<PAGE>
UNITED STATES
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, 2000
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 [ ]
As of May 1, 2000, the registrant had 10,897,864 shares of common stock
outstanding.
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
- -------------------------------------------------------------------------------
Quarter Ended March 31, 2000
Table of Contents
Page
Number
------
Part I - Financial Information
- ------------------------------
Item 1 - Financial Statements
Condensed Balance Sheet
March 31, 2000 (Unaudited) and December 31, 1999 (Audited) 3
Condensed Statement of Operations for the Three Months Ended
March 31, 2000 and 1999 (Unaudited) 4
Condensed Statement of Cash Flows for the Three Months Ended
March 31, 2000 and 1999 (Unaudited) 5
Notes to Condensed Unaudited Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3 - Quantitative and Qualitative Disclosure
About Market Risk 11
Part II - Other Information
- ---------------------------
Item 1 through Item 6 12
Signatures 13
2
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED BALANCE SHEET (in thousands)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------------------ -------------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,953 $ 2,578
Short term investments 7,380 10,004
Accounts receivable, net 3,665 3,927
Inventories (Note 3) 5,098 4,678
Prepaid expenses and other current assets 506 546
------------------ -------------------
Total current assets 20,602 21,733
Fixed assets, net 23,275 23,820
Patents and trademarks, net 543 592
Goodwill 1,508 1,549
Other assets 180 121
------------------ -------------------
$ 46,108 $ 47,815
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 377 $ 394
Accounts payable 961 1,872
Accrued expenses 1,487 1,280
------------------ -------------------
Total current liabilities 2,825 3,546
Long term debt 2,603 2,733
Stockholders' equity:
Common stock 111 111
Additional paid-in capital 79,807 79,807
Treasury stock, at cost (737) (444)
Accumulated deficit (38,501) (37,938)
------------------ -------------------
Total stockholders' equity 40,680 41,536
------------------ -------------------
$ 46,108 $ 47,815
================== ===================
</TABLE>
3
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF OPERATIONS (in thousands, except per share data)
- -------------------------------------------------------------------------------
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
2000 1999
---------------- ---------------
Product revenue $ 6,364 $ 4,065
Cost and expenses:
Cost of revenue 4,337 2,810
Selling, general and administrative 1,678 999
Research and development 752 823
Restructuring costs (Note 4) 300 350
---------------- ---------------
7,067 4,982
---------------- ---------------
Loss from operations (703) (917)
Other income (expense):
Interest income 176 347
Interest expense (62) (68)
Other income (expense) 26 16
---------------- ---------------
140 295
---------------- ---------------
Net loss ($ 563) ($ 622)
================ ===============
Basic and diluted net loss per share
(Note 5) ($ .05) ($ .06)
================ ===============
Weighted average shares outstanding 10,903 11,106
================ ===============
4
<PAGE>
OPTA FOOD INGREDIENTS, INC.
CONDENSED STATEMENT OF CASH FLOWS (in thousands)
- -------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
---------------------------------------------
2000 1999
------------------ -------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 563) ($ 622)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 780 383
Change in assets and liabilities:
(Increase) decrease in accounts receivable, net 262 (396)
Increase in inventories, net (420) (487)
(Increase) decrease in other assets (17) 26
Increase (decrease) in accounts payable (911) 49
Increase (decrease) in accrued expenses 207 (488)
------------------ -------------------
Total adjustments (99) (913)
------------------ -------------------
Net cash used in operating activities (662) (1,535)
Cash flows from investing activities:
Purchase of short term investments (8,826) -
Maturity of short term investments 11,449 -
Purchase of fixed assets, net (130) (170)
Increase in patents and trademarks (16) (52)
------------------ -------------------
Net cash provided by (used in) investing activities 2,477 (222)
Cash flows from financing activities:
Proceeds from issuance of common stock, net - 7
Principal payments on long term debt (147) (79)
Purchase of treasury stock (293) -
------------------ -------------------
Net cash used in financing activities (440) (72)
------------------ -------------------
Net increase (decrease) in cash and cash equivalents 1,375 (1,829)
Cash and cash equivalents at beginning of period 2,578 30,315
------------------ -------------------
Cash and cash equivalents at end of period $ 3,953 $28,486
================== ===================
</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") 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, 2000 and December 31, 1999 and the
results of operations for the three months ended March 31, 2000 and 1999,
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, 1999, 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. RECENT PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 summarizes the SEC's views in applying generally
accepted accounting principles to selected revenue recognition issues. The
Company is required to adopt SAB 101 in the first quarter of fiscal 2000.
The impact of SAB 101 is considered to be immaterial on the Company's
financial statements.
3. INVENTORIES, NET
Inventories consist of the following (in thousands):
MARCH 31, DECEMBER 31,
2000 1999
------------------- ------------------
Raw materials $ 881 $ 919
Finished goods 4,217 3,759
------------------- ------------------
$5,098 $4,678
=================== ==================
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 $243,000 and $250,000 at March 31, 2000 and December 31, 1999,
respectively.
6
<PAGE>
4. RESTRUCTURING COSTS
During the first quarter 2000, the Company made the decision to consolidate
the Company's starch-based operations and relocate Stabilized Products to its
Galesburg, Illinois production facility. As a result, the results for the
three months ended March 31, 2000 reflect a restructuring charge of $300,000,
comprised of the following: severance costs of $170,000 related to the
termination of 6 employees in general and administrative and manufacturing
functions; and $130,000 in non-cash expenses resulting primarily from fixed
asset write-downs related to building improvements on the leased facility.
For the three months ended March 31, 2000, no severance payments had been
made.
On February 18, 1999, the Company announced a restructuring program which
included a reduction in headcount at its corporate headquarters as a result
of discontinuing research on its protein coatings and encapsulation
technology platform. As a result, the Company recorded a restructuring charge
of $350,000 which is included in operating expenses for the three months
ended March 31, 1999. The restructuring charge was primarily related to
severance costs associated with the termination of 6 employees in
applications and research & development functions which were paid out over a
six month period ending July 1999.
5. 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 because such
equivalents are anti-dilutive.
6. STOCK REPURCHASE PLAN
In April 1999, the Company's Board of Directors approved a stock repurchase
plan under which the Company is authorized to purchase shares subject to
certain business and market restrictions. During 1999, the Company purchased
150,000 shares of common stock at an aggregate cost of $443,750 which was
recorded as treasury stock as of December 31, 1999. In January 2000, the
Company purchased an additional 100,000 shares of common stock at an
aggregate cost of $293,750 which was recorded as treasury stock at March 31,
2000.
7. ACQUISITIONS
On June 30, 1999, the Company acquired the assets of Stabilized Products,
Inc. ("SPI") for approximately $2.4 million in cash. The acquisition of SPI
was accounted for as a purchase and the excess of the purchase price over the
fair value of the net assets acquired was $1.6 million and has been recorded
as goodwill, which is being amortized on a straight-line basis over 10 years.
The purchase price was allocated based on the fair values of the assets
purchased as follows (in thousands):
Accounts receivable $ 426
Inventories 276
Machinery and equipment 76
Other assets 4
Goodwill 1,630
7
<PAGE>
On December 31, 1999, the Company acquired substantially all the assets of
Canadian Harvest located in Cambridge, Minnesota and all of the outstanding
shares of common stock of Canadian Harvest Process Ltd. located in St.
Thomas, Ontario, Canada for $12 million in cash, with an additional $1.6
million paid for net working capital. The acquisition of Canadian Harvest
was accounted for as a purchase and the purchase price has been tentatively
allocated based on estimated fair values of the assets purchased as follows
(in thousands):
Property, plant and equipment $11,790
Intangibles 110
Accounts receivable 1,029
Inventories 934
Other assets 76
Accounts payable 263
Accrued expenses 83
8
<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.
This discussion should be read in conjunction with the Company's Annual Report
on Form 10-K for the year ended December 31, 1999 and the accompanying unaudited
condensed financial statements and notes for the three months ended March 31,
2000 and 1999, respectively.
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. 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 the historical results or from 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 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 successfully 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; the challenges of integrating the
operations of acquired businesses; and general economic conditions.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999:
Revenue. Revenue for the three months ended March 31, 2000 was $6.4 million,
representing an increase of $2.3 million or 57% in comparison to $4.1 million
for the comparable 1999 quarter. A majority of the increase in 2000 first
quarter revenue was attributable to the recently acquired Stabilized Products
and Canadian Harvest divisions. In addition, revenue for quarter was impacted
by an operational change on the part of a major customer that resulted in
reduced demand for a certain fiber product. The Company anticipates sales to
this customer to be lower this year than in 1999.
9
<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, 2000 was
$4.3 million, representing an increase of $1.5 million or 54% in comparison to
$2.8 million for the comparable 1999 quarter. Cost of revenue as a percentage
of revenue decreased to 68% for the first quarter of 2000 as compared to 69% in
the first quarter of 1999. This percentage decrease was largely the result of
certain improvements in fiber-based product 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 March 31, 2000 were
$1.7 million representing an increase of $679,000 or 68% in comparison to
$999,000 for the comparable 1999 quarter. A majority of the increase in SG&A
expenses was due to additional expenses attributable to the recently acquired
Stabilized Products and Canadian Harvest divisions as well as the Company
recorded a charge of $350,000 related to severance costs attributable to the
recent departure of its former Chief Executive Officer and President, Lewis C.
Paine, III.
Research and Development Expenses. Research and development ("R&D") expenses
for the three months ended March 31, 2000 were $752,000 representing a decrease
of $71,000 or 9% in comparison to $823,000 for the comparable 1999 quarter. The
decrease in R&D expenses was the result of the reduction in personnel costs
related to the Company's restructuring program which discontinued research on
its protein coatings and encapsulation technology platform in February 1999.
Restructuring Costs. The results for the three months ended March 31, 2000
reflect a restructuring charge of $300,000 related to the decision to
consolidate the Company's starch-based operations and relocate Stabilized
Products to its Galesburg, Illinois production facility. For the three months
ended March 31, 1999, the Company recorded a restructuring charge of $350,000
which is included in operating expenses. This charge was the result of a cost
reduction program which included a reduction in headcount at its corporate
headquarters as a result of discontinuing research on its protein coatings and
encapsulation technology platform.
Other Income. Other income for the three months ended March 31, 2000 was
$140,000, representing a decrease of $155,000 or 53% in comparison to $295,000
for the comparable 1999 quarter. The decrease was due to decreased interest
income on reduced amounts of cash and cash equivalents during the first quarter
of 2000 as compared to the comparable 1999 quarter.
LIQUIDITY AND CAPITAL RESOURCES:
At March 31, 2000, the Company had $11.3 million in cash and cash equivalents
and $17.8 million of working capital. The Company used approximately $662,000
of cash in operations during the three months ended March 31, 2000, compared
with approximately $1.5 million used in the comparable 1999 quarter.
Capital expenditures were $130,000 and $170,000 for the three months ended March
31, 2000 and 1999, respectively. The higher level of capital expenditures for
the first quarter of 1999 was related to the completion of the expansion of the
Louisville production facility to increase the Company's capacity to produce oat
fiber products.
10
<PAGE>
OPTA FOOD INGREDIENTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- -------------------------------------------------------------------------------
In addition, the Company used approximately $293,000 of cash during the three
months ended March 31, 2000 to purchase 100,000 of treasury stock under the
stock repurchase program announced in April 1999.
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, 2000.
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 2000. 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.
REVENUE RECOGNITION
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 summarizes the SEC's views in applying generally accepted
accounting principles to selected revenue recognition issues. The Company is
required to adopt SAB 101 in the first quarter of fiscal 2000. The impact of
SAB 101 is considered to be immaterial on the Company's financial statements.
PART I ITEM 3
Quantitative and Qualitative Disclosure about Market Risk
- ---------------------------------------------------------
In January 1997, the Securities and Exchange Commission issued Financial
Reporting Release No. 48, which expands the disclosure requirements for certain
derivatives and other financial instruments. The Company does not utilize
derivative financial instruments. The carrying amounts reflected in the
condensed balance sheet of cash and cash equivalents, trade receivables and
trade payables approximates fair value at March 31, 2000 due to the short
maturities of these instruments.
11
<PAGE>
OPTA FOOD INGREDIENTS, INC.
PART II - OTHER INFORMATION
- -------------------------------------------------------------------------------
Items 1, 2, 3, 4, and 5 - Not Applicable.
ITEM 6 (a) EXHIBITS
(11) Basic and diluted net loss per share computation (in thousands, except
per share data):
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
2000 1999
------------- -----------------
Net loss ($563) ($622)
============= =================
Weighted average shares outstanding 10,903 11,106
============= =================
Basic and diluted net loss per share ($.05) ($.06)
============= =================
All common stock equivalents have been excluded from weighted average shares
outstanding for calculating diluted net loss per share because such equivalents
are anti-dilutive.
(27) Financial data schedule
ITEM 6 (b) REPORTS ON FORM 8-K
On January 8, 2000, the Company filed a report on Form 8-K in connection with
its purchase of the assets of Canadian Harvest and the stock of Canadian Harvest
Process Ltd. On March 30, 2000, the Compnay filed an amendment report on Form
8-K/A which included the financial statements of Canandian Harvest.
12
<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, 2000 BY: /s/ Arthur J. McEvily, Ph.D.
----------------------------
Arthur J. McEvily, Ph.D.
President and Chief Executive Officer
(principal executive officer)
DATE: May 8, 2000 BY: /s/ Scott A. Kumf
-----------------
Scott A. Kumf
Chief Financial Officer,
Vice President Administration and Treasurer
(principal financial and accounting officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,953,000
<SECURITIES> 7,380,000
<RECEIVABLES> 3,770,000
<ALLOWANCES> 105,000
<INVENTORY> 5,098,000
<CURRENT-ASSETS> 20,602,000
<PP&E> 30,168,000
<DEPRECIATION> 6,893,000
<TOTAL-ASSETS> 46,108,000
<CURRENT-LIABILITIES> 2,825,000
<BONDS> 0
0
0
<COMMON> 111,000
<OTHER-SE> 40,569,000
<TOTAL-LIABILITY-AND-EQUITY> 46,108,000
<SALES> 6,364,000
<TOTAL-REVENUES> 6,364,000
<CGS> 4,337,000
<TOTAL-COSTS> 4,337,000
<OTHER-EXPENSES> 2,730,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62,000
<INCOME-PRETAX> (563,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (563,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (563,000)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
