<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1996 COMMISSION FILE NO. 0-19811
OPTA FOOD INGREDIENTS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3117634
(State of Incorporation) (I.R.S. Employer Identification No.)
25 WIGGINS AVENUE, BEDFORD, MA 01730
(Address of Principal Executive Offices) (Zip Code)
(617) 276-5100
(Registrant's Telephone No., Including Area Code)
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
-- --
Number of shares outstanding of each of the issuer's classes of common stock as
of October 31, 1996:
COMMON STOCK, PAR VALUE $.01 10,960,488 SHARES OUTSTANDING
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
- --------------------------------------------------------------------------------
Quarter Ended September 30, 1996
Table of Contents
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Part I - Financial Information
- ------------------------------
Item 1 - Financial Statements
Condensed Balance Sheet (Unaudited)
September 30, 1996 and December 31, 1995......................... 3
Condensed Statement of Operations (Unaudited)
for the Three and Nine Months Ended September 30, 1996 and 1995.. 4
Condensed Statement of Cash Flows (Unaudited)
for the Nine Months Ended September 30, 1996 and 1995............ 5
Notes to Condensed Unaudited Financial Statements.................. 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations...................... 7
Part II - Other Information
- ---------------------------
Item 1 through Item 6............................................ 11
Signatures....................................................... 12
</TABLE>
2
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED BALANCE SHEET (in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
-------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 34,408 $ 40,174
Short term investments 4,938 4,993
Accounts receivable, net 1,371 1,133
Inventories, net 3,465 2,234
Other assets 202 314
-------------- -----------
Total current assets 44,384 48,848
Fixed assets, net 12,056 11,137
Intangibles, net 907 905
Other assets 288 379
-------------- -----------
$ 57,635 $ 61,269
============== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 1,490 $ 1,507
Accounts payable 563 763
Accrued expenses 1,154 882
-------------- -----------
Total current liabilities 3,207 3,152
Long term debt 4,493 5,498
Deferred revenue 439 471
Other liabilities 170 156
-------------- -----------
Total liabilities 8,309 9,277
Stockholders' equity:
Common stock 110 107
Additional paid-in capital 78,999 78,088
Accumulated deficit (29,783) (26,203)
-------------- -----------
Total stockholders' equity 49,326 51,992
-------------- -----------
$ 57,635 $ 61,269
============== ===========
</TABLE>
3
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF OPERATIONS (in thousands, except per share data)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------- --------------------
1996 1995 1996 1995
--------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Revenue:
Product sales $ 2,202 $ 1,954 $ 7,128 $ 4,563
Contract revenue - 67 63 201
---------- ---------- -------- ----------
2,202 2,021 7,191 4,764
---------- ---------- -------- ----------
Cost and expenses:
Cost of revenue 1,785 1,839 5,921 4,215
Selling, general and
administrative 936 782 2,849 2,046
Research and development 1,081 746 3,149 2,274
---------- ---------- -------- ----------
3,802 3,367 11,919 8,535
---------- ---------- -------- ----------
Loss from operations (1,600) (1,346) (4,728) (3,771)
---------- ---------- -------- ----------
Other income (expense):
Interest income 498 373 1,606 680
Interest expense (137) (107) (440) (289)
Other income (expense) (8) 5 (18) (22)
---------- ---------- -------- ----------
353 271 1,148 369
---------- ---------- -------- ----------
Net loss $(1,247) $(1,075) $(3,580) $ (3,402)
========== ========== ======== ==========
Net loss per share $(0.11) $(0.12) $(0.33) $(0.42)
========== ========== ======== ==========
Weighted average shares
outstanding 10,933 9,125 10,848 8,035
========== ========== ======== ==========
</TABLE>
4
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF CASH FLOWS (in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
1996 1995
-------------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,580) $ (3,402)
-------------- -----------
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 913 579
Forgiveness of notes receivable 20 68
Change in assets and liabilities:
Increase in accounts receivable, net (238) (581)
Increase in inventories, net (1,231) (1,240)
(Increase) decrease in other assets 112 (74)
Increase (decrease) in accounts payable (200) 318
Increase in accrued expenses 272 221
Decrease in deferred revenue (32) (163)
Increase in other liabilities 14 12
-------------- -----------
Total adjustments (370) (860)
-------------- -----------
Net cash used in operating activities (3,950) (4,262)
-------------- -----------
Cash flows from investing activities:
Purchase of short term investments (4,938) (5,792)
Sale of short term investments 4,993 2,302
Purchase of fixed assets (1,673) (1,669)
Increase in intangible assets (161) (150)
Decrease in other assets 71 4
-------------- -----------
Net cash used in investing activities (1,708) (5,305)
-------------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock, net 914 37,152
Proceeds from long term debt 151 786
Payments on long term debt (1,173) (247)
-------------- -----------
Net cash (used in) provided by financing
activities (108) 37,691
-------------- -----------
Net increase (decrease) in cash and cash
equivalents (5,766) 28,124
Cash and cash equivalents, beginning of period 40,174 11,665
-------------- -----------
Cash and cash equivalents, end of period $ 34,408 $ 39,789
============== ===========
</TABLE>
5
<PAGE>
OPTA FOOD INGREDIENTS, INC.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The condensed unaudited financial statements of Opta Food Ingredients, Inc.
(the "Company" or "Opta") include, in the opinion of management, all
adjustments (consisting of normal and recurring adjustments) necessary for a
fair statement of the Company's financial position at September 30, 1996 and
December 31, 1995 and the results of operations for the three and nine months
ended September 30, 1996 and 1995. The results of operations are not
necessarily indicative of results for a full year.
These financial statements should be read in conjunction with the financial
statements contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the Securities and Exchange Commission
pursuant to Section 15(d) of the Securities Exchange Act of 1934. 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 the Securities and
Exchange Commission rules and regulations.
2. INVENTORIES, NET (Unaudited)
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
--------------- --------------
<S> <C> <C>
Raw materials $ 376 $ 314
Finished goods 3,089 1,920
--------------- --------------
$3,465 $2,234
=============== ==============
</TABLE>
Inventories are stated at the lower of cost or market, cost being determined
using the first-in, first-out method.
6
<PAGE>
PART I ITEM 2
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
INTRODUCTION:
Opta Food Ingredients, Inc. is a fully integrated developer, manufacturer and
marketer of proprietary food ingredients used by consumer food companies to
improve the nutritional content, healthfulness and taste of a wide variety of
foods. The Company modifies inexpensive raw materials and produces natural food
ingredients that can be considered GRAS under current FDA regulations.
The Company began shipping its first product, EverFresh/R/, in November 1991,
acquired an oat fiber business in June 1992, launched Opta/R/ Oat Fibers in
September 1992, began shipping OptaGrade/R/ in the fourth quarter of 1993 and
commercialized CrystaLean/R/ and OptaFil/R/ in fourth quarter of 1994 and
OptaMist/TM/, Optex /R/ and OptaGlaze/R/ in June 1996. The Company currently
derives substantially all of its revenue from its Opta Oat Fibers and OptaGrade
products. The Company has not been profitable since inception and expects to
incur additional losses. This discussion should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 and
the accompanying unaudited condensed financial statements and notes thereto.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations may contain forward-looking statements based on the Company's current
expectations. Factors which could cause actual results to differ from these
expectations include the size and timing of significant orders, as well as
deferral of orders, over which the Company has no control; the extended product
testing cycles of the Company's potential customers; the variation in the
Company's sales cycles from customer to customer; increased competition posed by
food ingredient manufacturers; changes in pricing policies by the Company and
its competitors; the need to secure or build additional manufacturing capacity
in order to meet future demand for the Company's products; the Company's success
in expanding its sales and marketing programs and its ability to gain increased
market acceptance for its existing product lines; the Company's ability to
timely develop and introduce new products in its pipeline at acceptable costs;
the ability to scale up and successfully produce its products; the potential for
significant quarterly variations in the mix of sales among the Company's
products; the gain or loss of significant customers; shortages in the
availability of raw materials from the Company's suppliers; the impact of new
government regulations on food products; and general economic conditions.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:
Revenue. Revenue for the three months ended September 30, 1996 was $2.2
million, an increase of $181,000 or 9% over 1995. The increase in revenue from
1995 to 1996 primarily reflects the increased product sales of OptaGrade and
Opta Oat Fibers to new and existing customers. Opta anticipates increased
product revenue as
7
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------
both OptaGrade and Opta Oat Fibers as well as new product introductions gain
acceptance in the marketplace, although the amount and timing of customer orders
will continue to be unpredictable.
Cost of revenue. Cost of revenue for the three months ended September 30, 1996
was $1.8 million, a decrease of $54,000 or 3% over 1995. Cost of revenue as a
percentage of revenue decreased to 81% in 1996 from 91% in 1995. This decrease
reflects certain improvements in OptaGrade and Opta Oat Fibers margins resulting
from operating efficiencies related to increased production volumes. Opta
believes that its cost of revenue as a percentage of revenue will be further
reduced due to operating efficiencies gained from increased manufacturing
volume.
Selling, general and administrative. Selling, general and administrative
("SG&A") expenses for the three months ended September 30, 1996 were $936,000,
an increase of $154,000 or 20% over 1995. SG&A expenses as a percentage of
revenue increased to 43% in 1996 from 39% in 1995. The increase in SG&A is due
to the hiring of additional sales and marketing staff and related expenses, as
well as, increased consulting expenses. Opta anticipates that SG&A expenses
will continue to increase as it seeks to market its products to consumer food
companies.
Research and development. Research and development ("R&D") expenses for the
three months ended September 30, 1996 were $1.1 million, an increase of $335,000
or 45% over 1995. R&D expenses as a percentage of revenue increased to 49% in
1996 from 37% in 1995. The increase in R&D expenses is the result of pilot
plant trials related to new product development, initial operating costs of the
new Galesburg facility and increases in salaries and related expenses. Opta
expects that R&D expenses will continue to increase as the Company provides
intensive technical support for existing products while pursuing research and
development opportunities for future products.
Other income. Other income for the three months ended September 30, 1996 was
$353,000, an increase of $82,000 or 30% over 1995. The increase reflects the
interest earned on increased cash and cash equivalents resulting from proceeds
of the Company's public offering of common stock in the third quarter of 1995
and the exercise of warrants to purchase common stock associated with the
Company's 1994 private placement.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:
Revenue. Revenue for the nine months ended September 30, 1996 was $7.2 million,
an increase of $2.4 million or 51% over 1995. The increase in revenue from 1995
to 1996 primarily reflects continued increases in product sales of OptaGrade and
Opta Oat Fibers in additional applications with new and existing customers.
Opta anticipates increased product revenue as both OptaGrade and Opta Oat Fibers
as well as new product introductions gain acceptance in the marketplace,
although the amount and timing of customer orders will continue to be
unpredictable.
8
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------
Cost of revenue. Cost of revenue for the nine months ended September 30, 1996
was $5.9 million, an increase of $1.7 million or 40% over 1995. Cost of revenue
as a percentage of revenue decreased to 82% in 1996 from 88% in 1995. The
percentage decrease reflects the improvements in OptaGrade and Opta Oat Fibers
margins resulting from operating efficiencies related to increased production
volumes. Opta believes that its cost of revenue as a percentage of revenue will
be further reduced due to operating efficiencies gained from increased
manufacturing volume.
Selling, general and administrative. SG&A expenses for the nine months ended
September 30, 1996 were $2.8 million, an increase of $803,000 or 39% over 1995.
SG&A expenses as a percentage of revenue decreased to 40% in 1996 from 43% in
1995. The increase in SG&A is due to the hiring of additional sales and
marketing staff and related expenses, as well as, increased advertising and
consulting expenses. Opta anticipates that SG&A expenses will continue to
increase as it seeks to market its products to consumer food companies.
Research and development. R&D expenses for the nine months ended September 30,
1996 were $3.1 million, an increase of $875,000 or 38% over 1995. R&D expenses
as a percentage of revenue decreased to 44% in 1996 from 48% in 1995. The
increase in R&D expenses are the result of pilot plant trials related to new
product development, initial operating costs of the new Galesburg facility and
increases in salaries and related expenses. Opta expects that R&D expenses will
continue to increase as the Company provides intensive technical support for
existing products while pursuing research and development opportunities for
future products.
Other income. Other income for the nine months ended September 30, 1996 was
$1.1 million, an increase of $779,000 over 1995. The increase reflects the
interest earned on increased cash and cash equivalents resulting from proceeds
of the Company's public offering of common stock in the third quarter of 1995
and the exercise of warrants to purchase common stock associated with the
Company's 1994 private placement.
LIQUIDITY AND CAPITAL RESOURCES:
At September 30, 1996, the Company had $39.3 million in cash and cash
equivalents and short term investments and $41.2 million of working capital.
The Company used approximately $4.0 million of cash in operations during the
nine months ended September 30, 1996, compared with approximately $4.3 million
used in the same period in 1995. In 1995, the Company expended significant
efforts to build up inventory balances in anticipation of the Opta Oat Fibers
plant expansion, which began in the second quarter of 1995. Inventory levels
have continued to increase in 1996, which the Company believes is appropriate
given the current demand for Opta's products. The Company expects to incur
significant operating losses as it continues to increase its investment in the
development, production and marketing of its new and existing products. The
Company intends to fund its operating losses principally through product sales,
existing cash and cash equivalents, short term investments, and long and short
term debt.
9
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- -------------------------------------------------------------------------------
The Company has an available line of credit of $1.2 million; there were no
borrowings under this facility at September 30, 1996. The line of credit
expired subsequent to September 30, 1996 and the Company is in the process of
negotiating a replacement facility. The Company's various debt agreements
contain covenants regarding maintenance of minimum cash and tangible net worth
of $4.0 million and $13.5 million, respectively, a 2.5 to 1 quick asset ratio
and a 1 to 1 debt to tangible net worth ratio, among others. The Company was in
compliance or had obtained a waiver with respect to all covenants and
restrictions in its loan agreements at September 30, 1996.
The Company believes that continued expenditure of funds will be necessary to
support its current operations and future growth. The Company believes that its
existing cash and cash equivalents, short term investments, long and short term
debt and product sales will be adequate to fund its planned operations, capital
requirements and expansion needs through at least 1997. However, the Company
may require additional capital in the longer term, which it may seek through
equity or debt financing, collaborative arrangements with corporate partners,
equipment lease financing or funds from other sources. No assurance can be
given that these funds will be available to the Company on acceptable terms, if
at all. In addition, because of the Company's need for funds to support future
operations, it may seek to obtain funds when conditions are favorable, even if
it does not have an immediate need for additional capital at such time.
10
<PAGE>
OPTA FOOD INGREDIENTS, INC.
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Items 1, 2, 3, 4, 5 and 6(b) - Not Applicable.
ITEM 6 (A) EXHIBITS
(11) Net Loss Per Share Computation (in thousands, except per share data):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------- ------------------------
1996 1995 1996 1995
------------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Net loss $(1,247) $(1,075) $(3,580) $(3,402)
========== ========= ========= =========
Weighted average shares 10,933 9,125 10,848 8,035
outstanding
========== ========= ========= =========
Net loss per share $ (0.11) $ (0.12) $ (0.33) $ (0.42)
========== ========= ========= ==========
</TABLE>
Fully diluted loss per share would be identical to primary loss per share as
presented above and therefore is not presented.
11
<PAGE>
OPTA FOOD INGREDIENTS, INC.
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.
Opta Food Ingredients, Inc.
---------------------------
(Registrant)
DATE: November 6, 1996 BY: /s/ Lewis C. Paine, III
--------------------------------
Lewis C. Paine, III
Chief Executive Officer, President
and Chairman of the Board
(Principal Executive Officer)
DATE: November 6, 1996 BY: /s/ Scott A. Kumf
--------------------------------
Scott A. Kumf
Chief Financial Officer
Vice President Administration
(Principal Financial and Accounting
Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM QUARTER END
9/30/96 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> JUL-01-1996 JAN-01-1996
<PERIOD-END> SEP-30-1996 SEP-30-1996
<CASH> 0 34,408,000
<SECURITIES> 0 4,938,000
<RECEIVABLES> 0 1,371,000
<ALLOWANCES> 0 0
<INVENTORY> 0 3,465,000
<CURRENT-ASSETS> 0 44,384,000
<PP&E> 0 14,541,000
<DEPRECIATION> 0 2,485,000
<TOTAL-ASSETS> 0 57,635,000
<CURRENT-LIABILITIES> 0 3,207,000
<BONDS> 0 0
0 0
0 0
<COMMON> 0 110,000
<OTHER-SE> 0 49,216,000
<TOTAL-LIABILITY-AND-EQUITY> 0 57,635,000
<SALES> 2,202,000 7,128,000
<TOTAL-REVENUES> 2,202,000 7,191,000
<CGS> 1,785,000 5,858,000
<TOTAL-COSTS> 1,785,000 5,921,000
<OTHER-EXPENSES> 2,017,000 5,998,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 137,000 440,000
<INCOME-PRETAX> (1,247,000) (3,580,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,247,000) (3,580,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,247,000) (3,580,000)
<EPS-PRIMARY> $(0.11) $(0.33)
<EPS-DILUTED> 0 0
</TABLE>
