<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, 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 July 31, 1998:
COMMON STOCK, PAR VALUE $.01 11,082,833 SHARES OUTSTANDING
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
- -------------------------------------------------------------------------------
Quarter Ended June 30, 1998
Table of Contents
<TABLE>
<CAPTION>
Page
Number
------
Part I - Financial Information
- ------------------------------
Item 1 - Financial Statements
<S> <C>
Condensed Balance Sheet
June 30, 1998 (Unaudited) and December 31, 1997 3
Condensed Statement of Operations for the
Three and Six Months Ended June 30, 1998 and 1997 (Unaudited) 4
Condensed Statement of Cash Flows for the
Six Months Ended June 30, 1998 and 1997 (Unaudited) 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 10
Signatures 12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OPTA FOOD INGREDIENTS, INC.
CONDENSED BALANCE SHEET (in thousands)
- -----------------------------------------------------------------------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
------------------ -------------------
(Unaudited)
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 30,305 $ 33,689
Accounts receivable, net 2,152 1,409
Inventories, net (Note 2) 2,908 2,548
Prepaid expenses and other current assets 318 162
------------------ -------------------
Total current assets 35,683 37,808
Fixed assets, net 11,890 12,208
Patents and trademarks, net 707 791
Other assets 84 158
------------------ -------------------
$ 48,364 $ 50,965
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 837 $ 1,485
Accounts payable 1,212 1,303
Accrued expenses 800 1,059
------------------ -------------------
Total current liabilities 2,849 3,847
Long term debt 2,525 2,625
Stockholders' equity:
Common stock 111 111
Additional paid-in capital 79,697 79,681
Accumulated deficit (36,818) (35,299)
------------------ -------------------
Total stockholders' equity 42,990 44,493
------------------ -------------------
$ 48,364 $ 50,965
================== ===================
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF OPERATIONS (in thousands, except per share data)
- -----------------------------------------------------------------------------------------------------
(Unaudited)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------------ ---------------------------------
1998 1997 1998 1997
------------- ------------------ ------------- ---------------
<S> <C> <C> <C> <C>
Product revenue $ 3,152 $ 2,413 $ 5,581 $ 4,446
Cost and expenses:
Cost of revenue 2,343 1,917 4,146 3,484
Selling, general and administrative 952 994 1,861 2,022
Research and development 895 1,114 1,775 2,108
------------- ------------------ ---------------
4,190 4,025 7,782 7,614
------------- ------------------ ------------- ---------------
Loss from operations (1,038) (1,612) (2,201) (3,168)
------------- ------------------ ------------- ---------------
Other income (expense):
Interest income 408 477 843 957
Interest expense (77) (112) (157) (227)
Other income (expense), net 21 (2) (4) (2)
------------- ------------------ ------------- ---------------
Net loss ($ 686) ($1,249) ($1,519) ($2,440)
============= ================== ============= ===============
Basic and diluted net loss per share ($.06) ($.11) ($.14) ($.22)
============= ================== ============= ===============
Weighted average shares outstanding 11,081 11,002 11,080 10,990
============= ================== ============= ===============
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF CASH FLOWS (in thousands)
- -----------------------------------------------------------------------------------------------------
(Unaudited)
FOR THE SIX MONTHS ENDED
JUNE 30,
----------------------------------------------
1998 1997
------------------ --------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($1,519) ($2,440)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation and amortization 705 623
Forgiveness of notes receivable 20 20
Change in assets and liabilities:
Increase in accounts receivable, net (744) (373)
(Increase) decrease in inventories, net (360) 719
Increase in other assets (156) (161)
Increase (decrease) in accounts payable (91) 232
Increase (decrease) in accrued expenses (259) 168
Decrease in deferred revenue - (90)
Increase in other liabilities - 10
------------------ --------------------
Total adjustments (885) 1,148
------------------ --------------------
Net cash used in operating activities (2,404) (1,292)
Cash flows from investing activities:
Purchase of short term investments - (3,944)
Sale of short term investments - 642
Purchase of fixed assets (274) (1,064)
Increase in patents and trademarks (28) (54)
Decrease in other assets 54 -
------------------ --------------------
Net cash used in investing activities (248) (4,420)
Cash flows from financing activities:
Proceeds from issuance of common stock 16 667
Prinicipal payments on long term debt (748) (752)
------------------ --------------------
Net cash used in financing activities (732) (85)
------------------ --------------------
Net decrease in cash and cash equivalents (3,384) (5,797)
Cash and cash equivalents at beginning of period 33,689 37,605
------------------ --------------------
Cash and cash equivalents at end of period $30,305 $31,808
================== ====================
</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, 1998 and December
31, 1997 and the results of operations for the three and six months ended
June 30, 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 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,
1998 1997
-------------------- ------------------
<S> <C> <C>
Raw materials $ 414 $ 333
Finished goods 2,494 2,215
-------------------- ------------------
$2,908 $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 $125,000 at June 30, 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
- -------------------------------------------------------------------------------
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/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, 1997 and
the accompanying unaudited condensed financial statements and notes thereto.
The following Discussion and Analysis of the Company's Financial Condition and
Results of Operations may contain forward-looking statements that involve risks
and uncertainties. The Company's actual results could differ significantly 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 adequacy of existing, or the need to secure or build
additional manufacturing capacity in order to meet the 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, 1998 AND 1997:
Revenue. Revenue for the three months ended June 30, 1998 was $3,152,000,
representing an increase of $739,000 or 31% in comparison to $2,413,000 for
the comparable 1997 quarter. The increase in 1998 revenue was largely the
result of increased demand from one of the Company's existing major customers as
well as the addition of a new major customer during the second quarter of 1998.
Cost of revenue. Cost of revenue for the three months ended June 30, 1998 was
$2,343,000, representing an increase of $426,000 or 22% in comparison to
$1,917,000 for the comparable 1997 quarter. Cost of revenue as a percentage of
revenue decreased to 74% for the second quarter of 1998 as compared to 79% in
the second 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.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses for the three months ended June 30, 1998 were
$952,000, representing a decrease of $42,000 or 4% in comparison to $994,000 for
the comparable 1997 quarter. The decrease in SG&A was principally due to a
reduction in consulting costs offset by an increase in public/investor relations
costs.
Research and Development Expenses. Research and development ("R&D") expenses
for the three months ended June 30, 1998 were $895,000, representing a decrease
of $219,000 or 20% in comparison to the comparable 1997 quarter. The decrease
in R&D expenses is the result of initial start-up costs of the Galesburg,
Illinois production facility incurred during 1997.
Other Income. Other income for the three months ended June 30, 1998 was
$352,000, representing a decrease of $11,000 or 3% in comparison to $363,000 for
the comparable 1997 quarter. The decrease is due to decreased interest earned on
reduced amounts of cash and cash equivalents offset in part by decreased
interest paid on lower long term debt during the second quarter of 1998 as
compared to the comparable 1997 quarter.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997:
Revenue. Revenue for the six months ended June 30, 1998 was $5,581,000,
representing an increase of $1,135,000 or 26% in comparison to $4,446,000 for
first six months of 1997. The increase in 1998 revenue was largely the result of
increased demand from two of the Company's existing major customers as well as
the addition of a new major customer during the second quarter of 1998.
Cost of Revenue. Cost of revenue for the six months ended June 30, 1998 was
$4,146,000, representing an increase of $662,000 or 19% in comparison to
$3,484,000 for the comparable 1997 period. Cost of revenue as a percentage of
revenue decreased to 74% in 1998 as compared to 78% in 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.
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, 1998 were $1,861,000, representing a decrease of $161,000 or 8%
in comparison to $2,022,000 for the comparable 1997 period. The decrease in SG&A
expenses was principally due to a reduction in consulting costs offset by an
increase in public/investor relations costs.
Research and Development Expenses. R&D expenses for the six months ended June
30, 1998 were $1,775,000, representing a decrease of $333,000 or 16% in
comparison to the comparable 1997 period. The higher R&D expense in 1997
reflects the initial start-up costs of the Galesburg production facility.
Other Income. Other income for the six months ended June 30, 1998 was $682,000,
representing a decrease of $46,000 or 6% in comparison to $728,000 for the
comparable 1997 period. The decrease is due to decreased interest earned on
reduced amounts of cash and cash equivalents offset in part by decreased
interest paid on lower long term debt during the first six months of 1998 as
compared to the comparable 1997 period.
LIQUIDITY AND CAPITAL RESOURCES:
At June 30, 1998, the Company had $30,305,000 in cash and cash equivalents and
$32,834,000 of working capital. The Company used approximately $2,404,000 of
cash in operations during the six months ended June 30, 1998 compared with
approximately $1,292,000 used in the comparable 1997 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 operating losses principally through product
sales, existing cash and cash equivalents, short term investments, and long and
short term debt.
Capital expenditures were $274,000 and $1,064,000 for the six months ended June
30, 1998 and 1997, respectively. The higher level of capital expenditures in
1997 was related to the renovation of the Company's Galesburg facility.
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, 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 longer 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 and 6(b) - Not Applicable.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Opta Food Ingredients, Inc. was held on Tuesday,
May 19, 1998.
(b) The following individuals were elected to the Board of Directors for a
term expiring in 1999:
<TABLE>
<CAPTION>
Shares voted in favor Votes withheld
--------------------- --------------
<S> <C> <C>
A. S. Clausi 9,013,700 815,396
Anthony B. Evnin 9,000,785 828,311
Harry Fields 9,015,835 813,261
Glynn C. Morris 9,016,285 812,811
Charles W. Newhall, III 9,016,085 813,011
Lewis C. Paine, III 8,999,178 829,918
Frederic Stevenin 9,015,635 813,461
</TABLE>
There were no broker non-votes.
(c) The stockholders approved an amendment to the 1992 Employee, Director
and Consultant Stock Option Plan ("Plan") to increase the Company's
Common Stock available for issuance under the Plan by 250,000 shares
by a vote of 6,120,675 for, 3,376,909 against and 331,512 abstaining,
with no broker non-votes.
(d) The stockholders approved the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants for fiscal year 1998 by a
vote of 9,769,758 for, 52,355 against and 6,983 abstaining, with no
broker non-votes.
ITEM 5 OTHER INFORMATION
Stockholders who wish to have their proposals presented at the 1999 Annual
Meeting of Stockholders must deliver such proposals in writing to the Secretary
of the Company at the Company's principal executive offices no later than
December 18, 1998 for inclusion in the Company's Proxy Statement and Form of
Proxy relating to that meeting. Stockholders who do not wish to include their
proposals in such Proxy Statement and Form of Proxy but who wish to present
proposals at the Company's 1999 Annual Meeting of Stockholders must notify the
Secretary of the Company in writing at the Company's principal executive offices
no later than March 20, 1999 in order for their proposals to be considered
timely for purposes of Rule 14a-4 under the Securities Exchange Act of 1934, as
amended.
10
<PAGE>
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 FOR THE SIX MONTHS ENDED
June 30, JUNE 30,
----------------------------------- ----------------------------------
1998 1997 1998 1997
------------- ----------------- ------------- ----------------
<S> <C> <C> <C> <C>
Net loss ($ 686) ($1,249) ($1,519) ($2,440)
============= ================= ============= ================
Weighted average shares outstanding 11,081 11,002 11,080 10,990
============= ================= ============= ================
Basic and diluted net loss per share ($.06) ($.11) ($.14) ($.22)
============= ================= ============= ================
</TABLE>
All common stock equivalents have been excluded from weighted average
shares outstanding for the purpose of calculating diluted net loss per share.
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: July 31, 1998 BY: /s/ Lewis C. Paine, III
-----------------------
Lewis C. Paine, III
Chairman of the Board, President and
Chief Executive Officer
(principal executive officer)
DATE: July 31, 1998 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
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> APR-01-1998 JAN-01-1998
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 0 30,305,000
<SECURITIES> 0 0
<RECEIVABLES> 0 2,152,000
<ALLOWANCES> 0 0
<INVENTORY> 0 2,908,000
<CURRENT-ASSETS> 0 35,683,000
<PP&E> 0 16,228,000
<DEPRECIATION> 0 4,338,000
<TOTAL-ASSETS> 0 48,364,000
<CURRENT-LIABILITIES> 0 2,849,000
<BONDS> 0 0
0 0
0 0
<COMMON> 0 111,000
<OTHER-SE> 0 42,879,000
<TOTAL-LIABILITY-AND-EQUITY> 0 48,364,000
<SALES> 3,152,000 5,581,000
<TOTAL-REVENUES> 3,152,000 5,581,000
<CGS> 2,343,000 4,146,000
<TOTAL-COSTS> 2,343,000 4,146,000
<OTHER-EXPENSES> 1,847,000 3,636,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 77,000 157,000
<INCOME-PRETAX> (686,000) (1,519,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (686,000) (1,519,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (686,000) (1,519,000)
<EPS-PRIMARY> (0.06) (0.14)
<EPS-DILUTED> 0 0
</TABLE>
