-----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, EayZXXFXGOUrjvMm2dwPso8JwPTnIn3PP8rNgvCJANaW95sXpd+hzMMnvfkJjSEf E1ThEX615rzkNE+matXyXA== 0000927016-99-003600.txt : 19991108 0000927016-99-003600.hdr.sgml : 19991108 ACCESSION NUMBER: 0000927016-99-003600 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTA FOOD INGREDIENTS INC /DE CENTRAL INDEX KEY: 0000883326 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [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: 99742529 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 FORM 10-Q (3RD QUARTER) 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, 1999 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 1, 1999, the registrant had 10,976,901 shares of common stock outstanding. OPTA FOOD INGREDIENTS, INC. FORM 10-Q - -------------------------------------------------------------------------------- Quarter Ended September 30, 1999 Table of Contents
Page Number ------ Part I - Financial Information - ------------------------------ Item 1 - Financial Statements Condensed Balance Sheet September 30, 1999 (Unaudited) and December 31, 1998 (Audited) 3 Condensed Statement of Operations for the Three and Nine Months Ended September 30, 1999 and 1998 (Unaudited) 4 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 1999 and 1998 (Unaudited) 5 Notes to Condensed Unaudited Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3 - Quantitative and Qualitative Disclosure about 12 Market Risk Part II - Other Information - --------------------------- Item 1 through Item 6 13 Signatures 14
OPTA FOOD INGREDIENTS, INC. CONDENSED BALANCE SHEET (in thousands) - --------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, 1999 1998 ------------------ ------------------- (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 25,558 $ 30,315 Accounts receivable, net 3,295 1,950 Inventories, net (Note 2) 3,358 2,071 Prepaid expenses and other current assets 335 384 ------------------ ------------------- Total current assets 32,546 34,720 Fixed assets, net 11,942 12,473 Goodwill 1,590 - Patents and trademarks, net 515 626 Other assets 67 69 ------------------ ------------------- $ 46,660 $ 47,888 ================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long term debt $ 404 $ 426 Accounts payable 1,241 1,003 Accrued expenses 850 1,256 ------------------ ------------------- Total current liabilities 2,495 2,685 Long term debt 2,857 3,126 Stockholders' equity: Common stock 111 111 Additional paid-in capital 79,781 79,747 Treasury Stock (444) - Accumulated deficit (38,140) (37,781) ------------------ ------------------- Total stockholders' equity 41,308 42,077 ------------------ ------------------- $ 46,660 $ 47,888 ================== ===================
The accompanying notes are an integral part of the financial statements. 3 OPTA FOOD INGREDIENTS, INC. CONDENSED STATEMENT OF OPERATIONS (in thousands, except per share data) - -------------------------------------------------------------------------------- (Unaudited)
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------------ ---------------------------------- 1999 1998 1999 1998 --------------- ---------------- -------------- --------------- Product revenue $ 5,368 $ 4,133 $13,939 $ 9,714 Cost and expenses: Cost of revenue 3,357 3,112 9,110 7,258 Selling, general and administrative 1,144 939 3,245 2,800 Research and development 816 926 2,435 2,701 Restructuring costs (Note 3) - - 350 - --------------- ---------------- -------------- --------------- 5,317 4,977 15,140 12,759 Income (loss) from operations 51 (844) (1,201) (3,045) Other income (expense): Interest income 316 397 996 1,240 Interest expense (64) (57) (195) (214) Other income, net 13 16 42 12 --------------- ---------------- -------------- --------------- 265 356 843 1,038 --------------- ---------------- -------------- --------------- Net income (loss) $ 316 ($488) ($358) ($2,007) =============== ================ ============== =============== Basic net income (loss) per share (Note 4) $.03 ($.04) ($.03) ($.18) =============== ================ ============== =============== Diluted net income (loss) per share (Note 4) $.03 ($.04) ($.03) ($.18) =============== ================ ============== =============== Weighted average shares outstanding basic 10,975 11,088 11,042 11,083 =============== ================ ============== =============== Weighted average shares outstanding diluted 11,004 11,088 11,042 11,083 =============== ================ ============== ===============
The accompanying notes are an integral part of the financial statements. 4 OPTA FOOD INGREDIENTS, INC. CONDENSED STATEMENT OF CASH FLOWS (in thousands) - -------------------------------------------------------------------------------- (Unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, ---------------------------------------------- 1999 1998 ------------------ -------------------- Cash flows from operating activities: Net loss ($ 358) ($ 2,007) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 1,219 1,059 Forgiveness of notes receivable - 20 Change in assets and liabilities: Increase in accounts receivable, net (919) (393) (Increase) decrease in inventories, net (1,011) 318 (Increase) decrease in other assets 54 (110) Increase (decrease) in accounts payable 238 (372) Decrease in accrued expenses (406) (67) ------------------ -------------------- Total adjustments (825) 455 ------------------ -------------------- Net cash used in operating activities (1,183) (1,552) Cash flows from investing activities: Acquisition of Stabilized Products (2,412) - Purchase of fixed assets (394) (878) Increase in patents and trademarks (67) (42) Decrease in other assets 2 52 ------------------ -------------------- Net cash used in investing activities (2,871) (868) Cash flows from financing activities: Proceeds from issuance of common stock 33 42 Purchase of treasury stock (444) - Principal payments on long term debt (292) (1,100) ------------------ -------------------- Net cash used in financing activities (703) (1,058) ------------------ -------------------- Net decrease in cash and cash equivalents (4,757) (3,478) Cash and cash equivalents at beginning of period 30,315 33,689 ------------------ -------------------- Cash and cash equivalents at end of period $25,558 $ 30,211 ================== ====================
The accompanying notes are an integral part of the financial statements 5 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 September 30, 1999 and December 31, 1998 and the results of operations for the three and nine months ended September 30, 1999 and 1998, 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, 1998, filed with the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission rules and regulations. 2. INVENTORIES, NET Inventories consist of the following (in thousands):
SEPTEMBER 30, December 31, 1999 1998 -------------------- ------------------ Raw materials $1,163 $ 420 Finished goods 2,195 1,651 -------------------- ------------------ $3,358 $2,071 ==================== ==================
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 $384,000 at September 30, 1999 and $80,000 at December 31, 1998. 3. RESTRUCTURING COSTS 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. 4. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is determined by dividing the net 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, 1999 is determined by dividing the net income by the weighted average shares outstanding including common stock equivalents. 6 OPTA FOOD INGREDIENTS, INC. NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS (CONTINUED) - -------------------------------------------------------------------------------- For the nine months ended September 30, 1999 as well as the three months and nine months ended September 30, 1998, 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. 5. 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. In May 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 September 30, 1999. 6. ACQUISITION OF STABILIZED PRODUCTS, INC. On June 30, 1999, the Company purchased the assets of Stabilized Products, Inc. for approximately $2,412,000. The Company's balance sheet at June 30, 1999 reflected the following preliminary purchase price allocation: Accounts Receivable $ 426,000 Inventories 276,000 Other assets 80,000 Goodwill 1,630,000
The Company's condensed statements of operations and cash flows for the three and nine months ended September 30, 1999 reflect the financial results of Stabilized Products, Inc. from July 1, 1999. Proforma financial information has not been provided because the acquisition is deemed immaterial. The goodwill related to the acquisition is being amortized on a straight-line basis over a 10 year period. 7 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. (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 Company began shipping its first product, EverFresh, in November 1991, acquired an oat fiber business in June 1992, launched Opta Oat Fibers in September 1992, began shipping OptaGrade in the fourth quarter of 1993, commercialized CrystaLean and OptaFil in 1994, introduced OptaMist, Optex and OptaGlaze in June 1996 and launched Opta Baking Gloss in May 1998. The Company currently derives substantially all of its revenue from its Opta Oat Fibers, OptaGrade, OptaMist and CrystaLean products. This discussion should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1998 and the accompanying unaudited condensed financial statements and notes for the three and nine months ended September 30, 1999 and 1998, 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. 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 manufacturing capacity, 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; potential Year 2000 problems; and general economic conditions. 8 OPTA FOOD INGREDIENTS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998: Revenue. Revenue for the three months ended September 30, 1999 was $5.4 million, representing an increase of $1.2 million or 30% in comparison to $4.1 million for the comparable 1998 quarter. The increase in 1999 revenue was largely the result of the additional revenue related to the business acquired from Stabilized Products, Inc. ("SPI") on June 30, 1999 as well as increased demand from one of the Company's major customers during the third quarter of 1999. Cost of revenue. Cost of revenue for the three months ended September 30, 1999 was $3.4 million, representing an increase of $245,000 or 8% in comparison to $3.1 million for the comparable 1998 quarter. Cost of revenue as a percentage of revenue decreased to 63% for the third quarter of 1999 as compared to 75% in the third quarter of 1998. This percentage decrease was largely the result of certain improvements in fiber-based and starch-based product margins resulting from operating efficiencies as well as a reduction in manufacturing costs. In addition, the Company's margins during the third quarter of 1999 were impacted favorably by a supply agreement with one of the Company's major customers. Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses for the three months ended September 30, 1999 were $1.1 million, representing an increase of $205,000 or 22% in comparison to $939,000 for the comparable 1998 quarter. The increase in SG&A expenses was principally due to the additional expenses attributable to the business acquired from SPI. Research and Development Expenses. Research and development ("R&D") expenses for the three months ended September 30, 1999 were $816,000, representing a decrease of $110,000 or 12% in comparison to $926,000 for the comparable 1998 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. Other Income. Other income for the three months ended September 30, 1999 was $265,000, representing a decrease of $91,000 or 26% in comparison to $356,000 for the comparable 1998 quarter. The decrease was due to decreased interest income on reduced amounts of cash and cash equivalents during the third quarter of 1999 as compared to the comparable 1998 quarter. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998: Revenue. Revenue for the nine months ended September 30, 1999 was $13.9 million, representing an increase of $4.2 million or 43% in comparison to $9.7 million for the first nine months of 1998. The increase in 1999 revenue was largely the result of increased demand from two of the Company's major customers, one of which was not a major customer in the comparable 1998 period, as well as the additional revenue related to the business acquired from SPI on June 30, 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 nine months ended September 30, 1999 was $9.1 million, representing an increase of $1.8 million or 26% in comparison to $7.3 million for the comparable 1998 period. Cost of revenue as a percentage of revenue decreased to 65% in 1999 as compared to 75% for the 1998 period. This percentage decrease was largely the result of certain improvements in fiber- based and starch-based product margins resulting from operating efficiencies as well as a reduction in manufacturing costs. In addition, the Company's margins during the first nine months 1999 were impacted favorably by a supply agreement with one of the Company's major customers. Selling, General and Administrative Expenses. SG&A expenses for the nine months ended September 30, 1999 were $3.2 million, representing an increase of $445,000 or 16% in comparison to $2.8 million for the comparable 1998 period. The increase in SG&A expenses was principally due to an increase in legal and consulting costs as well as the additional expenses attributable to the business acquired from SPI. Research and Development Expenses. R&D expenses for the nine months ended September 30, 1999 were $2.4 million, representing a decrease of $266,000 or 10% in comparison to $2.7 million for the comparable 1998 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. Restructuring Costs. The Company recorded a restructuring charge of $350,000 during the first quarter of 1999 which is included in operating expenses for the nine months ended September 30, 1999. 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, 1999 was $843,000, representing a decrease of $195,000 or 19% in comparison to $1.0 million for the comparable 1998 period. The decrease was due to decreased interest income on reduced amounts of cash and cash equivalents during 1999 as compared to the comparable 1998 period. LIQUIDITY AND CAPITAL RESOURCES: At September 30, 1999, the Company had $25.6 million in cash and cash equivalents and $30.1 million of working capital. The Company used approximately $1.2 million of cash in operations during the nine months ended September 30, 1999 compared with approximately $1.6 million used in the comparable 1998 period. Capital expenditures were $394,000 and $878,000 for the nine months ended September 30, 1999 and 1998, respectively. The Company utilized approximately $2.4 million in cash to acquire the assets of Stabilized Products, Inc. on June 30, 1999. 10 OPTA FOOD INGREDIENTS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- 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, 1999. 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 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, if the Company determines a need for funds to support future operations, expansion or acquisitions, 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. YEAR 2000 COMPLIANCE - -------------------- The Year 2000 issue concerns the inability of certain computerized information systems to properly recognize date sensitive information such as a date using "00" as the year 2000 rather than the year 1900. This could cause systems to fail or miscalculate, causing a disruption of operations. The Company may be at risk both with respect to its own Year 2000 compliance and the Year 2000 compliance of third parties, particularly suppliers of materials and services as well as customers. The Company relies on computer-based technology and utilizes a variety of third party hardware and software extensively for financial and administrative functions, such as accounting and management information. Based on a recent internal assessment of Year 2000 issues, the Company has identified and verified that its internal information technology ("IT") systems are deemed to be Year 2000 compliant, including accounting/financial reporting, manufacturing/production and sales/invoicing systems. The Company retained a consulting firm to review the Year 2000 compliance of its non-IT systems which include equipment or processes used in its manufacturing facilities that may contain embedded technology. The consultants issued their report and assessment which concluded that the Company's non-IT critical systems in its manufacturing facilities are Year 2000 compliant. The Company is currently in the final stages of updating all other non-IT systems including research and development, telecommunications and general office equipment for Year 2000 compliance. The Company expects to complete this process by November 30, 1999. 11 OPTA FOOD INGREDIENTS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- Management believes that the most significant risk to the Company regarding Year 2000 compliance issues is the effect such issues may have on its suppliers and customers. The Company has contacted its significant suppliers and major customers to assess the Year 2000 readiness of such suppliers and customers. The Company is in the process of completing its evaluation of the potential effects of any such third-party non-compliance on the Company's operations. Upon completion of such evaluation, which will be concluded by December 1999, the Company will determine the most reasonably likely worst case scenarios arising from Year 2000 non-compliance and implement contingency plans to respond to such scenarios. The costs related to Year 2000 activities have not been and are not anticipated to be material and management does not believe that the financial impact of the Year 2000 issues discussed above will have a material adverse effect on the Company's financial condition or results of operations; however, it is uncertain to what extent the Company may be affected by any third party Year 2000 compliance issues. 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, 1999 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, ---------------------------------- --------------------------------- 1999 1998 1999 1998 --------------- --------------- -------------- -------------- Net income (loss) $ 316 ($ 488) ($ 358) ($2,007) =============== =============== ============== ============== Weighted average shares outstanding - basic 10,975 11,088 11,042 11,083 =============== =============== ============== ============== Weighted average shares outstanding - diluted 11,004 11,088 11,042 11,083 =============== =============== ============== ============== Basic net income (loss) per share $ .03 ($.04) ($.03) ($.18) =============== =============== ============== ============== Diluted net income (loss) per share $ .03 ($.04) ($.03) ($.18) =============== =============== ============== ==============
For the three months ended September 30, 1999, diluted net income (loss) per share is determined by dividing the net income by the weighted average shares outstanding including common stock equivalents of 28,879 shares which represent employee stock options. For the nine months ended September 30, 1999 as well as the three months and nine months ended September 30, 1998, 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 5, 1999 BY: /s/ Lewis C. Paine, III ----------------------------------- Lewis C. Paine, III Chairman of the Board, President and Chief Executive Officer (principal executive officer) DATE: November 5, 1999 BY: /s/ Scott A. Kumf ------------------------------------- Scott A. Kumf Chief Financial Officer, Vice President Administration and Treasurer (principal financial and accounting officer) 14 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10Q FOR QUARTER ENDED 9/30/99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS 9-MOS DEC-31-1999 DEC-31-1999 JUL-01-1999 JAN-01-1999 SEP-30-1999 SEP-30-1999 0 25,558,000 0 0 0 3,295,000 0 0 0 3,358,000 0 32,546,000 0 17,872,000 0 5,930,000 0 46,660,000 0 2,495,000 0 0 0 0 0 0 0 111,000 0 41,197,000 0 41,308,000 5,368,000 13,939,000 5,368,000 13,939,000 3,357,000 9,110,000 3,357,000 9,110,000 1,960,000 6,030,000 0 0 64,000 195,000 316,000 (358,000) 0 0 316,000 (358,000) 0 0 0 0 0 0 316,000 (358,000) .03 (.03) .03 (.03)
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