FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A Commission file number 0-12984 ADVANCED TOBACCO PRODUCTS, INC. (Exact name of registrant as specified in its charter) TEXAS 74-2285214 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 16607 Blanco Road, Suite 1504, San Antonio, Texas 78232 (Address of principal executive offices) (Zip Code) (210) 408-7077 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No N/A APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 8,192,136 as of March 31, 2000 ADVANCED TOBACCO PRODUCTS, INC. PART I - FINANCIAL INFORMATION dba ADVANCED THERAPEUTIC ITEM 1: Financial Statements PRODUCTS, INC. BALANCE SHEETS (Unaudited) (Audited) March 31 September 30 2000 1999 ASSETS: CURRENT ASSETS: Cash & cash equivalents $ 40,277 $ 689,801 Investments 491,351 790,836 Royalties Receivable 171,682 140,078 Other Receivables -0- 1,587 Total current assets: $ 703,310 $1,622,302 LICENSE AGREEMENTS, Net: 166,513 174,443 INVESTMENTS: 935,037 953,379 TOTAL ASSETS: $1,804,860 $2,750,124 LIABILITIES AND SHAREHOLDERS' EQUITY: LIABILITIES: Accounts payable $ 4,961 $ 14,074 TOTAL LIABILITIES: 4,961 14,074 SHAREHOLDERS' EQUITY: Common stock, $.01 par value; 30,000,000 shares authorized; 8,192,136 shares and 8,092,136 shares issued and outstanding as of March 31, 2000, and September 30,1999 respectfully 81,922 80,922 Additional paid-in-capital 12,587,628 12,544,878 Accumulated deficit (10,869,651) (9,889,750) TOTAL STOCKHOLDERS' EQUITY: 1,799,899 2,736,050 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY: $1,804,860 $2,750,124 ADVANCED TOBACCO PRODUCTS, INC. dba ADVANCED THERAPEUTIC PRODUCTS, INC. STATEMENT OF INCOME (LOSS) (Unaudited) Three Months Ended March 31 2000 1999 REVENUES: Royalty Income, Net $ 182,153 $ 236,281 Total operating revenues: 182,153 236,281 EXPENSES: General and administrative 31,561 31,447 Total operating expenses: 31,561 31,447 INCOME FROM OPERATIONS: 150,592 204,834 OTHER INCOME: Interest Income 18,150 19,873 Total other income: 18,150 19,873 NET INCOME: $ 168,742 $ 224,707 WEIGHTED AVERAGED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 8,192,136 8,092,136 WEIGHTED AVERAGED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - ASSUMING DILUTION: 8,195,624 8,208,730 INCOME PER COMMON SHARE - BASIC AND ASSUMING DILUTION $ .02 $ .03 ADVANCED TOBACCO PRODUCTS, INC. dba ADVANCED THERAPEUTIC PRODUCTS, INC. STATEMENT OF INCOME (LOSS) (Unaudited) Six Months Ended March 31 2000 1999 REVENUES: Royalty Income, Net $274,016 $554,181 Total operating revenues: 274,016 554,181 EXPENSES: General and administrative 74,709 77,607 Total operating expenses: 74,709 77,607 INCOME (LOSS) FROM OPERATIONS: 199,307 476,574 OTHER INCOME: Interest Income 49,612 47,213 Total other income: 49,612 47,213 NET INCOME: $248,919 $523,787 WEIGHTED AVERAGED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 8,104,533 8,092,136 WEIGHTED AVERAGED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING - ASSUMING DILUTION: 8,149,953 8,206,066 INCOME PER COMMON SHARE - BASIC AND ASSUMING DILUTION $ .03 $ .06 ADVANCED TOBACCO PRODUCTS, INC. dba ADVANCED THERAPEUTIC PRODUCTS, INC. STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended March 31 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net income: $248,919 $523,787 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of license agreements 7,930 3,340 Amortization of discount on investments(33,580) (35,989) Increase in cash flows from changes in operating assets and liabilities Accrued royalties -0- 117,670 Royalties receivable (30,017) (22,178) Accounts payable (9,113) (4,209) Net cash provided by operating activities: 184,139 (582,421) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of license agreements and patent expenses -0- (5,614) Purchase of investments (148,593) (499,359) Sale of investments 500,000 278,000 Net cash used in investing activities: 351,407 (226,973) CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of Stock Options 43,750 -0- Dividends Paid (1,228,820) (566,450) Net cash used in financing activities: (1,185,070) (566,450) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS: (649,524) (211,002) CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD: 689,801 449,481 CASH & CASH EQUIVALENTS AT END OF PERIOD: $ 40,277 $238,479 NOTES TO FINANCIAL STATEMENTS The condensed financial statements included herein have been prepared by Advanced Tobacco Products, Inc., dba Advanced Therapeutic Products, Inc. ("ATP") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. However, all adjustments have been made to the accompanying financial statements which are, in the opinion of ATP's management, necessary for the fair presentation of ATP's results of operations for the period covered. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although ATP believes that the disclosures are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in ATP's Annual Report on Form 10-K as of September 30, 1999. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operation RESULTS OF OPERATIONS In 1987, ATP sold patented nicotine technology, which forms the basis of the Nicorette(r)/Nicotrol(r) Inhaler ("Inhaler"), to what is now known as Pharmacia Corporation("PHA") in exchange for product payments. Product payments from the non U.S. sales of the Inhaler are 3% of PHA's net sales to pharmacy distributors. Product payments from the sales of the Inhaler in the U.S. are 9.9% of PHA's net sales to McNeil Consumer Health Care ("McNeil"), a Johnson & Johnson Company, which markets the Inhaler to pharmacies. Product payments are payable on a country by country basis for the greater of 10 years following the date of the first commercial sale or the expiration of all issued patents enforceable in such countries. If the net sales to pharmacy distributors cannot be obtained or are not disclosed, as is the case with regard to McNeil, net sales are determined by multiplying the net sales of PHA to McNeil by 3.3 (in effect, 9.9% of PHA's sales to McNeil). There are product payment limitations in the event of the sale of a nicotine vapor product competitive with the Inhaler. There are product payment limitations when product payment calculations exceed certain ceilings, as more completely described in ATP's Annual Report on Form 10-K as of September 30, 1999. McNeil launched the Inhaler nationwide in the U.S. as a prescription product in September 1998. PHA has introduced the Inhaler, primarily as an over-the-counter product, in the United Kingdom, Mexico, Australia, Norway, Sweden, Denmark, Italy, Austria, The Netherlands, Belgium, Finland, Iceland, Gibraltar, New Zealand, Ireland and Hong Kong. ATP understands that additional country launches are planned by PHA to occur as regulatory approvals are granted. The Inhaler is the first and only form of Nicotine replacement therapy ("NRT") designed to help control a smoker's cravings for cigarettes while providing a key behavioral component of smoking--the hand-to-mouth ritual. The Inhaler consists of a mouthpiece and a cartridge containing nicotine. The user puffs on the mouthpiece to inhale the nicotine which is then absorbed through the lining of the mouth. In September 1992, ATP obtained an exclusive worldwide license to certain dry powder nicotine inhaler technology from Duke University. ATP has obtained several patents covering this technology. ATP believes that a dry powder nicotine inhaler has the potential to be a future generation NRT. Effective as of October 1993, ATP has an agreement with PHA under which, among other matters, ATP has the right to receive a royalty equal to .1% of net revenues received by PHA from the sale of any product using a nicotine impermeable copolymer technology. Under the terms of the agreement, ATP now receives royalties from the sales of PHA's Nicorette(r)/Nicotrol(r) Patch. LIQUIDITY AND CAPITAL RESOURCES Cash resources, including investments, available on March 31, 2000, were approximately $1,467,000, as compared to approximately $1,944,000 as of March 31, 1999. On January 10, 2000, ATP paid dividends aggregating $1,228,820 or 15 cents per share. COMPARISON OF SELECTED FINANCIAL DATA Operating Revenues for the six month period ending March 31, 2000, decreased to $274,016, as compared to $554,181 for the six month period ending March 31, 1999. This decrease is due to a decrease in Inhaler product payments from PHA. Interest income for the six month period ending March 31, 2000, increased to $49,612, as compared to $47,213 for the six month period ending March 31, 1999. This increase is primarily due to minor variations in interest earned on investments. Net income for the six month period ending March 31, 2000, decreased to $248,919, as compared to $523,787 for the six month period ending March 31, 1999. This decrease is due to a decrease in Inhaler Product payments from PHA. General and administrative expenses for the six month period ending March 31, 2000, decreased to $74,709, as compared to $77,607 for the six month period ending March 31, 1999. This decrease is primarily due to minor variations in administrative costs. PART II - OTHER INFORMATION Item 1: Legal Proceedings. None Item 2: Changes in Securities and Use of Proceeds. None Item 3: Defaults Upon Senior Securities. None Item 4: Submission of Matters to a Vote of Security Holders. None Item 5: Other Information. None Item 6: Exhibits and Reports on Form 8-K. None - 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. ADVANCED TOBACCO PRODUCTS. INC. (Registrant) Dated: May 15, 2000 By:/s/ J. W. Linehan J.W. Linehan, Chief Executive Officer and Chief Accounting Officer 9