting  certain  leased
      facilities.  This  initiative is designed to reduce  operating costs while
      allowing  UroMed to create a  business  model with a  significantly  lower
      break-even level. The Company expects projected annual cost savings of the
      restructuring,  and related actions, to be approximately $11.0 million per
      year.  However,  there can be no assurance that these cost savings will be
      realized.


      Hospital-Based Business

      The  CaverMap  Surgical  Aid  was  cleared  by  the  U.S.  Food  and  Drug
      Administration  ("FDA")  for  marketing  in the United  States in November
      1997.  The Company  intends to make initial  introduction  efforts of this
      product in the U.S. in  mid-1998.  The Company  began sales  launches of a
      series of surgical kits utilizing its BEACON  technology  during the first
      quarter of 1998. The Company expects to commence full-scale  marketing and
      complete  sales  launches of all BEACON  technology  kits  throughout  the
      remainder of 1998.

      During the first  quarter of 1998,  the Company  signed an agreement  with
      BEBIG GmbH for the exclusive right to market BEBIG's  Iodine-125 ("I-125")
      seeds for prostate brachytherapy treatment in North and South America, and
      non-exclusive  rights  in  other  parts  of  the  world.  Prostate  cancer
      brachytherapy is a  minimally-invasive  procedure in which small radiation
      sources,  or "seeds",  are implanted into the prostate to treat  localized
      cancer.  According to terms of the agreement,  BEBIG will design and build
      an automated manufacturing line, based on its proprietary  technology,  at
      its facility in Berlin,  Germany.  This  licensing  agreement  calls for a
      commitment by UroMed of approximately $1.75 million,  which is expected to
      be paid in 1998  and will be used to  support  construction  of a  related
      production  line and partially as an advance  payment against future I-125
      seed  purchases.  The Iodine I-125 seeds are  expected to be  commercially
      available in the United States in early 1999.

      As a result of the BEBIG agreement, the Company will be able to pursue two
      significant   treatment   segments  for  prostate  cancer:   nerve-sparing
      prostatectomy,  via the CaverMap Surgical Aid, and brachytherapy,  via the
      Iodine-125 seeds.


      Office-Based Continence Care Products

      During the first  quarter of 1998,  the  Company  received  FDA  marketing
      clearance for over-the-counter  use of its Impress Softpatch.  The Company
      believes   that   the  best   vehicle   for   capitalizing   on  both  the
      over-the-counter  and  prescription  marketplaces  is  in  partnership  or
      partnerships  with larger,  more  established  companies.  Therefore,  the
      Company is currently pursuing partnership(s), and has decided not to incur
      Impress launch costs until such partnership(s) are in place.








<PAGE>


      Breast Cancer

      The  BreastCheck  technology  is an  investigational  technology  and must
      receive  FDA  approval.  The Company  anticipates  seeking  this  approval
      through the form of Pre-Market Approval ("PMA"). The Company has agreed to
      a clinical protocol with the FDA and will continue its piloting of studies
      on the performance of this technology for professional as well as consumer
      use. The final clinical trials are currently  slated to begin in 1999, and
      this  technology may be available in the U.S. in 2000, if and only if, FDA
      approval is obtained  within that time frame.  No  assurances  can be made
      that the Company will be  successful  in  obtaining  FDA approval for this
      product, or as to the timing of such approval.



      Results of Operations


      Revenues

      The  Company's  revenues for the first  quarter of 1998  decreased  77% to
      $0.06  million as compared to $0.3  million in the first  quarter of 1997.
      This  decrease  is  primarily  the result of the  recognition  of deferred
      revenue from European  distributorship  agreements in the first quarter of
      1997 and  there  being  no such  revenue  in the  first  quarter  of 1998,
      slightly  offset  by the  commencement  in the  first  quarter  of 1998 of
      shipments of BEACON Technology  Surgical kits, which were not commercially
      available in 1997.


      Cost of revenues

      Cost of  revenues  for the first  quarter  of 1998  increased  13% to $1.1
      million as  compared  to $1.0  million in the first  quarter of 1997.  The
      increase is predominantly a result of an increase in material costs during
      the first  quarter of 1998 due to the  material  content  of the  products
      available  for sale in the first  quarter of 1998 as compared to the first
      quarter of 1997,  slightly offset by decreased  manufacturing  engineering
      costs as a result  of a  reduced  headcount.  The  Company  anticipates  a
      decreasing cost of revenues over the next two quarters due to the indirect
      effects of the first quarter of 1998  restructuring.  The Company  expects
      negative  or low gross  margins  for the near term and,  accordingly,  has
      considered  this in its valuation of inventory.  There can be no assurance
      that the  Company  will ever  realize  sufficient  production  volumes  or
      otherwise reduce its manufacturing costs in order to raise gross margins.


      Operating Expenses

      Research and  development  expenses in the first quarter of 1998 decreased
      17% to $1.9  million as compared to $2.3  million in the first  quarter of
      1997. The decrease is a result of the decreased level of expenses incurred
      on Impress  Softpatch  activities in the first quarter of 1998 as compared
      to the first quarter of 1997,  partially  offset by increased  expenses in
      efforts for the development activities of the BreastCheck,  BreastExam and
      BreastView products. The Company anticipates a slight decrease in research
      and development  expenditures in the second and third quarters of 1998, as
      compared  to the  first  quarter  of  1998,  as a  result  of the  reduced
      headcount due to the first quarter of 1998 restructuring.

      Marketing and sales expenses in the first quarter of 1998 decreased 57% to
      $1.8  million as  compared to $4.1  million in the first  quarter of 1997.
      This  decrease  was   predominantly  the  result  of  the  high  level  of
      advertising  and  public  relations  expenses  incurred  during  the first
      quarter of 1997 in connection  with the ramp-up for the U.S. launch of the
      Reliance Insert.  There were no such marketing and sales expenses incurred
      during the first  quarter of 1998 for the Reliance  Insert.  Marketing and
      sales expenses are expected to decrease in the second and third quarter of
      1998, as a compared to the first quarter of 1998, as a result of a reduced
      headcount due to the first quarter of 1998 restructuring.

      General and administrative expenses in the first quarter of 1998 decreased
      18% to $1.1  million as compared to $1.3  million in the first  quarter of
      1997. This decrease was mainly due to decreased  headcount,  and decreased
      systems and consulting expenses.  General and administrative  expenses are
      expected to decrease  slightly in the second and third quarters of 1998 as
      compared  to the  first  quarter  of  1998  due to a  decreased  level  of
      consulting expenses.

<PAGE>
      Restructuring

      During the first  quarter of 1998,  the Company  recorded a charge of $1.0
      million for the  restructuring  of its operations to increase its emphasis
      on its hospital-based  sales efforts and to decrease its investment in the
      consumer-oriented  continence  care business,  which the Company  believes
      will be best approached through utilizing marketing partners.  This charge
      included $579,000 of employee  termination  benefits and $445,000 of costs
      to  exit  certain  leased  facilities.  The  $579,000  cost  for  employee
      termination  benefits  included the reduction of  approximately  40 people
      from all functions of the Company. Costs to exit certain leased facilities
      included  $138,000 of fixed  assets  written  off.  As of March 31,  1998,
      actual cash  expenditures  of $216,000 were made for employee  termination
      benefits  and $47,000 for costs to exit  certain  leased  facilities.  The
      remaining  restructuring  accrual  at March  31,  1998 is  $623,000.  Cash
      expenses of approximately $523,000 are to be paid out against this accrual
      over the next twelve  months and the  remaining  $100,000,  pertaining  to
      costs to exit  certain  leased  facilities,  are  expected  to be paid out
      evenly over the subsequent three years.


      Interest income and interest expense

      Interest income in the first quarter of 1998 decreased 31% to $0.9 million
      as compared to $1.3 million in the first quarter of 1997. The decrease was
      due  to  decreased  balances  of  interest-bearing  cash  equivalents  and
      short-term investments.

      Interest  expense in the first quarter of 1998 remained  unchanged at $1.1
      million as compared to the first quarter of 1997.


      Liquidity and Capital Resources

      Cash and  short-term  investments  totaled $59.1 million at March 31, 1998
      compared to $65.0  million at December  31, 1997.  At March 31, 1998,  the
      Company's funds were invested in U.S.  government  obligations,  corporate
      debt obligations and money market funds.

      Net cash used in operating  activities  of $5.4  million  during the three
      months ended March 31, 1998 was primarily a result of the net loss for the
      period,  which was  partially  offset  by  depreciation  and  amortization
      expenses and increases in accrued expenses which were primarily the result
      of interest accrued on the Company's 6% Convertible Subordinated Notes due
      October 15, 2003 (the "Convertible Notes").

      Net cash  provided by investing  activities  was $5.2  million  during the
      three  months ended March 31, 1998.  Short-term  investments  decreased by
      $5.7 million due to a shift into cash and cash  equivalents  and cash used
      for  operating  expenses.  In  addition,  the Company made $0.5 million of
      fixed asset purchases during the period.

      Net cash provided by financing  activities  was $0.03  million  during the
      three  months ended March 31, 1998 as a result of proceeds  received  from
      the  exercise of stock  options  and from  purchases  under the  Company's
      employee stock purchase plan.

      In October 1996, the Company sold $69.0 million of its Convertible  Notes.
      These  Convertible Notes are convertible at any time into shares of common
      stock of the Company at a  conversion  price of $13.281 per share,  and is
      subject to adjustment under certain circumstances, including an adjustment
      to be effected in the event that the  Company's  shareholders  approve the
      proposed  reverse  stock split in May 1998.  Interest  on the  Convertible
      Notes is payable each April and October,  unless  previously  converted or
      repurchased.  There have been no such  conversions or repurchases  through
      March 31, 1998. The Convertible  Notes are redeemable at the option of the
      Company on or after October 1999 at specified redemption prices, initially
      103.429% of the principal  amount plus accrued and unpaid  interest at the
      redemption date.


      The Company  believes that available cash, cash equivalents and short term
      investments  will be sufficient to meet the Company's  operating  expenses
      and capital  requirements for the foreseeable future. The Company's future
      long-term  liquidity and capital  requirements depend on numerous factors,
      including,  but not limited to,  development  of the  Company's  marketing
      capability,  market  acceptance of the BEACON  Technology  system surgical
      line and the CaverMap  Surgical Aid,  development of the Company's Impress
      Softpatch  partnership(s),  the  development  status  of  other  potential
      products, including but not limited to the BreastCheck, BreastExam and the
      BreastView devices,  potential  acquisitions and other potential strategic
      product opportunities. There can be no assurance that the Company will not
      require additional financing or that, if required,  such financing will be
      available on terms acceptable to the Company.


<PAGE>
      The Company has been  evaluating  its computer  software and  databases to
      ensure that any modifications  required to be year 2000 compliant are made
      in a timely  manner.  Thus far,  management  has  determined the financial
      impact of such  modifications  to be  immaterial  to  Company's  financial
      position or results of operations in any given year.



      Forward-Looking Statements and Associated Risks

      Certain  statements  contained in this Quarterly  Report may be considered
      forward  looking  statements  within the  meaning  of  Section  27A of the
      Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of
      1934,  including  statements  regarding (i) the planned progression of the
      Company's  commercialization  strategies  for the Impress  Softpatch,  the
      INTROL Bladder Neck Support  Prosthesis and the BEACON  Technology  System
      surgical line,  including the timing and extent of initial or other sales,
      (ii)  consumer  acceptance  of the use of the  Impress  Softpatch  and the
      INTROL Bladder Neck Support  Prosthesis as strategies for the self-care of
      urinary  incontinence  and the size  and  accessibility  of the  Company's
      target markets,  (iii) the Company's  expectations  regarding its research
      and development and in-licensing activities,  including but not limited to
      the BreastCheck,BreastExam and BreastView devices, (iv) the timing related
      to the commencement of marketing activities for the commerical launches of
      the BreastCheck,  BreastExam and BreastView  devices,  Impress  Softpatch,
      BEACON  Technology  System,  and the CaverMap Surgical Aid, (v) the timing
      related  to  regulatory  clearance  for  the  BreastCheck  and  BreastExam
      devices,  (vi) the  Company's  planned  uses for its cash and other liquid
      resources,   (vii)  the   Company's   expectations   regarding   its  1998
      restructuring,  included anticipated cost savings and (viii) the extent of
      future revenues, expenses and results of operations and the sufficiency of
      the Company's  financial  resources to meet planned  operational costs and
      other  expenditure  needs.  These  forward-looking  statements  are  based
      largely on the Company's expectations and are subject to a number of risks
      and uncertainties,  many of which are beyond the Company's control. Actual
      results could differ materially from these forward-looking statements as a
      result of certain factors, including those described below:

           o The uncertainty that the Impress Softpatch, the INTROL Bladder Neck
           Support  Prosthesis,  the BEACON  Technology  system and the CaverMap
           Surgical Aid will gain market  acceptance  either among physicians or
           urinary   incontinence   sufferers  in  the  United  States.   
           o The uncertainty that physicians will prescribe the Impress  
           Softpatch and the INTROL Bladder Neck Support Prostheses in 
           significant  numbers. 
           o The uncertainty that the Company will be able to develop an 
           effective sales force and  implement a  successful  marketing  
           campaign for the BEACON  Technology system and the CaverMap Surgical
           Aid in the United States. 
           o The  uncertainty  that the Company will be able to develop
           effective  partnerships to pursue  over-the-counter  and prescription
           outlets for the Impress  Softpatch.  
           o The  uncertainty  of receiving regulatory  clearance for the 
           Company's  BreastCheck,  BreastExam and BreastView  devices.  
           o The  Company's  dependence  on others for raw materials and 
           certain  components of its products,  including certain materials  
           available  only  from  single  sources.  
           o  The  uncertain protection   afforded  the  Company  by  its  
           patents   and/or  other intellectual  property rights relating to 
           the the Impress  Softpatch, the INTROL Bladder Neck Support
           Prosthesis and other products. 
           o The uncertainty  whether the Company will be able to manufacture, 
           market and  sell  its   products   at  prices  that  permit  it  to  
           achieve satisfactory margins in the production and marketing of its 
           products.
           o  Risks  relating  to FDA or  other  governmental  oversight  of the
           Company's  operations,  including the possibility  that the FDA could
           impose costly  additional  labeling  requirements on, or restrict the
           marketing of, the Company's products, or suspend operations at one or
           more of the Company's  facilities.  
           o The  uncertainty of the size of the potential  markets based on 
           such technology and the  coordination of products based on such 
           technology with UroMed's other products.


      Other relevant risks are described in the Company's  Annual Report on Form
      10-K  for  the  year  ended   December   31,   1997  under  the   headings
      "Forward-Looking Statements and Associated Risks" and "Risk Factors", and
      are incorporated herein by reference.





<PAGE>

Part II.  OTHER INFORMATION



Item 6.  Exhibits

           27         Financial Data Schedule













<PAGE>



           SIGNATURES

      Pursuant to  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.


                                             UroMed Corporation


           Date: May 13, 1998                 /s/ John G. Simon
                --------------               ----------------------------------
                                             John G. Simon, President and
                                             Chief Executive Officer


           Date: May 13, 1998                 /s/ Paul J. Murphy
                --------------              -----------------------------------
                                             Paul J. Murphy, Treasurer and
                                             Chief Financial Officer (Principal
                                             Financial and Accounting Officer)
<PAGE>                                      

<TABLE> <S> <C>


      <ARTICLE>           5
      <LEGEND>
      THIS SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  FROM THE BALANCE
      SHEET  AND THE  STATEMENT  OF  OPERATIONS  FILED AS PART OF THE  QUARTERLY
      REPORT ON FORM 10Q AND IS  QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO SUCH
      QUARTERLY REPORT ON FROM 10Q.
      </LEGEND>
      <CIK>                         0000917821
      <NAME>                            UroMed-Corp.
      <MULTIPLIER>                      1,000
             
      <S>                           <C>
      <PERIOD-TYPE>                 3-MOS
      <FISCAL-YEAR-END>                                              DEC-31-1997
      <PERIOD-START>                                                 JAN-01-1998
      <PERIOD-END>                                                   MAR-31-1998
      <CASH>                                                              11,915
      <SECURITIES>                                                        47,228
      <RECEIVABLES>                                                            0
      <ALLOWANCES>                                                             0
      <INVENTORY>                                                            302
      <CURRENT-ASSETS>                                                    60,517
      <PP&E>                                                               9,693
      <DEPRECIATION>                                                       3,331
      <TOTAL-ASSETS>                                                      70,302
      <CURRENT-LIABILITIES>                                                6,650
      <BONDS>                                                             69,000
                                                          0
                                                                    0
      <COMMON>                                                           107,024
      <OTHER-SE>                                                       (112,372)
      <TOTAL-LIABILITY-AND-EQUITY>                                        70,302
      <SALES>                                                                 61
      <TOTAL-REVENUES>                                                        61
      <CGS>                                                                1,135
      <TOTAL-COSTS>                                                        6,921
      <OTHER-EXPENSES>                                                         0
      <LOSS-PROVISION>                                                         0
      <INTEREST-EXPENSE>                                                 (1,134)
      <INCOME-PRETAX>                                                    (7,097)
      <INCOME-TAX>                                                             0
      <INCOME-CONTINUING>                                                (7,097)
      <DISCONTINUED>                                                           0
      <EXTRAORDINARY>                                                          0
      <CHANGES>                                                                0
      <NET-INCOME>                                                       (7,097)
      <EPS-PRIMARY>                                                       (0.27)
      <EPS-DILUTED>                                                       (0.27)
              

</TABLE>


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