<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 SEPTEMBER 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 November 3, 2000, the registrant had 10,751,987 shares of common stock
outstanding.
<PAGE>
OPTA FOOD INGREDIENTS, INC.
FORM 10-Q
--------------------------------------------------------------------------------
Quarter Ended September 30, 2000
Table of Contents
Page
Number
------
Part I - Financial Information
------------------------------
Item 1 - Financial Statements
Balance Sheet
September 30, 2000 (Unaudited) and December 31, 1999 (Audited) 3
Statement of Operations for the
Three and Nine Months Ended September 30, 2000 and 1999 (Unaudited) 4
Statement of Cash Flows for the
Nine Months Ended September 30, 2000 and 1999 (Unaudited) 5
Notes to 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 12
Part II - Other Information
---------------------------
Item 1 through Item 6 13
Signatures 14
<PAGE>
OPTA FOOD INGREDIENTS, INC.
BALANCE SHEET (IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,495 $ 2,578
Short term investments 2,277 10,004
Accounts receivable, net 4,250 3,927
Inventories, net (Note 3) 5,743 4,678
Prepaid expenses and other current assets 397 546
-------- --------
Total current assets 21,162 21,733
Fixed assets, net 22,567 23,820
Goodwill, net 1,427 1,549
Patents and trademarks, net 442 592
Other assets 248 121
-------- --------
$ 45,846 $ 47,815
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 348 $ 394
Accounts payable 1,079 1,872
Accrued expenses 1,279 1,280
-------- --------
Total current liabilities 2,706 3,546
Long term debt 2,381 2,733
Stockholders' equity:
Common stock 112 111
Additional paid-in capital 79,847 79,807
Treasury Stock (1,115) (444)
Cumulative translation adjustment (40) -
Accumulated deficit (38,045) (37,938)
-------- --------
Total stockholders' equity 40,759 41,536
-------- --------
$ 45,846 $ 47,815
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
OPTA FOOD INGREDIENTS, INC.
STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
--------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- -----------------------------
2000 1999 2000 1999
----------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Product revenue $ 6,539 $ 5,368 $ 19,811 $ 13,939
Cost and expenses:
Cost of revenue 4,535 3,357 13,696 9,110
Selling, general and administrative 1,143 1,144 4,072 3,245
Research and development 776 816 2,265 2,435
Restructuring costs (Note 4) -- -- 300 350
-------- -------- -------- --------
6,454 5,317 20,333 15,140
-------- -------- -------- --------
Income (loss) from operations 85 51 (522) (1,201)
Other income (expense):
Interest income 177 316 527 996
Interest expense (62) (64) (183) (195)
Other income, net 17 13 71 42
-------- -------- -------- --------
132 265 415 843
-------- -------- -------- --------
Net income (loss) $ 217 $ 316 ($ 107) ($ 358)
======== ======== ======== ========
Basic net income (loss) per share (Note 5) $ .02 $ .03 ($ .01) ($ .03)
======== ======== ======== ========
Diluted net income (loss) per share (Note 5) $ .02 $ .03 ($ .01) ($ .03)
======== ======== ======== ========
Weighted average shares outstanding - basic 10,752 10,975 10,811 11,042
======== ======== ======== ========
Weighted average shares outstanding - diluted 10,784 11,004 10,811 11,042
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
OPTA FOOD INGREDIENTS, INC.
STATEMENT OF CASH FLOWS (IN THOUSANDS)
--------------------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($ 107) ($ 358)
Adjustments to reconcile net loss to cash used
in operating activities:
Depreciation and amortization 2,349 1,219
Change in assets and liabilities:
Increase in accounts receivable, net (323) (919)
Increase in inventories, net (1,065) (1,011)
Decrease in other assets 149 54
Increase (decrease) in accounts payable (793) 238
Decrease in accrued expenses (1) (406)
-------- --------
Total adjustments 316 (825)
-------- --------
Net cash provided by (used in) operating activities 209 (1,183)
Cash flows from investing activities:
Purchase of short term investments (11,077) --
Maturity of short term investments 18,804 --
Acquisition of businesses -- (2,412)
Purchase of fixed assets (771) (394)
Increase in patents and trademarks (53) (67)
(Increase) decrease in other assets (127) 2
-------- --------
Net cash provided by (used in) investing activities 6,776 (2,871)
Cash flows from financing activities:
Proceeds from issuance of common stock 1 33
Purchase of treasury stock (671) (444)
Principal payments on long term debt (398) (292)
-------- --------
Net cash used in financing activities (1,068) (703)
-------- --------
Net increase (decrease) in cash and cash equivalents 5,917 (4,757)
Cash and cash equivalents at beginning of period 2,578 30,315
-------- --------
Cash and cash equivalents at end of period $ 8,495 $ 25,558
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
OPTA FOOD INGREDIENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The 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 September 30, 2000 and December 31, 1999 and the
results of operations for the three and nine months ended September 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 SAB 101B which delayed the implementation of
SAB 101 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 application of FIN No. 44
has not had a material impact on the Company's financial position or results
of operations.
6
<PAGE>
OPTA FOOD INGREDIENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
3. INVENTORIES, NET
Inventories consist of the following (in thousands):
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
Raw materials $1,155 $ 919
Finished goods 4,588 3,759
------ ------
$5,743 $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 at September 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
nine months ended September 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 nine
months ended September 30, 2000, $152,000 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 in the first quarter of 1999 which is included in operating
expenses for the nine months ended September 30, 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
September 30, 2000 and 1999 is determined by dividing the net income by the
weighted average shares outstanding including common stock equivalents. For
the nine months ended September 30, 2000 and 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>
OPTA FOOD INGREDIENTS, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------
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 has
been recorded as treasury stock at December 31, 1999. During the nine months
ended September 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 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 SEPTEMBER 30, 2000 AND 1999:
Revenue. Revenue for the three months ended September 30, 2000 was $6.5 million,
representing an increase of $1.2 million or 22% in comparison to $5.4 million
for the comparable 1999 quarter. A majority of the revenue increase was
attributable to the Company's Canadian Harvest acquisition which was completed
on December 31, 1999. In addition, revenue for the third 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 September 30, 2000
was $4.5 million, representing an increase of $1.2 million or 35% in comparison
to $3.4 million for the comparable 1999 quarter. Cost of revenue as a percentage
of revenue increased to 69% for the third quarter of 2000 as compared to 62% in
1999. This percentage increase was largely attributable to the impact on margins
resulting from Canadian Harvest gross margins of 28% for the three months ended
September 30, 2000 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. In addition, margins were impacted by reduced demand in
2000 by a major customer for a higher margin fiber product.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses for the three months ended September 30, 2000
and 1999 were $1.1 million. Incremental SG&A expenses attributable to the
Company's Stabilized Products and Canadian Harvest businesses were offset by a
reduction in overall corporate spending in 2000.
Research and Development Expenses. Research and development ("R&D") expenses for
the three months ended September 30, 2000 were $776,000, representing a decrease
of $40,000 or 5% in comparison to $816,000 for the comparable 1999 quarter.
Other Income. Other income for the three months ended September 30, 2000 was
$132,000, representing a decrease of $133,000 or 50% in comparison to $265,000
for the comparable 1999 quarter. The decrease was due to a reduction in interest
income on lower levels of cash and short term investments during the third
quarter of 2000 as compared to the comparable 1999 quarter.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999:
Revenue. Revenue for the nine months ended September 30, 2000 was $19.8 million,
representing an increase of $5.9 million or 42% in comparison to $13.9 million
for the first nine months of 1999. A majority of the revenue increase in 2000
was attributable to the Company's Stabilized Products and Canadian Harvest
acquisitions completed June 30, 1999 and December 31, 1999, respectively. 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 nine months ended September 30, 2000
was $13.7 million, representing an increase of $4.6 million or 50% in comparison
to $9.1 million for the comparable 1999 period. Cost of revenue as a percentage
of revenue increased to 69% in 2000 as compared to 65% for the 1999 period. This
percentage increase was largely attributable to the impact on margins resulting
from Canadian Harvest gross margins of 29% for the nine months ended September
30, 2000 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.
In addition, margins were impacted by reduced demand in 2000 by a major customer
for a higher margin fiber product.
Selling, General and Administrative Expenses. SG&A expenses for the nine months
ended September 30, 2000 were $4.1 million, representing an increase of $827,000
or 25% in comparison to $3.2 million for the comparable 1999 period. A majority
of the increase in SG&A expenses was due to additional expenses attributable to
the Company's 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 nine months ended
September 30, 2000 were $2.3 million, representing a decrease of approximately
$170,000 or 7% in comparison to $2.4 million for the comparable 1999 period. The
decrease in R&D expenses was due a reduction in overall R&D spending in 2000.
Restructuring Costs The results for the nine months ended September 30, 2000
reflect a restructuring charge of $300,000 recorded in the first quarter of 2000
related to the decision to consolidate the Company's starch-based operations and
relocate Stabilized Products to its Galesburg, Illinois production facility. For
the nine months ended September 30, 1999, the Company recorded a restructuring
charge of $350,000 in the first quarter of 1999 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 nine months ended September 30, 2000 was
$415,000, representing a decrease of $428,000 or 51% in comparison to $843,000
for the comparable 1999 period. The decrease was due to a reduction in interest
income on lower levels of cash and short term investments during 2000 as
compared to the comparable 1999 period.
LIQUIDITY AND CAPITAL RESOURCES:
At September 30, 2000, the Company had $10.8 million in available cash and short
term investments and $18.5 million of working capital. The Company realized
positive cash from operations of approximately $210,000 during the nine months
ended September 30, 2000 compared with approximately $1.2 million of cash used
in operations for the comparable 1999 period.
Capital expenditures were $771,000 and $394,000 for the nine months ended
September 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
September 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 SAB 101B which delayed the implementation of SAB 101 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 application of FIN No. 44 has not had 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 September 30, 2000 due to the short
maturities of these instruments.
12
<PAGE>
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 income (loss) per share computation (in thousands,
except per share data):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------------------------------
2000 1999 2000 1999
------- ------- --------- ----------
<S> <C> <C> <C> <C>
Net income (loss) $ 217 $ 316 ($ 107) ($ 358)
======= ======= ======== ========
Weighted average shares outstanding - basic 10,752 10,975 10,811 11,042
======= ======= ======== ========
Weighted average shares outstanding - diluted 10,784 11,004 10,811 11,042
======= ======= ======== ========
Basic net income (loss) per share $ .02 $ .03 ($ .01) ($ .03)
======= ======= ======== ========
Diluted net income (loss) per share $ .02 $ .03 ($ .01) ($ .03)
======= ======= ======== ========
</TABLE>
For the three months ended September 30, 2000 and 1999, diluted net income
(loss) per share is determined by dividing the net income (loss) by the weighted
average shares outstanding including common stock equivalents of 32,230 shares
and 28,879 shares, respectively, which represent employee stock options. For the
nine months ended September 30, 2000 and 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.
13
<PAGE>
OPTA FOOD INGREDIENTS, INC.
SIGNATURES
--------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Opta Food Ingredients, Inc.
---------------------------
(Registrant)
DATE: November 10, 2000 BY: /s/ Arthur J. McEvily, Ph.D.
----------------------------
Arthur J. McEvily, Ph.D.
President and Chief Executive Officer
(principal executive officer)
DATE: November 10, 2000 BY: /s/ Scott A. Kumf
----------------------------
Scott A. Kumf
Chief Financial Officer and Treasurer
(principal financial officer)
14
