<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 June 30, 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 July 31, 2000, the registrant had 10,751,987 shares of common stock
outstanding.
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
--------------------------------------------------------------------------------
Quarter Ended June 30, 2000
Table of Contents
Page
Number
------
Part I - Financial Information
------------------------------
Item 1 - Financial Statements
Condensed Balance Sheet
June 30, 2000 (Unaudited) and December 31, 1999 (Audited) 3
Condensed Statement of Operations for the
Three and Six Months Ended June 30, 2000 and 1999 (Unaudited) 4
Condensed Statement of Cash Flows for the
Six Months Ended June 30, 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 12
Market Risk
Part II - Other Information
---------------------------
Item 1 through Item 6 13
Signatures 15
<PAGE>
Opta Food Ingredients, Inc.
Condensed Balance Sheet (in thousands)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------------ -------------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,311 $ 2,578
Short term investments 4,743 10,004
Accounts receivable, net 4,066 3,927
Inventories, net (Note 3) 5,448 4,678
Prepaid expenses and other current assets 476 546
------------------ -------------------
Total current assets 21,044 21,733
Fixed assets, net 23,039 23,820
Goodwill, net 1,467 1,549
Patents and trademarks, net 494 592
Other assets 249 121
------------------ -------------------
$ 46,293 $ 47,815
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 365 $ 394
Accounts payable 1,853 1,872
Accrued expenses 1,055 1,280
------------------ -------------------
Total current liabilities 3,273 3,546
Long term debt 2,479 2,733
Stockholders' equity:
Common stock 111 111
Additional paid-in capital 79,807 79,807
Treasury Stock (1,115) (444)
Accumulated deficit (38,262) (37,938)
------------------ -------------------
Total stockholders' equity 40,541 41,536
------------------ -------------------
$ 46,293 $ 47,815
================== ===================
</TABLE>
The accompanying notes are an integral part of the financial statements.
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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- -------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Product revenue $ 6,908 $ 4,506 $13,272 $ 8,571
Cost and expenses:
Cost of revenue 4,824 2,943 9,161 5,753
Selling, general and administrative 1,251 1,102 2,929 2,101
Research and development 737 796 1,489 1,619
Restructuring costs (Note 4) - - 300 350
------------- ------------- ------------- -------------
6,812 4,841 13,879 9,823
------------- ------------- ------------- -------------
Income (loss) from operations 96 (335) (607) (1,252)
Other income (expense):
Interest income 174 333 350 680
Interest expense (59) (63) (121) (131)
Other income, net 28 13 54 29
------------- ------------- ------------- -------------
143 283 283 578
------------- ------------- ------------- -------------
Net income (loss) $ 239 ($ 52) ($ 324) ($ 674)
============= ============= ============= =============
Basic net income (loss) per share (Note 5) $.02 ($ .00) ($ .03) ($ .06)
============= ============= ============= =============
Diluted net income (loss) per share (Note 5) $.02 ($ .00) ($ .03) ($ .06)
============= ============= ============= =============
Weighted average shares outstanding - basic 10,780 11,047 10,841 11,076
============= ============= ============= =============
Weighted average shares outstanding - diluted 10,812 11,047 10,841 11,076
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
OPTA FOOD INGREDIENTS, INC.
Condensed Statement of Cash Flows (in thousands)
-------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended
JUNE 30,
---------------------------------------------
2000 1999
------------------ -------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 324) ($ 674)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation and amortization 1,560 768
Change in assets and liabilities:
Increase in accounts receivable, net (139) (700)
Increase in inventories, net (770) (631)
(Increase) decrease in other current assets 70 (33)
Decrease in accounts payable (19) (21)
Decrease in accrued expenses (225) (473)
------------------ -------------------
Total adjustments 477 (1,090)
------------------ -------------------
Net cash provided by (used in) operating activities 153 (1,764)
Cash flows from investing activities:
Purchase of short term investments (8,810) -
Maturity of short term investments 14,071 -
Acquisition of businesses - (2,374)
Purchase of fixed assets (568) (309)
Increase in patents and trademarks (31) (61)
Increase in other assets (128) -
------------------ -------------------
Net cash provided by (used in) investing activities 4,534 (2,744)
Cash flows from financing activities:
Proceeds from issuance of common stock - 7
Purchase of treasury stock (671) (444)
Principal payments on long term debt (283) (146)
------------------ -------------------
Net cash used in financing activities (954) (583)
------------------ -------------------
Net increase (decrease) in cash and cash equivalents 3,733 (5,091)
Cash and cash equivalents at beginning of period 2,578 30,315
------------------ -------------------
Cash and cash equivalents at end of period $ 6,311 $25,224
================== ===================
</TABLE>
The accompanying notes are an integral part of the financial statements
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 June 30, 2000 and December 31, 1999 and the
results of operations for the three and six months ended June 30, 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. In
June 2000, the Commission issued SAB101B which delayed the implementaion of
SAB101 until no later than the quarter ended December 31, 2000. The impact of
SAB 101 is considered to be immaterial on the Company's financial statements.
In March 2000, the FASB issued Interpretation ("FIN") No. 44, "Accounting for
Certain Transactions Involving Stock Compensation--an interpretation of APB
Opinion No. 25". FIN No. 44 clarifies the application of APB Opinion No. 25
to certain issues including: the definition of an employee for purposes of
applying APB Opinion No. 25; the criteria for determining whether a plan
qualifies as a non-compensatory plan; the accounting consequence of various
modifications to the terms of previously fixed stock options or awards; and
the accounting for the exchange of stock compensation awards in business
combination. FIN No. 44 is effective July 1, 2000, but certain conclusions in
FIN No. 44 are applicable retroactively to specific events occurring after
either December 15, 1998 or January 12, 2000. The Company does not expect the
application of FIN No. 44 to have a material impact on the Company's
financial position or results of operations.
6
<PAGE>
3. INVENTORIES, NET
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------------------- ------------------
<S> <C> <C>
Raw materials $1,246 $ 919
Finished goods 4,202 3,759
-------------------- ------------------
$5,448 $4,678
==================== ==================
</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 $243,000 at June 30, 2000 and $250,000 at December 31, 1999.
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
six months ended June 30, 2000 reflect a restructuring charge of $300,000
which was recorded in the first quarter of 2000, 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 six months ended June
30, 2000, $102,000 has been paid relating to severance.
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 was recorded in the first quarter of 1999, which is
included in operating expenses for the six months ended June 30, 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 INCOME (LOSS) PER SHARE
Basic net income (loss) per share is determined by dividing the net income
(loss) by the weighted average number of common shares outstanding during the
period. Diluted net income (loss) per share for the three months ended June
30, 2000 is determined by dividing the net income by the weighted average
shares outstanding including common stock equivalents. For the six months
ended June 30, 2000 as well as the three and six months ended June 30, 1999,
all common stock equivalents have been excluded from weighted average shares
outstanding for calculating diluted net income (loss) per share because such
equivalents are anti-dilutive.
7
<PAGE>
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 at December 31, 1999. During the six months ended
June 30, 2000, the Company purchased an additional 266,150 shares of common
stock at an aggregate cost of $671,000 which was recorded as treasury stock.
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
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.
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 JUNE 30, 2000 AND 1999:
Revenue. Revenue for the three months ended June 30, 2000 was $6.9 million,
representing an increase of $2.4 million or 53% in comparison to $4.5 million
for the comparable 1999 quarter. A majority of the increase in second quarter
revenue was attributable to the recently acquired Stabilized Products and
Canadian Harvest divisions. In addition, revenue for the second 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>
Cost of revenue. Cost of revenue for the three months ended June 30, 2000 was
$4.8 million, representing an increase of $1.9 million or 64% in comparison to
$2.9 million for the comparable 1999 quarter. Cost of revenue as a percentage
of revenue increased to 70% for the second quarter of 2000 as compared to 65% in
the second quarter of 1999. This percentage increase was largely attributable to
the impact on margins resulting from Canadian Harvest gross margins of 29% as
well as lower starch-based product margins resulting from operating under a five
day production schedule in 2000 at the company's Galesburg facility as compared
to a seven day production schedule in 1999. The production schedule was
increased in 1999 to support the introduction of a new starch-based product.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses for the three months ended June 30, 2000 were
$1.2 million, representing an increase of $149,000 or 14% in comparison to $1.1
million 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 businesses.
Research and Development Expenses. Research and development ("R&D") expenses
for the three months ended June 30, 2000 were $737,000, representing a decrease
of $59,000 or 7% in comparison to $796,000 for the comparable 1999 quarter.
Other Income. Other income for the three months ended June 30, 2000 was
$143,000, representing a decrease of $140,000 or 49% in comparison to $283,000
for the comparable 1999 quarter. The decrease was due to decreased interest
income on reduced amounts of cash and cash equivalents during the second quarter
of 2000 as compared to the comparable 1999 quarter.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999:
Revenue. Revenue for the six months ended June 30, 2000 was $13.3 million,
representing an increase of $4.7 million or 55% in comparison to $8.6 million
for the first six months of 1999. A majority of the increase in 2000 revenue was
attributable to the recently acquired Stabilized Products and Canadian Harvest
divisions. In addition, revenue for 2000 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.
Cost of Revenue. Cost of revenue for the six months ended June 30, 2000 was
$9.2 million, representing an increase of $3.4 million or 59% in comparison to
$5.8 million for the comparable 1999 period. Cost of revenue as a percentage of
revenue increased to 69% in 2000 as compared to 67% for the 1999 period. This
percentage increase was largely attributable to the impact on margins resulting
from Canadian Harvest gross margins of 29% as well as lower starch-based product
margins resulting from operating under a five day production schedule in 2000 at
the company's Galesburg facility as compared to a seven day production schedule
in 1999. The production schedule was increased in 1999 to support the
introduction of a new starch-based product.
Selling, General and Administrative Expenses. SG&A expenses for the six months
ended June 30, 2000 were $2.9 million, representing an increase of $828,000 or
39% in comparison to $2.1 million for the comparable 1999 period. A majority of
the increase in SG&A expenses was due to additional expenses attributable to the
recently acquired Stabilized Products and Canadian Harvest businesses as well as
the Company recorded a charge of $350,000 related to severance costs
attributable to the departure of its former Chief Executive Officer and
President, Lewis C. Paine, III in March 2000.
10
<PAGE>
Research and Development Expenses. R&D expenses for the six months ended June
30, 2000 were $1.5 million, representing a decrease of approximately $130,000 or
8% in comparison to $1.6 million for the comparable 1999 period. 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2000 was $283,000,
representing a decrease of $295,000 or 51% in comparison to $578,000 for the
comparable 1999 period. The decrease was due to decreased interest income on
reduced amounts of cash and cash equivalents during 2000 as compared to the
comparable 1999 period.
LIQUIDITY AND CAPITAL RESOURCES:
At June 30, 2000, the Company had $11.1 million in cash and short term
investments and $17.8 million of working capital. The Company realized positive
cash from operations of approximately $153,000 during the six months ended June
30, 2000 compared with approximately $1.8 million of cash used in operations for
the comparable 1999 period.
Capital expenditures were $568,000 and $309,000 for the six months ended June
30, 2000 and 1999, respectively. The Company utilized approximately $2.4
million in cash to acquire the assets of Stabilized Products, Inc. on June 30,
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 June
30, 2000.
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 2001. 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.
11
<PAGE>
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. In June 2000,
the Commission issued SAB101B which delayed the implementaion of SAB101 until no
later than the quarter ended December 31, 2000. The impact of SAB 101 is
considered to be immaterial on the Company's financial statements.
In March 2000, the FASB issued Interpretation ("FIN") No. 44, "Accounting for
Certain Transactions Involving Stock Compensation--an interpretation of APB
Opinion No. 25". FIN No. 44 clarifies the application of APB Opinion No. 25 to
certain issues including: the definition of an employee for purposes of applying
APB Opinion No. 25; the criteria for determining whether a plan qualifies as a
non-compensatory plan; the accounting consequence of various modifications to
the terms of previously fixed stock options or awards; and the accounting for
the exchange of stock compensation awards in business combination. FIN No. 44 is
effective July 1, 2000, but certain conclusions in FIN No. 44 are applicable
retroactively to specific events occurring after either December 15, 1998 or
January 12, 2000. The Company does not expect the application of FIN No. 44 to
have a material impact on the Company's financial position or results of
operations.
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 June 30, 2000 due to the short
maturities of these instruments.
12
<PAGE>
OPTA FOOD INGREDIENTS, INC.
PART II - OTHER INFORMATION
-------------------------------------------------------------------------------
Items 1, 2, 3, 5 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
23, 2000.
(b) The following individuals were elected to the Board of Directors for a
term expiring in 2001:
Shares voted in favor Votes withheld
--------------------- --------------
William P. Carmichael 9,182,066 824,584
A. S. Clausi 9,179,450 827,200
Harry Fields 9,179,000 827,650
Glynn C. Morris 9,181,066 825,584
Arthur J. McEvily, Ph.D. 9,182,066 824,584
Olivier Suquet 9,182,066 824,584
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 7,878,884 for, 2,110,733 against and 17,033 abstaining, with no
broker non-votes.
(d) The stockholders approved the appointment of PricewaterhouseCoopers LLP
as the Company's independent accountants for fiscal year 2000 by a vote
of 9,984,683 for, 8,650 against and 13,317 abstaining, with no broker
non-votes.
13
<PAGE>
OPTA FOOD INGREDIENTS, INC.
PART II - OTHER INFORMATION
-------------------------------------------------------------------------------
ITEM 6 (A) EXHIBITS
(11) Basic and diluted net income (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,
----------------------------------------- --------------------------------------
2000 1999 2000 1999
------------------ ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Net income (loss) $ 239 ($ 52) ($ 324) ($ 674)
================== ================== ================= ================
Weighted average shares outstanding - basic 10,780 11,047 10,841 11,076
================== ================== ================= ================
Weighted average shares outstanding - diluted 10,812 11,047 10,841 11,076
================== ================== ================= ================
Basic net income (loss) per share $ .02 ($ .00) ($ .03) ($ .06)
================== ================== ================= ===============
Diluted net income (loss) per share $ .02 ($ .00) ($ .03) ($ .06)
================== ================== ================= ================
</TABLE>
For the three months ended June 30, 2000, diluted net income (loss) per share is
determined by dividing the net income by the weighted average shares outstanding
including common stock equivalents of 31,581 shares which represent employee
stock options. For the six months ended June 30, 2000 as well as the three and
six months ended June 30, 1999, all common stock equivalents have been excluded
from weighted average shares outstanding for calculating diluted net income
(loss) per share because such equivalents are anti-dilutive.
(27) Financial data schedule.
14
<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 10, 2000 BY: /s/ Arthur J. McEvily, Ph.D.
----------------------------
Arthur J. McEvily, Ph.D.
President and Chief Executive Officer
(principal executive officer)
DATE: August 10, 2000 BY: /s/ Scott A. Kumf
-----------------
Scott A. Kumf
Chief Financial Officer and Treasurer
(principal financial officer)
15
