-----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, IXtW8MMr0VCp3AjBnuarmnEoMSdmyj+y4qA02V54RfM5C5LeodrkwQ1wCplMaTUC Z32+1zjQBTy59YKs6THDUg== 0000868267-09-000004.txt : 20090514 0000868267-09-000004.hdr.sgml : 20090514 20090514110447 ACCESSION NUMBER: 0000868267-09-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090514 DATE AS OF CHANGE: 20090514 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19047 FILM NUMBER: 09824913 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 10-Q 1 form10q.txt FORM 10Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2009 Commission File Number 0-19047 ----------- FOOD TECHNOLOGY SERVICE, INC. (Exact Name of Registrant as Specified in its charter) FLORIDA 59-2618503 (State of Incorporation or Organization) (Employer Identification Number) 502 Prairie Mine Road, Mulberry, FL 33860 (Address of Principal Executive offices)(Zip code) Registrants telephone number, including area code (863) 425-0039 Indicate by check mark whether the Registrant: (1) has filed all by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer", "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes [ ] No [X ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date. Class March 31, 2009 ----- --------------- Common Stock $.01 Par Value 2,756,458 shares FOOD TECHNOLOGY SERVICE, INC. BALANCE SHEETS MARCH 31, DECEMBER 31, 2009 2008 ASSETS ---- ---- ------ (unaudited) * Current Assets: Cash $ 525,822 $ 216,978 Accounts Receivable Less Allowance For Doubtful Accounts of $2,500 in 2009 and 2008 268,017 268,305 Prepaid Expenses 43,966 33,329 ---------- ---------- Total Current Assets 837,805 518,612 ---------- ---------- Property and Equipment: Cobalt 4,404,543 4,404,543 Furniture and Equipment 1,908,940 1,899,887 Building 3,282,029 3,282,029 Less Accumulated Depreciation (5,718,618) (5,619,783) ---------- ---------- Total 3,876,894 3,966,676 Land 171,654 171,654 ---------- ---------- Total Property and Equipment 4,048,548 4,138,330 --------- --------- Other Assets: Deposits 5,000 5,000 Deferred Income Tax 1,175,000 1,175,000 ---------- ---------- Total Other Assets 1,180,000 1,180,000 ---------- ---------- Total Assets $ 6,066,353 $ 5,836,942 =========== ========== FOOD TECHNOLOGY SERVICE, INC. BALANCE SHEETS MARCH 31, DECEMBER 31, 2009 2008 LIABILITIES AND STOCKHOLDERS' EQUITY - ----------------------------------- ------ ------ (unaudited) * Current Liabilities: Accounts Payable and Accrued Liabilities $ 63,376 $ 31,295 Financing Agreement and Debenture Payable 635,332 628,629 ---------- ---------- Total Current Liabilities 698,708 659,924 ---------- -------- Stockholders' Equity: Common Stock $.01 par value, 5,000,000 shares authorized, 2,756,458 shares issued and outstanding on March 31, 2009 and December 31, 2008 27,564 27,564 Paid in Capital 12,156,199 12,147,444 Deficit (6,797,627) (6,979,499) Treasury Stock, 5,155 shares at cost (18,491) (18,491) ---------- ---------- Total Stockholders' Equity 5,367,645 5,177,018 ---------- ---------- Total Liabilities and Stockholders' Equity $ 6,066,353 $ 5,836,942 ========== ========== * Condensed from audited financial statements FOOD TECHNOLOGY SERVICE, INC. STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008 2009 2008 ---- ---- (unaudited) (unaudited) Net Sales $ 674,830 $ 558,869 Processing Costs 122,944 135,987 --------- -------- Income from Operations 551,886 422,882 General Administrative and Development 264,476 233,875 Depreciation 98,835 90,787 Interest Expense 6,703 21,666 --------- -------- Income Before Income Taxes 181,872 76,554 Income Taxes Current 69,111 29,091 --------- -------- Income (Loss) before Benefit of Tax Loss Carryovers 112,761 47,463 Benefit of Tax Loss Carryovers 69,111 29,091 --------- -------- Net Income $ 181,872 $ 76,554 ========= ======== Net Income per Common Share $0.066 $0.028 ========= ======== 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 March 31, 2009 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, March 31, 2009 2008 -------------- -------------- (unaudited) (unaudited) Cash Flows from Operations: Sales Income Received $ 675,118 $ 618,972 Interest Received 719 13 Interest Paid - (5,514) Cash Paid for Operating Expenses (357,940) (400,650) --------- --------- 317,897 212,821 Cash Flows from Investing: Property & Equipment Purchase (9,053) (27,555) ---------- --------- (9,053) (27,555) Cash Flows from Financing Activities: Repayment on Note Payable - (2,113) ---------- --------- - (2,113) ---------- --------- Net Increase (Decrease) in Cash 308,844 183,153 Cash at Beginning of Period 216,978 257,286 ---------- ---------- Cash at End of Period $ 525,822 $ 440,439 ========== ========== _______________________________________________________________________________ Reconciliation of Net Income to Net Cash Provided by Operations Net Income $181,872 $ 76,554 Adjustments to Reconcile Net Income to Cash Provided by Operations: Depreciation 98,836 90,787 Amortization 1,443 571 Accrued Interest 6,703 16,152 (Increase) Decrease in Receivables 288 60,103 (Increase) Decrease in Prepaids (12,080) (20,942) Increase (Decrease)in Payables and Accruals 40,835 (10,404) ---------- ---------- Net Cash Provided by Operating Activities $ 317,897 $ 212,821 ========== ========== Management's Analysis of Quarterly Income Statements Operations - ---------- Food Technology Service Inc. had revenues of $674,830 during the first quarter of 2009 compared to revenues of $558,869 for the same period in 2008. This is an increase of 20.7 percent. The Company had net income during the first quarter of 2009 of $181,872 compared to net income of $76,554 during the first quarter of 2008. This is an increase of about 137.5 percent. Earnings per share for the first quarter of 2009 were approximately $0.07. Management attributes increased revenue to growth of customers requiring irradiation of medical products. During the first quarter of 2009, processing costs as a percentage of sales were 18.2 percent compared to 24.3 percent in the first quarter of 2008. This decrease is primarily due to the increased revenue and the fact that processing costs are relatively fixed. General administrative and development costs as a percentage of sales during the first quarter of 2009 were 39.1 percent compared to 41.8 percent in the first quarter of 2008. The decline in general, administrative and development expenses, as a percentage of sales, was due primarily to the increase in sales as such costs are also relatively constant. During the first quarter of 2009, one customer was acquired by a third-party. We have recently been notified that their operations will be moved to the Southwest U.S. during the second quarter. This customer accounted for approximately 25% of revenues during fiscal year 2008 and the first quarter of 2009. However, the Company is in the process of replacing revenue from this customer and believes a decrease in revenues or earnings will be relatively short term. Liquidity and Capital Resources - ------------------------------- As of March 31, 2009, the Company has cash on hand of $525,822 and accounts receivable of $268,017. PART II OTHER INFORMATION Item 1 Legal Proceedings The company is not involved in any legal proceedings. 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 14, 2009 FOOD TECHNOLOGY SERVICE, INC. /S/ Richard Hunter --------------------------------- Richard Hunter, Ph.D., Chief Executive Officer and Chief Financial Officer EX-31 2 ex31.txt EXHIBIT 31 Exhibit 31.1 RULE 13a-14(a)/15d-14(a) CERTIFICATION I, Richard G. Hunter, Ph.D., Chief Executive Officer and Chief Financial Officer, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 of Food Technology Service, Inc., (the "small business issuer"). 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15d-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f)- 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the and of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: May 14, 2009 By: /s/ Richard G. Hunter, Ph.D. ------------------------------ Richard G. Hunter, Ph.D, Chief Executive Officer and Chief Financial Officer EX-32 3 ex32.txt EXHIBIT 32 Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quaterly Report of Food Technology Service, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2009 as filed with the Securities and Exchange Commission (the "Report"), I, Richard G. Hunter, Chief Executive and Financial Officer of the Company, hereby certify, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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 represents, in all material respects, the financial condition and result of operations of the Company at the end of, and for, this period covered by the Report. May 14, 2009 /s/ Richard G. Hunter, Ph.D. --------------------------- Richard G. Hunter, Ph.D., Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----