-----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, R+YTg6+Vm18RlQbgthnSNbJ6hdmIBS5dDwMWx8I+XUiGdg15oVWRjfsBWY306LPH yLKeD30vwR+wZfornWxpAw== /in/edgar/work/20000720/0000868267-00-000004/0000868267-00-000004.txt : 20000920 0000868267-00-000004.hdr.sgml : 20000920 ACCESSION NUMBER: 0000868267-00-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOD TECHNOLOGY SERVICE INC CENTRAL INDEX KEY: 0000868267 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 592618503 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-19047 FILM NUMBER: 676091 BUSINESS ADDRESS: STREET 1: 1801 THONOTOSASSA RD STREET 2: SUITE 3 CITY: PLANT CITY STATE: FL ZIP: 33566 BUSINESS PHONE: 8137523364 MAIL ADDRESS: STREET 1: 1801 THONOTOSASSA RD STREET 2: SUITE 3 CITY: PLANT CITY STATE: FL ZIP: 33566 FORMER COMPANY: FORMER CONFORMED NAME: VINDICATOR INC /FL/ DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: VINDICATOR OF FLORIDA INC /FL/ DATE OF NAME CHANGE: 19600201 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Six Months Ended June 30, 2000 Commission File Number 0-19047 -------------- INCORPORATED IN FLORIDA IRS IDENTIFICATION NO. 59-2618503 FOOD TECHNOLOGY SERVICE, INC. 502 Prairie Mine Road, Mulberry, FL 33860 (863) 425-0039 "Indicate by check mark whether the registrant has filed all annual, quarterly and other reports required to be filed with the Commission within the past 90 days and in addition has filed the most recent annual report required to be filed. Yes X . No ." -- -- "Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date." Outstanding as of June 30, Class 1999 2000 ----- ---- ---- Common Stock $.01 Par Value 10,271,601 Shares 10,331,201 Shares FOOD TECHNOLOGY SERVICE, INC. (A Development Stage Company) PART I FINANCIAL INFORMATION BALANCE SHEET JUNE 30, DECEMBER 31, 2000 1999 ---- ---- (unaudited) * ASSETS ------ Current Assets: Cash $ 7,656 $ 20,937 Accounts Receivable 179,599 51,125 Due from Employees 17,875 66,175 Inventory 3,794 3,886 ---------- ---------- Total Current Assets 208,924 142,123 Property and Equipment: Cobalt 1,310,272 1,310,272 Furniture and Equipment 1,681,631 1,659,854 Building 2,883,675 2,883,675 Less Accumulated Depreciation (2,613,510) (2,482,167) ---------- ---------- Total Property & Equipment 3,262,068 3,371,634 Land 171,654 171,654 Other Assets: Deposits 5,000 5,000 Total Assets $ 3,647,646 $ 3,690,411 =========== ========== LIABILITIES AND STOCKHOLDERS EQUITY ----------------------------------- Current Liabilities: Accounts Payable $ 47,504 $ 48,513 Revolving Credit Line 250,000 250,000 ---------- ---------- Total Current Liabilities 297,504 298,513 Financing Agreement and Debenture Payable 1,001,454 954,476 Stockholders' Equity: Common Stock $.01 par value, 200,000,000 shares authorized 10,331,201 shares 2000 103,312 10,316,201 shares 1999 103,162 Paid in Capital 11,464,191 11,438,631 Deficit Accumulated During Development (9,218,815) (9,104,371) ---------- ---------- Total Equity 2,348,688 2,437,422 Total Liabilities and Stockholders' Equity $ 3,647,646 $ 3,690,411 ========== ========== * Condensed from audited financial statements FOOD TECHNOLOGY SERVICE, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, December 11, 1985 (Inception) Through June 30, 2000 2000 1999 ---------------- ---- ---- (unaudited) (unaudited) (unaudited) Net Sales $ 2,730,636 $ 333,893 $ 57,412 Processing Costs: 2,569,505 112,785 52,509 ---------- --------- -------- Profit (Loss) from Operations 161,131 221,108 4,903 General Administrative and Development 5,500,988 177,414 142,643 Depreciation 2,619,084 65,613 66,612 Interest Expense 1,792,764 30,677 21,366 ---------- --------- -------- Profit (Loss) (9,751,705) (52,596) (225,718) Other Income (Expense): Foreign Exchange Gain 434,719 0 0 Interest Income 188,897 0 0 Other (90,089) 0 0 ---------- --------- -------- Loss Before Income Taxes (9,218,178) (52,596) (225,718) Income Taxes 0 0 0 ---------- --------- -------- Net Loss ($9,218,178) ($52,596) ($225,718) ========== ========= ======== Net Loss per Common Share ($0.89) ($0.005) ($0.02) ========== ========= ======== NOTE 1: BASIS OF PRESENTATION The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normally recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period. The results of operations for the three month periods ended June 30, 2000 are not necessarily indicative of the results to be expected for the full year. FOOD TECHNOLOGY SERVICE, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, December 11, 1985 (Inception) Through June 30, 2000 2000 1999 ---------------- ---- ---- (unaudited) (unaudited) (unaudited) Net Sales $ 2,730,636 $ 569,586 $ 129,761 Processing Costs: 2,569,505 198,843 125,223 ---------- --------- -------- Profit (Loss) from Operations 161,131 370,743 4,538 General Administrative and Development 5,500,988 290,956 277,540 Depreciation 2,619,084 131,343 133,801 Interest Expense 1,792,764 63,297 44,021 ---------- --------- -------- Profit (Loss) (9,751,705) (114,853) (450,824) Other Income (Expense): Foreign Exchange Gain 434,719 0 0 Interest Income 188,897 0 0 Other (90,089) 0 0 ---------- --------- -------- Loss Before Income Taxes (9,218,178) (114,853) (450,824) Income Taxes 0 0 0 ---------- --------- -------- Net Loss ($9,218,178) ($114,853) ($450,824) ========== ========= ======== Net Loss per Common Share ($0.89) ($0.01) ($0.04) ========== ========= ======== NOTE 1: BASIS OF PRESENTATION The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normally recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period. The results of operations for the six month periods ended June 30, 2000 are not necessarily indicative of the results to be expected for the full year. FOOD TECHNOLOGY SERVICE, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS December 11, 1985 Six Months Six Months (Inception) Through Ended Ended June 30, 2000 June 30, 2000 June 30, 1999 ------------------ -------------- -------------- (unaudited) (unaudited) (unaudited) Cash Flows from Operations: Sales Income Received $ 2,591,703 $ 488,442 $ 117,980 Interest Received 188,897 0 0 Interest Paid (47,239) (16,320) (5,670) Cash Paid for Operating Expenses (7,664,409) (489,338) (432,435) ---------- --------- --------- (4,931,048) (17,216) (320,125) Cash Flows from Investing: Property & Equipment Purchase (6,066,183) (21,776) 0 Deposits (5,000) 0 0 Collection of Notes Receivable 489,300 0 0 Sale of Equipment 10,500 0 0 ---------- ---------- ---------- (5,571,383) (21,776) 0 Cash Flows from Financing Activities: Proceeds from Sale of Common Stock 6,381,845 25,710 338,025 Offering Cost (483,959) 0 0 Short Term Loan (52,450) 0 0 Financing Agreement 4,684,650 0 25,000 Purchase of Common Stock (20,000) 0 0 ---------- ---------- ---------- 10,510,086 25,710 363,025 Net Increase (Decrease) in Cash 7,655 (13,282) 42,900 Cash at Beginning of Period 0 20,937 6,045 ---------- ---------- ---------- Cash at End of Period $7,655 $7,655 $48,945 ========== ========== ========== _______________________________________________________________________________ Reconciliation of Net Loss to Net Cash Net (Loss) Gain ($9,219,224) ($114,853) ($450,824) Adjustments to Reconcile Net Loss to Cash Used: Imputed Interest on Finance Agreement 432,199 0 0 Depreciation 2,619,084 131,343 133,801 Foreign Exchange (Gain) Loss (434,719) 0 0 (Increase) Decrease in Receivables (197,474) (79,860) (11,781) Increase (Decrease) in Payables 235,360 915 (32,807) Equity in Net (Gain) Loss of Affiliate 104,489 0 0 Value of Stock Issued for Services & Interest 1,530,154 46,977 38,352 (Gain) Loss on Sale of Equipment 2,877 0 0 (Increase) Decrease in Inventory (3,794) 92 3,134 ---------- ---------- ---------- Net Cash (Provided)Used by Operating Activities ($4,931,048) ($17,216) ($320,125) ========== ========== ========== FOOD TECHNOLOGY SERVICE, INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY FOR THE SIX MONTH PERIOD ENDED JUNE 30, Common Stock Paid-In Capital Deficit ------------ --------------- ------- 1999 (unaudited) ---- Balance, January 1, 1999 $ 100,900 $10,982,963 ($8,216,518) Sale of 181,600 Shares of Stock for $338,025 1,816 336,209 0 Offering Cost to Sell Stock 0 0 0 Net Loss for Period 0 0 (450,824) ---------- ----------- ----------- Balance, June 30, 1999 $ 102,716 $11,319,172 ($8,667,342) ========== ========== ========== ___________________________________________________________________ 2000(unaudited) ---- Balance, January 1, 2000 $ 103,162 $11,438,631 ($9,104,371) Sale of 15,000 Shares of Stock for $25,710 150 25,560 0 Net Loss for Period 0 0 (114,853) ---------- ---------- ---------- Balance, June 30, 2000 $ 103,312 $11,464,191 ($9,219,224) ========== ========== ========== (a) Earnings per common share, assuming no dilution, are based on the number of shares outstanding on June 30 of each year: 10,271,601 (1999) and 10,331,201 (2000). (b) The foregoing information is unaudited, but, in the opinion of Management, includes all adjustments, consisting of normal accruals, necessary for a fair presentation of the results for the period reported. Management's Analysis of Quarterly Income Statements Operations - ---------- Revenues for the first two quarters were up over the same period last year; $569,586 vs. $129,761, an increase of $439,825, or 339%. Losses for the period were $114,835 compared to $450,824 for the first two quarters last year, an improvement of $335,989. It is managements belief that manufacturers, processors, foodservice operators and retailers will soon embrace the much needed food safety tool, irradiation. The Company has successfully introduced irradiated ground beef in independent retail supermarkets in central Florida. Consumer education remains a significant challenge. The Company believes a public information program, supported by public health officials, will result in a successful launch for this category. All major studies and surveys show that as consumer knowledge about irradiation increases, their desire for the products increases. Liquidity and Capital Resources------------------------------- As of June 30, 2000, the Company has cash on hand of $7,656 and accounts receivable of $179,599. The special alliance that the Company has with MDS Nordion and the $250,000 remaining credit line should assure the Company's survival as a going entity until the food irradiation industry develops. PART II OTHER INFORMATION Item 1. Legal Proceedings On March 24, 2000, Pegasus Foods Canada, Inc. initiated legal action against this Company; Harley W. Everett, Executive Vice President of the Company; MDS Nordion, Inc., as principal stockholder of the Company; and MDS, Inc., parent of MDS Nordion, Inc. by filing suit in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida alleging that certain seafood products irradiated by the Company were adversely effected by the process, resulting in damages to Pegasus. The action is for damages in excess of two million dollars. The Company denies the allegations made by Pegasus and intends to vigorously defend the lawsuit. Item 2.-6. Not applicable 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. Date: July 20, 2000 FOOD TECHNOLOGY SERVICE, INC. /S/ E. W. (Pete) Ellis --------------------------------- E.W. (Pete) Ellis, President and Chief Executive Officer /S/ Dana S. Carpenter ---------------------------------- Dana S. Carpenter, Asst. Corporate Secretary EX-27 2 0002.txt ARTICLE 5 SCHEDULE 1ST QTR 10-Q
5 1 6-MOS DEC-31-2000 JUN-30-2000 7,656 0 197,474 0 3,794 208,924 5,875,578 2,613,510 6,261,156 297,504 1,001,454 0 0 103,312 2,245,376 3,647,646 569,586 569,586 0 198,843 290,956 0 63,297 (114,853) 0 (114,853) 0 0 0 (114,853) (.01) (.01)
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