ANESTA CORP /DE/
10-Q, 1996-11-14
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the quarterly period ended September 30, 1996.

[ ]  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
                                    0-23160

                                  ANESTA CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                       87-0424798
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


                              4745 Wiley Post Way
                               Plaza 6, Suite 650
                            Salt Lake City, UT 84116
                                 (801) 595-1405
              (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

          Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $.001 par value
                                (Title of Class)

     Indicate by check mark 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 $.001 par value                               9,406,328
         Class                                 Outstanding at November 5, 1996
<PAGE>   2
                                  ANESTA CORP.
                                     INDEX

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                              PAGE NO.
                                                                            --------
<S>                                                                            <C>
Balance Sheets -
     September 30, 1996 (unaudited) and December 31, 1995                      2

Statements of Operations -
     for the three and nine months ended September 30, 1996 and 1995
     (unaudited) and the period from August 1, 1985 (inception)
     to September 30, 1996 (unaudited)                                         3

Statements of Cash Flows -
     for the nine months ended September 30, 1996 and 1995 (unaudited)
     and the period from August 1, 1985 (inception) to
     September 30, 1996 (unaudited)                                            4

Notes to Financial Statements (unaudited)                                      6

Management's Discussion and Analysis of
     Financial Condition and Results
     of Operations                                                             9

PART II. OTHER INFORMATION                                                    12

SIGNATURES                                                                    13
</TABLE>



                                       1
<PAGE>   3
                                  ANESTA CORP.
                         (A Development Stage Company)

                                 BALANCE SHEETS

                                  -----------

<TABLE>
<CAPTION>
                                                   September 30,   December 31,
   ASSETS                                              1996            1995
                                                   ------------    ------------
                                                   (Unaudited)
<S>                                                <C>             <C>         
Current assets:
   Cash and cash equivalents                       $ 27,902,889    $  3,540,147
   Current portion of certificate of deposit            153,000         153,000
   Marketable debt securities,
    available-for-sale                               14,150,798      16,773,547
   Accounts receivable                                  473,713         410,432
   Prepaid expenses and other current assets            451,120          77,134
                                                   ------------    ------------
      Total current assets                           43,131,520      20,954,260
                                                   ------------    ------------

Property and equipment, at cost:
   Furniture and equipment                              832,929         870,042
   Leasehold improvements                             1,474,710       1,509,430
   Accumulated depreciation                            (557,519)       (480,372)
                                                   ------------    ------------
                                                      1,750,120       1,899,100
                                                   ------------    ------------


Other assets:
   Certificate of deposit                             1,224,000       1,377,000
   Other assets                                          35,419          11,568
                                                   ------------    ------------
                                                      1,259,419       1,388,568
                                                   ------------    ------------




      Total assets                                 $ 46,141,059    $ 24,241,928
                                                   ============    ============

<CAPTION>
                                                   September 30,  December 31,
   LIABILITIES AND STOCKHOLDERS' EQUITY                1996            1995
                                                   ------------    ------------
                                                   (Unaudited)

<S>                                                <C>             <C>         
Current liabilities:
   Accounts payable                                $    166,500    $    231,288
   Accrued liabilities
     Accrued compensation                               362,129         247,741
     Other                                              240,757         219,131
   Current portion of notes payable                     150,000         150,000
   Current portion of obligations under
     capital leases                                       1,409          16,363
                                                   ------------    ------------
       Total current liabilities                        920,795         864,523

Unearned advance royalty revenues                       350,000         350,000
Notes payable                                         1,200,000       1,350,000
                                                   ------------    ------------
       Total liabilities                              2,470,795       2,564,523
                                                   ------------    ------------

Stockholders' equity:
   Common stock, par value, $.001 per share;
     Authorized: 15,000,000 shares; Issued:
     9,406,673 in 1996 and 7,207,716 in 1995              9,407           7,208
   Additional paid-in capital                        61,344,240      33,270,848
   Deficit accumulated during the development
     stage                                          (17,667,431)    (11,723,314)
   Treasury stock (345 shares), at cost                  (4,226)         (4,226)
   Notes receivable from issuance of
     common stock                                        (7,000)         (7,000)
   Unrealized gain (loss) on marketable debt
     securities, available-for-sale                      (4,726)        133,889
                                                   ------------    ------------
       Total stockholders' equity                    43,670,264      21,677,405
                                                   ------------    ------------
       Total liabilities and stockholders'
         equity                                    $ 46,141,059    $ 24,241,928
                                                   ============    ============
</TABLE>

                    The accompanying notes are an integral
                       part of the financial statements



                                       2
<PAGE>   4
                                  ANESTA CORP.
                         (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
                                   ---------


<TABLE>
<CAPTION>
                                                      Three months ended             Nine months ended    
                                                ----------------------------    ----------------------------   Period from inception
                                                September 30,   September 30,   September 30,   September 30,   (August 1, 1985) to
                                                    1996            1995            1996            1995        September 30, 1996
                                                ------------    ------------    ------------    ------------   ---------------------
Revenues:                                       
<S>                                             <C>             <C>             <C>             <C>                 <C>         
   Product sales                                $     19,999    $     10,353    $     69,949    $     39,621        $    167,950
   Royalty revenue                                       578             302           2,037           1,159             104,928
   Revenues from contract research                   378,000         380,000       1,128,000       1,139,000           9,603,931
                                                ------------    ------------    ------------    ------------        ------------
                                                
    Total revenues                                   398,577         390,655       1,199,986       1,179,780           9,876,809
                                                ------------    ------------    ------------    ------------        ------------
                                                
Operating costs and expenses:                   
   Cost of goods sold                                  5,047           3,200          20,487          12,247              60,886
   Royalties                                             617             320           2,160           1,223               7,160
   Research and development                        2,001,270       1,329,759       5,757,184       3,452,731          20,299,190
   Depreciation and amortization                      57,334          35,493         177,532          80,798             767,467
   Marketing, general and administrative             888,723         473,928       2,451,508       1,148,721           8,272,226
                                                ------------    ------------    ------------    ------------        ------------
                                                
    Total costs and expenses                       2,952,991       1,842,700       8,408,871       4,695,720          29,406,929
                                                ------------    ------------    ------------    ------------        ------------
                                                
    Loss from operations                          (2,554,414)     (1,452,045)     (7,208,885)     (3,515,940)        (19,530,120)
                                                
Non operating income (expense):                 
   Interest income                                   583,273         333,502       1,353,012       1,201,475           3,739,296
   Interest expense                                  (26,950)        (33,018)        (84,211)        (73,626)           (325,681)
   Other                                             (12,326)           (620)         (3,933)        (10,315)            (16,886)
                                                ------------    ------------    ------------    ------------        ------------
                                                
    Loss before provision for income            
     taxes, extraordinary item and cumulative   
     effect of change in accounting               (2,010,417)     (1,152,181)     (5,944,017)     (2,398,406)        (16,133,391)
                                                
Provision for income taxes                                                              (100)           (100)            (23,405)
                                                ------------    ------------    ------------    ------------        ------------
                                                
    Loss before extraordinary item and          
     cumulative effect of change in accounting    (2,010,417)     (1,152,181)     (5,944,117)     (2,398,506)        (16,156,796)
                                                
Extraordinary item - reduction of income        
   taxes arising from carryforward of prior     
   years' operating losses                                                                                                22,296
                                                
Cumulative effect of change in accounting                                                         (1,041,047)         (1,041,047)
                                                ------------    ------------    ------------    ------------        ------------
                                                
    Net loss                                    $ (2,010,417)   $ (1,152,181)   $ (5,944,117)   $ (3,439,553)       $(17,175,547)
                                                ============    ============    ============    ============        ============

Loss per common share amounts--                 
   Loss before extraordinary item and cumulative
    effect of change in accounting              $      (0.21)   $      (0.16)   $      (0.73)   $      (0.33)
                                                
   Cumulative effect of change in accounting                                                           (0.15)
                                                ------------    ------------    ------------    ------------
                                                
   Net loss per common share                    $      (0.21)   $      (0.16)   $      (0.73)   $      (0.48)
                                                ============    ============    ============    ============

Shares used in computing net                    
   loss per common share                           9,403,509       7,187,047       8,191,839       7,170,846
                                                ============    ============    ============    ============
</TABLE>

                    The accompanying notes are an integral
                       part of the financial statements



                                       3
<PAGE>   5
                                  ANESTA CORP.
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                   ---------


<TABLE>
<CAPTION>
                                                                    Nine months ended           
                                                              ----------------------------     Period from inception
                                                              September 30,   September 30,     (August 1, 1985) to
                                                                  1996            1995          September 30, 1996
                                                              ------------    ------------     ---------------------
<S>                                                           <C>             <C>                  <C>          
Cash flows from operating activities:
   Net loss                                                   $ (5,944,117)   $ (3,439,553)        $(17,175,547)
   Adjustments to reconcile net loss to net cash
     used in operating activities
      Cumulative effect of change in accounting                  1,041,047       1,041,047
      Depreciation and amortization                                177,532          80,798              767,467
      Debt conversion expense                                      101,330
      Interest converted to equity                                  94,104
      Compensatory stock options and stock                           3,539
      Loss on retirement of assets                                  13,783          10,364               50,397
      Increase (decrease) due to changes in:
       Accounts receivable                                         (63,281)       (378,471)            (473,713)
       Prepaid expenses and other current assets                  (373,986)       (178,161)            (451,120)
       Other assets                                                (23,851)         (1,806)             (37,996)
       Accounts payable                                            (64,788)       (349,734)             166,500
       Accrued liabilities                                         136,014          85,285              602,886
       Unearned advance royalty revenues                           350,000
                                                              ------------    ------------         ------------
        Net cash used in operating activities                   (6,142,694)     (3,130,231)         (14,961,106)
                                                              ------------    ------------         ------------

Cash flows from investing activities:
   Capital expenditures                                            (40,877)     (1,235,451)          (2,308,127)
   Proceeds from sale of assets                                        150           1,775               10,125
   Costs associated with license agreements                     (1,109,533)
   Advances to employees                                            (1,650)
   Purchase of marketable debt securities,
      available-for-sale                                        (6,063,003)     (8,540,650)         (35,581,889)
   Proceeds from maturities of marketable debt securities,
      available-for-sale                                         8,545,530       9,715,271           21,424,758
   Purchase of treasury bills                                   (1,174,419)
   Proceeds from maturity of treasury bills                      1,174,419
   Purchase of certificate of deposit                           (1,530,000)     (1,530,000)
   Proceeds from maturity of certificate of deposit                153,000         153,000
                                                              ------------    ------------         ------------
        Net cash provided by (used in) investing activities      2,594,800      (1,589,055)         (18,943,316)
                                                              ------------    ------------         ------------

Cash flows from financing activities:
   Principal payments on notes payable                            (150,000)       (187,500)
   Proceeds from issuance of notes payable                       1,500,000       2,537,700
   Principal payments on obligations under capital leases          (14,954)        (31,049)            (193,080)
   Proceeds from issuance of common stock                       28,075,590          88,336           59,604,956
   Collections on notes receivable from
      issuance of common stock                                      58,000          58,000
   Proceeds from issuance of preferred stock                       756,222
   Deferred offering costs                                        (277,103)
   Dividends paid on preferred stock                              (491,884)
                                                              ------------    ------------         ------------
        Net cash provided by financing activities               27,910,636       1,615,287           61,807,311
                                                              ------------    ------------         ------------

Net increase (decrease) in cash and cash equivalents            24,362,742      (3,103,999)          27,902,889
Cash and cash equivalents at beginning of period                 3,540,147      11,489,097
                                                              ------------    ------------         ------------
Cash and cash equivalents at end of period                    $ 27,902,889    $  8,385,098         $ 27,902,889
                                                              ============    ============         ============
</TABLE>

                                 - Continued -



                    The accompanying notes are an integral
                       part of the financial statements



                                       4
<PAGE>   6
                                  ANESTA CORP.
                         (A Development Stage Company)

                      STATEMENTS OF CASH FLOWS, Continued
                                  (Unaudited)
                                   ---------


<TABLE>
<CAPTION>
                                                                    Nine months ended           
                                                              ----------------------------     Period from inception
                                                              September 30,   September 30,     (August 1, 1985) to
                                                                  1996            1995          September 30, 1996
                                                              ------------    ------------     ---------------------
<S>                                                           <C>             <C>                  <C>          
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
The Company issued stock and stock options for:
   Purchase of additional license agreement                                                        $      5,400
   Notes receivable                                                                                      71,000

The Company purchased leasehold improvements
   using accounts payable                                                                               251,507

The Company entered into various capital lease
   arrangements                                                                                         204,610

The Company received stock as payment of a
   note receivable                                                                                        4,226
</TABLE>


                    The accompanying notes are an integral
                       part of the financial statements



                                       5
<PAGE>   7
                                  ANESTA CORP.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

                                   ---------


1.   Significant Accounting Policies:

     In the opinion of management, the accompanying financial statements
     contain all adjustments (consisting only of normal recurring items)
     necessary to present fairly the financial position of Anesta Corp. (a
     development stage company) (the Company) as of September 30, 1996, and the
     results of its operations for the three and nine months ended September
     30, 1996 and 1995 and for the period from inception (August 1, 1985) to
     September 30, 1996, and its cash flows for the nine months ended September
     30, 1996 and 1995 and for the period from inception (August 1, 1985) to
     September 30, 1996. The results of operations for the periods presented
     are not necessarily indicative of the results to be expected for the full
     year period.

     Certain information and footnote disclosures normally included in
     financial statements prepared in accordance with generally accepted
     accounting principles have been condensed or omitted. It is suggested that
     these financial statements be read in conjunction with the Company's
     Annual Report on Form 10-K for the period ended December 31, 1995.

     Net Loss Per Share

     Net loss per common share is computed using the weighted average number of
     common and common equivalent shares outstanding during each period. Common
     stock equivalents consist of convertible preferred stock, common stock
     options and warrants. Common equivalent shares are excluded from the
     computation when their effect is antidilutive. Net loss per common share
     for the period from inception to September 30, 1996 has not been presented
     as such information is not considered to be relevant or meaningful.

     Reclassifications

     Certain balances in the September 30, 1995 financial statements have been
     reclassified to conform to the current year presentation. These changes
     had an immaterial effect on the previously reported net loss.

2.   Cash and Cash Equivalents and Marketable Debt Securities:

     At September 30, 1996, the Company maintained a majority of its cash and
     cash equivalents and marketable debt securities in two banks in San
     Francisco, California.

3.   Income Taxes:

     The provision for income taxes for the nine months ended September 30,
     1996 and 1995 is related solely to state income taxes.




                                       6
<PAGE>   8
                                  ANESTA CORP.
                         (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                  (Unaudited)

                                   ---------


4.   Revolving/Term Promissory Note Agreement:

     On January 11, 1995, the Company entered into a revolving/term promissory
     note in the amount of $1.5 million. The agreement provides for an interest
     rate of "160 basis points" above the financial institution's certificate
     of deposit rate (6.85% at September 30, 1996). On May 15, 1995, the term
     of the revolving promissory note ended and the Company entered into a 10
     year term note in the amount of $1.5 million. The interest rate remains
     the same and the Company will make annual payments on the note on
     approximately July 15 of each of the next ten years beginning in 1996. The
     first payment of $150,000 was made on July 15, 1996 leaving a balance of
     $1,350,000. Borrowings under the agreement are collateralized by a
     certificate of deposit in the amount of $1,377,000, which is maintained in
     a bank in Salt Lake City, Utah.

5.   Funding Agreements:

     Effective September 8, 1995, the Company entered into a 1996 funding
     agreement with Abbott Laboratories Hospital Products Division (Abbott),
     under which Abbott will provide up to $1,500,000 of funding to further the
     clinical development of Actiq(TM) to treat cancer-related pain (the "Actiq
     Cancer Pain Program"). The funding will be provided in equal quarterly
     payments of $375,000 for qualifying work performed and expenses incurred
     during the year ended December 31, 1996 in connection with the Actiq
     Cancer Pain Program. Under the agreement, the Company will provide the
     additional funding required for this program during the year ended
     December 31, 1996 and will complete certain program milestones. Through
     September 30, 1996, the Company had recognized revenue of $1,125,000 which
     represents the funding for qualifying expenses incurred. As of September
     30, 1996, $375,000 of such revenue was included in accounts receivable.



                                       7


<PAGE>   9
                                  ANESTA CORP.
                         (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                  (Unaudited)

                                   ---------


6.   Stockholders' Equity:

     The table below presents the activity in stockholders' equity from January
     1, 1996 to September 30, 1996:

<TABLE>
<CAPTION>
                                                                                             Deficit                      
                                                                                           Accumulated                    
                                                      Common Stock                          During the                    
                                            ----------------------------       Paid-in      Development    
                                               Shares          Amount          Capital         Stage       
                                            ------------    ------------    ------------   ------------    
<S>                                            <C>          <C>             <C>            <C>             
Balance at January 1, 1996                     7,207,716    $      7,208    $ 33,270,848   $(11,723,314)   
                                                                                                           
Exercise of stock options in Jan. 1996                                                                     
   (at $.80 to $5.25 per share)                    5,074               5          15,509                   
                                                                                                           
Exercise of stock options in Feb. 1996                                                                     
   (at $.80 to $6.75 per share)                   12,507              13          23,640                   
                                                                                                           
Exercise of stock options in Mar. 1996                                                                     
   (at $.80 to $6.75 per share)                      379               0           1,896                   
                                                                                                           
Issuance of common stock for cash                                                                          
   on June 7, 1996 (at $15.00                                                                              
   per share) net of offering costs                                                                        
   of $2,141,775                               2,000,000           2,000      27,856,225                   
                                                                                                           
Exercise of stock options in June 1996                                                                     
   (at $.80 to $11.00 per share)                 176,769             177         164,046                   
                                                                                                           
Exercise of stock options in Sept. 1996                                                                    
   (at $1.00 to $5.375 per share)                  4,228               4          12,076                   
                                                                                                           
Net change in unrealized gain (loss) on                                                                    
   marketable debt securities, available-                                                                  
   for-sale                                                                                                
                                                                                                           
Net loss                                                                                     (5,944,117)   
                                            ------------    ------------    ------------   ------------    
                                                                                                           
Balance at September 30, 1996                  9,406,673    $      9,407    $ 61,344,240   $(17,667,431)   
                                            ============    ============    ============   ============    
<CAPTION>
                                                                                             Unrealized
                                                                              Notes        gain (loss) on
                                                                            Receivable     Marketable Debt
                                                   Treasury Stock          from Issuance    Securities,
                                            ---------------------------      of Common     Available-for-
                                               Shares         Amount           Stock           Sale            Total
                                            ------------   ------------    ------------    -------------   ------------
<S>                                                  <C>   <C>             <C>             <C>             <C>         
Balance at January 1, 1996                           345   $     (4,226)   $     (7,000)   $    133,889    $ 21,677,405
                                            
Exercise of stock options in Jan. 1996      
   (at $.80 to $5.25 per share)                                                                                  15,514
                                            
Exercise of stock options in Feb. 1996      
   (at $.80 to $6.75 per share)                                                                                  23,653
                                            
Exercise of stock options in Mar. 1996      
   (at $.80 to $6.75 per share)                                                                                   1,896
                                            
Issuance of common stock for cash           
   on June 7, 1996 (at $15.00               
   per share) net of offering costs         
   of $2,141,775                                                                                             27,858,225
                                            
Exercise of stock options in June 1996      
   (at $.80 to $11.00 per share)                                                                                164,223
                                            
Exercise of stock options in Sept. 1996     
   (at $1.00 to $5.375 per share)                                                                                12,080
                                            
Net change in unrealized gain (loss) on     
   marketable debt securities, available-   
   for-sale                                                                                    (138,615)       (138,615)
                                            
Net loss                                                                                                     (5,944,117)
                                            ------------   ------------    ------------    ------------    ------------
                                            
Balance at September 30, 1996                        345   $     (4,226)   $     (7,000)   $     (4,726)   $ 43,670,264
                                            ============   ============    ============    ============    ============
</TABLE>




                                       8
<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements which involve risks
and uncertainties. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors discussed in this section.

RESULTS OF OPERATIONS

Revenues.

Total revenues increased by $7,900 or 2.0% for the three months ended September
30, 1996 as compared to the corresponding period in 1995 and by $20,200 or 1.7%
for the nine months ended September 30, 1996 as compared to the corresponding
period in 1995. The increase is primarily a result of revenues from Fentanyl
Oralet(R), the Company's first product. Substantially all revenues in both
years were from development funding and milestone payments under collaborative
agreements with Abbott Laboratories (Abbott) relating to the Actiq cancer pain
program (See Note 5 to Financial Statements). Amounts earned under the
collaborative agreements with Abbott may vary substantially in the future.

Under the Company's agreement with Abbott, Abbott manufactures Fentanyl Oralet
and sells it to the Company at a price which reflects Abbott's cost of
manufacturing. The Company resells the product to Abbott at a price which
results in a gross profit to the Company ranging from approximately 40% to 70%.
In addition, the Company is entitled to receive a royalty on product sales by
Abbott.

Operating Expenses.

Research and development expenses increased by $671,500 or 50% for the three
months ended September 30, 1996 as compared to the corresponding period in 1995
and by $2,304,500 or 67% for the nine months ended September 30, 1996 as
compared to the corresponding period in 1995. The increase in research and
development expenses is due primarily to higher expenditures for the Actiq
cancer pain clinical development program (See Note 5 to Financial Statements),
new product development and other expenditures for product development,
including clinical trials. The Company expects that its research and
development expenses will grow significantly during the remainder of 1996 as a
result of increased expenses related to the hiring of additional personnel,
preclinical studies, clinical trials, product development and process
development activities.

Depreciation expense increased by $21,800 or 61% for the three months ended
September 30, 1996 as compared to the corresponding period in 1995 and by
$96,700 or 120% for the nine months ended September 30, 1996 as compared to the
corresponding period in 1995. The increase is primarily due to a decrease in
the estimated useful life of specific leasehold improvements.

Marketing, general and administrative expenses increased by $414,800 or 88% for
the three months ended September 30, 1996 as compared to the corresponding
period in 1995 and by $1,302,800 or 113% for the nine months ended September
30, 1996 as compared to the corresponding period in 1996. The increase in
marketing, general and administrative expenses is due primarily to higher
expenditures for corporate development activities, marketing research, Actiq
pre-marketing activities, rent on new facilities, patent activities and
equipment leasing. The Company expects that its marketing, general and
administrative expenses will increase significantly during the remainder of
1996 as a result of the increased support required for research and
development, marketing research, patent, and corporate development activities.




                                       9
<PAGE>   11


Non Operating Income (Expense).

Interest income increased by $249,800 for the three months ended September 30,
1996 as compared to the corresponding period in 1995 and increased by $151,500
for the nine months ended September 30, 1996 as compared to the corresponding
period in 1995. The increase is primarily due to invested net proceeds of
$27,858,225 from the Company's secondary offering in June 1996.

Interest expense decreased by $6,100 for the three months ended September 30,
1996 as compared to the corresponding period in 1995 and increased by $10,600
for the nine months ended September 30, 1996 as compared to the corresponding
period in 1995. The decrease for the three months is primarily due to a lower
balance of capital lease obligations. The increase for the nine months is
primarily due to interest expense related to borrowings on the Company's
revolving/term loan in 1995.

Accounting Change.

Effective January 1, 1995, the Company changed its method of accounting for
external legal costs related to patents. Prior to the change, the Company
capitalized these costs and amortized them over the term of the related patent.
Under the new method, these costs are expensed as incurred.

Net Loss.

As a result of the increase in research and development, marketing, general and
administrative activities and other factors discussed above, the net loss for
the three months ended September 30, 1996 was $2,010,400 or $0.21 per share as
compared to $1,152,200 or $0.16 per share for the same period in 1995. The net
loss for the nine months ended September 30, 1996 was $5,944,100 or $0.73 per
share as compared to $3,439,600 or $0.48 per share for the same period in 1995.
The net loss for the nine months ended September 30, 1995 includes the
cumulative effect of a change in accounting for patent costs of $1,041,000 or
$0.15 per share.

LIQUIDITY AND CAPITAL RESOURCES

In June 1996 the Company realized net proceeds of $27,858,225 through the
issuance of common stock in a secondary offering. As of September 30, 1996, the
Company had cash and cash equivalents totaling $27,902,900, $1,377,000 in a
certificate of deposit used as collateral for a revolving/term loan as
described below and $14,150,800 in marketable debt securities which are
available for sale. Thus cash, cash equivalents, certificate of deposit and
marketable debt securities totaled $43,430,700 as of September 30, 1996. Cash
in excess of immediate requirements is invested according to the Company's
investment policy, which provides guidelines with regard to liquidity and
return, and, wherever possible, seeks to minimize the potential effects of
concentration of credit risk.

The Company used cash in operating activities of $6,142,700 for the nine months
ended September 30, 1996 compared to $3,130,200 for the corresponding period in
1995. The increase in cash used in the period is a direct result of the
increase in research and development and marketing, general and administrative
activities discussed above.

During the nine months ended September 30, 1996, the Company made capital
expenditures of approximately $40,900, as compared to capital expenditures of
$1,235,500 during the corresponding period in 1995. The decrease in capital
expenditures is due to the completion of the Company's remodeling of new
facilities in May 1995. In order to help finance the remodeling of new
facilities, the Company, in January 1995, secured a revolving/term loan in the
amount of $1,500,000 (See Note 4 to Financial Statements), of which $1,500,000
was funded during the nine months ended September 30, 1995.




                                      10
<PAGE>   12


During the nine months ended September 30, 1996, the Company realized cash
proceeds of $217,400 relating to the exercise of stock options as compared to
$88,300 during the corresponding period in 1995.

During the nine months ended September 30, 1996, the Company made principal
payments on capital lease obligations of $15,000 as compared to $31,000 for the
corresponding period in 1995.

The Company expects to continue to incur substantial expenses related to the
continuation and expansion of research and development, including clinical
trials, and increased marketing, general and administrative activities over at
least the next several years. The Company anticipates that the existing cash,
cash equivalents and marketable debt securities, interest earned thereon, and
funding under the 1996 agreement with Abbott provides adequate working capital
through 1999.

The Company's working capital requirements may change depending on numerous
factors, including the following, the progress of the Company's research and
development programs, the results of clinical studies, the number and nature of
the indications the Company pursues in clinical studies, the timing of
regulatory approvals, technological advances, determinations as to the
commercial potential of the Company's products, the status of competitive
products, the establishment of collaborative relationships with other companies
and other factors.

In June 1996, the Financial Accounting Standards Board issued SFAS No. 125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. SFAS No. 125 becomes effective at the beginning of 1997. The
Company does not believe that SFAS No. 125 will have a significant impact on
the financial statements of the Company.





                                      11
<PAGE>   13

Part II. Other Information

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

          a)   Exhibits.

               (27) Financial Data Schedule

          b)   Reports on Form 8-K.

               None.





                                       12
<PAGE>   14
                                   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.


Date: November 14, 1996                 ANESTA CORP.


                                        By:   /s/ William C. Moeller
                                           ------------------------------
                                           William C. Moeller, President,
                                           Chief Executive Officer and
                                           Treasurer
                                           (Authorized Signatory and
                                           Principal Financial Officer)




                                        By:    /s/ Roger P. Evans
                                           ------------------------------
                                           Roger P. Evans, Controller
                                           (Principal Accounting Officer)





                                       13

<PAGE>   15
                              INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
<S>           <C>
  27          -  Financial Data Schedule

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          27,903
<SECURITIES>                                    14,151
<RECEIVABLES>                                      474
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                43,132
<PP&E>                                           2,308
<DEPRECIATION>                                     558
<TOTAL-ASSETS>                                  46,141
<CURRENT-LIABILITIES>                              921
<BONDS>                                          1,200
                                0
                                          0
<COMMON>                                             9
<OTHER-SE>                                      43,661
<TOTAL-LIABILITY-AND-EQUITY>                    46,141
<SALES>                                             70
<TOTAL-REVENUES>                                 1,200
<CGS>                                               23
<TOTAL-COSTS>                                    8,409
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  84
<INCOME-PRETAX>                                (5,944)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (5,944)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (5,944)
<EPS-PRIMARY>                                   (0.73)
<EPS-DILUTED>                                   (0.73)
        

</TABLE>


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