<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 MARCH 31, 1998 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)
(781) 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 April 30, 1998:
COMMON STOCK, PAR VALUE $.01 11,079,833 SHARES OUTSTANDING
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
- --------------------------------------------------------------------------------
Three Months Ended March 31, 1998
---------------------------------
Table of Contents
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Page
Number
------
Part I - Financial Information
- ------------------------------
Item 1 - Financial Statements
Condensed Balance Sheet (Unaudited)
March 31, 1998 and December 31, 1997 3
Condensed Statement of Operations (Unaudited)
for the Three Months Ended March 31, 1998 and 1997 4
Condensed Statement of Cash Flows (Unaudited)
for the Three Months Ended March 31, 1998 and 1997 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
- ---------------------------
Items 1 through 6 10
Signatures 11
2
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OPTA FOOD INGREDIENTS, INC.
CONDENSED BALANCE SHEET (in thousands)
- -------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------------ -------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 31,371 $ 33,689
Accounts receivable, net 1,477 1,409
Inventories, net (Note 2) 3,021 2,548
Prepaid expenses and other current assets 202 162
------------------ -------------------
Total current assets 36,071 37,808
Fixed assets, net 11,957 12,208
Patents and trademarks, net 752 791
Other assets 133 158
------------------ -------------------
$ 48,913 $ 50,965
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 1,161 $ 1,485
Accounts payable 589 1,303
Accrued expenses 930 1,059
------------------ -------------------
Total current liabilities 2,680 3,847
Long term debt 2,573 2,625
Stockholders' equity:
Common stock 111 111
Additional paid-in capital 79,681 79,681
Accumulated deficit (36,132) (35,299)
------------------ -------------------
Total stockholders' equity 43,660 44,493
------------------ -------------------
$ 48,913 $ 50,965
================== ===================
</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
MARCH 31,
-------------------------------------
1998 1997
---------------- ----------------
<S> <C> <C>
Product revenue $ 2,429 $ 2,033
Cost and expenses:
Cost of revenue 1,803 1,567
Selling, general and administrative 909 1,028
Research and development 880 994
---------------- ----------------
3,592 3,589
---------------- ----------------
Loss from operations (1,163) (1,556)
Other income (expense):
Interest income 435 480
Interest expense (80) (115)
Other expense (25) -
---------------- ----------------
Net loss ($ 833) ($1,191)
================ ================
Basic and diluted net loss per share ($ .08) ($ .11)
================ ================
Weighted average shares outstanding 11,080 10,977
================ ================
</TABLE>
4
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OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF CASH FLOWS
(in thousands)
- --------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------------------------------
1998 1997
------------------ --------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 833) ($1,191)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 349 311
Forgiveness of notes receivable 20 20
Change in assets and liabilities:
Increase in accounts receivable, net (69) (171)
(Increase) decrease in inventories, net (473) 292
Increase in other assets (35) (20)
Decrease in accounts payable (714) (115)
Increase (decrease) in accrued expenses (129) 118
Decrease in other liabilities - (25)
------------------ --------------------
Total adjustments (1,051) 410
------------------ --------------------
Net cash used in operating activities (1,884) (781)
Cash flows from investing activities:
Sale of short term investments - 642
Purchase of fixed assets, net (41) (338)
Increase in patents and trademarks (17) (21)
------------------ --------------------
Net cash (used in) provided by investing activities (58) 283
Cash flows from financing activities:
Proceeds from issuance of common stock, net - 6
Principal payments on long term debt (376) (377)
------------------ --------------------
Net cash used in financing activities (376) (371)
------------------ --------------------
Net decrease in cash and cash equivalents (2,318) (869)
Cash and cash equivalents at beginning of period 33,689 37,605
------------------ --------------------
Cash and cash equivalents at end of period $31,731 $ 36,736
================== ====================
</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 March 31, 1998 and
December 31, 1997 and the results of operations for the three months ended
March 31, 1998 and 1997, 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, 1997 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>
MARCH 31, December 31,
1998 1997
-------------------- ------------------
<S> <C> <C>
Raw materials $ 391 $ 333
Finished goods 2,630 2,215
-------------------- ------------------
$3,021 $2,548
==================== ==================
</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 $150,000 at March 31, 1998 and $250,000 at December 31,
1997.
3. NET LOSS PER SHARE
Basic net loss per share is determined by dividing the net loss by the
weighted average number of common shares outstanding during the period. All
common stock equivalents have been excluded from weighted average shares
outstanding for calculating diluted net loss per share. During the fourth
quarter of 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("FAS 128"). FAS 128 replaces primary
and fully diluted earnings per share with basic and diluted earnings per
share. The adoption of this standard had 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
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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 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, 1997 and the accompanying unaudited
condensed financial statements and notes for the three months ended March 31,
1998 and 1997, respectively.
The following Discussion and Analysis of the Company's 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 any
results expressed or implied by 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
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 MARCH 31, 1998 AND 1997:
Revenue. Revenue for the three months ended March 31, 1998 was $2.4 million,
representing an increase of $396,000 or 19% in comparison to $2.0 million for
the comparable 1997 quarter. The increase in 1998 first quarter revenue was
largely the result of increased demand from two of the Company's major
customers.
7
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Cost of Revenue. Cost of revenue for the three months ended March 31, 1998 was
$1.8 million, representing an increase of $236,000 or 15% in comparison to $1.6
million for the comparable 1997 quarter. Cost of revenue as a percentage of
revenue decreased to 74% for the first quarter of 1998 as compared to 77% in the
first quarter of 1997. 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. Opta is attempting
to further reduce its cost of revenue as a percentage of revenue in 1998 due to
manufacturing efficiencies gained from increased production volume, although
there is no assurance that such reductions will be realized.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses for the three months ended March 31, 1998 were
$909,000 representing a decrease of $119,000 or 12% in comparison to $1.0
million for the comparable 1997 quarter. The decrease in SG&A expenses was
principally due to a reduction in consulting costs.
Research and Development Expenses. Research and development ("R&D") expenses
for the three months ended March 31, 1998 were $880,000 representing a decrease
of $114,000 or 11% in comparison to $994,000 for the comparable 1997 quarter.
The decrease in R&D expenses was the result of start-up costs of the Galesburg
facility incurred in the 1997 quarter.
Other Income. Other income for the three months ended March 31, 1998 was
$330,000, representing a decrease of $35,000 or 10% in comparison to $365,000
for the comparable 1997 quarter. The decrease is primarily the result of
interest earned on decreased cash and cash equivalents during the first quarter
of 1998 as compared to the first quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES:
At March 31, 1998, the Company had $31.4 million in cash and cash equivalents
and $33.4 million of working capital. The Company used approximately $1.9
million of cash in operations during the three months ended March 31, 1998,
compared with approximately $781,000 used in the comparable 1997 quarter. 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.
Capital expenditures were $41,000 and $338,000 for the three months ended March
31, 1998 and 1997, respectively. The higher level of capital expenditures for
the first quarter of 1997 was related to the renovation of the Company's
Galesburg facility.
8
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
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 March
31, 1998.
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 long term, which it may seek through equity or debt
financing, 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 capital when conditions are
favorable, even if it does not have an immediate need for additional capital at
such time.
9
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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) Basic and diluted net loss per share computation (in thousands, except
per share data):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------------------
1998 1997
------------- --------------
<S> <C> <C>
Net loss ($833) ($1,191)
============= ==============
Weighted average shares outstanding 11,080 10,977
============= ==============
Basic and diluted net loss per share ($.08) ($.11)
============= ==============
</TABLE>
All common stock equivalents have been excluded from weighted average
shares outstanding for calculating diluted net loss per share.
10
<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: May 8, 1998 BY: /s/Lewis C. Paine, III
-------------------------
Lewis C. Paine, III
Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)
DATE: May 8, 1998 BY: /s/Scott A. Kumf
-------------------------
Scott A. Kumf
Chief Financial Officer,
Vice President Administration and Treasurer
(principal financial and accounting officer)
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 31,371,000
<SECURITIES> 0
<RECEIVABLES> 1,477,000
<ALLOWANCES> 0
<INVENTORY> 3,021,000
<CURRENT-ASSETS> 36,071,000
<PP&E> 15,995,000
<DEPRECIATION> 4,038,000
<TOTAL-ASSETS> 48,913,000
<CURRENT-LIABILITIES> 2,680,000
<BONDS> 0
0
0
<COMMON> 111,000
<OTHER-SE> 43,549,000
<TOTAL-LIABILITY-AND-EQUITY> 48,913,000
<SALES> 2,429,000
<TOTAL-REVENUES> 2,429,000
<CGS> 1,803,000
<TOTAL-COSTS> 1,803,000
<OTHER-EXPENSES> 1,789,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 80,000
<INCOME-PRETAX> (833,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (833,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (833,000)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
