-----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, UW/3tKTDQ8jVHcf6FWF/s/lED4EyXYxGhFJnnrOHIXddVU8d9rlA7BuKi7dV3PtT v6tSRDsrhLq/WYB8rqpg9w== 0000868267-04-000015.txt : 20041115 0000868267-04-000015.hdr.sgml : 20041115 20041115111942 ACCESSION NUMBER: 0000868267-04-000015 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOD TECHNOLOGY SERVICE INC CENTRAL INDEX KEY: 0000868267 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 592618503 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19047 FILM NUMBER: 041142568 BUSINESS ADDRESS: STREET 1: 502 PRARIE MINE RD CITY: MULBERRY STATE: FL ZIP: 33860 BUSINESS PHONE: 8634250039 MAIL ADDRESS: STREET 1: 502 PRARIE MINE RD CITY: MULBERRY STATE: FL ZIP: 33860 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 10QSB/A 1 form10qsba.txt AMENDED 10QSB FORM 10-QSB/A 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 Three Months Ended September 30, 2004 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 September 30, 2004 and December 31, 2003 Class 2004 2003 ----- ---- ---- Common Stock $.01 Par Value 11,001,038 Shares 11,001,038 Shares PART 1 FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FOOD TECHNOLOGY SERVICE, INC. BALANCE SHEETS SEPTEMBER 30, DECEMBER 31, 2004 2003 ASSETS ---- ---- ------ (unaudited) * Current Assets: Cash $ 244,155 $ 89,410 Accounts Receivable 246,276 152,620 Inventory 6,907 2,691 ---------- ---------- Total Current Assets 497,338 244,721 ---------- ---------- Property and Equipment: Cobalt 2,675,756 2,675,756 Furniture and Equipment 1,732,853 1,728,817 Building 2,883,675 2,883,675 Less Accumulated Depreciation (4,018,548) (3,728,103) ---------- ---------- Total Property & Equipment 3,273,736 3,560,145 Land 171,654 171,654 Other Assets: Deposits 5,000 5,000 ---------- ---------- Total Assets $ 3,947,728 $ 3,981,520 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ----------------------------------- Current Liabilities: Accounts Payable and Accrued Expense $ 41,761 $ 34,199 Financing Agreement and Debenture Payable 969,777 934,157 ---------- ---------- Total Current Liabilities 1,011,538 968,356 ---------- ---------- Stockholders' Equity: Common Stock $.01 par value, 20,000,000 shares authorized, 11,001,038 shares outstanding on September 30, 2004 and December 31, 2003 110,010 110,010 Paid in Capital 11,975,577 11,975,577 Deficit (9,121,397) (9,016,423) ---------- ---------- 2,964,190 3,069,164 Less-Common Stock Issued For Receivables (28,000) (56,000) ---------- ---------- Total Stockholders' Equity 2,936,190 3,013,164 ---------- ---------- Total Liabilities and Stockholders' Equity $ 3,947,728 $ 3,981,520 ========== ========== * Condensed from audited financial statements FOOD TECHNOLOGY SERVICE, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 2004 2003 ---- ---- (unaudited) (unaudited) Net Sales $ 403,210 $ 511,606 Processing Costs: 81,952 82,294 --------- -------- Income from Operations 321,258 429,312 General Administrative and Development 168,042 147,148 Depreciation 95,413 101,732 Interest Expense 12,021 17,473 Interest (Income) (354) 0 --------- -------- Income /(Loss) Before Income Taxes 46,136 162,959 Income Taxes Provision for Income Taxes 13,841 48,888 Tax Benefit from Net Operating Loss (13,841) (48,888) --------- -------- Net Income $ 46,136 $ 162,959 ========= ======== Net Income per Common Share $0.004 $0.015 ========= ======== 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 period ended September 30, 2004 are not necessarily indicative of the results to be expected for the full year. FOOD TECHNOLOGY SERVICE, INC. STATEMENTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004 2003 ---- ---- (unaudited) (unaudited) Net Sales $ 967,797 $ 1,512,072 Processing Costs 226,369 317,726 --------- -------- Income from Operations 741,428 1,194,346 General Administrative and Development 520,690 516,065 Depreciation 290,446 280,492 Interest Expense 35,620 50,461 Interest (Income) (354) 0 --------- -------- Income / (Loss) Before Income Taxes ($104,974) 347,328 Income Taxes Provision for income taxes 0 104,199 Tax Benefit from Net Operating loss 0 (104,199) --------- -------- Net Income / (Loss) $(104,974) $ 347,328 ========= ======== Net Income /(Loss) Per Common Share $(0.010) $0.032 ========= ======== 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 nine month period ended September 30, 2004 are not necessarily indicative of the results to be expected for the full year. FOOD TECHNOLOGY SERVICE, INC. STATEMENTS OF CASH FLOWS Nine Months Nine Months Ended Ended September 30, September 30, 2004 2003 -------------- -------------- (unaudited) (unaudited) Cash Flows from Operations: Sales Income Received $ 874,141 $ 1,591,123 Interest Paid 0 ( 3,888) Interest Received 354 0 Cash Paid for Operating Expenses (715,714) (819,031) --------- --------- 158,781 768,204 Cash Flows from Investing: Property & Equipment Purchase (4,036) (861,644) ---------- ---------- (4,036) (861,644) Cash Flows from Financing Activities: Proceeds from Borrowing 0 839,136 Repayment of Loans 0 (711,581) ---------- ---------- 0 127,555 Net Increase (Decrease) in Cash 154,745 34,115 Cash at Beginning of Period 89,410 73,758 ---------- ---------- Cash at End of Period $ 244,155 $107,873 ========== ========== _______________________________________________________________________________ Reconciliation of Net Income to Net Cash Provided by Operations Net Income $(104,974) $347,328 Adjustments to Reconcile Net Income to Cash Provided by Operations: Depreciation 290,445 280,492 Accrued Interest 35,620 46,573 (Increase) Decrease in Inventories (4,216) 10,731 (Increase) Decrease in Receivables (93,656) 79,051 Increase (Decrease) in Payables and Accruals 35,562 4,029 ---------- ---------- Net Cash Provided by Operating Activities $158,781 $768,204 ========== ========== ITEM 2. MANAGEMENT'S ANALYSIS OF QUARTERLY INCOME STATEMENTS OPERATIONS - ----------------------------------------------------------------------- Food Technology Service Inc., had revenue of $403,210 during the third quarter of 2004 compared to $511,606 for the similar period of 2003 and profits of $46,136 compared to $162,959 for the respective quarters. Revenues were $967,797 during the first three quarters of 2004 compared to $1,512,072 for the first three quarters in 2003, a decrease of 36%. The Company had a loss of $(104,974) during the first three quarters of 2004 compared to a profit of $347,328 for the comparable quarters in 2003. Revenues declined primarily due to discontinuation of service to a large intermittent customer in late 2003. The Company has some customers that require irradiation intermittently rather than incorporating irradiation into their production process. These customers make it difficult to forecast revenues. Actual general expenses increased slightly during the first three quarters of 2004 as compared to the same period in 2003. However, as a percentage of revenue, general and administrative expenses increased from 34% to 54% because of the decline in revenue. Although there was some small variation of costs within individual categories of expenses, overall general and administrative expenses are relatively fixed. Similarly, depreciation as a percent of revenue increased from 19% to 30% due primarily to the decrease in revenue. Management anticipates increased revenue during the remaining quarter of 2004 based on increased demand by two non-food customers. The volume of ground beef being irradiated by the Company increased significantly during the second and third quarters due to the bankruptcy of a competitor. Operating and marketing costs are expected to continue at levels similar to those in the first three quarters of 2004. Management believes that demand for irradiation services will continue to increase during 2004. Liquidity and Capital Resources - ------------------------------- As of September 30, 2004, the Company has cash on hand of $244,155 and accounts receivable of $246,276. The special alliance that the Company has with MDS Nordion should guarantee the Company's survival as a going entity until the food irradiation industry develops. ITEM 3. CONTROLS AND PROCEDURES The Company's principal executive and financial officer evaluated the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of September 30, 2004 (the "Evaluation Date"). Based on that evaluation, the principal executive and financial officer of the Company concluded that, as of the Evaluation Date, the disclosure controls and procedures, established by the Company, were adequate to ensure that information required to be disclosed by the Company in reports that the Company files under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. There were no changes in the internal controls over financial reporting during the third quarter ended September 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting. PART II OTHER INFORMATION Item 1. Legal proceedings Reference is made to the information contained under Item 3- Legal Proceedings in the Company's Form 10KSB Report Filed for year ended December 31, 2003. 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: November 8, 2004 FOOD TECHNOLOGY SERVICE, INC. /S/ Richard Hunter --------------------------------- Richard Hunter, Ph.D., President and Chief Executive Officer EX-31 2 exhibit31.txt EXHIBIT 31 CERTIFICATION EXHIBIT 31 I Certify that: 1. I have reviewed this Quarter Report on Form 10-QSB of Food Technology Service, Inc. for the three months ended September 30, 2004. 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report; 3. Based on my knowledge, the Financial Statements, and other financial information included in the Annual Report fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this Annual Report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13A-14 and 15D-14 for the registrant and we have: a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidates subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the "Evaluation Date") and; b) Presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies in the design or operation of internal controls, which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: October 29, 2004 FOOD TECHNOLOGY SERVICE, INC. By: / s/ Richard G. Hunter ---------------------------- Richard G. Hunter, Ph.D. Chief Executive Officer and Chief Financial Officer EX-32 3 exhibit32.txt EXHIBIT 32 Certification of Periodic Report EXHIBIT 32 Section 906 of The Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report of Food Technology Service, Inc.(the "Company") on Form 10-QSB for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Richard G. Hunter, Ph.D. as Chief Executive Officer and Chief Financial Officer, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that: 1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /S/ Richard Hunter - ------------------ Richard G. Hunter, Ph.D. Chief Executive Officer and Chief Financial Officer October 29, 2004 -----END PRIVACY-ENHANCED MESSAGE-----