-----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, U5wf4qC1ZnHwAlUqaxv8+UotibCYbEhoxet5vXgEshLZrogZSPrQTaw6j/+zdSq2 HBlVHhNAmcoVj8eHtFFE0A== 0000868267-05-000013.txt : 20050510 0000868267-05-000013.hdr.sgml : 20050510 20050510145158 ACCESSION NUMBER: 0000868267-05-000013 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050510 DATE AS OF CHANGE: 20050510 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19047 FILM NUMBER: 05815919 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 1 form10qsb.txt FORM 10QSB FORM 10-QSB 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 March 31, 2005 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 March 31, 2005 and December 31, 2004 Class 2005 2004 ----- ---- ---- Common Stock $.01 Par Value 11,003,038 Shares 11,001,038 Shares FOOD TECHNOLOGY SERVICE, INC. BALANCE SHEETS MARCH 31, DECEMBER 31, 2005 2004 ASSETS ---- ---- ------ (unaudited) * Current Assets: Cash $ 184,536 $ 231,877 Accounts Receivable 198,374 135,946 Inventory 6,820 5,557 Prepaid Expenses 37,500 - ---------- ---------- Total Current Assets 427,230 373,380 ---------- ---------- Property and Equipment: Cobalt 2,675,756 2,675,756 Furniture and Equipment 1,743,434 1,739,717 Building 2,883,675 2,883,675 Less Accumulated Depreciation (4,204,701) (4,112,815) ---------- ---------- Total Property & Equipment 3,098,164 3,186,333 Land 171,654 171,654 Other Assets: Deposits 5,000 5,000 ---------- ---------- Total Assets $ 3,702,048 $ 3,736,367 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ----------------------------------- Current Liabilities: Accounts Payable and Accrued Expense $ 48,317 $ 18,035 Financing Agreement and Debenture Payable 695,024 782,899 ---------- ---------- Total Current Liabilities 743,341 800,934 ---------- ---------- Stockholders' Equity: Common Stock $.01 par value, 20,000,000 shares authorized, 11,003,038 shares outstanding on March 31, 2005 and 11,001,038 shares outstanding on December 31, 2004 110,030 110,010 Paid in Capital 11,976,657 11,975,577 Deficit (9,099,980) (9,122,154) ---------- ---------- 2,986,707 2,963,433 Less-Common Stock Issued For Receivables (28,000) (28,000) ---------- ---------- Total Stockholders' Equity 2,958,707 2,935,433 ---------- ---------- Total Liabilities and Stockholders' Equity $ 3,702,048 $ 3,736,367 ========== ========== * Condensed from audited financial statements FOOD TECHNOLOGY SERVICE, INC. STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31,2005 AND 2004 2005 2004 ---- ---- (unaudited) (unaudited) Net Sales $ 392,877 $ 240,315 Processing Costs: 88,878 68,634 --------- -------- Income from Operations 303,999 171,681 General Administrative and Development 177,815 186,007 Depreciation 91,885 98,250 Interest Expense 12,125 11,726 --------- -------- Income/(Loss) Before Income Taxes 22,174 (124,302) Income Taxes Provision for Income Taxes 6,652 - Tax Benefit from Net Operating Loss (6,652) - --------- -------- Net Income/(Loss) $ 22,174 ($124,302) ========= ======== Net Income/(Loss) per Common Share $0.002 ($0.011) ========= ======== 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 March 31, 2005 are not necessarily indicative of the results to be expected for the full year. FOOD TECHNOLOGY SERVICE, INC. STATEMENTS OF CASH FLOWS Three Months Three Months Ended Ended March 31, 2005 March 31, 2004 -------------- -------------- (unaudited) (unaudited) Cash Flows from Operations: Sales Income Received $ 330,066 $ 240,117 Interest Received 383 - Interest Paid - - Cash Paid for Operating Expenses (275,174) (228,384) --------- --------- 55,275 11,733 Cash Flows from Investing: Property & Equipment Purchase (3,716) - ---------- ---------- (3,716) - Cash Flows from Financing Activities: Proceeds from Issue of Stock 1,100 - Repayment of Loans (100,000) - ---------- ---------- (98,900) - Net Increase (Decrease) in Cash (47,341) 11,733 Cash at Beginning of Period 231,877 89,410 ---------- ---------- Cash at End of Period $184,536 $101,143 ========== ========== _______________________________________________________________________________ Reconciliation of Net Income to Net Cash Provided by Operations Net Income /(Loss) $ 22,174 ($124,302) Adjustments to Reconcile Net Income to Cash Provided by Operations: Depreciation 91,885 98,250 Accrued Interest 12,125 11,726 (Increase) Decrease in Inventories (1,263) 2,691 (Increase) Decrease in Receivables (62,428) (86) (Increase) Decrease in Prepaids (37,500) - Increase (Decrease)in Payables and Accruals 30,282 23,454 ---------- ---------- Net Cash Provided by Operating Activities $55,275 $11,733 ========== ========== FOOD TECHNOLOGY SERVICE, INC. STATEMENT OF STOCKHOLDERS' EQUITY 2004(unaudited) Common Stock Paid-In Capital Deficit - ------------ ------------ --------------- ------- Balance, January 1, 2004 $ 110,010 $11,975,577 ($9,016,423) Net Loss for Period - - (124,302) ---------- ---------- ---------- Balance, March 31, 2004 $ 110,010 $11,975,577 ($9,140,725) ========== ========== ========== ______________________________________________________________________________ 2005 (unaudited) - --------------- Balance, January 1, 2005 $ 110,010 $11,975,577 ($9,122,154) Issued 2,000 shares Common Stock 20 1,080 - Net Income for Period - - 22,174 ---------- ---------- ---------- Balance, March 31, 2005 $ 110,030 $11,976,657 ($9,099,980) ========== ========== ========== (a) Earnings per common share, assuming no dilution, are based on the number of shares outstanding on March 31, 2005 - 11,003,038 and March 31, 2004 - 11,001,038. (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 - ---------- Food Technology Service Inc., had revenue of $392,877 during the first quarter of 2005. This compares to revenues of $240,315 for the same period in 2004. This is an increase of sixty-four percent. The Company had a profit during the first quarter of 2005 of $22,174 compared to a loss of ($124,302) during the first quarter of 2004. Management attributes increased revenue to a growing customer base made up of companies that regularly require irradiation of products. Past revenues have been impacted by large intermittent customers that use the Company's services unpredictably. The Company has devoted significant effort to expanding the base of customers requiring service on a regular basis. No large intermittent customers have required services since the fourth quarter of 2003. Expenses during the first quarter of 2005 were about $6,000 higher than in the same period in 2004. These were due primarily to higher payroll costs associated with quality assurance activities and preventive maintenance on a material movement system. There was also a modest increase in insurance and security costs. Those costs were offset somewhat by decreased depreciation. The Company reduced its outstanding debt by $100,000 during the first quarter of 2005 and currently owes approximately $700,000 in total debt. Management anticipates increased revenue during the remaining quarters of 2005 based on growing demand by both food and medical customers. Operating and marketing expenses are expected to increase during the second and third quarter of 2005 due to costs associated with pursuing ISO-certification and installation of a new computer network. ISO-certification will allow the Company to compete more effectively for sterilization of medical devices. The enhanced computer network will provide greater efficiency for workers and better customer service by improving data access. The system is also needed to comply with requirements for archiving corporate email. Management believes base revenues will continue to exceed expenses during 2005. Liquidity and Capital Resources - ------------------------------- As of March 31, 2005, the Company has cash on hand of $184,536 and accounts receivable of $198,374. The special alliance that the Company has with Nordion should guarantee the Company's survival as a going entity until the food irradiation industry develops. 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, 2004. 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: May 10, 2005 FOOD TECHNOLOGY SERVICE, INC. /S/ Richard Hunter --------------------------------- Richard Hunter, Ph.D., Chief Executive Officer and Chief Financial Officer EX-32 2 exhibit32a.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 March 31, 2005 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 May 10, 2005 EX-31 3 exhibit31a.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 March 31, 2005. 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: May 10, 2005 FOOD TECHNOLOGY SERVICE, INC. By: / s/ Richard G. Hunter ---------------------------- Richard G. Hunter, Ph.D. Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----