<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, 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 October 31, 1997:
COMMON STOCK, PAR VALUE $.01 11,077,635 SHARES OUTSTANDING
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
- --------------------------------------------------------------------------------
Quarter Ended September 30, 1997
Table of Contents
Page
Number
------
Part I - Financial Information
- ------------------------------
Item 1 - Financial Statements
Condensed Balance Sheet (Unaudited)
September 30, 1997 and December 31, 1996 3
Condensed Statement of Operations (Unaudited)
for the Three and Nine Months Ended September 30, 1997 and 1996 4
Condensed Statement of Cash Flows (Unaudited)
for the Nine Months Ended September 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
2
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OPTA FOOD INGREDIENTS, INC.
CONDENSED BALANCE SHEET (in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------------ -------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 34,883 $ 37,605
Short term investments - 642
Accounts receivable, net 1,139 1,003
Inventories, net (Note 2) 2,371 3,490
Other current assets 184 136
------------------ -------------------
Total current assets 38,577 42,876
Fixed assets, net 12,328 11,914
Intangibles, net 799 883
Other assets 343 230
------------------ -------------------
$ 52,047 $ 55,903
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 1,494 $ 1,492
Accounts payable 686 758
Accrued expenses 1,059 867
Total current liabilities 3,239 3,117
Long term debt 2,988 4,117
Deferred revenue and other liabilities 185 300
Stockholders' equity:
Common stock 111 110
Additional paid-in capital 79,666 78,989
Accumulated deficit (34,142) (30,730)
------------------ -------------------
Total stockholders' equity 45,635 48,369
------------------ -------------------
$ 52,047 $ 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 ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------ -----------------------------------
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
Product sales $ 2,209 $ 2,202 $ 6,655 $ 7,128
Contract revenue - - - 63
------------- ------------- ------------- -------------
2,209 2,202 6,655 7,191
------------- ------------- ------------- -------------
Cost and expenses:
Cost of revenue 1,674 1,785 5,158 5,921
Selling, general and administrative 862 936 2,884 2,849
Research and development 1,034 1,081 3,142 3,149
------------- ------------- ------------- -------------
3,570 3,802 11,184 11,919
------------- ------------- ------------- -------------
Loss from operations (1,361) (1,600) (4,529) (4,728)
------------- ------------- ------------- -------------
Other income (expense):
Interest income 477 498 1,434 1,606
Interest expense (99) (137) (326) (440)
Other income (expense), net 12 (8) 10 (18)
------------- ------------- ------------- -------------
Net loss ($971) ($1,247) ($3,411) ($3,580)
============= ============= ============= ============
Net loss per share ($.09) ($.11) ($.31) ($.33)
============= ============= ============= ============
Weighted average shares outstanding 11,078 10,933 11,019 10,848
============= ============= ============= ============
</TABLE>
4
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OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF CASH FLOWS (in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
1997 1996
------------------ --------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($3,411) ($3,580)
------------------ --------------------
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation and amortization 936 913
Forgiveness of notes receivable 20 20
Change in assets and liabilities:
Increase in accounts receivable, net (136) (238)
(Increase) decrease in inventories, net 1,119 (1,231)
(Increase) decrease in other assets (28) 112
Decrease in accounts payable (72) (200)
Increase in accrued expenses 192 272
Decrease in deferred revenue (125) (32)
Increase in other liabilities 10 14
------------------ --------------------
Total adjustments 1,916 (370)
------------------ --------------------
Net cash used in operating activities (1,495) (3,950)
------------------ --------------------
Cash flows from investing activities:
Purchase of short term investments (3,944) (4,938)
Sale of short term investments 4,586 4,993
Purchase of fixed assets (1,179) (1,673)
Increase in intangible assets (87) (161)
(Increase) decrease in other assets (153) 71
------------------ --------------------
Net cash used in investing activities (777) (1,708)
------------------ --------------------
Cash flows from financing activities:
Proceeds from issuance of common stock 677 914
Proceeds from long term debt - 151
Principal payments on long term debt (1,127) (1,173)
------------------ --------------------
Net cash used in financing activities (450) (108)
------------------ --------------------
Net decrease in cash and cash equivalents (2,722) (5,766)
Cash and cash equivalents at beginning of period 37,605 40,174
------------------ --------------------
Cash and cash equivalents at end of period $ 34,883 $ 34,408
================== ====================
</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 September 30, 1997 and
December 31, 1996 and the results of operations for the three and nine months
ended September 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>
SEPTEMBER 30, December 31,
1997 1996
-------------------- ------------------
<S> <C> <C>
Raw materials $ 326 $ 339
Finished goods 2,045 3,151
-------------------- ------------------
$2,371 $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 $306,000 at September 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 Generally
Recognized As Safe ("GRAS") under current U.S. Food and Drug Administration
("FDA") regulations.
The Company began shipping its first product, EverFresh, in November 1991,
acquired an oat fiber business in June 1992 and launched Opta Oat Fibers in
September 1992, began shipping OptaGrade in the fourth quarter of 1993,
commercialized CrystaLean and OptaFil in 1994 and introduced OptaMist, Optex and
OptaGlaze 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 SEPTEMBER 30, 1997 AND 1996:
Revenue. Revenue for the three months ended September 30, 1997 was $2.2 million
as compared to $2.2 million for the comparable 1996 quarter.
Currently, the Company relies on various contract manufacturers to supply
certain of the Company's finished goods for sale to its customers. Third
quarter revenue was negatively impacted by one such contract manufacturer's
refusal to continue to supply finished product to Opta for a new major customer,
as the Company previously indicated in its 10-Q filing for the quarter ended
June 30, 1997. 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 has filed 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 resolve the dispute or obtain an alternative
source or sources of supply on a timely basis or on commercially acceptable
terms, if at all, or that its relationship with and revenue 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 September 30, 1997
was $1.7 million, representing a decrease of $111,000 or 6% in comparison to
$1.8 million for the comparable 1996 quarter. Cost of revenue as a percentage
of revenue decreased to 76% for the third quarter of 1997 as compared to 81% in
the third 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 September 30, 1997
were $862,000, representing an decrease of $74,000 or 8% in comparison to
$936,000 for the comparable 1996 quarter. The decrease in SG&A was principally
due to a reduction in legal costs and public relations expense offset by an
increase in advertising and consulting expenses.
Research and Development Expenses. Research and development ("R&D") expenses
for the three months ended September 30, 1997 were $1.0 million, representing a
decrease of $47,000 or 4% 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 September 30, 1997 was
$390,000, representing an increase of $37,000 or 10% in comparison to $353,000
for the comparable 1996 quarter. The increase is due to decreased interest paid
on decreased long term debt offset by decreased interest earned on decreased
cash and cash equivalents during the third quarter of 1997 as compared to the
comparable 1996 quarter.
8
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996:
Revenue. Revenue for the nine months ended September 30, 1997 was $6.7 million,
representing a decrease of $536,000 or 7% in comparison to $7.2 million for the
comparable 1996 period. The decrease in 1997 revenue was largely the result of
decreased demand from one of the Company's major customers as well as the impact
on third quarter revenue related to the Company's dispute with a contract
manufacturer as previously noted in the three month comparison.
Cost of Revenue. Cost of revenue for the nine months ended September 30, 1997
was $5.2 million, representing a decrease of $763,000 or 13% in comparison to
$5.9 million for the comparable 1996 period. Cost of revenue as a percentage of
revenue decreased to 77% in 1997 as compared to 82% 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.
Selling, General and Administrative Expenses. SG&A expenses for the nine months
ended September 30, 1997 were $2.9 million, representing an increase of $35,000
or 1% over the comparable 1996 period. The increase in SG&A expenses was
principally due to increased 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 nine months ended
September 30, 1997 were $3.1 million in comparison to $3.1 million for the
comparable 1996 period.
Other Income. Other income for the nine months ended September 30, 1997 was
$1.1 million, representing a decrease of $30,000 or 3% in comparison to the
comparable 1996 period. The decrease is due to decreased interest earned on
decreased cash and cash equivalents offset by decreased interest paid on
decreased long term debt during the first nine months of 1997 as compared to the
comparable 1996 period.
LIQUIDITY AND CAPITAL RESOURCES:
At September 30, 1997, the Company had $35.0 million in cash and cash
equivalents and $35.3 million of working capital. The Company used
approximately $1.5 million of cash in operations during the nine months ended
September 30, 1997, compared with approximately $4.0 million used in the
comparable 1996 period.
9
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OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
- --------------------------------------------------------------------------------
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, equity financing, collaborative arrangements and long and short
term debt.
Capital expenditures were $1.2 million and $1.7 million for the nine months
ended September 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 September
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
September 30, 1997.
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 1998. 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 ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------------- ----------------------------------
1997 1996 1997 1996
------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Net loss ($971) ($1,247) ($3,411) ($3,580)
============= ============ ============= =============
Weighted average shares outstanding 11,078 10,933 11,019 10,848
============= ============ ============= =============
Net loss per share ($.09) ($.11) ($.31) ($.33)
============= ============ ============= =============
</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 10, 1997 BY: /s/ Lewis C. Paine, III
-----------------------
Lewis C. Paine, III
Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)
DATE: November 10, 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 SUSMMARY FINANCIAL INFORMATION EXTRACTED FROM 10-Q FOR
QUARTER ENDED 9/30/97 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-31-1997 DEC-31-1997
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 0 34,883,000
<SECURITIES> 0 0
<RECEIVABLES> 0 1,139,000
<ALLOWANCES> 0 0
<INVENTORY> 0 2,371,000
<CURRENT-ASSETS> 0 38,577,000
<PP&E> 0 15,829,000
<DEPRECIATION> 0 3,501,000
<TOTAL-ASSETS> 0 52,047,000
<CURRENT-LIABILITIES> 0 3,239,000
<BONDS> 0 0
0 0
0 0
<COMMON> 0 111,000
<OTHER-SE> 0 45,524,000
<TOTAL-LIABILITY-AND-EQUITY> 0 45,635,000
<SALES> 2,209,000 6,655,000
<TOTAL-REVENUES> 2,209,000 6,655,000
<CGS> 1,674,000 5,158,000
<TOTAL-COSTS> 1,674,000 5,158,000
<OTHER-EXPENSES> 1,896,000 6,026,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 99,000 326,000
<INCOME-PRETAX> (971,000) (3,411,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (971,000) (3,411,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (971,000) (3,411,000)
<EPS-PRIMARY> (.09) (.31)
<EPS-DILUTED> 0 0
</TABLE>
