ANESTA CORP /DE/
10-Q, 1997-08-14
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 June 30, 1997.

[ ]  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                          9,496,187
               Class                             Outstanding at August 8, 1997



<PAGE>   2

                                  ANESTA CORP.
                                     INDEX

<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                 PAGE NO.
                                                                               --------
<S>                                                                               <C>
Balance Sheets -
         June 30, 1997 (unaudited) and December 31, 1996                          2

Statements of Operations -
         for the three and six months ended June 30, 1997 and 1996 (unaudited)
         and the period from inception (August 1, 1985)
         to June 30, 1997 (unaudited)                                             3

Statements of Cash Flows -
         for the six months ended June 30, 1997 and 1996 (unaudited)
         and the period from inception (August 1, 1985) to
         June 30, 1997 (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>
                                                             June 30,       December 31,
   ASSETS                                                      1997            1996
                                                           ------------    ------------
                                                           (Unaudited)
<S>                                                        <C>             <C>         
Current assets:
   Cash and cash equivalents                               $ 16,235,725    $ 22,807,608
   Current portion of certificate of deposit                    255,000         153,000
   Marketable debt securities,
    available-for-sale                                       18,235,191      17,173,950
   Accounts receivable                                           89,278         485,648
   Prepaid expenses and other current assets                    758,167         291,983
                                                           ------------    ------------
      Total current assets                                   35,573,361      40,912,189
                                                           ------------    ------------

Property and equipment, at cost:
   Furniture and equipment                                      870,156         847,521
   Leasehold improvements                                     1,477,929       1,476,743
   Accumulated depreciation                                    (735,829)       (617,058)
                                                           ------------    ------------
                                                              1,612,256       1,707,206
                                                           ------------    ------------


Other assets:
   Certificate of deposit                                     1,938,000       1,224,000
   Other assets                                                 506,295         115,474
                                                           ------------    ------------
                                                              2,444,295       1,339,474
                                                           ------------    ------------




      Total assets                                         $ 39,629,912    $ 43,958,869
                                                           ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                        $    465,740    $    518,965
   Accrued liabilities
     Accrued compensation                                       400,130         332,020
     Accrued research and development costs                     200,000         200,000
     Other                                                       67,979          92,503
   Current portion of notes payable                             250,000         150,000
                                                           ------------    ------------
       Total current liabilities                              1,383,849       1,293,488

Unearned advance royalty revenues                               350,000         350,000
Notes payable                                                 1,900,000       1,200,000
                                                           ------------    ------------
       Total liabilities                                      3,633,849       2,843,488
                                                           ------------    ------------

Stockholders' equity:
   Common stock, par value, $.001 per share; Authorized:
     15,000,000 shares; Issued: 9,490,907
     in 1997 and 9,440,129 in 1996                                9,491           9,440
   Additional paid-in capital                                61,660,901      61,531,623
   Deficit accumulated during the development stage         (25,672,396)    (20,413,153)
   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                                           9,293          (1,303)
                                                           ------------    ------------
       Total stockholders' equity                            35,996,063      41,115,381
                                                           ------------    ------------
       Total liabilities and stockholders' equity          $ 39,629,912    $ 43,958,869
                                                           ============    ============
</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             Six months ended       
                                                  ----------------------------    --------------------------- Period from inception
                                                    June 30,        June 30,       June 30,         June 30,  (August 1, 1985) to
                                                      1997            1996           1997            1996        June 30, 1997 
                                                  ------------    ------------    ------------    ------------ --------------------
<S>                                               <C>             <C>             <C>             <C>             <C>         
Revenues:
   Product sales                                  $     34,970    $     30,366    $     59,201    $     49,950    $    249,632
   Royalty revenue                                       1,036             887           1,753           1,458         107,344
   Revenues from contract research                                     375,000                         750,000       9,978,931
                                                  ------------    ------------    ------------    ------------    ------------
      Total revenues                                    36,006         406,253          60,954         801,408      10,335,907
                                                  ------------    ------------    ------------    ------------    ------------
Operating costs and expenses:
   Cost of goods sold                                   10,122           9,387          17,144          15,440          84,833
   Royalties                                             1,080             938           1,829           1,542           9,329
   Research and development                          1,532,848       1,961,339       3,349,299       3,755,914      26,195,061
   Depreciation and amortization                        59,628          60,210         119,188         120,198         946,744
   Marketing, general and administrative             1,305,805         951,307       2,841,109       1,562,785      12,198,680
                                                  ------------    ------------    ------------    ------------    ------------

      Total costs and expenses                       2,909,483       2,983,181       6,328,569       5,455,879      39,434,647
                                                  ------------    ------------    ------------    ------------    ------------

      Loss from operations                          (2,873,477)     (2,576,928)     (6,267,615)     (4,654,471)    (29,098,740)

Non operating income (expense):
   Interest income                                     489,514         461,686       1,061,464         769,739       5,405,821
   Interest expense                                    (36,724)        (31,248)        (55,990)        (57,261)       (408,974)
   Other                                                 3,683           8,387           3,708           8,393         (35,653)
                                                  ------------    ------------    ------------    ------------    ------------
                                               
    Loss before provision for income           
      taxes, extraordinary item and cumulative  
      effect of change in accounting                (2,417,004)     (2,138,103)     (5,258,433)     (3,933,600)    (24,137,546)

Provision for income taxes                                                                (810)           (100)        (24,215)
                                                  ------------    ------------    ------------    ------------    ------------
                                                
    Loss before extraordinary item and          
      cumulative effect of change in accounting     (2,417,004)     (2,138,103)     (5,259,243)     (3,933,700)    (24,161,761)

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)
                                                  ------------    ------------    ------------    ------------    ------------
         Net loss                                 $ (2,417,004)   $ (2,138,103)   $ (5,259,243)   $ (3,933,700)   $(25,180,512)
                                                  ============    ============    ============    ============    ============

Loss per common share amounts--
   Loss before extraordinary item and cumulative
     effect of change in accounting               $      (0.25)   $      (0.27)   $      (0.56)   $      (0.52)

   Cumulative effect of change in accounting
                                                  ------------    ------------    ------------    ------------

   Net loss per common share                      $      (0.25)   $      (0.27)   $      (0.56)   $      (0.52)
                                                  ============    ============    ============    ============

Shares used in computing net
   loss per common share                             9,485,378       7,951,101       9,473,810       7,586,005
                                                  ============    ============    ============    ============
</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>
                                                                       Six months ended         
                                                               -------------------------------- Period from inception
                                                                   June 30,        June 30,      (August 1, 1985) to
                                                                    1997             1996           June 30, 1997
                                                               --------------    --------------    --------------
<S>                                                            <C>               <C>               <C>            
Cash flows from operating activities:
   Net loss                                                    $   (5,259,243)   $   (3,933,700)   $  (25,180,512)
   Adjustments to reconcile net loss to net cash
     used in operating activities
      Cumulative effect of change in accounting                                                         1,041,047
      Depreciation and amortization                                   119,188           120,198           946,744
      Debt conversion expense                                                                             101,330
      Interest converted to equity                                                                         94,104
      Compensatory stock options and stock                                                                  3,539
      (Gain) loss on retirement of assets                                 302            (8,387)           62,680
      Increase (decrease) due to changes in:
       Accounts receivable                                            396,369           (48,479)          (89,278)
       Prepaid expenses and other current assets                     (466,184)         (339,748)         (758,167)
       Other assets                                                  (390,821)            1,229          (508,873)
       Accounts payable                                               (53,225)          193,692           465,740
       Accrued liabilities                                             43,586           (88,990)          668,109
       Unearned advance royalty revenues                                                                  350,000
                                                               --------------    --------------    --------------
        Net cash used in operating activities                      (5,610,028)       (4,104,185)      (22,803,537)
                                                               --------------    --------------    --------------

Cash flows from investing activities:
   Capital expenditures                                               (24,564)          (24,856)       (2,345,152)
   Proceeds from sale of assets                                            25               150            10,250
   Costs associated with license agreements                                                            (1,109,533)
   Advances to employees                                                                                   (1,650)
   Purchase of marketable debt securities,
      available-for-sale                                           (6,030,428)       (5,384,626)      (45,657,963)
   Proceeds from sale of marketable debt securities,
      available-for-sale                                            4,979,783         8,363,528        27,413,661
   Purchase of treasury bills                                                                          (1,174,419)
   Proceeds from maturity of treasury bills                                                             1,174,419
   Purchase of certificate of deposit                                (816,000)                         (2,346,000)
   Proceeds from maturity of certificate of deposit                                                       153,000
                                                               --------------    --------------    --------------
        Net cash provided by (used in) investing activities:       (1,891,184)        2,954,196       (23,883,387)
                                                               --------------    --------------    --------------

Cash flows from financing activities:
   Principal payments on notes payable                                                                   (187,500)
   Proceeds from issuance of notes payable                            800,000                           3,337,700
   Principal payments on obligations under capital leases                               (12,983)         (194,488)
   Proceeds from issuance of common stock                             129,329        28,263,858        59,921,702
   Collections on notes receivable from
      issuance of common stock                                                                             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                     929,329        28,250,875        62,922,649
                                                               --------------    --------------    --------------

Net increase (decrease) in cash and cash equivalents               (6,571,883)       27,100,886        16,235,725
Cash and cash equivalents at beginning of period                   22,807,608         3,540,147
                                                               --------------    --------------    --------------
Cash and cash equivalents at end of period                     $   16,235,725    $   30,641,033    $   16,235,725
                                                               ==============    ==============    ==============
</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>
                                                    Six months ended            
                                               ---------------------------   Period from inception
                                                June 30,        June 30,      (August 1, 1985) to
                                                  1997            1996           June 30, 1997
                                               ------------    -----------   ----------------------
<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 June 30, 1997, and the
        results of its operations for the three and six months ended June 30,
        1997 and 1996 and for the period from inception (August 1, 1985) to
        June 30, 1997, and its cash flows for the six months ended June 30,
        1997 and 1996 and for the period from inception (August 1, 1985) to
        June 30, 1997. 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,
        1996.

        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 June 30, 1997 has not been
        presented as such information is not considered to be relevant or
        meaningful.

2.      Cash and Cash Equivalents and Marketable Debt Securities:

        At June 30, 1997, 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 six months ended June 30, 1997
        and 1996 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 Agreements:

        On January 11, 1995, the Company entered into a revolving/term
        promissory note in the amount of $1.5 million and 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. Additionally,
        on March 20, 1997 the Company entered into a 8 year term note for an
        additional $800,000, for a total of $2.3 million. The agreements
        provide for a constant interest rate of "160 basis points" above the
        financial institution's certificate of deposit rate (5.25% at June 30,
        1997). As of June 30, 1997 one payment in the amount of $150,000 had
        been made leaving a balance of $2,150,000. A second payment of $150,000
        will be made on July 15, 1997 and thereafter, yearly payments of
        $250,000 will be made on approximately July 15 of the next 8 years
        beginning on July 15, 1998. Borrowings under the agreement are
        collateralized by a certificate of deposit in the amount of $2,193,000,
        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 provided $1,500,000 of funding to further the
        clinical development of Actiq(TM) to treat cancer-related pain (the
        "Actiq Cancer Pain Program"). Under the agreement, the Company provided
        additional funding required for this program during the year ended
        December 31, 1996 and completed certain program milestones.




                                       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, 1997 to June 30, 1997:

<TABLE>
<CAPTION>
                                                                                                                                  
                                                                                         Deficit                                  
                                                          Common Stock                  Accumulated                               
                                            -----------------------------------------   During the          Treasury Stock        
                                                                            Paid-in     Development    -------------------------  
                                              Shares         Amount         Capital       Stage          Shares        Amount      
                                            -----------    -----------    -----------  ------------    -----------   -----------  
<S>                                         <C>            <C>            <C>           <C>            <C>           <C>          
Balance at January 1, 1997                  $ 9,440,129    $     9,440    $61,531,623  $(20,413,153)   $       345   $    (4,226) 
                                                                                                                                  
Exercise of stock options in Feb. 1997                                                                                            
   (at $.80 per share)                           28,563             28         22,822                                             
                                                                                                                                  
Exercise of stock options in Mar. 1997                                                                                            
   (at $.80 to $6.75 per share)                  10,250             11         18,765                                             
                                                                                                                                  
Exercise of stock options in Apr. 1997                                                                                            
   (at $1.00 per share)                             400                           400                                             
                                                                                                                                  
Exercise of stock options in May 1997                                                                                             
   (at $5.00 to $11.00 per share)                 7,578              8         64,139                                             
                                                                                                                                  
Exercise of stock options in June 1997                                                                                            
   (at $.80 to $12.75 per share)                  3,987              4         23,152                                             
                                                                                                                                  
Net change in unrealized gain on                                                                                                  
   marketable debt securities, available-                                                                                         
   for-sale                                                                                                                       
                                                                                                                                  
Net loss                                                                                 (5,259,243)                              
                                            -----------    -----------    -----------  ------------    -----------   -----------  
Balance at June 30, 1997                    $ 9,490,907    $     9,491    $61,660,901  $(25,672,396)   $       345   $    (4,226) 
                                            ===========    ===========    ===========  ============    ===========   ===========  

<CAPTION>
                                                            Unrealized
                                                Notes      gain (loss) on
                                              Receivable   Marketable Debt
                                            from Issuance   Securities,
                                              of Common    Available-for-
                                                Stock           Sale         Total
                                             -----------    -----------    -----------
<S>                                          <C>            <C>             <C>       
Balance at January 1, 1997                   $    (7,000)   $    (1,303)   $41,115,381
                                            
Exercise of stock options in Feb. 1997      
   (at $.80 per share)                                                          22,850
                                                                                      
Exercise of stock options in Mar. 1997                                                
   (at $.80 to $6.75 per share)                                                 18,776
                                                                                      
Exercise of stock options in Apr. 1997                                                
   (at $1.00 per share)                                                            400
                                                                                      
Exercise of stock options in May 1997                                                 
   (at $5.00 to $11.00 per share)                                               64,147
                                                                                
Exercise of stock options in June 1997      
   (at $.80 to $12.75 per share)                                                23,156
                                            
Net change in unrealized gain on            
   marketable debt securities, available-   
   for-sale                                                      10,596         10,596
                                            
Net loss                                                                    (5,259,243)
                                             -----------    -----------    -----------
Balance at June 30, 1997                     $    (7,000)   $     9,293    $35,996,063
                                             ===========    ===========    ===========
</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 decreased by $370,200 or 91.1% for the three months ended June
30, 1997 as compared to the corresponding period in 1996 and by $740,500 or
92.4% for the six months ended June 30, 1997 as compared to the corresponding
period in 1996. The decrease is primarily a result of the completion of funding
by Abbott in 1996 under a collaborative funding agreement. Substantially all
revenues in the period ended June 30, 1996 were from development funding under a
collaborative agreement with Abbott relating to the Actiq cancer pain program.

Under the Company's agreements with Abbott, Abbott manufactures Anesta's
OT-fentanyl product line (Fentanyl Oralet(R) and Actiq) and sells these
products to the Company at a price which reflects Abbott's cost of
manufacturing. The Company then sells the products to Abbott at a price related
to Abbott's selling price which results in a gross profit to the Company
ranging from approximately 40-70%. In addition, the Company is entitled to
receive a royalty on OT-fentanyl product sales by Abbott.

Operating Expenses.

Research and development expenses decreased by $428,500 or 21.8% for the three
months ended June 30, 1997 as compared to the corresponding period in 1996 and
by $406,600 or 10.8% for the six months ended June 30, 1997 as compared to the
corresponding period in 1996. The decrease in research and development expenses
is due to higher expenditures in 1996 related to the Actiq cancer pain clinical
research program. The Company expects that its research and development
expenses will increase in the future as a result of increased expenses related
to the hiring of additional personnel, preclinical studies, clinical trials,
product development and manufacturing process development activities.

Depreciation expense decreased by $600 or 1.0% for the three months ended June
30, 1997 as compared to the corresponding period in 1996 and by $1,000 or 0.8%
for the six months ended June 30, 1997 as compared to the corresponding period
in 1996.

Marketing, general and administrative expenses increased by $354,500 or 37.3%
for the three months ended June 30, 1997 as compared to the corresponding
period in 1996 and by $1,278,300 or 81.8% for the six months ended June 30,
1997 as compared to the corresponding period in 1996. The increase in
marketing, general and administrative expenses is due primarily to higher
expenditures for personnel, corporate development activities, marketing
research, Actiq pre-marketing activities, and equipment leasing. The Company
expects that its marketing and general and administrative expenses will
increase in the future as a result of the increased support required for
marketing research, Actiq pre-launch market development and market launch
activities, and corporate development activities.




                                       9
<PAGE>   11


Non Operating Income (Expense).

Interest income increased by $27,800 or 6.0% for the three months ended June
30, 1997 as compared to the corresponding period in 1996 and by $291,700 or
37.9% for the six months ended June 30, 1997 as compared to the corresponding
period in 1996. The increase is primarily due to invested net proceeds of
$27,858,225 from the Company's secondary offering in June 1996.

Interest expense increased by $5,500 or 17.6% for the three months ended June
30, 1997 as compared to the corresponding period in 1996 and decreased by
$1,300 or 2.3% for the six months ended June 30, 1997 as compared to the
corresponding period in 1996. The increase for the three months ended June 30,
1997 is primarily due to increased borrowings under the term note (See Note 4
to Financial Statements) and the decrease for the six months ended June 30,
1997 is primarily due to a lower balance of capital lease obligations.

Net Loss.

As a result of the decrease in total revenues, marketing, general and
administrative activities and other factors discussed above, the net loss for
the three months ended June 30, 1997 was $2,417,000 or $0.25 per share as
compared to $2,138,100 or $0.27 per share for the same period in 1996. The net
loss for the six months ended June 30, 1997 was $5,259,200 or $0.56 per share
as compared to $3,933,700 or $0.52 per share for the same period in 1996

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 June 30, 1997, the
Company had cash and cash equivalents totaling $16,235,700, $2,193,000 in a
certificate of deposit used as collateral for a revolving/term loan (See Note 4
to Financial Statements) and $18,235,200 in marketable debt securities which
are available for sale. Thus cash, cash equivalents, certificate of deposit and
marketable debt securities totaled $36,663,916 as of June 30, 1997. 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 $5,610,000 for the six months
ended June 30, 1997 compared to $4,104,200 for the corresponding period in
1996. The increase in cash used in the period is a direct result of the
increase in marketing, general and administrative activities discussed above.

During the six months ended June 30, 1997, the Company made capital
expenditures of approximately $24,600, as compared to capital expenditures of
$24,900 during the corresponding period in 1996.

During the six months ended June 30, 1997, the Company realized cash proceeds
of $129,300 relating to the exercise of stock options as compared to $205,300
during the corresponding period in 1996.

During the six months ended June 30, 1997, the Company made no principal
payments on capital lease obligations as compared to $13,000 for the
corresponding period in 1996.




                                      10
<PAGE>   12


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, and interest earned thereon
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
individual products and new 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.




                                      11
<PAGE>   13
Part II. Other Information

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

     The Annual Meeting of Stockholders was held on June 17, 1997, at which the
stockholders elected eight directors to each serve until the next annual
meeting of stockholders and until his successor is elected and has qualified or
until such director's death, resignation or removal. Stockholders also approved
amendments to the Company's 1993 Stock Option Plan and the Company's 1993
Non-Employee Directors' Stock Option Plan and stockholders ratified the
selection of Coopers & Lybrand L.L.P. as independent auditors of the Company
for its fiscal year ending December 31, 1997. Votes were cast as follows:

<TABLE>
<CAPTION>
                                                     Votes Against
                                    Votes For         Or Withheld      Votes Abstained  Broker Non-Votes
                                    ---------         -----------      ---------------  ----------------
<S>                                 <C>                 <C>            <C>               <C>
Election of Directors:
   Edwin M. Kania, Jr.              8,356,326           254,520        Not Applicable    Not Applicable
   Thomas B. King                   8,356,526           254,320        Not Applicable    Not Applicable
   Richard H. Leazer                8,356,326           254,520        Not Applicable    Not Applicable
   William C. Moeller               8,356,526           254,320        Not Applicable    Not Applicable
   Emanuel M. Papper                7,718,216           892,630        Not Applicable    Not Applicable
   Daniel L. Kisner                 8,354,326           256,520        Not Applicable    Not Applicable
   Theodore H. Stanley              8,356,526           254,320        Not Applicable    Not Applicable
   Richard P. Urfer                 8,356,526           254,320        Not Applicable    Not Applicable
Approval of an amendment
   to the Company's 1993
   Stock Option Plan                4,478,336         2,834,736             10,350         1,287,424
Approval of an amendment
   to the Company's 1993
   Non-Employee Directors'
   Stock Option Plan                7,675,683           723,482              8,251           203,430
Ratification of Coopers &
   Lybrand L.L.P. as independent
   auditors for the fiscal year
   ending December 31, 1997         8,608,346               100             24,430            None
</TABLE>

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:   August 13, 1997                            ANESTA CORP.


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




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




                                      13

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          16,236
<SECURITIES>                                    18,235
<RECEIVABLES>                                       89
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                35,573
<PP&E>                                           2,348
<DEPRECIATION>                                     736
<TOTAL-ASSETS>                                  39,630
<CURRENT-LIABILITIES>                            1,384
<BONDS>                                          1,900
                                0
                                          0
<COMMON>                                             9
<OTHER-SE>                                      35,987
<TOTAL-LIABILITY-AND-EQUITY>                    39,630
<SALES>                                             59
<TOTAL-REVENUES>                                    61
<CGS>                                               19
<TOTAL-COSTS>                                    6,329
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  56
<INCOME-PRETAX>                                (5,258)
<INCOME-TAX>                                         1
<INCOME-CONTINUING>                            (5,259)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (5,259)
<EPS-PRIMARY>                                   (0.56)
<EPS-DILUTED>                                   (0.56)
        

</TABLE>


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