BIGMAR INC
10QSB, 2000-08-14
PHARMACEUTICAL PREPARATIONS
Previous: SICKBAY HEALTH MEDIA INC, NT 10-Q, 2000-08-14
Next: BIGMAR INC, 10QSB, EX-27, 2000-08-14



<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                   FORM 10-QSB


MARK ONE

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM           TO


                           COMMISSION FILE NO. 1-14416
                           ---------------------------
                                  BIGMAR, INC.
        (Exact name of small business issuer as specified in its charter)


              DELAWARE                                  31-1445779
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

        9711 SPORTSMAN CLUB ROAD                            43031
             JOHNSTOWN, OHIO                              (Zip Code)
(Address of principal executive offices)

         Issuer's telephone number, including area code: (740) 966-5800


Indicate by checkmark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 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 / /

As of August 9, 2000, 8,993,973 shares of common stock of the issuer were
outstanding.


                                       1
<PAGE>

                          BIGMAR, INC. AND SUBSIDIARIES

                                      INDEX


Part I           FINANCIAL INFORMATION:

Item 1           Financial Statements

                 Consolidated Condensed Balance Sheets as of June 30, 2000
                 and  December 31, 1999 (Unaudited)                           3

                 Consolidated Condensed Statements of Operations for the
                 quarters and six month periods ended June 30, 2000 and
                 1999 (Unaudited)                                             4

                 Consolidated Condensed Statements of Cash Flows for the
                 six months ended June 30, 2000 and 1999 (Unaudited)          5

                 Consolidated Statements of Comprehensive Loss for the
                 quarters and six month periods ended June 30, 2000 and
                 1999 (Unaudited)                                             6

                 Notes to the Consolidated Condensed Financial Statements
                (Unaudited)                                                   7

Item 2           Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                         11


Part II          OTHER INFORMATION:

Item 2 (c)       Changes in Securities - Recent Sales of Unregistered
                 Securities                                                  16

Item 6           Exhibits and Reports on Form 8-K                            16

                 Signatures                                                  17


                                            2

<PAGE>

                         BIGMAR, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                 June 30         December 31
                                                                                   2000              1999
                                                                                -----------      ------------
                                                                                (Unaudited)
<S>                                                                             <C>              <C>
                                  ASSETS
Current assets:
         Cash and cash equivalents                                              $   297,520       $   155,854
         Accounts receivable                                                      1,944,262         2,138,115
         Accounts receivable related party                                           75,852                 0
         Inventories                                                              2,551,475         2,470,234
         Prepaid expenses and other current assets                                  258,568           248,504
                                                                                -----------      ------------
                  Total current assets                                            5,127,677         5,012,707
Property, plant and equipment, net                                               13,422,754        14,380,877
Intangible  and other assets, net                                                   342,168           405,168
                                                                                -----------      ------------
                                    Total                                       $18,892,599       $19,798,752
                                                                                ===========      ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
         Accounts payable                                                         2,258,628         2,320,411
         Notes payable                                                            2,491,513         3,362,038
         Current portion of long-term debt                                          617,359           632,436
         Due to related party                                                     1,039,120                 0
         Accrued expenses and other current liabilities                           1,178,118           985,386
                                                                                -----------      ------------
                  Total current liabilities                                       7,584,738         7,300,271
Long-term debt                                                                   10,020,783        10,762,680
                                                                                -----------      ------------
                           Total liabilities                                     17,605,521        18,062,951
                                                                                -----------      ------------

Stockholders' equity:
         Preferred stock ($.001 par value; 5,000,000 shares authorized;
                  none issued)
         Common stock ($.001 par value; 20,000,000 shares authorized;
                  9,793,973 shares and 8,993,973 issued and outstanding at June
                  30, 2000 and December 31, 1999 respectively)                        9,794             8,994
         Additional paid-in capital                                              27,324,167        25,312,467
         Accumulated deficit                                                    (24,804,219)      (22,558,611)
         Foreign currency translation adjustments                                (1,242,664)       (1,027,049)
                           Total stockholders' equity                             1,287,078         1,735,801
                                    Total                                       $18,892,599       $19,798,752
</TABLE>

     See accompanying notes to consolidated condensed financial statements.


                                       3
<PAGE>

                         BIGMAR, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                 Second Quarter                      Six months
                                                         ----------------------------       ----------------------------
                                                            2000              1999             2000              1999
                                                         ----------        ----------       ----------        ----------
<S>                                                      <C>               <C>              <C>               <C>
Net sales                                                $2,115,739        $1,551,036       $3,895,460        $3,286,347
Cost of goods sold                                        1,888,117         1,202,909        3,168,282         2,445,037
                                                         ----------        ----------       ----------        ----------
Gross margin                                                227,622           348,127          727,178           841,310
                                                         ----------        ----------       ----------        ----------
Operating expenses:
         Research and development                           516,772           566,094        1,436,946         1,200,169
         Selling, general and administrative                855,187           824,362        1,580,532         1,863,095
                                                        -----------       -----------      -----------       -----------
                  Total operating expenses                1,371,959         1,390,456        3,017,478         3,063,264
                                                        -----------       -----------      -----------       -----------
Operating loss                                           (1,144,337)       (1,042,329)      (2,290,300)       (2,221,954)

Other income (expense), net                                 116,981            (5,875)         113,206           (12,119)
Interest expense                                           (211,447)         (180,654)        (442,309)         (368,120)
Gain (loss) on foreign currency transactions                (56,452)         (284,478)          11,958          (686,199)
                                                        -----------       -----------      -----------       -----------
Loss before income taxes and extraordinary item          (1,295,255)       (1,513,336)      (2,607,445)       (3,288,392)

Income taxes (benefit)                                            -                 -                -                 -

                                                        -----------       -----------      -----------       -----------
Loss before extraordinary item                           (1,295,255)       (1,513,336)      (2,607,445)       (3,288,392)

Extraordinary item-Gain on extinguishment
of debt, net of income taxes of $0                                -                 -          361,837                 -

                                                        -----------       -----------      -----------       -----------
Net loss                                                $(1,295,255)      $(1,513,336)     $(2,245,608)      $(3,288,392)
                                                        ===========       ===========      ===========       ===========
Basic and diluted loss per share from
continuing operations                                   $     (0.14)      $     (0.18)     $     (0.28)      $     (0.39)
                                                        ===========       ===========      ===========       ===========
Basic and diluted extraordinary gain per share          $         -       $         -      $      0.04       $         -
                                                        ===========       ===========      ===========       ===========
Basic and diluted net loss per share                    $     (0.14)      $     (0.18)     $     (0.24)      $     (0.39)
                                                        ===========       ===========      ===========       ===========
Weighted average shares outstanding                       9,570,640         8,598,662        9,287,862         8,390,567
                                                        -----------       -----------      -----------       -----------
</TABLE>

     See accompanying notes to consolidated condensed financial statements.


                                       4
<PAGE>

                         BIGMAR, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          Six Months Ended June 30
                                                                        ---------------------------
                                                                            2000            1999
                                                                        -----------     -----------
<S>                                                                     <C>             <C>
             Net cash used in operating activities                       (1,280,591)     (2,375,349)
                                                                        -----------     -----------
Cash flows from investing activities:
   Purchase of property, plant and equipment                               (127,734)       (146,056)
                                                                        -----------     -----------
             Net cash used in investing activities                         (127,734)       (146,056)
                                                                        -----------     -----------
Cash flows from financing activities:
   Short-term borrowings                                                        -           891,850
   Long-term borrowings                                                   2,597,296             -
   Proceeds from borrowing from related party                             1,030,303             -
   Repayment of short term debt                                            (199,013)        (82,837)
   Repayment of long-term borrowings                                     (3,901,004)            -
   Proceeds from issuance of common stock and warrants                    2,011,700       1,859,961
                                                                        -----------     -----------
             Net cash provided by financing activities                    1,539,282       2,668,974
                                                                        -----------     -----------
Effect of exchange rates on cash                                             10,708         (19,931)
                                                                        -----------     -----------
Net increase in cash and cash equivalents                                   141,665         127,638
Cash and cash equivalents, beginning of period                              155,855         140,445
                                                                        -----------     -----------
Cash and cash equivalents, end of period                                $   297,520     $   268,083
                                                                        ===========     ===========

Supplemental disclosure of cash flow information:
   Cash paid during the period for:
      Interest                                                          $   439,846     $   475,475
      Income taxes                                                      $       -       $       -
</TABLE>

     See accompanying notes to consolidated condensed financial statements.


                                       5
<PAGE>

                         BIGMAR, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                          SECOND QUARTER                       SIX MONTHS
                                                  -----------------------------      -----------------------------
                                                      2000              1999             2000              1999
                                                  -----------       -----------      -----------       -----------
<S>                                               <C>               <C>              <C>               <C>
Net loss                                          $(1,295,255)      $(1,513,336)     $(2,245,608)      $(3,288,392)

Other comprehensive income (loss), net of tax:
         Foreign currency translation
           adjustments, net of
           income taxes of $0 in both
           2000 and 1999, respectively                101,815           (41,620)        (215,615)         (124,849)
                                                  -----------       -----------      -----------       -----------
Comprehensive loss                                $(1,193,440)      $(1,554,956)     $(2,461,223)      $(3,413,241)
                                                  ===========       ===========      ===========       ===========
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                                                 6

<PAGE>

                          BIGMAR, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1)  BASIS OF PRESENTATION

Bigmar, Inc. (the "Company") is a Delaware corporation that owns 100% of the
outstanding common stock of two Swiss corporations, Bioren, SA and Bigmar
Pharmaceuticals, SA, and 100% of the outstanding common stock of a Delaware
corporation, Bigmar Therapeutics, Inc.

In the opinion of management, the accompanying unaudited financial statements
include all adjustments necessary to present fairly the Company's financial
position at June 30, 2000 and December 31, 1999, and the results of operations,
cash flows and comprehensive income for all periods presented. The results of
the interim periods are not necessarily indicative of the results to be obtained
for the entire fiscal year.

For a summary of significant accounting policies (which have not changed from
December 31, 1999) and additional financial information, see Bigmar, Inc.'s
Annual Report on Form 10-KSB, as amended, for the year ended December 31, 1999.
The 10-KSB should be read in conjunction with these financial statements.

The consolidated financial statements include the accounts of the Company and
its subsidiaries, all of which are wholly owned. The three wholly-owned
subsidiaries are as follows: Bioren S.A. ("Bioren"), Bigmar Pharmaceuticals S.A.
("Pharmaceuticals") and Bigmar Therapeutics Inc. ("Therapeutics"). All
significant intercompany accounts and transactions have been eliminated.

The financial statements of subsidiaries outside the United States are stated
using the local currency as the functional currency. Assets and liabilities of
these companies are translated at the rates of exchange at the balance sheet
date. The resulting translation adjustments are included in accumulated and
other comprehensive loss. Income and expenses are translated at average rates of
exchange for the period. Effective January 1, 2000, $7.7 million of intercompany
debt due from Bigmar Pharmaceuticals SA to Bigmar Inc. is no longer considered
short-term as repayment is not expected in the foreseeable future. Accordingly,
the gain or loss on translating such debt has been included in the cumulative
translation adjustment as a separate component of stockholders' equity.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The construction of the Company's
pharmaceutical manufacturing plant in Barbengo, Switzerland and the process of
obtaining regulatory approvals has consumed a substantial amount of the
Company's resources. The manufacturing plant received regulatory approval in
February 1999 from the United States Food and Drug Administration ("FDA") and
the Intercantonal Office for the Control of Medications ("IKS") in Switzerland
to manufacture and sell certain injectible pharmaceutical products in the United
States and Switzerland. As a result, the Company anticipates that these
operations will begin to generate cash to help fund its expansion and further
planned research and development activities. During the six month period of
2000, the Company received approximately $2 million


                                       7
<PAGE>

in proceeds from the private placements of common stock and warrants. The
Company anticipates raising additional funds during 2000 through private stock
offerings and through additional bank borrowings. However, there can be no
assurance that the Company will be successful in these efforts. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. No adjustments have been made to reflect the recoverability or
classification of recorded asset amounts or the classification of liabilities
should the Company be unable to continue as a going concern.

(2) INVENTORIES

The components of inventory at June 30, 2000 and December 31, 1999 are as
follows:

<TABLE>
<CAPTION>
                                                  June 30,                 December 31,
                                                    2000                       1999
                                          ----------------------       ---------------------
                   <S>                    <C>                          <C>
                   Raw  Materials               $ 1,120,962                   1,362,439
                   Finished Goods                 1,430,513                   1,107,795
                                             ----------------             --------------
                       Total                    $ 2,551,475                 $ 2,470,234
                                             ----------------             --------------
</TABLE>

(3)  LONG-TERM DEBT

As of June 30, 2000, the Company had various notes, bonds, mortgages and other
borrowings totaling approximately $14.2 million, including $4.1 million that is
short term in nature. These monies were used to partially fund the acquisition
of Bioren, to acquire, construct, and equip the manufacturing facility and to
fund ongoing research and development and product registration activities.
During March 2000, the Company extinguished $4.3 million of its long-term debt.
The Company paid $3.9 million and the bank forgave $0.4 million. This amount has
been recognized as an extraordinary item in the accompanying statement of
operations. The amount that was repaid was financed by variable rate loans of
$2.7 million from Credit Suisse, a $1.1 million 5% loan from a stockholder and
officer and cash of $0.1 million.

(4)  COMMON STOCK ISSUED

In March 2000, the Company issued 500,000 shares of common stock to Banca del
Gottardo via private placement offering. The Company also issued 2-year warrants
to purchase 150,000 shares of common stock at $4.00 per share. Proceeds from the
sale of shares and warrants totaled $1,374,500 and were applied to working
capital and general corporate purposes. In June 2000, the Company issued 300,000
shares of common stock to Banca del Gottardo via private placement offering.
Proceeds from the sale of shares totaled $637,200 and were applied to working
capital and general corporate purposes. In August 2000, the Company issued
375,000 shares of common stock to Banca del Gottardo via private placement
offering. Proceeds from the sale of shares totaled $1,387,500 and were applied
to working capital and general corporate purposes.

(5) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


                                       8

<PAGE>

In June 1999, Statement of Financial Accounting Standards No. 137 ("SFAS No.
137"), "Accounting for Derivative Instruments and Hedging Activities - Deferral
of Effective Date of FASB Statement No. 133 was issued. SFAS No. 137 deferred
the effective date of Statement No. 133 to all fiscal quarters of fiscal years
beginning after June 15, 2000. Statement No. 133 requires that all derivatives
be recorded in the balance sheet as either assets or liabilities and be measured
at fair value. Management is in the process of evaluating this standard and does
not expect this statement to have a material impact on the Company's financial
position or result of operations.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements". SAB 101 was also amended by SAB 101A and 101B. SAB 101, 101A and
101B summarize the staff's views in applying generally accepted accounting
principles to revenue recognition in financial statements. The Company will
adopt SAB 101 during the fourth quarter of 2000. The Company anticipates that
adoption of this SAB will not have a material impact on the Company's results
of operatons or financial position.

FASB Interpretation No. 44 (FIN 44), "Accounting for Certain Transactions
Involving Stock Compensation: An interpretation of APB Option no. 25" is
effective July 1, 2000. However, certain of the conclusions included in the
interpretation apply to events occurring after December 15, 1998 or
January 12, 2000. The Company adopted FIN 44 in the second quarter. FIN 44 did
not have an impact on the Company's results of financial operations or financial
position.


(6) SEGMENT DATA

The Company manages its business segments primarily on a geographic basis with
each location representing a distinct segment. The Company's reportable segments
are comprised of Bioren, located in Couvet, Switzerland; Pharmaceuticals,
located in Barbengo, Switzerland; and the Company's Corporate Headquarters,
located in Johnstown, Ohio, U.S.A.

The Company evaluates the performance of its segments based on segment
profit/(loss). Segment profit/(loss) for each segment includes sales and
marketing, certain research and development, and overhead charges directly
attributable to the segment and excludes certain expenses which are managed
outside the reportable segments. Costs excluded from segment profit primarily
consist of corporate expenses, as well as other research and development charges
for testing of products targeted for U.S. markets, and other general and
administrative expenses which are separately managed. The Company does not
include intercompany transfers between segments for management reporting
purposes.

Summary information by segment for the six months and three months ended June
30, 2000 and 1999 is as follows:

                                       9
<PAGE>

SIX  MONTHS ENDED JUNE 30, 2000

<TABLE>
<CAPTION>

                                         BIOREN         PHARMACEUTICALS       CORPORATE        TOTAL
                                       ----------       ---------------       ---------      ----------
<S>                                    <C>              <C>                   <C>            <C>
Sales - International                  $2,939,474             955,986              -          3,895,460
Gross Margin                              708,270              18,908              -            727,178
Operating expenses and other
expense                                  (752,194)         (1,090,088)        (1,130,504)    (2,972,786)
                                       ----------       ---------------       ---------      ----------
Segment Loss                              (43,924)         (1,071,180)        (1,130,504)    (2,245,608)
</TABLE>

Pharmaceuticals' loss includes a $361,837 extrordinary gain from extinguishment
of debt.


SIX  MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
                                         BIOREN         PHARMACEUTICALS       CORPORATE        TOTAL
                                       ----------       ---------------       ---------      ----------
<S>                                    <C>              <C>                   <C>            <C>
Sales - International                  $3,074,738            211,309               -          3,286,347
Gross Margin                              748,217             93,093               -            841,310
Operating expenses and other
expense                                  (835,820)        (1,000,295)         (2,293,587)    (4,129,702)
                                       ----------       ---------------       ---------      ----------
Segment Loss                              (87,603)          (907,202)         (2,293,587)    (3,288,392)
</TABLE>


THREE  MONTHS ENDED JUNE 30, 2000

<TABLE>
<CAPTION>
                                         BIOREN         PHARMACEUTICALS       CORPORATE        TOTAL
                                       ----------       ---------------       ---------      ----------
<S>                                    <C>              <C>                   <C>            <C>
Sales - International                  $1,476,562            639,177               -          2,115,739
Gross Margin                              325,871            (98,248)              -            227,623
Operating expenses and other
expense                                  (293,861)          (565,640)           (663,377)    (1,522,878)
                                       ----------       ---------------       ---------      ----------
Segment Income (Loss)                      32,010           (663,888)           (663,377)    (1,295,255)
</TABLE>


THREE  MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
                                         BIOREN         PHARMACEUTICALS       CORPORATE        TOTAL
                                       ----------       ---------------       ---------      ----------
<S>                                    <C>              <C>                   <C>            <C>
Sales - International                  $1,501,018             49,718               -          1,551,036
Gross Margin                              371,691            (23,563)              -            348,127
Operating expenses and other
expense                                  (432,970)          (481,768)           (946,726)    (1,861,463)
                                       ----------       ---------------       ---------      ----------
Segment Loss                              (61,279)          (505,331)           (946,726)    (1,513,336)
</TABLE>


                                       10
<PAGE>

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

The following is management's discussion of significant factors that effected
the Company's interim financial condition and results of operations. This should
be read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999.

RESEARCH AND DEVELOPMENT

In May 2000, the Company received approval from Brazil's Agencia Nacional de
Vigilancia Sanitaria ("ANVS") to market 5-Fluorouracil in Brazil. 5-Fluorouracil
is an antineoplastic agent used in combination with other drugs to treat ovarian
and breast cancer. 5-Fluorouracil commonly is given intravenously. It was
approved by the FDA in 1962.

The Company recently received approval from Swiss Intercantonal Office for the
Control of Medications ("IKS") to market Etoposide in Switzerland. Etoposide is
an oncological drug used in the treatment of a wide array of solid tumors and
hematologic malignancies. Etoposide is Bigmar's fourth chemotherapy agent
approved for use in Switzerland, joining Calcium Leucovorin, Methotrexate and
Doxorubicin.

In July 2000, the Company received licences from the UK Medicines Control Agency
granting authorization to market two dosage strengths of Bupivacaine
Hydrochloride Solution in the United Kingdom. Bupivacaine HCl is a long-acting
local anesthetic used for caudal, epidural or peripheral nerve block. Although
injectable Bupivacaine was approved by the FDA in 1972, Bioren's, easy-to-use
pre-mix solution delivered in the IV infusion bag is the first such formulation
of the drug.

The Company's research and development human resources will be mainly
dedicated to formulate and then apply for regulatory approval of the generic
version of Taxol-R-. Other oncological products are currently in the pipeline
and are anticipated to receive approval by FDA in the next 12 months. The
Company expects its research and development expenses to be 25% as a
percentage of net sales in the foreseeable future.

MARKETING AND SALES

In the first quarter of 2000, the Company finalized a distribution
arrangement with American Pharmaceutical Partners ("APP") as the exclusive
distributor of certain generic oncology products in North America and Canada.
The five-year exclusive arrangement covers three of the market-ready generic
oncology products on an exclusive basis along with several generic oncology
products on a non-exclusive basis. The products involved under this
arrangement are produced at Pharmaceuticals' FDA-inspected Barbengo
manufacturing facility that utilizes barrier isolation technology to
manufacture FDA-approved parenteral drug products. By using this technology
for the first time in the production of generic oncology drugs, the Company
expects to increase the assurance of the sterility of oncology drugs
resulting in a higher quality product with reduced manufacturing costs.

In the second quarter of 2000, the Company entered into an exclusive, five-year
distribution and supply agreement with Indena S.p.A., a world leader in
processing capacity of pharmaceutical extracts, to develop, manufacture and
distribute a generic version of Taxol-Registered Trademark-, one of the leading
oncology drugs on the market with annual sales of approximately $2 billion
worldwide. Taxol-Registered Trademark- is currently unavailable in generic form
and widely used in the treatment of ovarian and breast cancer, as well as some
forms of leukemia. During 2000, the Company plans to apply for regulatory
approvals in each of the countries in which it intends to sell the generic
version of Taxol-Registered Trademark-.

The Company plans to continue to develop commercial partnerships in other
countries for current registered products and sign significant distribution
agreements with major pharmaceutical companies for new products.

PRODUCTION

The Company intends to devote additional capital resources to increase the
production capacity in the next 12 months, especially in the field of
lyophilized products. Bigmar believes its manufacturing concept is attractive
to a number of pharmaceutical companies and hopes to fund some of its
manufacturing growth needs by joint ventures with other pharmaceutical
companies.


                                       11

<PAGE>


Certain statements in this report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995 including,
without limitation, statements regarding future cash requirements. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other factors which may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied in such
forward-looking statements. Such factors and risks include, but are not limited
to, delays in product development, problems with clinical testing, failure to
receive regulatory approvals, lack of proprietary rights, or changes in business
strategy. which are discussed in greater detail in the Company's Form 10-KSB for
the 1999 fiscal year. Many of the factors that will determine results and values
are beyond the Company's ability to control or predict. For those statements,
the Company claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.


RESULTS OF OPERATIONS

SALES

The Company reported net sales of $2,116,000 for the second quarter of 2000,
representing an increase 36.4% over sales of $1,551,000 for the same quarter
of 1999. This increase in the second quarter was due mainly to higher sales
to APP. Revenues were adversely affected by a weaker US Dollar against the
Swiss Franc during the second quarter of 2000. The average exchange ratio of
Swiss Franc to US Dollar during the second quarter 2000 was .598 as compared
to .680 in 1999. This resulted in a lower revenue calculation in US Dollars.
Without taking into account the exchange rate increase, sales levels would
have increased by 55.2% or $857,000 for the second quarter of 2000 compared
to the second quarter of 1999.

For the six month period ended June 30, 2000 net sales increased by $609,000
or 18.5% over the same period in 1999. The rise in sales resulted from new
customers and new products. As said above, the sales increase is essentially
due to the launch of new products in the Swiss marketplace, new hospitals in
the IV solution business and sales to APP. Without taking into account the
exchange rate increase, sales levels would have increased by 24.8% or
$1,086,000.

GROSS MARGIN

Gross margin decreased from approximately $348,000 for the second quarter of
1999 to $228,000 for the second quarter of 2000, a 34.6% decline. For the six
month period ended June 30, 2000, gross margin amounted to $727,000, compared
with $841,000 in


                                       12
<PAGE>

the prior year. The gross margin was approximately 18.7% for the first half of
2000, compared to approximately 25.6% for the prior year. The decrease in the
gross margin percent was due to higher production costs at Pharmaceuticals in
the first six months of 2000.

OPERATING EXPENSES

Operating expenses decreased from approximately $1,390,000
for the second quarter of 1999 to $1,372,000 for the second quarter of 2000, a
1.3% decrease. For the six month period ended June 30, 1999 and June 30, 2000
respectively , operating expenses declined from approximately $3,063,000 to
$3,017,000, a decrease of 1.5%. Research and development expenses increased by
$237,000 due to activities surrounding the Company's efforts in the current year
to develop new drug product formulations. Selling, general and administrative
expenses decreased by $283,000, primarily due to a decrease in the number of
personnel from 1999 to 2000.

OTHER INCOME AND EXPENSES

Other income was $117,000 in the second quarter of 2000 compared with an expense
of $6,000 in the same period of 1999. The sale of a fully depreciated Bioren's
equipment to a third party for $121,700 was recorded during the second quarter
of 2000. For the six month period ended June 30, 2000, other income was $113,000
compared with an expense of $12,000 in the prior year.

INTEREST EXPENSE

Interest expense increased $74,000 from the six month period ending June 30,
1999 to the same period for 2000 , due to an increase of total debt by $1.3
million in the first half of 2000, as compared to the first half of 1999.

GAIN, LOSS ON FOREIGN CURRENCY TRANSACTIONS

Foreign exchange gains amounted to $12,000 for the six month period ending June
30, 2000, compared to a loss of $686,000 in the prior year during the same time
period. Effective January 1, 2000, $7.7 million of intercompany debt due from
Bigmar Pharmaceuticals SA to Bigmar, Inc. is no longer considered short-term as
repayment is not expected in the foreseeable future. Accordingly, the gain or
loss on translating such debt has been included in the cumulative translation
adjustment as a separate component of stockholders' equity.

The Company recorded an extraordinary gain in the first quarter 2000 due to the
forgiveness of $362,000 in long-term debt from a Swiss bank.

NET LOSS

As a result of all of the foregoing, the Company's net loss for the six month
period ended June 30, 2000 amounted to $2,246,000 versus $3,288,000 during the
same period of 1999 or an improvement of 31.7%. Net loss for the quarter ended
June 30, 2000 was $1,295,000, or ($0.14) per share on a basic and diluted basis,
in comparison to a net loss of $1,513,000, or ($0.18) per share on a basic and
diluted basis in the comparable quarter ended June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES


                                       13

<PAGE>

As of June 30, 2000 and December 31, 1999, the Company had cash and cash
equivalents of $298,000 and $156,000, respectively. The Company's working
capital was a $2.5 million deficit, $2.1 million and $1.9 million deficit at
June 30, 2000, June 30, 1999 and December 31, 1999, respectively.

The Company has incurred and will continue to incur substantial expenditures for
research and development activities related to bringing its products to the
commercial market. The Company intends to devote significant additional funds to
product development, formulation, clinical testing, product registration, and
other activities required for regulatory review of generic oncological products.
The amount required to complete such activities depends upon the outcome of
regulatory reviews and the number of new products the Company plans to add
during the year. The regulatory bodies may require more testing than is
currently planned by the Company. There can be no assurance that the Company's
generic oncological products will be approved for marketing by the FDA or any
foreign government agency, or that any such products will be successfully
introduced or achieve market acceptance.

Property, plant and equipment totaled $13.4 million and $14.4 million at June
30, 2000 and at December 31, 1999, respectively. Additions were approximately
$128,000 whereas depreciation expense was $847,000.

As of June 30, 2000, the Company had various notes, bonds, mortgages and other
borrowings totaling approximately $14.1 million including $4.1 million that is
short term in nature. These monies were used to partially fund the acquisition
of Bioren, to acquire, construct, and equip the manufacturing facility and to
fund ongoing research and development and product registration activities.

During the first, second and third quarters of 2000, pursuant to private
placement transactions with Banca del Gottardo, the Company raised $2,762,500
which were applied to working capital and general corporate purposes.

The Company anticipates that additional capital funding together with cash from
operations will be required to sustain operations through December 2000.
However, there can be no assurance that events affecting the Company's
operations will not result in the Company depleting its funds before that time.
Management is currently discussing additional financing with a number of
financial institutions and investors, but there are no assurances that the
Company will be able to obtain additional financing or that such financing, if
available, will be available on acceptable terms.

The Swiss Federal Code of Obligation provides that at least 5% of a Swiss
company's net income each year must be appropriated to a legal reserve until
such time as this reserve is equal to 20% of the company's paid-in share
capital. In addition, 10% of any distribution made by a company in excess of a
5% dividend must also be appropriated to the legal reserve. The reserve of up to
5% of share capital is not available for distribution to stockholders.

Changes in exchange rates between currencies may negatively impact the Company's
results of operations, specifically, net sales and gross profit margins from
international operations. In addition, the dollar-value equivalent of
anticipated cash flows could also be adversely affected. When the Company
determines that this risk has become


                                       14

<PAGE>

significant, the Company may attempt to manage that risk by using hedging
techniques.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

On January 1, 1999, 11 member countries of the European Union (Switzerland
excluded) established fixed conversion rates between their existing sovereign
currencies, and adopted the Euro as their own common legal currency. The Euro is
currently trading on currency exchanges and the legacy currencies will remain
legal tender in the participating countries for a transition period between
January 1, 1999 and December 31, 2001. Between January 1, 2002 and July 1, 2002,
the participating countries will introduce Euro notes and coins and withdraw all
legacy currencies so that they will no longer be available. Based on current
information and management's current assessment, the Company does not expect
that Euro conversion will have a material adverse effect on its business or
financial condition.

In the normal course of business, operations of the Company are exposed to
fluctuations in currency values. These fluctuations can vary the costs of
financing, investing, and operating activities. The Company does not have any
programs in place to control these risks.

The Company's foreign currency risk exposure results from fluctuating currency
exchange rates, primarily the fluctuation of the U.S. dollar against the Swiss
Franc ("Sfr"). The Company faces transactional currency exposures that arise
when its foreign subsidiaries (or the Company itself) enter into transactions
denominated in currencies other than their local currency. The Company also
faces currency exposure that arises from translating the results of its Swiss
operations to the U.S. dollar at exchange rates that have fluctuated from the
beginning of the period. The Company does not have any programs in place to
control these risks.

The table below provides information about the Company's financial instruments
by functional currency and presents such information in U.S. dollar equivalents:

<TABLE>
<CAPTION>

                                                                                EXPECTED MATURITY DATE
                                                                                ----------------------
                                    2000                  2001              2002         2003           2004
                                    ----                  ----              ----         ----           ----
                                    Thereafter
<S>                                 <C>                   <C>               <C>          <C>            <C>
(US$ Equivalent)
except average interest rate

   Liabilities
   Long-Term Debt:
      Fixed Rate ($US)              $         --               --           4,000,000           --           --           --
      Average interest rate                   --               --                8.0%           --           --           --
      Fixed Rate (Sfr)              $  1,039,120               --                  --    1,833,741           --           --
      Average interest rate                 5.0%               --                  --         4.0%           --           --
      Variable Rate (Sfr)           $    464,548          617,359             556,235      372,861      250,611    2,542,787
      Average interest rate                 4.8%             4.6%                4.7%         5.0%         4.7%         3.8%
</TABLE>


                                       15
<PAGE>

                          BIGMAR, INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 2 (c) CHANGES IN SECURITIES - RECENT SALES OF UNREGISTERED SECURITIES


On March 20, 2000, the Company issued 500,000 shares of common stock at a price
of $2.75 per share to Banca del Gottardo through a private placement of stock in
reliance on Regulation S of the Securities Act of 1933. In connection with that
offering the Company also issued warrants to purchase 150,000 shares of common
stock at $4.00 per share, which become exercisable immediately and terminate on
March 20, 2002.

On June 8, 2000, the Company issued 300,000 shares of common stock at a price of
$2.125 per share to Banca del Gottardo through a private placement of stock in
reliance on Regulation S of the Securities Act of 1933.

In August 2000, the Company issued 375,000 shares of common stock at a price of
$2.00 per share to Banca del Gottardo through private placement offering.
Proceeds from the sale of shares totaled $750,000 and were applied to working
capital and general corporate purposes.

All of the share transactions summarized above were made directly by the Company
without use of an underwriter or placement agent and without payment of
commissions or other remuneration. Proceeds of $2,012,500 from the sale, after
payment of offering expenses in immaterial amounts, were applied to the working
capital of the Company and other general corporate purposes.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
    See Exhibit 27.1 Financial Data Schedule, attached hereto.
(b) Reports on Form 8-K.
    No reports on Form 8-K were filed during the quarter ended June 30, 2000.


                                       16
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

August 14, 2000

                                     BIGMAR, INC.
                                     -----------
                                     REGISTRANT

                                     By: /s/ Philippe J.H. Rohrer
                                         -------------------------------------
                                             Philippe J.H. Rohrer
                                             CHIEF FINANCIAL OFFICER;
                                             SECRETARY AND TREASURER


                                       17


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission