-----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, VWRwP7ClVnMYWka9ib3F9k+cjwbwFYpfUDybLq/GFCCySPn0Z4D41qsQV/j310mS IYqsHi0Iq/jhCaReoNoYXQ== 0000868267-99-000004.txt : 19990503 0000868267-99-000004.hdr.sgml : 19990503 ACCESSION NUMBER: 0000868267-99-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990430 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: SEC FILE NUMBER: 000-19047 FILM NUMBER: 99606429 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 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 Three Months Ended March 31, 1999 Commission File Number 0-19047 -------------- INCORPORATED IN FLORIDA IRS IDENTIFICATION NO. 59-2618503 FOOD TECHNOLOGY SERVICE, INC. 502 Prairie Mine Road, Mulberry, FL 33860 (941) 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, Class 1998 1999 ----- ---- ---- Common Stock $.01 Par Value 10,075,549 Shares 10,243,401 Shares FOOD TECHNOLOGY SERVICE, INC. (Formerly Vindicator, Inc.) (A Development Stage Company) BALANCE SHEET MARCH 31, DECEMBER 31, 1999 1998 ---- ---- (unaudited) * ASSETS ------ Current Assets: Cash $ 127,953 $ 6,046 Accounts Receivable 28,473 22,824 Inventory 5,858 8,452 ---------- ---------- Total Current Assets 162,284 37,322 Property and Equipment: Cobalt 1,310,272 1,310,272 Furniture and Equipment 1,659,149 1,659,149 Building 2,883,675 2,883,675 Less Accumulated Depreciation (2,283,913) (2,216,725) ---------- ---------- 3,569,183 3,636,371 Land 171,654 171,654 Other Assets: Deposits 5,000 5,000 ---------- ---------- 5,000 5,000 Total Assets $ 3,908,121 $ 3,850,347 =========== ========== LIABILITIES AND STOCKHOLDERS EQUITY ----------------------------------- Current Liabilities: Accounts Payable $ 22,970 $ 57,625 Payroll Taxes 3,304 0 Revolving Credit Line 75,000 75,000 ---------- ---------- Total Current Liabilities 101,274 132,625 Financing Agreement and Debenture Payable 868,962 850,201 Stockholders' Equity: Common Stock $.01 par value, 200,000,000 shares authorized 10,243,401 shares 1999 102,434 10,090,001 shares 1998 100,900 Paid in Capital 11,276,904 10,982,963 Deficit Accumulated During Development (8,441,453) (8,216,342) ---------- ---------- 2,937,885 2,867,521 Total Liabilities and Stockholders' Equity $ 3,908,121 $ 3,850,347 ========== ========== * Condensed from audited financial statements FOOD TECHNOLOGY SERVICE, INC. (Formerly Vindicator, Inc.) (A Development Stage Company) STATEMENTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, December 11, 1985 (Inception) Through March 31, 1999 1999 1998 ---------------- ---- ---- (unaudited) (unaudited) (unaudited) Net Sales $ 1,845,259 $ 72,348 $ 60,896 Processing Costs: 2,139,428 58,675 68,867 --------- --------- --------- Profit (Loss) from Operations (294,169) 13,673 (7,971) General Administrative and Development 4,757,046 148,941 79,628 Depreciation 2,289,487 67,188 69,480 Interest Expense 1,659,676 22,655 12,012 --------- --------- --------- Profit (Loss) (9,000,378) (225,111) (169,091) Other Income (Expense): Foreign Exchange Gain 460,117 0 0 Interest Income 188,897 0 0 Other (90,089) 0 0 --------- --------- --------- Loss Before Income Taxes (8,441,453) (225,111) (169,091) Income Taxes 0 0 0 --------- --------- --------- Net Loss $ (8,441,453) $ (225,111) $ (169,091) ========= ========= ========= Net Loss per Common Share $ (0.82) $ (0.02) $ (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 March 31, 1999 are not necessarily indicative of the results to be expected for the full year. FOOD TECHNOLOGY SERVICE, INC. (Formerly Vindicator, Inc.) (A Development Stage Company) STATEMENTS OF CASH FLOWS December 11, 1985 Three Months Three Months (Inception) Through Ended Ended March 31, 1999 March 31, 1999 March 31, 1998 ------------------ -------------- -------------- (unaudited) (unaudited) (unaudited) Cash Flows from Operations: Sales Income Received $ 1,815,513 $ 70,593 $ 53,002 Interest Received 188,897 0 0 Interest Paid ( 21,287) ( 3,894) 0 Cash Paid for Operating Expenses (6,543,119) (240,267) (215,024) ========== ========== ========== (4,559,996) (173,568) (162,022) Cash Flows from Investing: Property & Equipment Purchase (6,043,702) 0 0 Deposits (5,000) 0 0 Collection of Notes Receivable 489,300 0 0 Sale of Equipment 10,500 0 0 ---------- ---------- ---------- (5,548,902) 0 0 Cash Flows from Financing Activities: Proceeds from Sale of Common Stock 6,283,610 295,475 30,000 Offering Cost (483,959) 0 0 Short Term Loan (52,450) 0 0 Financing Agreement 4,509,650 0 125,000 Purchase of Common Stock (20,000) 0 0 ---------- ---------- ---------- 10,236,851 295,475 155,000 Net Increase (Decrease) in Cash 127,953 121,907 ( 7,022) Cash at Beginning of Period 0 6,045 12,231 ---------- ---------- ---------- Cash at End of Period $ 127,953 $ 127,953 $ 5,209 ========== ========== ========== _______________________________________________________________________________ Reconciliation of Net Loss to Net Cash Net Loss $(8,441,453) $ (225,111) $ (169,091) Adjustments to Reconcile Net Loss to Cash Used: Imputed Interest on Finance Agreement 432,199 0 10,430 Depreciation 2,289,487 67,188 69,479 Foreign Exchange (Gain) Loss (460,117) 0 0 (Increase) Decrease in Receivables (28,473) (5,649) (7,894) Increase (Decrease) in Payables 147,546 (31,351) (64,946) Equity in Net (Gain) Loss of Affiliate 104,489 0 0 Value of Stock Issued for Services & Int. 1,399,306 18,761 0 (Gain) Loss on Sale of Equipment 2,877 0 0 (Increase) Decrease in Inventory (5,858) 2,594 0 ---------- ---------- ---------- Net Cash Used by Operating Activities $(4,559,996) $ (173,568) $ (162,022) ========== ========== ========== FOOD TECHNOLOGY SERVICE, INC. (Formerly Vindicator, Inc.) (A Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY FOR THE THREE MONTH PERIOD ENDED MARCH 31, Common Stock Paid-In Capital Deficit ------------ --------------- ------- 1998 (unaudited) ---- Balance, January 1, 1998 $ 100,522 $10,923,339 $(7,594,886) Sale of 23,333 Shares of Stock for $30,000 233 29,767 0 Offering Cost to Sell Stock 0 0 0 Net Loss for Period 0 0 (169,091) ---------- ----------- ----------- Balance, March 31, 1998 $ 100,755 $10,953,106 $(7,763,977) ========== ========== ========== ___________________________________________________________________ 1999(unaudited) ---- Balance, January 1, 1999 $ 100,900 $10,982,963 $(8,216,342) Sale of 153,400 Shares of Stock for $295,475 1,534 293,941 0 Net Loss for Period 0 0 (225,111) ---------- ---------- ---------- Balance, March 31, 1999 $ 102,434 $11,276,904 $(8,441,453) ========== ========== ========== (a) Earnings per common share, assuming no dilution, are based on the number of shares outstanding on March 31 of each year: 10,075,549 (1998) and 10,243,401 (1999). (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 - ---------- Results for the first quarter were up over the same period last year; sales of $72,348 vs. $60,896, an increase of $11,452 while losses for the period were $225,111 compared to $169,091 for the first quarter last year an increase of $56,020. A large portion of these increased expenses are a result of marketing efforts related to consumer education in Polk County. Florida Department of Health in conjunction with Food Technology Service, Inc. ran consumer ads, radio commercials and billboards to determine the consumer acceptance of irradiated foods. Management believes that while the Company awaits final action by the USDA to publish regulations for the inspection and operation of an irradiator for the Red Meat industry, the Food Industry continues to experience safety issues that can be resolved by wise use of gamma irradiation. Management expects the USDA to complete these regulations by late 1999. During the quarter we signed an agreement with Colorado Boxed Beef Company located in Auburndale, Florida to sell and market irradiated ground beef as well poultry products. Our objective in this relationship is to be the first company in the marketplace with irradiated food products. Once the USDA regulations are published for red meat, Management will continue to work with the Food Industry, Public Health Officials and Government to educate the consumer about the benefits of irradiated food products. The Government and the food industry has realized that food safety is an issue that needs improvement and we fully expect to participate and capitalize on this opportunity in the marketplace. The poultry category continues to show good growth, $5,954 vs. $1,478 a year ago, due to two "new" distributors selling irradiated poultry. Liquidity and Capital Resources As of March 31, 1999, the Company has cash on hand of $127,953 and accounts receivable of $28,473 The special alliance that the Company has with Nordion should guarantee the Company's survival as a going entity until government agencies permit us to irradiate meat, poultry and shellfish. OTHER INFORMATION None applicable to this report and are, therefore, omitted. 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: April 30, 1999 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 ARTICLE 5 SCHEDULE 1ST QTR 10-Q WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1 3-MOS DEC-31-1999 MAR-31-1999 127,953 0 28,473 0 5,858 162,283 5,853,096 2,283,913 6,192,034 101,274 868,962 0 0 102,434 2,937,885 3,908,121 72,348 72,348 0 58,675 148,941 0 22,655 (225,111) 0 (225,111) 0 0 0 (225,111) (.02) (.02)
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