<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 JUNE 30, 1997 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 July 31, 1997:
COMMON STOCK, PAR VALUE $.01 11,077,635 SHARES OUTSTANDING
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
- --------------------------------------------------------------------------------
Quarter Ended June 30, 1997
Table of Contents
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
Part I - Financial Information
- ------------------------------
Item 1 - Financial Statements
Condensed Balance Sheet (Unaudited)
June 30, 1997 and December 31, 1996 3
Condensed Statement of Operations (Unaudited)
for the Three and Six Months Ended
June 30, 1997 and 1996 4
Condensed Statement of Cash Flows (Unaudited)
for the Six Months Ended June 30, 1997 and 1996 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>
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED BALANCE SHEET (in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 31,808 $ 37,605
Short term investments 3,944 642
Accounts receivable, net 1,375 1,003
Inventories, net (Note 2) 2,771 3,490
Other current assets 165 136
-------- --------
Total current assets 40,063 42,876
Fixed assets, net 12,468 11,914
Intangibles, net 825 883
Other assets 342 230
-------- --------
$ 53,698 $ 55,903
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 1,493 $ 1,492
Accounts payable 990 758
Accrued expenses 1,035 867
-------- --------
Total current liabilities 3,518 3,117
Long term debt 3,364 4,117
Deferred revenue and other liabilities 220 300
Stockholders' equity:
Common stock 111 110
Additional paid-in capital 79,655 78,989
Accumulated deficit (33,170) (30,730)
-------- --------
Total stockholders' equity 46,596 48,369
-------- --------
$ 53,698 $ 55,903
======== ========
</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 SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- ------------------
1997 1996 1997 1996
-------- -------- ------------------
<S> <C> <C> <C> <C>
Revenue:
Product sales $ 2,413 $ 2,457 $ 4,446 $ 4,927
Contract revenue - 31 - 63
-------- -------- -------- -------
2,413 2,488 4,446 4,990
-------- -------- -------- -------
Cost and expenses:
Cost of revenue 1,917 2,065 3,484 4,136
Selling, general and
administrative 994 959 2,022 1,913
Research and development 1,114 1,138 2,108 2,068
-------- -------- -------- -------
4,025 4,162 7,614 8,117
-------- -------- -------- -------
Loss from operations (1,612) (1,674) (3,168) (3,127)
-------- -------- -------- -------
Other income (expense):
Interest income 477 526 957 1,108
Interest expense (112) (145) (227) (303)
Other income (expense),
net (2) 10 (2) (10)
-------- -------- -------- -------
Net loss ($1,249) ($1,283) ($2,440) ($2,332)
======== ======== ======== =======
Net loss per share ($.11) ($.12) ($.22) ($.22)
======== ======== ======== =======
Weighted average shares
outstanding 11,002 10,845 10,990 10,805
======== ======== ======== =======
</TABLE>
4
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF CASH FLOWS (in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
1997 1996
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($2,440) ($2,332)
-------- --------
Adjustments to reconcile net loss to
cash used
in operating activities:
Depreciation and amortization 623 602
Forgiveness of notes receivable 20 -
Change in assets and liabilities:
Increase in accounts receivable,
net (373) (317)
(Increase) decrease in
inventories, net 719 (609)
(Increase) decrease in other
assets (161) 126
Increase (decrease) in accounts
payable 232 (182)
Increase in accrued expenses 168 183
Increase (decrease) in deferred
revenue (90) 3
Increase in other liabilities 10 9
-------- --------
Total adjustments 1,148 (185)
-------- --------
Net cash used in operating activities (1,292) (2,517)
-------- --------
Cash flows from investing activities:
Purchase of short term investments (3,944) -
Sale of short term investments 642 -
Purchase of fixed assets (1,064) (1,292)
Increase in intangible assets (54) (135)
Decrease in other assets - 11
-------- --------
Net cash used in investing activities (4,420) (1,416)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 667 608
Proceeds from long term debt - 151
Principal payments on long term debt (752) (734)
-------- --------
Net cash provided by (used in)
financing activities (85) 25
-------- --------
Net decrease in cash and cash
equivalents (5,797) (3,908)
Cash and cash equivalents at beginning
of period 37,605 40,174
-------- --------
Cash and cash equivalents at end of
period $ 31,808 $ 36,266
======== ========
</TABLE>
5
<PAGE>
OPTA FOOD INGREDIENTS, INC.
NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The condensed 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 June 30, 1997 and December
31, 1996 and the results of operations for the three and six months ended
June 30, 1997 and 1996, respectively. 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, 1996 filed with the Securities and Exchange Commission
pursuant to Section 13 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>
JUNE 30, DECEMBER 31,
1997 1996
------------------------
<S> <C> <C>
Raw materials $ 382 $ 339
Finished goods 2,389 3,151
------ ------
$2,771 $3,490
====== ======
</TABLE>
Inventories are stated at the lower of cost or market, cost being determined
using the first-in, first-out method. Inventories are reflected net of
reserves of $284,000 at June 30, 1997 and $239,000 at December 31, 1996.
3. NET LOSS PER SHARE
In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128 ("SFAS 128"), "Earnings Per Share." This Statement establishes and
simplifies standards for computing and presenting earnings per share. SFAS
128 will be effective for the Company's fourth quarter of 1997, and requires
restatement of all previously reported per share data that are presented.
SFAS 128 replaces primary and fully diluted earnings per share with basic and
diluted earnings per share. The adoption of this standard will have no effect
on the Company's per share calculation as the Company has incurred net losses
since inception.
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. ("Opta" or the "Company") 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 and launched Opta/R/ Oat Fibers in
September 1992, began shipping OptaGrade/R/ in the fourth quarter of 1993,
commercialized CrystaLean/R/ and OptaFil/R/ in 1994 and introduced 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, 1996 and
the accompanying unaudited condensed financial statements and notes thereto.
The following Discussion and Analysis of Financial Condition and Results of
Operations may contain forward-looking statements based on the Company's current
expectations. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause the actual results of the
Company to be materially different from historical results or the Company's
expectations as expressed in such forward-looking statements. 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
maintain adequate manufacturing capacity to meet current demand for the
Company's products and 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.
7
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996:
Revenue. Revenue for the three months ended June 30, 1997 was $2.4 million,
representing a decrease of $75,000 or 3% in comparison to $2.5 million for the
comparable 1996 quarter. The decrease in 1997 second quarter revenue was
largely the result of decreased demand from one of the Company's major
customers.
Currently, the Company relies on various contract manufacturers to supply
certain of the Company's finished goods for sale to its customers. One such
contract manufacturer of fiber recently has refused to continue to supply
finished product to Opta. Opta had agreed to sell a majority of such finished
product to a new customer for a specialized application. In connection with its
refusal to continue to supply finished goods to Opta, the contract manufacturer
has filed an action in court for a declaratory judgment. Opta intends
aggressively to pursue counterclaims to enforce and protect its rights. If the
Company is unable to resolve this dispute, it will need to obtain an alternative
source or sources of supply. There can be no assurance that the Company will be
able to do so on a timely basis, if at all, or that its relationship with and
revenues from such customer will not be adversely affected by delays in
supplying finished product. Although there can be no assurance that the dispute
will be successfully resolved, the Company does not anticipate that the
resolution of such dispute will have a material adverse effect on operating
results.
Cost of revenue. Cost of revenue for the three months ended June 30, 1997 was
$1.9 million, representing a decrease of $148,000 or 7% in comparison to $2.1
million for the comparable 1996 quarter. Cost of revenue as a percentage of
revenue decreased to 79% for the second quarter of 1997 as compared to 83% in
the second quarter of 1996. This percentage decrease was largely the result of
certain improvements in Opta Oat Fibers margins resulting from operating
efficiencies as well as a reduction in manufacturing costs.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses for the three months ended June 30, 1997 were
$994,000, representing an increase of $35,000 or 4% in comparison to $959,000
for the comparable 1996 quarter. The increase in SG&A was principally due to
additional advertising and marketing costs as well as an increase in consulting
expenses.
Research and Development Expenses. Research and development ("R&D") expenses
for the three months ended June 30, 1997 were $1.1 million, representing a
decrease of $24,000 or 2% in comparison to the comparable 1996 quarter. The
decrease in R&D expenses is the result of a reduction in consulting expenses.
Other Income. Other income for the three months ended June 30, 1997 was
$363,000, representing a decrease of $28,000 or 7% in comparison to $391,000 for
the comparable 1996 quarter. The decrease is primarily the result of interest
earned on decreased cash and cash equivalents during the second quarter of 1997
as compared to the comparable 1996 quarter.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996:
Revenue. Revenue for the six months ended June 30, 1997 was $4.4 million,
representing a decrease of $544,000 or 11% in comparison to $5.0 million for
first six months of 1996. The decrease in 1997 revenue was largely the result
of decreased demand from one of the Company's major customers.
Cost of Revenue. Cost of revenue for the six months ended June 30, 1997 was
$3.5 million, representing a decrease of $652,000 million or 16% in comparison
to $4.1 million for the comparable 1996 period. Cost of revenue as a percentage
of revenue decreased to 78% in 1997 as compared to 83% in 1996. This percentage
decrease was largely the result of certain improvements in Opta Oat Fibers
margins resulting from operating efficiencies as well as a reduction in
manufacturing costs.
8
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------
Selling, General and Administrative Expenses. SG&A expenses for the six months
ended June 30, 1997 were $2.0 million, representing an increase of $109,000 or
6% in comparison to $1.9 million for the comparable 1996 period. The increase
in SG&A expenses was principally due to additional advertising and marketing
costs as well as an increase in consulting expenses. Opta anticipates that SG&A
expenses will continue to increase during the remainder of 1997 as the Company
expands its sales force and increases its marketing programs to market its
products to consumer food and food service companies.
Research and Development Expenses. R&D expenses for the six months ended June
30, 1997 were $2.1 million, representing an increase of $40,000 or 2% in
comparison to the comparable 1996 period. The increase in R&D expenses are the
result of initial operating costs of the Galesburg facility. Opta anticipates
that R&D expenses will continue to increase as the Company provides technical
support for existing products while pursuing research and development
opportunities for future products and technologies.
Other Income. Other income for the six months ended June 30, 1997 was $728,000,
representing a decrease of $67,000 or 8% in comparison to $795,000 for the
comparable 1996 period. The decrease is primarily the result of interest earned
on decreased cash and cash equivalents during the first six months of 1997 as
compared to the comparable 1996 period.
LIQUIDITY AND CAPITAL RESOURCES:
At June 30, 1997, the Company had $35.8 million in cash and cash equivalents and
short term investments and $36.5 million of working capital. The Company used
approximately $1.3 million of cash in operations during the six months ended
June 30, 1997, compared with approximately $2.5 million used in the comparable
1996 period. 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
operations principally through product sales, existing cash and cash
equivalents, short term investments, and long and short term debt.
Capital expenditures were $1.1 million and $1.3 million for the six months ended
June 30, 1997 and 1996, respectively. The higher level of capital expenditures
in 1996 was related to the acquisition of the Company's Galesburg facility.
The Company has available a $5 million equipment line of credit with a local
bank. The facility expires in March 2002 with interest at the prime rate or 90
day LIBOR plus 2.5%. There were no borrowings under this facility at June 30,
1997. The Company's various debt agreements contain covenants that restrict the
Company's ability to participate in merger discussions, pay dividends, limit
annual capital expenditures, invest in certain types of securities and obtain
additional debt financing without bank approval. The Company was in compliance
with respect to all covenants and restrictions in its loan agreements at June
30, 1997.
9
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------
The Company believes that continued expenditure of funds will be necessary to
support its anticipated 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
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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 SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- ------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net loss ($1,249) ($1,283) ($2,440) ($2,332)
======= ======= ======= =======
Weighted average shares
outstanding 11,002 10,845 10,990 10,805
======= ======= ======= =======
Net loss per share ($.11) ($.12) ($.22) ($.22)
======= ======= ======= =======
</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: August 13, 1997 BY: /s/ Lewis C. Paine, III
-----------------------
Lewis C. Paine, III
Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)
DATE: August 13, 1997 BY: /s/ Scott A. Kumf
-----------------
Scott A. Kumf
Chief Financial Officer,
Vice President Administration and Treasurer
(principal financial and accounting
officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10-Q FOR
QUARTER ENDED 6/30/97 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> APR-01-1997 JAN-01-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<CASH> 0 31,808,000
<SECURITIES> 0 3,944,000
<RECEIVABLES> 0 1,375,000
<ALLOWANCES> 0 0
<INVENTORY> 0 2,771,000
<CURRENT-ASSETS> 0 40,063,000
<PP&E> 0 15,799,000
<DEPRECIATION> 0 3,331,000
<TOTAL-ASSETS> 0 53,698,000
<CURRENT-LIABILITIES> 0 3,518,000
<BONDS> 0 0
0 0
0 0
<COMMON> 0 111,000
<OTHER-SE> 0 46,485,000
<TOTAL-LIABILITY-AND-EQUITY> 0 53,698,000
<SALES> 2,413,000 4,446,000
<TOTAL-REVENUES> 2,413,000 4,446,000
<CGS> 1,917,000 3,484,000
<TOTAL-COSTS> 1,917,000 3,484,000
<OTHER-EXPENSES> 2,108,000 4,130,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 112,000 227,000
<INCOME-PRETAX> (1,249,000) (2,440,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,249,000) (2,440,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,249,000) (2,440,000)
<EPS-PRIMARY> (.11) (.22)
<EPS-DILUTED> 0 0
</TABLE>
