NASTECH PHARMACEUTICAL CO INC
10-Q, 1997-11-14
PHARMACEUTICAL PREPARATIONS
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                                 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 QUARTER ENDED SEPTEMBER 30, 1997

                         COMMISSION FILE NUMBER 0-13789

                      NASTECH PHARMACEUTICAL COMPANY INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
     <S>                                                      <C>
                     DELAWARE                                              11-2658569
         (State or other jurisdiction of                      (I.R.S. Employer Identification No.)
          incorporation or organization)

       45 DAVIDS DRIVE, HAUPPAUGE, NEW YORK                                  11788
     (Address of principal executive offices)                              (Zip Code)
</TABLE>
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (516) 273-0101

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

<TABLE>
<CAPTION>
                                                                        Name of each exchange
                  Title of each class                                    on which registered   
                  -------------------                                 -------------------------
             <S>                                                        <C>
             Common Stock, $.006 par value                              Nasdaq National Market
</TABLE>



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:

<TABLE>
<CAPTION>
           DATE                              CLASS                    SHARES OUTSTANDING
         <S>                    <C>                                        <C>
         09/30/97               Common stock - $.006 par value             6,092,824
</TABLE>



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<PAGE>   2
                      NASTECH PHARMACEUTICAL COMPANY INC.
                               TABLE OF CONTENTS



                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
ITEM 1 - FINANCIAL STATEMENTS                                                                                               PAGE
<S>                                                                                                                         <C>
         Balance Sheets as of September 30, 1997 and December 31, 1996   .....................................................1
         Statements of Operations for the nine months ended September 30, 1997 and 1996 and the three months ended
         September 30, 1997 and 1996     .....................................................................................2
         Statements of Stockholders' Equity  for the nine months ended September 30, 1997 and year ended
         December 31, 1996   .................................................................................................3
         Statements of Cash Flows for the nine months ended September 30, 1997 and 1996    ...................................4
         Notes to Financial Statements    ....................................................................................5
         
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   ...........................6-8
         
         
                                                  PART II - OTHER INFORMATION
         
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K  ....................................................................................9
         SIGNATURES  ........................................................................................................10
</TABLE>



                                     - i -
<PAGE>   3
                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                      NASTECH PHARMACEUTICAL COMPANY INC.
                                 BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                SEPTEMBER 30,     DECEMBER 31,
                                                                                     1997            1996
                                                                               ---------------   --------------
                                                                                 (Unaudited)       (Audited)
<S>                                                                             <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents  . . . . . . . . . . . . . . . . . . . . . . . . . $      26,162     $      4,494
   Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . .                          7,025
   Royalties and fees receivable  . . . . . . . . . . . . . . . . . . . . . . .           927              798
   Inventories  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           592               -
   Prepaid expenses and sundry  . . . . . . . . . . . . . . . . . . . . . . . .           146               80
                                                                               ---------------   --------------
         Total current assets                                                          27,827           12,397
                                                                               ---------------   --------------
Property and equipment  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,032              513
   Less: Accumulated depreciation and amortization  . . . . . . . . . . . . . .           278              128
                                                                               ---------------   --------------
         Property and equipment, net  . . . . . . . . . . . . . . . . . . . . .           754              385
                                                                               ---------------   --------------
Other assets:
   Deferred offering costs  . . . . . . . . . . . . . . . . . . . . . . . . . .            -                98
   Security deposits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            15               14
                                                                               ---------------   --------------
         Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . .            15              112
                                                                               ---------------   --------------
         Total assets                                                           $      28,596     $     12,894
                                                                               ===============   ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $         935     $        587
   Royalties payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           449              236
   Accrued expenses and sundry liabilities  . . . . . . . . . . . . . . . . . .           446              216
   Current maturities of long-term debt . . . . . . . . . . . . . . . . . . . .            12               15
                                                                               ---------------   --------------
         Total current liabilities                                                      1,842            1,054
                                                                               ---------------   --------------
Long-term debt, net of current maturities . . . . . . . . . . . . . . . . . . .            19               27
                                                                               ---------------   --------------
Stockholders' equity:
   Common stock, $.006 par value; authorized: 25,000,000 shares; issued and 
      outstanding: 6,092,824 shares at September 30, 1997 and 4,706,158
      shares at December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . .            37               28
   Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . .        35,788           18,325
   Accumulated deficit  . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (9,090)          (6,540)
                                                                               ---------------   --------------
         Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .        26,735           11,813
                                                                               ---------------   --------------
         Total liabilities and stockholders' equity . . . . . . . . . . . . . . $      28,596     $     12,894
                                                                               ===============   ==============
</TABLE>


                See accompanying notes to financial statements.


                                      -1-
<PAGE>   4
                     NASTECH PHARMACEUTICAL COMPANY INC.
                           STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                       NINE MONTHS ENDED SEPTEMBER 30,      THREE  MONTHS ENDED SEPTEMBER 30, 
                                                      ---------------------------------    -----------------------------------
                                                           1997               1996              1997                1996
                                                      ---------------    --------------    ---------------    ----------------
<S>                                                   <C>                <C>               <C>                <C>
Revenues
   License fee, royalty and research income . .        $       2,972      $      3,166      $       1,026      $        1,059
   Interest income  . . . . . . . . . . . . . .                1,079               216                382                 103
                                                      ---------------    --------------    ---------------    ----------------
      Total revenues  . . . . . . . . . . . . .                4,051             3,382              1,408               1,162
                                                      ---------------    --------------    ---------------    ----------------
Costs and expenses:                                                                                                          
   Research and development . . . . . . . . . .                2,785               800              1,261                 341
   Royalties  . . . . . . . . . . . . . . . . .                1,394             1,413                449                 474
   Sales and marketing  . . . . . . . . . . . .                1,249               120                492                  27
   General and administrative . . . . . . . . .                1,168               642                483                 231
   Interest expense   . . . . . . . . . . . . .                    5                29                  1                   9
                                                      ---------------    --------------    ---------------    ----------------
      Total costs and expenses  . . . . . . . .                6,601             3,004              2,686               1,082
                                                      ---------------    --------------    ---------------    ----------------
Net income (loss) . . . . . . . . . . . . . . .        $      (2,550)     $        378      $      (1,278)     $           80
                                                      ===============    ==============    ===============    ================

Net income (loss) per common share  . . . . . .        $        (.43)     $        .09      $        (.21)     $          .02  
                                                      ===============    ==============    ===============    ================

Average shares outstanding  . . . . . . . . . .            5,937,269         4,201,938          6,089,781           4,628,238
                                                      ===============    ==============    ===============    ================
</TABLE>


                See accompanying notes to financial statements.





                                      -2-

<PAGE>   5
                     NASTECH PHARMACEUTICAL COMPANY INC.
                      STATEMENTS OF STOCKHOLDERS' EQUITY
                NINE MONTHS ENDED SEPTEMBER 30, 1997 AND YEAR
                           ENDED DECEMBER 31, 1996
                                 (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                             COMMON STOCK           ADDITIONAL                        TOTAL    
                                                         ----------------------      PAID-IN      ACCUMULATED      STOCKHOLDERS'
                                                           SHARES        AMOUNT      CAPITAL        DEFICIT           EQUITY    
                                                         ----------   ----------  ------------  ---------------   --------------
<S>                                                      <C>          <C>         <C>           <C>               <C>           
BALANCE, DECEMBER 31, 1995  . . . . . . . . . . . . . .  3,221,447    $      19   $    10,575   $       (6,486)   $       4,108 
Shares issued in connection with exercise of warrants .    605,173            4         3,158              ---            3,162 
Fractional shares redeemed in connection with reverse                                                                           
  stock split   . . . . . . . . . . . . . . . . . . . .       (187)         ---           ---              ---              --- 
Shares issued in connection with exercise of warrants .    879,817            5         4,592              ---            4,597 
Fractional shares redeemed in connection with reverse                                                                           
  stock split   . . . . . . . . . . . . . . . . . . . .        (92)         ---           ---              ---              --- 
Net loss for year ended December 31, 1996 . . . . . . .        ---          ---           ---              (54)             (54)
                                                         ----------   ----------  ------------  ---------------   --------------
BALANCE, DECEMBER 31, 1996  . . . . . . . . . . . . . .  4,706,158           28        18,325           (6,540)          11,813 
Additional shares issued in connection with public                                                                              
  offering at $14.00 per share, net of issuance costs    1,380,000            9        17,460              ---           17,469
Shares issued in connection with exercise of stock                                                                              
  options . . . . . . . . . . . . . . . . . . . . . . .      6,666          ---             3              ---                3 
Net loss for nine months ended September 30, 1997 . . .        ---          ---           ---           (2,550)          (2,550)
                                                         ----------   ----------  ------------  ---------------   --------------
BALANCE, SEPTEMBER 30, 1997   . . . . . . . . . . . . .  6,092,824    $      37   $    35,788   $       (9,090)   $      26,735 
                                                         ==========   ==========  ============  ===============   ==============
</TABLE>


                See accompanying notes to financial statements.


                                      -3-
<PAGE>   6
                     NASTECH PHARMACEUTICAL COMPANY INC.
                           STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED 
                                                                                         SEPTEMBER 30,
                                                                               -------------------------------
                                                                                     1997            1996
                                                                               --------------    -------------
<S>                                                                            <C>               <C>
OPERATING ACTIVITIES:
   Net (loss) income                                                             $    (2,550)    $      378
   Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
   Depreciation and amortization  . . . . . . . . . . . . . . . . . . . . . .            161             39
   Changes in assets and liabilities:
   Royalties and fees receivable  . . . . . . . . . . . . . . . . . . . . . .           (129)          (341)
   Prepaid expenses and sundry  . . . . . . . . . . . . . . . . . . . . . . .            (66)           (74)
   Inventories  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (592)           ---
   Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            348           (328)
   Royalties payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . .            213            127
   Accrued expenses and sundry liabilities  . . . . . . . . . . . . . . . . .            230           (149)
                                                                               --------------    -------------
Net cash used in operating activities . . . . . . . . . . . . . . . . . . . .         (2,385)          (348)
                                                                               --------------    -------------
INVESTING ACTIVITIES:
   Short-term investments -- acquisitions . . . . . . . . . . . . . . . . . .           (969)       (12,097)
   Short-term investments -- redemptions  . . . . . . . . . . . . . . . . . .          7,994         10,355
   Property, plant and equipment  . . . . . . . . . . . . . . . . . . . . . .           (530)           (82)
                                                                               --------------    -------------
Net cash provided by (used in) investing activities . . . . . . . . . . . . .          6,495         (1,824)
                                                                               --------------    -------------
FINANCING ACTIVITIES:
   Net proceeds from sale of common stock . . . . . . . . . . . . . . . . . .         17,566            ---
   Exercise of warrants . . . . . . . . . . . . . . . . . . . . . . . . . . .            ---          3,376
   Exercise of stock options  . . . . . . . . . . . . . . . . . . . . . . . .              3            ---
   Addition repayment of  long-term debt  . . . . . . . . . . . . . . . . . .            (11)          (297)
                                                                               --------------    -------------
Net cash provided by financing activities . . . . . . . . . . . . . . . . . .         17,558          3,079
                                                                               --------------    -------------
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . .         21,668            907
Cash and cash equivalents--beginning  . . . . . . . . . . . . . . . . . . . .          4,494            420
                                                                               --------------    -------------
Cash and cash equivalents--ending . . . . . . . . . . . . . . . . . . . . . .  $      26,162     $    1,327
                                                                               ==============    =============
</TABLE>



                See accompanying notes to financial statements.


                                      -4-
<PAGE>   7
                      NASTECH PHARMACEUTICAL COMPANY INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE 1 -- GENERAL

   The accompanying financial information should be read in conjunction with
the audited financial statements, including the notes thereto, as of and for
the six months ended December 31, 1996.

   The information furnished in this report reflects all adjustments
(consisting of only normal recurring accruals) which are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods.


NOTE 2 -- PUBLIC OFFERING

   The Company completed a public offering of 1,380,000 shares of common stock
at $14.00 per share in February, 1997.  The proceeds to the Company of
$17,469,000 was net of direct expenses of the offering totaling $1,851,000.  In
connection with this public offering, the Company has agreed to issue to the
representatives of the underwriters warrants to purchase in the aggregate up to
69,000 shares of Common Stock (the "Representatives' Warrants") at an exercise
price per share equal to 120% of the public offering price per share.  The
Representatives' Warrants are exercisable for a period of four years commencing
January 24, 1998.  The holders of the Representatives' Warrants will have no
voting, dividend or other stockholder rights until the Representatives'
Warrants are exercised.  The Company has granted the Representatives certain
registration rights related to the Representatives' Warrants.

NOTE 3 -- INVENTORIES

   At September 30, 1997, inventories are stated at the lower of cost (first-
in, first- out basis) or market and consists principally of raw materials.


NOTE 4 -- NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

    Net income per common and common equivalent share are calculated using the
weighted average number of  common shares outstanding during the period and the
net additional number of shares which would be issuable upon the exercise of
stock options and warrants, assuming that the Company used the proceeds
received to purchase additional shares at market value.  For the nine and three
months ending September 30, 1997, the effect of stock  options and warrants is
not included because it would be anti-dilutive.

NOTE 5 -- INCOME TAXES

   At September 30, 1997, the Company has net operating loss carryforwards of
approximately $6,500,000 for income tax purposes, available to reduce future
taxable income, expiring from 2000 through 2012. Federal income taxes normally
provided for income have been offset by the effect of the reduction of the
valuation allowance for the nine and three months ended September 30, 1996.





                                      -5-
<PAGE>   8
ITEM 2 -     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS                                  

OVERVIEW

   Except for historical information contained herein, the statements in this
Item are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecasted results.  Those include, among others, risks
associated with the Company's business strategy, product development, plans
concerning the commercialization of products, certain financial information and
other statements that are not historical facts.

   The Company is engaged in the research, development, manufacturing and
commercialization of nasally administered forms of prescription and
over-the-counter pharmaceuticals that are currently delivered in oral,
injectable or other dosage forms.  The nasal delivery of certain
pharmaceuticals can enable more rapid systemic absorption, lower required
dosages, quicker onset of desired effect, and painless, convenient patient
self-administration.

   In December 1991, Bristol-Myers Squibb Company ("BMS") received marketing
approval from the FDA for a nasal formulation of Stadol NS(TM), a narcotic
analgesic, which was sublicensed to BMS by the Company.   Since 1992, the
Company received royalties from BMS, and these royalties represent a
significant portion of revenues for the Company.   Stadol NS(TM) has been
classified by the FDA as a scheduled drug, which could  negatively affect
future sales by BMS and royalties to the Company.

   In November 1996, the Company received FDA marketing clearance for
Nascobal(TM), its vitamin B-12 nasal gel.  In July 1997, the Company entered
into an exclusive licensing agreement in the U.S. with Schwarz Pharma, Inc. and
commenced the launch of Nascobal(TM) in the U.S. in October, 1997.  The Company
will receive royalties on domestic sales of Nascobal(TM), including a minimum
royalty in 1998, and a manufacturing profit on its transfer of the product to
Schwarz Pharma Inc.

   During the last quarter, the Company has continued to refine its product
development pipeline.  To date it has three compounds in active development,
including one with a major pharmaceutical company.  In addition, the Company is
considering two to four other compounds for future R&D activity.  In the past,
the Company's product development strategy has generally been to seek strategic
alliances in order to minimize the risk, time and cost typically associated
with the early stages of commercializing a family of pharmaceuticals.  The
Company believes it is now able to leverage its product development experience
and broad product pipeline to pursue internally funded development projects.
The Company believes that postponing the establishment of strategic alliances
until later stages of product development will allow the Company to negotiate
more favorable collaborative agreements and retain product rights.  Therefore,
the Company intends to commit significant financial resources to research and
development with the goal of achieving greater economic benefit from product
sales.

   On February 11, 1997, the Company changed its year end from September 30 to
December 31.

RESULTS OF OPERATIONS

   Nine Months Ended September 30, 1997 Compared to Nine Months Ended September
30, 1996

   Revenues.   Revenues for the nine months ended September 30, 1997 increased
by $669,000 to $4,051,000, or 20%, more than such revenues for the nine months
ended September 30, 1996.  This increase was due to decreases in license fee,
royalty and research income, which for the nine months ended September 30, 1997
decreased by $194,000 to $2,972,000, or 6%, less than such income for the nine
months ended September 30, 1996 which were more than offset by an increase in
interest income.  The license fee, royalty and research income decrease
primarily was due to a decrease in research  income of approximately $130,000.
Royalty income received from BMS for the current the nine-month period
decreased by $26,000 to $2,848,000, from such income for the similar period in
1996.  Interest income for the current nine-month period increased by $863,000
to $1,079,000, or 400%, compared to such income for the similar period in 1996
due to an increase in the amount of excess funds invested from proceeds
received from the 1997 public offering and exercise of warrants from the 1993
offering.

   Research and development expense.  In the nine months ended September 30,
1997, the Company continued





                                      -6-
<PAGE>   9
to conduct pharmaceutical and pharmacological research and assemble the
technical and reference data required to gain marketing approval from the
appropriate regulatory agencies for its products in development.  Research and
development expense for the nine months ended September 30, 1997 increased by
$1,985,000 to $2,785,000, or 248%, over such expense for the nine months ended
September 30, 1996.  Such increase was due to the execution of the Company's
strategy to accelerate development of its nasal pharmaceutical formulations.

   Royalties expense.   Royalties expense for the nine months ended September
30, 1997 decreased by $19,000 to $1,394,000, or 1%, from such expense for the
nine months ended September 30, 1996.  Such decrease was due to the decrease in
royalties paid by the Company to the University of Kentucky Research Foundation
("UKRF") in connection with sales of Stadol NS(TM) by BMS.  Pursuant to a
separate license agreement between the Company and UKRF, the Company pays UKRF
royalties based on royalty income received by the Company from BMS.
Accordingly, royalties expense payable to the UKRF increases or decreases
approximately in proportion to royalty income received from BMS.

   Sales and Marketing.  Sales and marketing expense for the nine months ended
September 30, 1997 increased by $1,129,000 to $1,249,000, or 941%, as compared
to the 1996 period primarily as a result of expenses associated with the
planned launch of the Company's Nascobal(TM) product.  As a result of the
licensing agreement with Schwarz Pharma Inc. noted above, however, the Company
anticipates that sales and marketing expense will decrease during the remainder
of 1997.  Sales and marketing costs also include expenses incurred related to
development of the Company's collaborative agreements.

   General and administrative expense.  General and administrative expense for
the nine months ended September 30, 1997 increased by $526,000 to $1,168,000,
or 82% over such expense for the nine months ended September 30, 1996 due to
increased staffing costs and other support costs associated with the
accelerated development of the Company's nasal pharmaceutical formulations and
strategic planning.

RESULTS OF OPERATIONS

   Three Months Ended September 30, 1997 Compared to Three Months Ended
September 30, 1996

   Revenues.  Revenues for the three months ended September 30, 1997 increased
by $246,000 to $1,408,000, or 21%, more than such revenues for the three months
ended September 30, 1996.  This increase was due to decreases in license fee,
royalty and research income, which for the three months ended September 30,
1997 decreased by $33,000 to $1,026,000, or 3%, less than such income for the
three months ended September 30, 1996 offset by an increase in interest
income.  Royalty income received from  BMS for the current three-month period
decreased by $47,000, or 5%, to $919,000, from such income for the similar
period in 1996.  Interest income for the current three-month period increased
by $279,000 to $382,000, or 271%, compared to such income for the similar
period in 1996 due to an increase in the amount of excess funds invested from
proceeds received from the 1997 public offering and exercise of warrants from
the 1993 offering.

   Research and development expense.  In the three months ended September 30,
1997, the Company continued to conduct pharmaceutical and pharmacological
research and assemble the technical and reference data required to gain
marketing approval from the appropriate regulatory agencies for its products in
development.  Preclinical and clinical research and development expense for the
three months ended September 30, 1997 increased by $920,000 to $1,261,000, or
270%, over such expense for the three months ended September 30, 1996.  Such
increase was due to the execution of the Company's strategy to accelerate
development of its nasal pharmaceutical formulations.

   Royalties expense.  Royalties expense for the three months ended September
30, 1997 decreased by $25,000 to $449,000, or 5%, from such expense for the
three months ended September 30, 1996.  Such decrease was due to the decrease
in royalties paid by the Company to the UKRF in connection with sales of Stadol
NS(TM) by BMS.  Pursuant to a separate license agreement between the Company
and UKRF, the Company pays UKRF royalties based on royalty income received by
the Company from BMS.  Accordingly, royalties expense payable to the UKRF
increases or decreases approximately in proportion to royalty income received
from BMS.

   Sales and Marketing.  Sales and marketing expense for the three months ended
September 30, 1997 increased by $465,000 to $492,000, or 1,722%, as compared to
the 1996 period primarily as a result of expenses associated with the planned
launch of the Company's Nascobal(TM) product.  As a result of the licensing
agreement with Schwarz Pharma Inc. noted above, however, the Company
anticipates that sales and marketing expense will decrease during the





                                      -7-
<PAGE>   10
remainder of 1997.   Sales and marketing costs also include expenses incurred
related to development of the Company's collaborative agreements.

   General and administrative expense.   General and administrative expense for
the three months ended September  30, 1997 increased by $252,000 to $483,000,
or 109% over such expense for the three months ended September 30, 1996 due to
increased staffing costs and other support costs associated with the
accelerated development of the Company's nasal pharmaceutical formulations and
strategic planning.


LIQUIDITY AND CAPITAL RESOURCES

   At September 30, 1997, the Company's liquidity included cash and cash
equivalents of $26.2 million compared to cash and cash equivalents and short
term investments of $11.5 million at December 31, 1996.  These amounts
consisted primarily of the funds received from the 1997 public offering and the
exercise of warrants outstanding from the Company's December 1993 public
offering.  Royalties and fees receivable at September 30, 1997, consists
principally of royalty income receivable from BMS.

   The Company anticipates that  the availability of funds provided by the net
royalties received from BMS, revenues expected from the sales of Nascobal(TM),
as well as the liquidity provided by the public offerings noted above will be
used for (i) research and development, including clinical trials, (ii)  capital
expenditures, principally for manufacturing, (iii) license or acquisition of
products and technologies for product development and (iv) working capital and
other general corporate purposes.

   At September 30, 1997, the Company had working capital of $26.0 million.
Management anticipates that its current cash position, together with cash
generated from operations will provide adequate funds for the Company's
anticipated needs, including working capital, through 1998.  Based upon the
anticipated future financing requirements of the Company, management expects
that the Company may, from time to time, engage in additional financings of a
character and in amounts to be determined.

   The foregoing Management's Discussion and Analysis of Financial Condition
and Results of Operations contains various "forward looking statements" within
the meaning of Section 27A of the Securities Act which represent the Company's
intentions, expectations or beliefs concerning future events, including, but
not limited to, statements regarding management's expectations with respect to
FDA approval of new products, technology and product development milestones,
the ability of the Company to leverage its product development and negotiate
favorable collaborative agreements, the commencement of sales and the
sufficiency of the Company's cash flow for the Company's future liquidity and
capital resource needs.  These forward looking statements are qualified by
important factors that could cause actual results to differ materially from
those in the forward looking statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

   In February 1997, the financial Account Standards Board issued Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share".  SFAS
128 establishes standards for computing and presenting earnings per share.  In
accordance with the effective date of SFAS 128, the Company will adopt SFAS 128
as of December 31, 1997.  This statement is not expected to have a material
impact on the Company's financial statements.





                                      -8-
<PAGE>   11
                          PART II - OTHER INFORMATION


ITEM 6   -   EXHIBITS AND REPORTS ON FORM 8-K

             NONE





                                     -9-
<PAGE>   12

                                  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, duly authorized, in the City of Hauppauge, State of New York, on
November 12, 1997.

                      NASTECH PHARMACEUTICAL COMPANY INC.


                   By:   /s/ Vincent D. Romeo, Ph.D.            
                        ----------------------------------------
                              Vincent D. Romeo, Ph.D.
                       President and Chief Executive Officer
                           (Principal Executive Officer)





                   By:               /s/ Andrew Zinzi                  
                       ------------------------------------------------
                                       Andrew Zinzi
                                 Chief Financial Officer
                       (Principal Financial and Accounting Officer)





                                      -10-

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<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          26,162
<SECURITIES>                                         0
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                                0
                                          0
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<TOTAL-LIABILITY-AND-EQUITY>                    28,596
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