-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RVLKzC7eoSwjjvcS32jvrA1ZFpGVn0Ea+pvTgSMUeswmciHt982571/pA40Ra55Z 1TMKCTCiI2/MLWvGxpa+Vg== /in/edgar/work/0000927016-00-003888/0000927016-00-003888.txt : 20001114 0000927016-00-003888.hdr.sgml : 20001114 ACCESSION NUMBER: 0000927016-00-003888 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTA FOOD INGREDIENTS INC /DE CENTRAL INDEX KEY: 0000883326 STANDARD INDUSTRIAL CLASSIFICATION: [2090 ] IRS NUMBER: 043117634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-19811 FILM NUMBER: 760655 BUSINESS ADDRESS: STREET 1: 25 WIGGINS AVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172765100 MAIL ADDRESS: STREET 1: 25 WIGGINS AVENUE CITY: BEDFORD STATE: MA ZIP: 01730 10-Q 1 0001.txt FORM 10-Q 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. 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 OPTA FOOD INGREDIENTS, INC. BALANCE SHEET (IN THOUSANDS) - --------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, 2000 1999 ------------- ------------ (UNAUDITED) (AUDITED) 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 ======== ========
The accompanying notes are an integral part of the financial statements. 3 OPTA FOOD INGREDIENTS, INC. STATEMENT OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) - -------------------------------------------------------------------------------- (Unaudited)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------- ----------------------------- 2000 1999 2000 1999 ----------- --------- ----------- ---------- 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 ======== ======== ======== ========
The accompanying notes are an integral part of the financial statements. 4 OPTA FOOD INGREDIENTS, INC. STATEMENT OF CASH FLOWS (IN THOUSANDS) - -------------------------------------------------------------------------------- (Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, -------------------------- 2000 1999 --------- --------- 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 ======== ========
The accompanying notes are an integral part of the financial statements. 5 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 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 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 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 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 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 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 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):
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------------------------------------------- 2000 1999 2000 1999 ------- ------- --------- ---------- 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) ======= ======= ======== ========
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 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 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 3-MOS 9-MOS DEC-31-2000 DEC-31-2000 JUL-01-2000 JAN-01-2000 SEP-30-2000 SEP-30-2000 0 8,495,000 0 2,277,000 0 4,250,000 0 98,000 0 5,743,000 0 21,162,000 0 30,808,000 0 8,241,000 0 45,846,000 0 2,706,000 0 0 0 0 0 0 0 112,000 0 40,647,000 0 45,846,000 6,539,000 19,811,000 6,539,000 19,811,000 4,535,000 13,696,000 4,535,000 13,696,000 1,919,000 6,637,000 0 0 62,000 183,000 217,000 (107,000) 0 0 217,000 (107,000) 0 0 0 0 0 0 217,000 (107,000) .02 (.01) .02 (.01)
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