EXOGEN INC, 10-Q, 1998-08-13

EXOGEN INC
10-Q, 1998-08-13
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________

FORM 10-Q

(Mark One)
[ 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

[ ] 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 0-26154

EXOGEN, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 22-3208468
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10 Constitution Avenue
P.O. Box 6860, Piscataway, NJ 08855
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (732) 981-0990

N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.

Indicate by check [X] whether the registrant (1) has filed all reports
required to be filed by Sections 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 Common Stock, par
value $0.0001 per share: 11,882,718 shares outstanding at July 31, 1998.
<PAGE>

EXOGEN, INC.
Quarterly Report on Form 10-Q
June 30, 1998

Table of Contents

PART I--Financial Information . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1--Financial Statements:
Consolidated Balance Sheets . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . .

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

PART II--Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .

Item 2. Changes in Securities and Use of Proceeds . . . . . . . . . . .

Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . .

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

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . .

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>
<TABLE>
<CAPTION>
EXOGEN, INC.

CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

June 30, September 30,
------------ -------------
1998 1997
------------ ------------
(Unaudited)
ASSETS

<S> <C> <C>
Current assets:
Cash and cash equivalents ......................................... $ 5,458 $ 4,018
Short-term investments ............................................ 5,772 4,526
Accounts receivable, net .......................................... 2,730 3,384
Inventories ....................................................... 815 1,515
Other current assets .............................................. 584 297
------------ ------------
Total current assets ................................. 15,359 13,740
Furniture, fixtures and equipment, net ................................ 582 758
Other assets .......................................................... 254 291
------------ ------------
Total assets ......................................... $ 16,195 $ 14,789
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable .................................................. $ 368 $ 463
Accrued liabilities ............................................... 2,788 2,178
Capital lease obligations ......................................... -- 2
Other current liabilities ......................................... -- 55
------------ ------------
Total current liabilities ............................ 3,156 2,698
------------ ------------
Total liabilities .................................... 3,156 2,698
------------ ------------
Commitments and contingencies (Note 2)

Stockholders' equity:
Preferred Stock, $0.0001 par value; 3,000,000 shares
authorized at June 30, 1998, and September 30,1997;
no shares issued or outstanding .............................. -- --
Common Stock, $0.0001 par value; 27,000,000 shares
authorized at June 30, 1998, and September 30, 1997;
11,846,642 shares issued and outstanding at June 30, 1998, and
9,998,140 shares issued and outstanding at September 30, 1997 1 1
Additional paid-in capital ........................................ 54,267 46,691
Cumulative translation adjustment ................................. (326) (275)
Accumulated deficit ............................................... (40,903) (34,326)
------------ ------------
Total stockholders' equity ........................... 13,039 12,091
------------ ------------
Total liabilities and stockholders' equity ........... $ 16,195 $ 14,789
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
EXOGEN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Three Months Ended Nine Months Ended
June 30, June 30,
---------------------- ----------------------
1998 1997 1998 1997
-------- -------- -------- --------
(Unaudited) (Unaudited)
Revenues:
<S> <C> <C> <C> <C>
Product sales .......................... $ 3,081 $ 1,764 $ 7,595 $ 5,240
Revenues from development agreements ... 400 -- 400 --
-------- -------- -------- --------
Total revenues ................... 3,481 1,764 7,995 5,240
-------- -------- -------- --------

Operating costs and expenses:
Cost of product sales .................. 1,231 961 3,311 3,049
Research and development ............... 779 806 2,173 2,490
Selling, general, and administrative ... 2,946 3,053 8,784 9,454
Nonrecurring charge for international
doubtful accounts ................. -- -- 800 --
-------- -------- -------- --------
Total operating costs and expenses 4,956 4,820 15,068 14,993
-------- -------- -------- --------

Operating loss .............................. (1,475) (3,056) (7,073) (9,753)

Other income (expense):
Interest income, net ................... 158 160 514 599
Other income (expense), net ............ 2 (8) (16) (48)
-------- -------- -------- --------
Total other income, net .......... 160 152 498 551
-------- -------- -------- --------

Loss before income taxes .................... (1,315) (2,904) (6,575) (9,202)

Provision for income taxes .................. -- -- 2 --
-------- -------- -------- --------

Net loss .................................... $ (1,315) $ (2,904) $ (6,577) $ (9,202)
======== ======== ======== ========

Basic net loss per common share ............. $ (0.11) $ (0.29) $ (0.56) $ (0.93)
======== ======== ======== ========
Diluted net loss per common share ........... $ (0.11) $ (0.29) $ (0.56) $ (0.93)
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
EXOGEN, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Three Months Ended Nine Months Ended
June 30, June 30,
------------------ --------------------
1998 1997 1998 1997
------- ------- ------- -------
(Unaudited) (Unaudited)

<S> <C> <C> <C> <C>
Net loss ......................................... $(1,315) $(2,904) $(6,577) $(9,202)

Other comprehensive income (loss):
Foreign currency translation adjustments .... 7 (82) (51) (226)
------- ------- ------- -------
Total other comprehensive income (loss) 7 (82) (51) (226)
------- ------- ------- -------

Comprehensive loss ............................... $(1,308) $(2,986) $(6,628) $(9,428)
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
EXOGEN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Nine Months Ended
June 30,
---------------------
1998 1997
-------- --------
(Unaudited)
Cash flows from operating activities:
<S> <C> <C>
Net loss .......................................................... $(6,577) $(9,202)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization ................................ 348 364
Amortization of net (discount) premium on short- and long-term
investments ................................................ (11) 56
Amortization of nonemployee stock
option/warrant compensation ................................ 90 90
Provision for losses on accounts receivable .................. 221 100
Nonrecurring charge for international doubtful accounts ...... 800 --
Other adjustments ............................................ (50) 2
Decrease (increase) in assets:
Accounts receivable, net ..................................... (406) (929)
Interest receivable .......................................... (37) 74
Inventories .................................................. 692 (265)
Other current assets ......................................... (199) (21)
Other assets ................................................. 32 --
Increase (decrease) in liabilities:
Accounts payable ............................................. (94) (277)
Accrued liabilities .......................................... 614 585
Other current liabilities .................................... (55) (99)
------- -------
Net cash used in operating activities ................... (4,632) (9,522)
------- -------

Cash flows from investing activities:
Purchase of short- and long-term investments ...................... (7,000) (1,392)
Proceeds from sale of short- and long-term
investments ..................................................... 5,765 7,212
Purchase of furniture, fixtures and equipment ..................... (168) (168)
------- -------
Net cash (used in) provided by investing activities ..... (1,403) 5,652
------- -------

Cash flows from financing activities:
Proceeds from exercise of stock options ........................... 10 5
Proceeds from sale of Common Stock ................................ 7,475 125
Principal payments under capital leases ........................... -- (13)
------- -------
Net cash provided by financing activities ............... 7,485 117
------- -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Effect of exchange rate changes on cash and cash
equivalents .......................................................... (10) (24)
------- -------

Net increase (decrease) in cash and cash equivalents ................... 1,440 (3,777)
Cash and cash equivalents, beginning of period ......................... 4,018 8,115
------- -------
Cash and cash equivalents, end of period ............................... $ 5,458 $ 4,338
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
EXOGEN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements
reflect all adjustments (including normal recurring adjustments) that
management considers necessary to present fairly the financial position
of Exogen, Inc. ("the Company") as of June 30, 1998; the results of
operations for the three and nine months ended June 30, 1998 and 1997;
and the cash flows for the nine months then ended. The results of
operations for the respective interim periods are not necessarily
indicative of the results to be expected for the full year. The
unaudited condensed consolidated financial statements, which include
the financial position, results of operations, and cash flows for
Exogen, Inc. and its wholly owned subsidiary, Exogen (Europe) GmbH,
should be read in conjunction with the audited consolidated financial
statements for the year ended September 30, 1997, included in the
Company's Annual Report on Form 10-K.

2. COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and litigation in the ordinary course
of business. In management's opinion, such claims are not material to
the Company's financial position, its results of operations, or its
cash flows.

3. NET LOSS PER COMMON SHARE

In the first quarter of fiscal 1998, the Company adopted Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per
Share," which requires the presentation of both basic and diluted
earnings per share on the face of the Consolidated Statements of
Operations. Options and warrants are not included in the calculation of
diluted earnings per share if the effect would be antidilutive.
Accordingly, the Company's basic and diluted net loss per share do not
differ for any period presented.

The weighted-average number of shares used in the calculation of basic
and diluted net loss per share is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
-------------------------- -------------------------
1998 1997 1998 1997
----------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Weighted-average shares outstanding 11,846,593 9,954,672 11,700,632 9,934,078
</TABLE>
<PAGE>
Net loss per share under the provisions of SFAS 128 for periods prior
to fiscal 1998 did not differ from the net loss per share as reported
in those prior periods.

The following table summarizes securities that were outstanding as of
June 30, 1998 and 1997, but not included in the calculation of diluted
net loss per share because such shares are antidilutive:

June 30,
------------------------
1998 1997
------- -------
Options................................. 941,560 653,841
Warrants................................ 100,000 -

4. COMPREHENSIVE INCOME

Effective fiscal 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," which
establishes standards for reporting and displaying comprehensive income
and its components (revenue, expenses, gains, and losses) in a full set
of general-purpose financial statements.

5. NONRECURRING CHARGE

The operating loss for the nine months ended June 30, 1998, includes an
$800,000 nonrecurring charge, recorded in the three months ended March
31, 1998, to write down certain international accounts receivable,
primarily in Germany. The nonrecurring charge was precipitated by a
recent German court case, unrelated to the Company, that challenged a
1995 ruling upon which the Company had previously relied, and may
reduce the collectibility of certain accounts receivable in Germany.

6. INVENTORIES

Inventories consist of the following:
June 30, September 30,
1998 1997
----------- -----------
(in thousands)

Finished goods.......................... $ 407 $ 1,218
Parts and components.................... 408 297
----------- -----------
$ 815 $ 1,515
========== =========

7. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION

Nine Months Ended June 30,
--------------------------
1998 1997
------ -------
(in thousands)

Interest paid........................... $ 5 $ 10
Income taxes paid....................... $ 2 $ -

<PAGE>
8. SUBSEQUENT EVENT

On August 10, 1998, the Company and Smith & Nephew, Inc. ("S&N")
entered into a multi-year master agreement, together with a U.S. sales
representative agreement and a stock purchase agreement, under which
S&N has obtained exclusive rights to market the Company's Sonic
Accelerated Fracture Healing System devices in the United States. The
potential maximum amount payable by S&N under these agreements with the
Company totals $10.1 million. Of this amount, $4.1 million (or $5.00
per share) was paid by S&N to purchase 820,000 shares of the Company's
Common Stock at the closing. An additional up-front fee of $1 million
was paid for the distribution rights in the United States. The
agreements also provide S&N with certain options resulting in potential
additional payments to the Company totaling $5.0 million. These options
include the right to distribute in international markets. The
agreements also provide S&N a one-time right to purchase additional
shares of the Company's Common Stock, in certain circumstances, up to
19% (including the shares already acquired by S&N) of the then
outstanding shares of the Company's Common Stock. The Company is
obligated to file a registration statement with the Securities and
Exchange Commission within 90 days following the closing date to
register any shares of the Company's Common Stock sold to S&N under
these agreements.
<PAGE>

EXOGEN, INC.

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

The following is management's discussion of significant factors that affected
the Company's interim financial condition and results of operations. This should
be read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the Company's Annual Report on
Form 10-K for the year ended September 30, 1997.

This Report on Form 10-Q contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the Company.
Such statements are only predictions, and the actual events or results may
differ materially from the results discussed in the forward-looking statements.
Factors that could cause or contribute to such differences include those
discussed below under "Business Considerations" as well as those discussed in
other filings made by the Company with the Securities and Exchange Commission,
including the Company's Form 10-K.

Results of Operations

Nine Months Ended June 30, 1998, and June 30, 1997

For the nine months ended June 30, 1998, essentially all of the Company's
product sales were from the Company's Sonic Accelerated Fracture Healing System
("SAFHS") devices. For the nine months ended June 30, 1998, product sales were
$7.6 million, compared with $5.2 million for the nine months ended June 30,
1997. The increase of $2.4 million (or 45%) was primarily a result of an
increase in volume, partially offset by a decrease in the average realized
selling price of SAFHS devices. This decrease was primarily caused by a shift in
international sales from direct sales to sales to distributors, including sales
to Teijin Limited ("Teijin"), the Company's Japanese distributor.

For the nine months ended June 30, 1998, the Company recorded revenues of
$400,000 related to the SAFHS development agreement with Teijin. No such
revenues were reported for the nine months ended June 30, 1997. This $400,000 of
revenues was the final milestone payment to the Company under its agreement with
Teijin in connection with the commercial introduction of the SAFHS in Japan.
(See "Liquidity and Capital Resources" below for a further discussion.)

Domestic product sales were $6.4 million (or 85% of total product sales) for the
nine months ended June 30, 1998, an increase of $2.6 million (or 69%) over $3.8
million of domestic product sales for the nine months ended June 30, 1997. An
increase in domestic sales volume and in the average realized selling price of
SAFHS devices caused the increase in domestic product sales.

Product sales in Europe, primarily derived from sales in Germany, were $358,000
(or 5% of total product sales) for the nine months ended June 30, 1998, a
decrease of $1.1 million (or 75%) compared with $1.4 million of product sales in
Europe for the nine months ended June 30, 1997. The decrease was a result of (i)
the Company's election, since September 1997, to sell SAFHS devices in Germany
only when reimbursement is preapproved and (ii) an adjustment in the quarter
ended December 31, 1997, to increase the reserves for European sales allowances
and returns. In addition to product sales in Europe, in fiscal 1998, the Company
recorded its initial sales to Teijin of $793,000 (or 10% of total product sales)
for the nine months ended June 30, 1998.
<PAGE>
Cost of product sales was $3.3 million for the nine months ended June 30, 1998,
compared with $3.0 million for the nine months ended June 30, 1997. Included in
cost of sales were royalties and the cost of manufacture of the SAFHS device by
the Company and an outside source. Excluding revenues related to development
agreements, gross profit for the nine months ended June 30, 1998, was $4.3
million (or 56% as a percentage of product sales), compared with $2.2 million
(or 42%) for the nine months ended June 30, 1997. The $2.1 million increase (or
96%) in gross profit was principally due to (i) reduced per-unit product costs
principally related to the introduction of the SAFHS 2000 and (ii) an increase
in sales volume, partially offset by a decrease in the average realized selling
price of SAFHS devices.

Research and development expenses for the nine months ended June 30, 1998,
decreased to $2.2 million from $2.5 million for the nine months ended June 30,
1997. The decrease of $317,000 (or 13%) was primarily a result of (i) a
reduction from fiscal 1997 in the number of research projects funded during
fiscal 1998 and (ii) savings from a workforce reduction in fiscal 1997,
partially offset by the expenses of preparing a Pre-Market Approval Supplement
to be filed with the U.S. Food and Drug Administration for expanded indications
for the SAFHS 2000.

Selling, general, and administrative expenses for the nine months ended June 30,
1998, decreased to $8.8 million from $9.5 million for the nine months ended June
30, 1997. The decrease of $670,000 (or 7%) resulted from (i) savings from a
workforce reduction in fiscal 1997, (ii) a reduction in marketing consultation,
and (iii) the absence in fiscal 1998 of a 1997 nonrecurring charge of $150,000
related to the workforce reduction. Partially offsetting the overall decrease
were increases in revenue-related expenses, such as commissions and bad debt.

In March 1998, the Company recorded an $800,000 nonrecurring charge to
operations to write down certain European accounts receivable, primarily in
Germany. The nonrecurring charge was precipitated by a recent German court case,
unrelated to the Company, that challenged a 1995 ruling upon which the Company
had previously relied, and may reduce the collectibility of certain accounts
receivable in Germany. The Company continues to pursue collection of these
receivables case-by-case.

Net interest income for the nine months ended June 30, 1998, decreased to
$514,000 from $599,000 for the nine months ended June 30, 1997, consistent with
the level of funds available for investment.

The Company incurred a net loss of $6.6 million, or $0.56 per share, for the
nine months ended June 30, 1998, compared with a net loss of $9.2 million, or
$0.93 per share, for the nine months ended June 30, 1997. (Per share data are
based upon weighted average shares outstanding, which exclude options and
warrants because they are antidilutive. See Note 3 to the Consolidated Financial
Statements for a discussion of the calculation of per share data.) The decrease
of $2.6 million (or 29%) in net loss was caused principally by the factors
discussed above.

Three Months Ended June 30, 1998, and June 30, 1997

For the three months ended June 30, 1998, essentially all of the Company's
product sales were from the Company's Sonic Accelerated Fracture Healing System
("SAFHS") devices. For the three months ended June 30, 1998, product sales were
$3.1 million, compared with $1.8 million for the three months ended June 30,
<PAGE>
1997. The increase of $1.3 million (or 75%) was primarily a result of an
increase in volume, partially offset by a decrease in the average realized
selling price of SAFHS devices. This decrease was primarily caused by a shift in
international sales from direct sales to sales to distributors, including sales
to Teijin.

For the three months ended June 30, 1998, the Company recorded revenues of
$400,000 related to the SAFHS development agreement with Teijin. No such
revenues were reported for the three months ended June 30, 1997. This $400,000
of revenues was the final milestone payment to the Company under its agreement
with Teijin in connection with the commercial introduction of the SAFHS in
Japan. (See "Liquidity and Capital Resources" below for a further discussion.)

Domestic product sales were $2.4 million (or 79% of total product sales) for the
three months ended June 30, 1998, an increase of $1.1 million (or 79%) over $1.4
million of domestic product sales for the three months ended June 30, 1997. An
increase in domestic sales volume and in the average realized selling price of
SAFHS devices caused the increase in domestic product sales.

Product sales in Europe, primarily derived from sales in Germany, were $170,000
(or 6% of total product sales) for the three months ended June 30, 1998, a
decrease of $226,000 (or 57%) compared with $396,000 of product sales in Europe
for the three months ended June 30, 1997. Since September 1997, the Company has
elected to sell SAFHS devices in Germany only when reimbursement is preapproved,
which has caused the decrease in sales in Europe. In addition to product sales
in Europe, the Company recorded sales to Teijin of $461,000 (or 15% of total
product sales) for the three months ended June 30, 1998.

Cost of product sales was $1.2 million for the three months ended June 30, 1998,
compared with $961,000 for the three months ended June 30, 1997. Included in
cost of sales were royalties and the cost of manufacture of the SAFHS device by
the Company and an outside source. Excluding revenues related to development
agreements, gross profit for the three months ended June 30, 1998, was $1.9
million (or 60% as a percentage of product sales), compared with $803,000 (or
46%) for the three months ended June 30, 1997. The $1.0 million increase (or
130%) in gross profit was principally due to (i) an increase in sales volume and
(ii) reduced per-unit product costs principally related to the introduction of
the SAFHS 2000, partially offset by a decrease in the average realized selling
price of SAFHS devices.

Research and development expenses for the three months ended June 30, 1998,
decreased to $779,000 from $806,000 for the three months ended June 30, 1997.
The decrease of $27,000 (or 3%) was primarily a result of (i) the reduction from
fiscal 1997 in the number of research projects funded and (ii) savings from a
workforce reduction in fiscal 1997, partially offset by the expenses of
preparing a Pre-Market Approval Supplement to be filed with the U.S. Food and
Drug Administration for expanded indications for the SAFHS 2000.

Selling, general, and administrative expenses for the three months ended June
30, 1998, decreased to $2.9 million from $3.1 million for the three months ended
June 30, 1997. The decrease of $107,000 (or 4%) resulted primarily from an
overall reduction in marketing expenses, which were greater in fiscal 1997
because of the introduction of the SAFHS 2000 in April 1997. Savings from a
workforce reduction in fiscal 1997 and the absence in fiscal 1998 of a 1997
nonrecurring charge of $150,000 related to the workforce reduction added to the
decrease in expenses. Partially offsetting the overall decrease were increases
in revenue-related expenses, such as commissions and bad debt.
<PAGE>
Net interest income for the three months ended June 30, 1998, was $158,000,
essentially even with net interest income of $160,000 for the three months ended
June 30, 1997. This was consistent with the level of funds available for
investment.

The Company incurred a net loss of $1.3 million, or $0.11 per share, for the
three months ended June 30, 1998, compared with a net loss of $2.9 million, or
$0.29 per share, for the three months ended June 30, 1997. (Per share data are
based upon weighted average shares outstanding, which exclude options and
warrants because they are antidilutive. See Note 3 to the Consolidated Financial
Statements for a discussion of the calculation of per share data.) The decrease
of $1.6 million (or 55%) in net loss was caused principally by the factors
discussed above.

Liquidity and Capital Resources

Since inception, the Company's expenses have significantly exceeded its
revenues, resulting in an accumulated deficit of $40.9 million at June 30, 1998.
Through September 30, 1997, the Company had funded its operations primarily
through two early-stage private placements of equity securities (aggregating
$17.6 million) and an Initial Public Offering of Common Stock in July 1995
(aggregating $28.5 million, including proceeds from the overallotment option).
In October 1997, the Company completed a private placement of 1,799,019 shares
of its Common Stock for aggregate net proceeds of $7.4 million.

For the nine months ended June 30, 1998, the Company used net cash of $4.6
million for operating activities, primarily to fund selling and marketing of the
SAFHS 2000. Working capital was $12.2 million at June 30, 1998, an increase of
$1.2 million (or 11%) from the balance at September 30, 1997. The Company's
capital expenditures for the nine months ended June 30, 1998, were $168,000. The
Company estimates that equipment and furnishings to expand in-house
manufacturing and administrative support activities will require capital
expenditures of approximately $300,000 during each of fiscal 1998 and 1999.

From December 1995 through June 30, 1998, the Company has recorded $1.9 million
of revenues related to development agreements with Teijin. These development
agreements cover two of the Company's technologies: (i) the SAFHS device and
(ii) the mechanical-stress device under development. The SAFHS agreement
provides for milestone payments to the Company for Teijin's development of the
product for launch in Japan. The Company is responsible for manufacturing and
supplying SAFHS devices to Teijin for clinical trials and sales in Japan, while
Teijin is responsible for complying with the regulatory requirements and
marketing and distributing the SAFHS device in Japan. The mechanical-stress
agreement provides for milestone payments to the Company that will support, in
part, the Company's clinical trials in the United States in exchange for a first
option in favor of Teijin to negotiate a development and distribution agreement
for this device for the Japanese market. In the quarter ended June 30, 1998,
Teijin announced that the Health and Welfare Ministry of Japan had approved
reimbursement for the SAFHS, which was the final approval needed to begin
commercial distribution of the SAFHS. Consequently, in April 1998, the Company
received $400,000 from Teijin, representing the final milestone payment covering
the SAFHS development agreement.

The Company plans to finance its capital needs from existing capital resources
and the proceeds of the October 1997 private placement, the combination of which
the Company believes will be sufficient to fund its operations into fiscal 1999.
Additional funding might not be available when needed or on terms acceptable to
the Company, which would have a material adverse effect on the Company's
business, financial condition, results of operations, and cash flows.
<PAGE>
Year 2000 Compliance

Many existing computerized applications were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many of these applications could fail or create errors by or at the year 2000.
Management continues to assess the year 2000 compliance impact on the Company's
operations, but does not expect compliance costs to be material.

Subsequent Event

On August 10, 1998, the Company and Smith & Nephew, Inc. ("S&N") entered into a
multi-year master agreement, together with a U.S. sales representative agreement
and a stock purchase agreement, under which S&N has obtained exclusive rights to
market the Company's SAFHS devices in the United States. The potential maximum
amount payable by S&N under these agreements with the Company totals $10.1
million. Of this amount, $4.1 million (or $5.00 per share) was paid by S&N to
purchase 820,000 shares of the Company's Common Stock at the closing. An
additional up-front fee of $1 million was paid for the distribution rights in
the United States. The agreements also provide S&N with certain options
resulting in potential additional payments to the Company totaling $5.0 million.
These options include the right to distribute in international markets. The
agreements also provide S&N a one-time right to purchase additional shares of
the Company's Common Stock, in certain circumstances, up to 19% (including the
shares already acquired by S&N) of the then outstanding shares of the Company's
Common Stock. The Company is obligated to file a registration statement with the
Securities and Exchange Commission within 90 days following the closing date to
register any shares of the Company's Common Stock sold to S&N under these
agreements.

Business Considerations

Limited Operating History

The Company has a limited history of operations that, to date, has consisted
primarily of research and development, product engineering, obtaining approval
from the U.S. Food and Drug Administration ("FDA") for the Company's SAFHS
device, developing the Company's sales and marketing organization, supervising
the manufacture of the SAFHS device by a contract manufacturer, developing
in-house manufacturing capability, and selling its SAFHS device domestically and
internationally. The Company was formed for the purpose of acquiring the SAFHS
technology and related clinical data, as well as the mechanical-stress
technology. The Company has limited direct clinical trial experience. The
Company received approval of its Pre-Market Approval ("PMA") Application for the
SAFHS Model 2A device and began marketing it in October 1994, and further
received approval of the SAFHS 2000 device and began marketing the SAFHS 2000 in
May 1997, and therefore has limited experience in marketing and selling its
products in commercial quantities. The Company had no previous direct
manufacturing experience prior to commencing in-house refurbishing of its SAFHS
device in fiscal 1996. Whether the Company can successfully manage the
transition to a larger-scale commercial enterprise will depend, in part, upon
further developing its distribution network; successfully developing its
manufacturing capability; and strengthening its financial and management
systems, procedures, and controls. Failure to make such a transition
successfully would have a material adverse effect on the Company's business,
financial condition, results of operations, and cash flows.
<PAGE>
Uncertainty of Market Potential and Market Acceptance

The Company's SAFHS device was approved by the FDA for commercial marketing in
October 1994 to treat closed, cast-immobilized, fresh fractures of the tibia and
distal radius within approved indications. Since that time, the Company has been
engaged in efforts to gain physician acceptance of the SAFHS device and
reimbursement coverage for its use. The market potential of the Company's SAFHS
device depends on the acceptance by the medical community of the use of
ultrasound technology as a safe and effective method of treating fresh fractures
and the use of the Company's SAFHS device by physicians for treatment of these
fractures. The SAFHS device is based upon new technology that had not been used
previously to treat bone fractures. There can be no assurance that physicians
will prescribe treatment using the SAFHS device. In addition, use of the SAFHS
device depends significantly on the availability and extent of third-party
reimbursement (which has occurred substantially on a case-by-case basis),
increased awareness of the effectiveness of the SAFHS technology, and focused
sales efforts by the Company. Electrical stimulation devices, the only other
non-invasive devices commercially available for the treatment of bone fractures,
have gained only limited physician acceptance to date. Failure of the Company's
SAFHS device to achieve market acceptance would have a material adverse effect
on the Company's business, financial condition, results of operations, and cash
flows.

Dependence on Third-Party Reimbursement

Successful sales of SAFHS devices in the United States, Europe, Japan, and other
countries depend on the availability of adequate reimbursement from third-party
payors such as managed care organizations, workers' compensation insurers,
private insurance plans, and government entities. There is significant
uncertainty concerning third-party reimbursement for the use of any medical
device incorporating new technology, such as the SAFHS device. Reimbursement by
a third-party payor may depend on a number of factors, including the payor's
determination that the use of the SAFHS device is safe and effective, medically
necessary, appropriate for the specific patient, cost-effective, and not
experimental or investigational. In addition, devices incorporating a new
technology are often prescribed by physicians for indications other than those
approved by the FDA (off-label). Reimbursement for such off-label uses may not
be available or permitted by government regulations. Since reimbursement
approval is required from each payor individually, seeking such approvals is a
time-consuming and costly process that requires the Company to provide
scientific and clinical support for the use of the SAFHS device to each payor
separately. In most cases, in the United States, the Company has received
reimbursement approval from third-party payors only on a case-by-case basis.
Currently, third-party payors that have conducted technology assessments of the
SAFHS therapy, and have established medical guidelines for its use, require the
Company, in most cases, to obtain preauthorization from these third-party payors
prior to providing the SAFHS devices to the patients. There can be no assurance
that third-party reimbursement will be sufficiently available for the SAFHS
device or any of the Company's other products that may be developed, that such
third-party reimbursement will be adequate, or that other third-party payors,
including Medicare, will not recommend that the SAFHS device not be covered
under their programs.

In August 1996, the Technology Advisory Committee of the Health Care Financing
Administration ("HCFA") recommended that the SAFHS device not be covered under
the Medicare program. The Company, however, continues to pursue coverage for
<PAGE>
SAFHS by providing additional information to the HCFA staff; in the interim, the
Company is not shipping orders to patients covered under Medicare. The United
States Congress is also considering various proposals to significantly reduce
Medicare and Medicaid expenditures, which, if they were enacted and if SAFHS
were covered under Medicare or Medicaid, could have a material adverse effect on
the Company's business, financial condition, results of operations, and cash
flows. In addition, third-party payors are increasingly limiting reimbursement
coverage for medical devices, and in many instances have put pressure on medical
suppliers to lower their prices. The Company has limited experience in obtaining
reimbursement for its products in countries other than the United States, and
has obtained only limited reimbursement in Germany. There is no assurance that
the Company's efforts to obtain reimbursement approval in Germany and in other
countries will be successful. Lack of or inadequate reimbursement by
governmental and other third-party payors for the Company's products would have
a material adverse effect on the Company's business, financial condition,
results of operations, and cash flows.

History of Losses; Profitability Uncertain; Fluctuations in Operating Results

The Company has incurred substantial losses since inception and, as of June 30,
1998, had an accumulated deficit of approximately $40.9 million. Such losses
have resulted principally from expenses associated with obtaining FDA approval
for the Company's SAFHS device, engineering and developing the SAFHS and
mechanical-stress devices, and establishing and expanding the sales and
marketing organization and reimbursement activities in the United States and in
Europe. The Company expects to generate substantial additional losses in the
future primarily attributable to development of, and clinical trials for, the
mechanical-stress device, clinical trials for expanded indications of the SAFHS
technology, the continued expansion of domestic and international sales and
marketing activities, and the expansion of in-house manufacturing capability.
Results of operations may fluctuate significantly from quarter to quarter based
on such factors, and will also depend upon reimbursement by third-party payors,
new product introductions by the Company or its competitors, timing of
regulatory actions, expenditures incurred in the research and development of new
products, and the mix of product sales between the United States and abroad. The
Company's future revenues and profitability are critically dependent on whether
it can successfully market and sell its SAFHS device. There can be no assurance
that significant revenues or profitability will ever be achieved.

Dependence on Principal Product

Essentially all of the Company's product revenues to date have been derived from
sales of its SAFHS device. The SAFHS device is expected to continue to account
for substantially all of the Company's revenues for the foreseeable future. The
Company's long-term success will depend in part on the successful
commercialization of the SAFHS device for its approved indications, the
development and regulatory approval of SAFHS devices to treat additional
indications, and the acceptance of the SAFHS treatment by the medical community
and third-party payors. Failure to gain market acceptance for the SAFHS device
or to obtain adequate reimbursement coverage, among other factors, would have a
material adverse effect on the Company's business, financial condition, results
of operations, and cash flows.

Limited Sales and Marketing Experience

The Company began marketing the SAFHS device in the United States in October
1994. Because of limited market awareness of SAFHS therapy, the sales effort is
a lengthy process, requiring the Company to educate physicians and third-party
<PAGE>
payors regarding the clinical benefits and cost-effectiveness of the SAFHS
technology, to assist patients in the reimbursement process, and to provide
product support to patients. The Company uses a combination of direct sales
representatives and a network of independent sales representatives to market and
distribute its products. Independent sales representatives typically market
orthopaedic and other devices for a variety of manufacturers. These
representatives do not have prior experience in the sale or use of devices to
accelerate fresh-fracture healing. There can be no assurance that these
independent sales representatives will commit the necessary resources to market
the SAFHS device effectively or that the Company's direct sales staff will
succeed in its efforts to promote the SAFHS technology to physicians and
third-party payors.

The Company markets the SAFHS device in several European countries through
independent distributors and sales agents, and has recorded sales in Germany,
Austria, the Netherlands, Denmark, Switzerland, Belgium, the United Kingdom, and
Israel. The Company also will collaborate with marketing partners in the Pacific
Rim to assist with regulatory requirements and to market and distribute the
Company's products. The Company has entered into one such agreement covering
Japan with Teijin Limited, a Japanese corporation. Each of the foreign markets
in which the Company sells, or plans to sell, its products has its own
regulatory requirements and approvals, and the distribution, price, and market
structure to be established by the Company might vary from country to country.
No assurance can be given that the Company or its partners can successfully
market the SAFHS device in Europe or in Japan or that the Company can secure
additional marketing partners in the Pacific Rim on terms acceptable to the
Company, or at all.

The Company's marketing success in the United States and abroad will depend on
whether it can gain further regulatory approvals, successfully demonstrate the
cost-effectiveness of its products, further develop direct sales capability to
augment its existing distribution network, and establish arrangements with
distributors and marketing partners. Failure by the Company to successfully
market its products domestically and internationally would have a material
adverse effect on the Company's business, financial condition, results of
operations, and cash flows.

Risks Associated with International Operations

The Company established a subsidiary in Germany during fiscal 1995 as part of
its strategy to introduce the SAFHS device in Europe, and commenced commercial
distribution of the device in certain European countries during fiscal 1996.
Product sales in Europe, which were primarily derived from sales in Germany,
were 14% of total product sales in fiscal 1996, 18% in fiscal 1997, and for the
nine months ended June 30, 1998, were 5% of total product sales.

In the three months ended March 31, 1998, the Company recorded its initial sales
to Teijin, its Japanese distributor. The Company is responsible for
manufacturing and supplying SAFHS devices to Teijin for clinical trials and
sales in Japan, while Teijin is responsible for complying with the regulatory
requirements and marketing and distributing the SAFHS device in Japan. Product
sales to Japan were 10% of total product sales for the nine months ended June
30, 1998.

Management expects international revenues to represent a significant percentage
of total revenues. The Company believes that its profitability and continued
growth will require expansion of sales in foreign markets, and so it intends to
<PAGE>
continue to expand its operations outside the United States and enter additional
international markets, which will require significant management attention and
financial resources. There can be no assurance that the Company will be able to
achieve market acceptance of its products in international markets or maintain
or increase international market demand for its products.

As of June 30, 1998, the balance in European accounts receivable, net of
allowances for returns and bad debt, was $319,000. The European accounts
receivable is primarily derived from sales in Germany, where the Company has
received limited local reimbursement on a case-by-case basis. In the quarter
ended March 31, 1998, the Company recorded an $800,000 nonrecurring charge to
operations to write down certain of its European accounts receivable, primarily
in Germany, which exceeded 180 days outstanding. The nonrecurring charge was
precipitated by a recent German court case, unrelated to the Company, that
challenged a 1995 ruling upon which the Company had previously relied, and may
reduce the collectibility of certain accounts receivable in Germany. To assist
the collection of outstanding claims and to expedite the reimbursement process
on future claims, the Company is seeking nationwide approval by the National
Krankenkasse, the German governing organization that establishes medical
reimbursement policy for health-care providers. To this end, in August 1997 the
Company submitted a formal application to the National Krankenkasse. The
application process includes a scientific assessment and a reimbursement
assessment. In May 1998, an article in a German medical publication indicated
that the reviewing body recommended to the German Minister of Health not to
provide national reimbursement for SAFHS therapy; the Minister of Health has
accepted this recommendation. The Company plans to seek an appeal or resubmit
its application with further information. Unless and until such approval is
obtained, the Company has elected to sell SAFHS devices in Europe only when
reimbursement is preapproved, which has caused a downward trend in European
sales. There can be no assurance that the Company will ultimately receive
nationwide approval in any European country on a timely basis, if at all. Lack
of European approvals for the Company's products could have a material adverse
effect on the Company's European business, financial condition, results of
operations, and cash flows.

The Company's European operations are denominated in foreign currencies.
Management can give no assurances that changes in currency and exchange rates
will not materially affect the Company's revenues, costs, cash flows, and
business practices and plans. Additional risks inherent in the Company's
international business activities generally include unexpected changes in
regulatory requirements, tariffs and other trade barriers, delays in receiving
payments on accounts receivable balances, reimbursement approvals (both
government and private), difficulties in managing international operations,
potentially adverse tax consequences, restrictions on repatriation of earnings,
and the burdens of complying with a wide variety of foreign laws. There can be
no assurances that such factors will not have a material adverse effect on the
Company's future international revenues and, consequently, on the Company's
business, financial condition, results of operations, or cash flows.

Manufacturing and Related Risks

The Company has developed in-house refurbishing capability for the SAFHS Model
2A device and in-house manufacturing capability for the SAFHS 2000 device. In
addition, the Company uses a contract manufacturer to manufacture a portion of
the Company's SAFHS 2000 production. Both the Company's and the contract
manufacturer's respective facilities have been inspected by the FDA, and have
been approved for the production of the SAFHS 2000 under the FDA's Quality
<PAGE>
System Regulations. Any failure by either the Company or the contract
manufacturer to maintain its respective facility in accordance with the FDA's
Good Manufacturing Practices ("GMP") requirements could result in the inability
to manufacture the SAFHS device on a commercial scale, and could limit the
Company's ability to deliver the SAFHS device to physicians or patients, which
would have a material adverse effect on the Company's business, financial
condition, results of operations, and cash flows.

Several components incorporated in the SAFHS device currently are, and will
continue to be, manufactured by single-source vendors. For certain of these
components, there are relatively few alternative sources of supply, and
establishing additional or replacement suppliers for such components cannot be
accomplished quickly. Any supply interruption from single-source vendors would
have a material adverse effect on the Company's business, financial condition,
results of operations, and cash flows.

Intense Competition and Risks Associated with Rapid Technological Change

The medical device industry is characterized by intense competition. Many of the
Company's existing and potential competitors have substantially greater
financial, marketing, sales, distribution, and technical resources than the
Company and more experience in research and development, clinical trials,
regulatory matters, manufacturing, and marketing. In addition, most of these
companies have established third-party reimbursement for their products.
Furthermore, the medical device industry is characterized by rapid product
development and technological change. The Company's products could be rendered
obsolete or uneconomical by technological advances by one or more of the
Company's competitors or by other therapies such as drugs to treat conditions
addressed by the Company's products. The Company's business, financial
condition, results of operations, and cash flows will depend upon whether the
Company can compete effectively with other developers of such medical devices
and therapies.

The SAFHS device competes with non-invasive bone-growth electrical-stimulation
devices and with various surgical treatments. The Company's mechanical-stress
device to prevent bone loss related to osteoporosis, if developed and marketed,
will compete with drug therapies and exercise regimens. There can be no
assurance that such device will ever be developed, approved by the FDA, or
become commercially available. Four companies currently market
electrical-stimulation devices for the treatment of non-union fractures
(fractures that remain unhealed after nine months). The Company believes that at
least one of these companies is conducting clinical trials for the use of
electrical stimulation for the treatment of fresh fractures. In addition, other
companies are developing a variety of products and technologies to be used in
the treatment of fractures and osteoporosis, including growth factors,
bone-graft substitutes, and exercise/physical therapy equipment. There can be no
assurance that competitors will not develop products that are superior to the
Company's products, achieve greater market acceptance, or render the Company's
technology and products obsolete or noncompetitive. As a result, the Company's
long-term viability may depend on whether it can continue to develop new
products. There can be no assurance that the Company will be able to compete
successfully against current or future competitors or that competition will not
have a material adverse effect on the Company's business, financial condition,
results of operations, or cash flows.
<PAGE>
Extensive Government Regulation

The manufacture and sale of medical devices are subject to extensive government
regulation in the United States and in other countries. The process of obtaining
FDA and other required regulatory approvals can be time-consuming, expensive,
and uncertain, frequently requiring several years from commencing clinical
trials to receiving regulatory approval. For example, the process of conducting
clinical trials and obtaining the PMA for the SAFHS Model 2A took nine years.
The Company is required to file PMA supplements for new or expanded indications
for its SAFHS technology. In addition, modifications to its SAFHS devices may
require PMA supplements. If a supplement were not accepted by the FDA, the
Company would be required to undertake and complete the entire PMA process in
order to use future SAFHS devices to treat those additional indications or
commercialize a modified device. There can be no assurance that the Company will
obtain any such approvals on a timely basis, or at all, which could have a
material adverse effect on the Company's business, financial condition, results
of operations, and cash flows.

The Company filed a PMA Supplement for its second-generation SAFHS, the SAFHS
2000, in December 1995, and in March 1997, the FDA approved this supplement. In
May 1997, the Company commenced commercial distribution of the SAFHS 2000 in the
United States. In June 1997, the Company filed a PMA Supplement seeking approval
of an expanded indication for the SAFHS 2000, but withdrew that application in
July 1997 to revise and resubmit it for both expanded and new applications. The
Company expects to refile this Supplement during the fourth quarter of fiscal
1998. No assurance can be given that such application will be made, and if made,
that a PMA or a supplement to an existing PMA will be granted on a timely basis,
or at all. In order for the Company to market the SAFHS device or any future
products in foreign jurisdictions, it will be required to seek regulatory
approvals in those jurisdictions. No assurance can be given that the Company can
obtain required regulatory approvals in foreign countries on a timely basis, or
at all.

Regulatory approvals, if granted, may include significant limitations on the
indicated uses for which a product may be marketed. FDA enforcement policy
strictly prohibits the promotion by the Company and any of its distributors of
approved medical devices for off-label uses. There can be no assurance that the
Company will not become subject to FDA actions as a result of physicians'
prescribing the SAFHS device for off-label uses. In addition, product approvals
may be withdrawn for failure to comply with regulatory standards or the
occurrence of unforeseen problems following initial marketing. The Company is
required to adhere to FDA regulations setting forth GMP requirements relating to
tests, control, and documentation. Ongoing compliance with GMP and other
applicable regulatory requirements is monitored through periodic inspections by
state and federal agencies, including the FDA, and by comparable agencies in
other countries. Failure to comply with applicable United States and
international regulatory requirements can result in failure of the relevant
government agency to grant pre-market approval for devices, withdrawal of
approval, total or partial suspension of production, fines, injunctions, civil
penalties, recall or seizure of products, and criminal prosecution. Furthermore,
changes in existing regulations or adoption of new regulations or policies could
prevent the Company from obtaining, or affect the timing of, future regulatory
approvals or clearances.

During 1996, the Company received regulatory approval of the SAFHS Model 2A in
Germany. Under German law, medical devices must have a "GS" mark affixed to the
product labeling. The GS mark, which the Company received in December 1995,
<PAGE>
denotes that the product meets certain safety standards. In 1996, the Company
also received the "CE" (Medical Device Directive) mark for the SAFHS Model 2A,
and in 1998, for the SAFHS 2000. The CE mark is recognized by countries that are
members of the European Union and the European Free Trade Association, and
effective June 1998, the Company is required to affix the CE mark to all its
medical devices sold in the European Union.

There can be no assurance that the Company will be able to obtain necessary
regulatory approvals or clearances in the United States, Europe, the Pacific
Rim, or elsewhere on a timely basis, or at all. Delays in receipt of or failure
to receive such approvals or clearances, the loss of previously received
approvals or clearances, or failure to comply with existing or future regulatory
requirements would have a material adverse effect on the Company's business,
financial condition, results of operations, and cash flows.

Limited Protection of Patents, Copyrights and Proprietary Rights; Risk of Patent
Infringement

The Company relies on a combination of patents, trade secrets, copyrights, and
confidentiality agreements to protect its proprietary technology, rights, and
know-how. No assurance can be given that the Company's patent applications will
issue as patents or that any issued patents owned by the Company will provide
competitive advantages for the Company's products or will not be successfully
challenged or circumvented by competitors. Under current law, patent
applications in the United States are maintained in secrecy until patents are
issued, and patent applications in foreign countries are maintained in secrecy
for a period after filing. The right to a device patent in the United States is
attributable to the first to invent the device, not the first to file a patent
application. Accordingly, the Company cannot be sure that its products or
technologies do not infringe patents that may be granted in the future pursuant
to pending patent applications or that its products do not infringe any patents
or proprietary rights of third parties. In the event that any relevant claims of
third-party patents are upheld as valid and enforceable, the Company could be
prevented from selling its products or could be required to obtain licenses from
the owners of such patents or be required to redesign its products to avoid
infringement. There can be no assurance that such licenses would be available
or, if available, would be on terms acceptable to the Company, or that the
Company would be successful in any attempt to redesign its products or processes
to avoid infringement. The Company's failure to obtain these licenses or to
redesign its products would have a material adverse effect on the Company's
business, financial condition, results of operations, and cash flows. The
Company also relies on trade secrets and proprietary information, and enters
into confidentiality agreements with its employees, consultants, and advisors.
There can be no assurance that the obligations to maintain the confidentiality
of such trade secrets and proprietary information will effectively prevent
disclosure of the Company's confidential information or provide meaningful
protection for the Company's confidential information if there is unauthorized
use or disclosure, or that the Company's trade secrets or proprietary
information will not be independently developed by the Company's competitors.
The Company also holds rights to copyrights on text and on software developed by
or for itself for use in its SAFHS device. There can be no assurance that any
copyrights owned by the Company will provide competitive advantages for the
Company's products or will not be challenged or circumvented by its competitors.
Litigation may be necessary to defend against claims of infringement, to enforce
patents and copyrights issued or licensed to the Company, or to protect trade
secrets, and could result in substantial cost to, and diversion of effort by,
the Company. There can be no assurance that the Company would prevail in any
such litigation.
<PAGE>
Uncertainty of New Product Development

The Company plans to seek FDA approval to commence clinical trials in the near
future to expand the approved indications for the SAFHS technology to include
other fractures, spine fusion, and cartilage repair. In addition, the Company
has developed a mechanical-stress device to prevent bone loss related to
osteoporosis. The Company has completed a pilot clinical trial in the United
States, and anticipates that it will be required to undertake additional
development activities and human clinical trials before seeking regulatory
approval for this device. There can be no assurance that the mechanical-stress
device will prove to be safe and efficacious, that product development will ever
be successfully completed, that a PMA, if applied for, will be granted by the
FDA on a timely basis, or at all, that adequate levels of third-party
reimbursement will be available, or that the mechanical-stress device will ever
achieve commercial acceptance. The Company's inability to show efficacy in
additional applications of its SAFHS technology, to successfully develop the
mechanical-stress device, or to achieve market acceptance of such new
applications and products would have a material adverse effect on the Company's
business, financial condition, results of operations, and cash flows.

Royalty Payment Obligations; Potential Loss of Exclusive License

The Company is required to pay a royalty on any net revenues from sales of the
mechanical-stress device, if such device is successfully developed. In the event
that the Company does not commercially exploit the underlying technology as
required by the license agreement for such technology, the Company will forfeit
its exclusive license to the mechanical-stress technology. There can be no
assurance that the Company will commercially exploit such technology within the
meaning of such license, and forfeiture of such exclusive license could have a
material adverse effect on the Company's business, financial condition, results
of operations, and cash flows.

Product Liability and Insurance

The Company faces an inherent business risk of exposure to product liability
claims in the event that the use of its products is alleged to have resulted in
adverse effects. There can be no assurance that liability claims will not exceed
the coverage limits of the Company's insurance policies or that such insurance
will continue to be available on commercially reasonable terms, or at all.
Consequently, product liability claims could have a material adverse effect on
the Company's business, financial condition, results of operations, and cash
flows.

Reliance on Key Personnel

The Company's success depends to a significant extent upon a number of key
management and technical personnel. The loss of the services of one or more key
employees could have a material adverse effect on the Company's business,
financial condition, results of operations, and cash flows. The Company also
believes that its future success will depend in large part on whether it can
attract and retain highly skilled technical, management, sales and marketing,
and reimbursement personnel. Competition for such personnel is intense, and
there can be no assurance that the Company will be successful in attracting and
retaining such personnel. The Company's failure to attract, hire, and retain
these personnel would have a material adverse effect on the Company's business,
financial condition, results of operations, and cash flows.
<PAGE>
Possible Volatility of Stock Price

The trading price of the Company's Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results,
announcements of technological innovations or new products by the Company or its
competitors, changes in earning estimates by analysts, general conditions in the
medical device industry, and other events or factors. In addition, the stock
market in general has experienced extreme price and volume fluctuations that
have affected the market price for many companies in industries similar or
related to that of the Company and that have been unrelated to the operating
performance of these companies. These market fluctuations may adversely affect
the market price of the Company's Common Stock.

Certain Anti-Takeover Provisions

The Company's Second Amended and Restated Certificate of Incorporation grants
the Board of Directors the authority to issue up to 3,000,000 shares of
preferred stock of the Company, $0.0001 par value per share (the "Preferred
Stock"), in one or more series and to fix the rights, preferences, privileges,
and restrictions thereof, including dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences, and the number of shares constituting any series or the designation
of such series, without further vote or action by the stockholders. Effective
December 6, 1996, pursuant to the Rights Agreement, the Company's Board of
Directors declared a dividend of one Right to purchase, under certain
circumstances, one one-hundredth share of the Company's Series A Preferred Stock
for each outstanding share of Common Stock of the Company. Although the Company
has no present plans to issue any additional shares of Preferred Stock, it may
do so in the future.

The Company's Bylaws specify procedures for director nominations by stockholders
and the submission of other proposals for consideration at stockholder meetings.
Certain provisions of Delaware law applicable to the Company could also delay or
make more difficult a merger, tender offer, or proxy contest involving the
Company, including Section 203, which prohibits a Delaware corporation from
engaging in any business combination with any interested stockholder for a
period of three years unless certain conditions are met. The possible issuance
of Preferred Stock (including pursuant to the Rights Plan), the procedures
required for director nominations and stockholder proposals, and Delaware law
could have the effect of delaying, deferring, or preventing a change in control
of the Company, including without limitation, discouraging a proxy contest,
making more difficult the acquisition of a substantial block of the Company's
Common Stock, or limiting the price that investors might be willing to pay in
the future for shares of the Company's Common Stock.
<PAGE>

PART II
OTHER INFORMATION

ITEM 1. Legal Proceedings

On April 4, 1995, a former consultant to Interpore, the
company from which Exogen purchased certain SAFHS ultrasound
assets, filed a complaint against Interpore and Exogen in the
United States District Court for the Southern District of New
York, claiming the right, pursuant to the terms of a
consulting agreement between such consultant and the
predecessor company to Interpore, to certain royalties, not
exceeding 1.25% of the net revenues generated from the sale of
SAFHS devices. On June 5, 1995, Exogen answered the complaint,
denied that it has any liability to the consultant, and
asserted a number of specific defenses. On the same day,
Interpore did the same, and also asserted cross-claims against
Exogen, claiming that any royalties found to be due to the
consultant should be paid by Exogen and that Exogen should be
liable for Interpore's attorneys' fees and other costs
incurred in the litigation. On July 7, 1995, Exogen answered
Interpore's cross-claims, denied that it has any liability to
the consultant or to Interpore, asserted a number of specific
defenses to Interpore's claims, and asserted cross-claims
against Interpore that any royalties found to be due to the
consultant should be paid by Interpore and that Interpore be
liable for Exogen's attorneys' fees and other costs incurred
in the litigation. Exogen and Interpore since have agreed that
(i) Exogen's counsel will assume the status of lead defense
counsel in the litigation; (ii) any adverse judgment entered
in the litigation will be entered against Exogen and Interpore
jointly and severally; and (iii) Exogen will indemnify
Interpore for any payments that are required to be made to the
consultant as a result of the litigation, and Exogen and
Interpore thereafter will resolve separately their respective
liabilities. As a result of the foregoing, in March 1996
Exogen and Interpore dismissed their claims against each other
in this litigation, without prejudice to their right to
resolve them, if necessary, as described above. The Company
does not believe that the consultant's claims have merit, and
together with Interpore, is vigorously defending this action.
The discovery process has been completed, and the Company has
made a motion that the Court enter a judgment in favor of the
Company and Interpore and against the consultant. The hearing
on this motion has been adjourned pending settlement
negotiations, which are in process. There can be no assurance
that a settlement will be reached, in which case the
litigation will continue.

In March 1997, the Company received a demand from Pilla
Consulting, Inc. and Arthur A. Pilla (collectively, "Pilla")
for royalties allegedly due pursuant to a consulting agreement
between Pilla Consulting and the predecessor company to
Interpore. Pilla claims entitlement to royalties of 1.25% of
the net revenues generated from the sale of SAFHS devices. The
<PAGE>
Company does not believe that Pilla's claim has any merit. For
that reason, on April 2, 1997, the Company filed a complaint
against Pilla in the Supreme Court for the State of New York
seeking a judicial declaration that the Company is not liable
to Pilla for any royalties. Pilla asserted a counterclaim
against the Company, seeking to be awarded the demanded
royalties, that the Company subsequently asked the Court to
dismiss on the grounds that Pilla failed to state a claim
against the Company. Pilla subsequently asked the Court for
permission to amend its answer. The Court dismissed Pilla's
counterclaim and denied Pilla permission to amend, but gave
Pilla permission to replead its counterclaim. In January 1998,
Pilla served an amended counterclaim. The Company has again
made a motion to dismiss Pilla's counterclaims. The hearing on
this motion has been adjourned pending settlement
negotiations, which are in process. There can be no assurance
that a settlement will be reached, in which case the
litigation will continue.

ITEM 2. Changes in Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

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

None.

ITEM 5. Other Information

As disclosed in the Company's last proxy statement, mailed
January 8, 1998, the deadline for submitting proposals to be
considered for inclusion in the Company's Proxy Statement for
the 1999 Annual Meeting is October 28, 1998.

Pursuant to recent amendments to Rule 14a-4(c)(1) under the
Securities Exchange Act of 1934, as amended, the Company will
have discretionary voting authority if a proponent does not
notify the Company by November 24, 1998, of his/her intent to
present a proposal from the floor at the 1999 Annual Meeting
of Stockholders or of his/her intent to commence a proxy
solicitation for the 1999 Annual Meeeting of Stockholders.

<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits
3.1 Second Amended and Restated Certificate of
Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 to the Company's
Form 10-Q for the third quarter ended June
30, 1995.
3.2 Amended and Restated Bylaws of the Company.
Incorporated by reference to Exhibit 3.3 to
the Company's Form S-1 Registration
Statement (Registration No. 33-92740).
4.1 See Exhibits 3.1 and 3.2 for provisions of
the Certificate of Incorporation and Bylaws
of the Company defining rights of holders of
Common Stock of the Company.
10.1 Amended and Restated Investors' Rights
Agreement dated as of November 14, 1994,
among the Company, the investors listed on
Schedule A thereto, and the individuals
listed on Schedule B thereto. Incorporated
by reference to Exhibit 10.1 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.2 Asset Purchase Agreement dated as of March
1, 1993, among Applied Epigenetics, Inc.
("AEI"), Interpore International, Inc., and
Interpore Orthopaedics, Inc. Incorporated by
reference to Exhibit 10.2 to the Company's
Form S-1 Registration Statement
(Registration No. 33-92740).
10.3 [RESERVED]
10.4 [RESERVED]
10.5 Form of Consulting Agreements between the
Company and each of Drs. McLeod and Rubin,
as amended. Incorporated by reference to
Exhibit 10.5 to the Company's Form S-1
Registration Statement (Registration No.
33-92740).
10.6 Form of Stock Restriction Agreement between
the Company and each of Drs. McLeod and
Rubin and Messrs. Reisner, Ryaby, Talish,
McBrayer, and Bohan. Incorporated by
reference to Exhibit 10.6 to the Company's
Form S-1 Registration Statement
(Registration No. 33-92740).
10.7 Form of Stock Purchase Agreement between the
Company and each of Messrs. Reisner, Ryaby,
and Talish. Incorporated by reference to
Exhibit 10.7 to the Company's Form S-1
Registration Statement (Registration No.
33-92740).
10.8 Manufacturing Agreement dated January 20,
1994, between the Company and Hi-Tronics
Designs, Inc. Incorporated by reference to
Exhibit 10.8 to the Company's Form S-1
Registration Statement (Registration No.
33-92740).
<PAGE>
10.9 Form of 1993 Stock Option Plan Option
Agreement. Incorporated by reference to
Exhibit 10.9 to the Company's Form S-1
Registration Statement (Registration No.
33-92740).
10.10 [RESERVED]
10.11 [RESERVED]
10.12 Lease Agreement dated December 13, 1994, by
and between the Company and Siemens Medical
Systems, Inc. Incorporated by reference to
Exhibit 10.13 to the Company's Form S-1
Registration Statement (Registration No.
33-92740).
10.13 License Agreement dated March 26, 1992,
between AEI and Drs. McLeod and Rubin.
Incorporated by reference to Exhibit 10.14
to the Company's Form S-1 Registration
Statement (Registration No. 33-92740).
10.14 SAFHS Agreement dated November 30, 1995,
between the Company and Teijin Limited.
Incorporated by reference to Exhibit 10.14
to the Company's Form 10-K for the year
ended September 30, 1995.
10.15+ Mechanical-Stress Agreement dated November
30, 1995, between the Company and Teijin
Limited. Incorporated by reference to
Exhibit 10.15 to the Company's Form 10-K for
the year ended September 30, 1995.
10.16 Employment Agreement dated March 1, 1997,
between the Company and Patrick A. McBrayer.
Incorporated by reference to Exhibit 10.16
to the Company's Form 10-Q for the second
quarter ended March 31, 1997.
10.17 Severance Agreement, dated May 27, 1997,
between the Company and John Bohan.
Incorporated by reference to Exhibit 10.17
to the Company's Form 10-K for the year
ended September 30, 1997.
10.18 Common Stock Purchase Agreement, dated
October 20, 1997, between the Company and
certain investors listed on Schedule 1
thereto. Incorporated by reference to
Exhibit 10.18 to the Company's Form 10-K for
the year ended September 30, 1997.
10.19 Registration Rights Agreement, dated October
20, 1997, between the Company and certain
investors listed on Schedule 1 thereto.
Incorporated by reference to Exhibit 10.19
to the Company's Form 10-K for the year
ended September 30, 1997.
10.20 The 1995 Stock Option / Stock Issuance Plan,
as amended on November 14, 1997.
Incorporated by reference to Exhibit 99.1 to
the Company's Form S-8 Registration
Statement (Registration No. 333-51731).
10.21 The Employee Stock Purchase Plan, as amended
on November 14, 1997. Incorporated by
reference to Exhibit 99.9 to the Company's
Form S-8 Registration Statement
(Registration No. 333-51731).
<PAGE>
21.1 List of Subsidiary. Incorporated by
reference to Exhibit 21.1 to the Company's
Form 10-K for the year ended September 30,
1995.
27* Financial Data Schedule.
99.1 Preferred Shares Rights Agreement, dated
December 6, 1996, between the Company and
Registrar and Transfer Company, including
the Certificate of Determination, the Form
of Rights Certificate, and the summary of
Rights attached thereto as Exhibits A, B,
and C, respectively. Incorporated by
reference to Exhibit 99.1 to the Company's
Form 10-K for the year ended September 30,
1996.

* Filed herewith.
+ Confidential treatment granted.

(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
for which this report is filed.

<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.

EXOGEN, INC.
------------
(Registrant)

August 12, 1998 By: /s/ Patrick A. McBrayer
-------------------------
Patrick A. McBrayer, President and
Chief Executive Officer

August 12, 1998 By: /s/ Richard H. Reisner
------------------------
Richard H. Reisner, Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)

<PAGE>
EXOGEN, INC.

EXHIBIT INDEX

Number Description
------ -----------

3.1 Second Amended and Restated Certificate of
Incorporation of the Company. Incorporated by
reference to Exhibit 3.1 to the Company's Form 10-Q
for the third quarter ended June 30, 1995.
3.2 Amended and Restated Bylaws of the Company.
Incorporated by reference to Exhibit 3.3 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
4.1 See Exhibits 3.1 and 3.2 for provisions of the
Certificate of Incorporation and Bylaws of the
Company defining rights of holders of Common Stock of
the Company.
10.1 Amended and Restated Investors' Rights Agreement
dated as of November 14, 1994, among the Company, the
investors listed on Schedule A thereto, and the
individuals listed on Schedule B thereto.
Incorporated by reference to Exhibit 10.1 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.2 Asset Purchase Agreement dated as of March 1, 1993,
among Applied Epigenetics, Inc. ("AEI"), Interpore
International, Inc., and Interpore Orthopaedics, Inc.
Incorporated by reference to Exhibit 10.2 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.3 [RESERVED]
10.4 [RESERVED]
10.5 Form of Consulting Agreements between the Company and
each of Drs. McLeod and Rubin, as amended.
Incorporated by reference to Exhibit 10.5 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.6 Form of Stock Restriction Agreement between the
Company and each of Drs. McLeod and Rubin and Messrs.
Reisner, Ryaby, Talish, McBrayer, and Bohan.
Incorporated by reference to Exhibit 10.6 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.7 Form of Stock Purchase Agreement between the Company
and each of Messrs. Reisner, Ryaby, and Talish.
Incorporated by reference to Exhibit 10.7 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.8 Manufacturing Agreement dated January 20, 1994,
between the Company and Hi-Tronics Designs, Inc.
Incorporated by reference to Exhibit 10.8 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.9 Form of 1993 Stock Option Plan Option Agreement.
Incorporated by reference to Exhibit 10.9 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
<PAGE>
EXOGEN, INC.

EXHIBIT INDEX (continued)

Number Description
------ -----------

10.10 [RESERVED]
10.11 [RESERVED]
10.12 Lease Agreement dated December 13, 1994, by and
between the Company and Siemens Medical Systems, Inc.
Incorporated by reference to Exhibit 10.13 to the
Company's Form S-1 Registration Statement
(Registration No. 33-92740).
10.13 License Agreement dated March 26, 1992, between AEI
and Drs. McLeod and Rubin. Incorporated by reference
to Exhibit 10.14 to the Company's Form S-1
Registration Statement (Registration No. 33-92740).
10.14 SAFHS Agreement dated November 30, 1995, between the
Company and Teijin Limited. Incorporated by reference
to Exhibit 10.14 to the Company's Form 10-K for the
year ended September 30, 1995.
10.15+ Mechanical-Stress Agreement dated November 30, 1995,
between the Company and Teijin Limited. Incorporated
by reference to Exhibit 10.15 to the Company's Form
10-K for the year ended September 30, 1995.
10.16 Employment Agreement dated March 1, 1997, between the
Company and Patrick A. McBrayer. Incorporated by
reference to Exhibit 10.16 to the Company's Form 10-Q
for the second quarter ended March 31, 1997.
10.17 Severance Agreement, dated May 27, 1997, between the
Company and John Bohan. Incorporated by reference to
Exhibit 10.17 to the Company's Form 10-K for the year
ended September 30, 1997.
10.18 Common Stock Purchase Agreement, dated October 20,
1997, between the Company and certain investors
listed on Schedule 1 thereto. Incorporated by
reference to Exhibit 10.18 to the Company's Form 10-K
for the year ended September 30, 1997.
10.19 Registration Rights Agreement, dated October 20,
1997, between the Company and certain investors
listed on Schedule 1 thereto. Incorporated by
reference to Exhibit 10.19 to the Company's Form 10-K
for the year ended September 30, 1997.
10.20 The 1995 Stock Option / Stock Issuance Plan, as
amended on November 14, 1997. Incorporated by
reference to Exhibit 99.1 to the Company's Form S-8
Registration Statement (Registration No. 333-51731).
10.21 The Employee Stock Purchase Plan, as amended on
November 14, 1997. Incorporated by reference to
Exhibit 99.9 to the Company's Form S-8 Registration
Statement (Registration No. 333-51731).
21.1 List of Subsidiary. Incorporated by reference to
Exhibit 21.1 to the Company's Form 10-K for the year
ended September 30, 1995.
<PAGE>
EXOGEN, INC.

EXHIBIT INDEX (continued)

Number Description
------ -----------

27* Financial Data Schedule.
99.1 Preferred Shares Rights Agreement, dated December 6,
1996, between the Company and Registrar and Transfer
Company, including the Certificate of Determination,
the Form of Rights Certificate, and the summary of
Rights attached thereto as Exhibits A, B, and C,
respectively. Incorporated by reference to Exhibit
99.1 to the Company's Form 10-K for the year ended
September 30, 1996.

* Filed herewith.
+ Confidential treatment granted.

<ARTICLE> 5
<LEGEND>
(IN THOUSANDS, EXCEPT SHARE DATA)
AT 6/30/98, OR 9 MONTHS ENDED 6/30/98
</LEGEND>

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