Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT UNDER SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2010
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)
Registrant's telephone number, including area code (863) 425-0039
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
Indicate by check mark whether the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [ X ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Sec. 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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 the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [ X ]
The Registrant's operating revenues for its most recent fiscal year
were $3,010,320.
As of March 25, 2011, 2,756,458 shares of the Registrant's Common Stock
were outstanding, and the aggregate market value of the voting stock held
by non-affiliates (2,264,391 shares) was approximately $9,963,320 based
on the market price at that date.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the Annual Meeting of Shareholders scheduled to be
held May 19, 2011.
TABLE OF CONTENTS
PART I
Item 1 Business
Item 2 Properties
Item 3 Legal Proceedings
Item 4 Submission of Matters to a Vote of Security Holders
PART II
Item 5 Market for Registrant's Common Equity, Related Stockholder
Matters, and Issuer's Purchases of Equity Securities
Item 6 Selected Financial Data
Item 7 Management's Discussion and Analysis of Financial Conditions
and Results of Operations
Item 8 Financial Statements and Supplementary Data
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Item 9A Controls and Procedures
PART III
Item 10 Directors, Executive Officers, and Corporate Governance
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13 Certain Relationships and Related Transactions and Director
Independence
Item 14 Principle Accounting Fees and Services
PART IV
Item 15 Exhibits and Financial Statement Schedules
SIGNATURES
PART I
Item 1 Description of Business
Food Technology Service, Inc., (the "Company") was organized as a Florida
corporation on December 11, 1985. The Company owns and operates an
irradiation facility located in Mulberry, Florida that uses gamma radiation to
provide contract sterilization services to the medical device, food
and consumer goods industries. The Company also irradiates packaging,
spices and ingredients. The Company's revenue for 2010 ($3,010,320)
resulted primarily from the processing of medical items and food. The
Company continues to diversify its customer base, however three
customers accounted for approximately 59% of revenues in 2010.
During the past few years, the Company has aggressively pursued
sterilization of medical devices to increase its customer base. Medical device
manufacturing is expanding rapidly due to improvements in medical technology
and an aging population structure in the U.S. The Company is certified to
International Organization for Standardization (ISO) standards for radiation
sterilization of medical devices, which is especially important for potential
customers exporting medical products to the EU and Canada. Medical device
sterilization represented approximately 80% of revenues in 2010. The State of
Florida is now the second leading state in the U.S. for FDA registered medical
device companies.
Food irradiation is a proven technology that can prevent food-borne
illness or prevent the spread of insect pests. The process is supported by the
U.S. Department of Agriculture, the U.S. Food and Drug Administration, the
World Health Organization, the American Medical Association, the American
Dietetic Association and other governmental and scientific organizations. Food
irradiation is a developing segment of the irradiation industry and the
Company is well-positioned to take advantage of future growth in this area.
Food irradiation was responsible for approximately 12% of revenues in 2010.
Although the Company focuses on medical sterilization and food
irradiation, the Company has and will continue to take advantage of profitable
opportunities to irradiate other products. In particular, the Company
irradiates packaging, cosmetic ingredients, horticultural items and consumer
goods. Such items accounted for approximately 8% of 2010 revenues.
Processing Plant Operations
Procedures
----------
Products to be irradiated are placed in a conveying system that moves the
items past a Cobalt 60 source at a rate that is dependent on the required
dose. The dose is also related to the density of the product and the
strength of the Cobalt 60 source. The actual dose received by a product
is verified through dosimeters placed on the product. The Company produces a
detailed record of the irradiation process for each product and maintains an
extensive quality assurance program. The process cannot make products
radioactive just as a dental x-ray does not make the patient's teeth
radioactive.
Personnel
---------
As of December 31, 2010, the Company had thirteen employees.
Cobalt 60 Supply
----------------
The level of radioactive energy of Cobalt 60 declines at approximately 1%
per month, and new Cobalt 60 must be purchased at intervals to accommodate
this decrease in energy as well as customer growth. Nordion is the
Company's supplier of Cobalt 60 and has agreed to accept the return of all
Cobalt 60 that has reached the end of its useful life. Cobalt 60 is available
from one other source. See "Agreements with Nordion" below.
Plant Safety and Regulatory Matters
Although a radiation source does require special handling, the necessary
precautions are implemented in regulations and practiced daily at the Company
and numerous other irradiation plants worldwide. The Company's irradiation
processing activities do not produce harmful solid, liquid or gas effluents or
pollutants. As a result of long experience in designing and operating similar
types of irradiation facilities, the necessary precautions for worker safety
in an irradiation facility are well regulated by the U.S. Nuclear Regulatory
Commission through the Florida Department of Health. The Florida Department
of Health licenses the facility and inspects it on a regular basis. The
facility is also inspected by the U.S. Department of Agriculture, the U.S.
Food and Drug Administration and the Florida Department of Agriculture and
Consumer Services. The notified body for certification to ISO standards
also audits the facility regularly.
Relationship with Nordion
Until February 25, 2011, Nordion (Canada), Inc. ("Nordion") owned
approximately 16.8% of the Company's outstanding shares of Common Stock and had
representation on the Board of Directors. Nordion, in addition to being a
substantial shareholder, has assisted the Company since its commencement of
operations in 1990. It aided in the design and construction of the irradiation
facility, loaned money to the Company during the 1990's when we were not
profitable and has been our supplier of Cobalt. In addition, Nordion assisted
the Company in obtaining a surety bond in the sum of $600,000 in order to meet
the State of Florida facility permit bonding requirements. In connection
therewith, the Company agreed to reimburse Nordion for any liability and expense
which Nordion may sustain as a result of its commitments to the bond issuer.
On July 7, 2010, the Company obtained its own irrevocable standby letter of
credit for $600,000 to satisfy the State's requirements. According to reports
filed with the Securities and Exchange Commission, on February 25, 2011,
Nordion sold its interest in the Company to Fort Ashford Holdings, LLC, a
California private equity firm.
On August 10, 2010, the Company purchased 105,757 curies of Cobalt from
Nordion for $81,740. This Cobalt was heavily discounted because it was already
stored at the Company's facility and was of relatively low-activity. In
addition, the Company paid Nordion $512,978 in November 2010 for an additional
200,000 curies of Cobalt to be delivered during the first quarter of 2011.
This prepayment allowed the Company to receive a discount on the price of the
Cobalt, which was delivered on January 4, 2011.
Item 2 Description of Properties
The Company's irradiation facility and executive office are located on
an approximately 2.17 acre site owned by the Company in Mulberry, Polk County,
Florida. The Company purchased the site because of its convenient access to
State Road 60, a major transportation artery between Central Florida near the
major interstate systems. The Company's irradiation facility and executive
office comprise approximately 28,800 square feet, including a 22,600 square
foot warehouse and loading and unloading area, a 3,200 square foot office
area, and a 3,000 square foot irradiation chamber and Cobalt 60 storage cell.
The Company's facility is designed to operate 24 hours per day, seven days per
week. As of December 31, 2010, the Company had in use approximately 969,000
thousand curies of Cobalt 60. The facility is licensed for a maximum of
4,500,000 curies of Cobalt 60 which allows production to be increased
significantly, if needed.
The Company has an approximately 8,000 square foot warehouse on 2.17 acres
of Company-owned land adjacent to the processing facility.
Item 3 Legal Proceedings
None
Item 4 Submission of Matters to a Vote of Security Holders
None
PART II
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters
(a) The following table shows the range of closing bid prices for the
Company's Common Stock in the NASDAQ Small Cap market for the calendar
quarters indicated. The quotations represent prices in the over-the-counter
market between dealers in securities, do not include retail mark-up, markdown,
or commissions and do not necessarily represent actual transactions.
BID PRICES
------------
2009 High Low
---- ---- ---
First Quarter $2.43 $ .90
Second Quarter 3.00 1.51
Third Quarter 2.50 1.62
Fourth Quarter 2.08 1.60
2010 High Low
---- ---- ---
First Quarter $2.90 $1.68
Second Quarter 2.48 2.00
Third Quarter 2.67 1.97
Fourth Quarter 3.98 2.60
(b) As of December 31, 2010 the approximate number of beneficial holders of
Common Stock of the Company was 2,500.
(c) The Company has paid no dividends to date and does not anticipate
paying any for the foreseeable future.
Item 6 Selected Financial Data
Not applicable.
Item 7 Management's Discussion and Analysis
Plan of Operations
------------------
Food Technology Service, Inc. had revenue of $3,010,320 in 2010 which is
a 19.6 percent increase over 2009 revenue of $2,515,978. The Company had net
income of $1,137,446 or $0.413 per share in 2010 compared to $698,358 or $0.253
per share in 2009. This is an increase of approximately 62.9 percent. The
Company has periodically increased the estimated benefit of deferred tax
credits which can make comparisons to prior year operations difficult. To
facilitate such comparisons, the Company had income before taxes of $1,094,946
in 2010 compared to income before taxes of $559,358 in 2009. This is an
increase of approximately 95.8 percent.
Revenue for the fourth quarter of 2010 was $771,991 compared to $640,739
during the same period in 2009. This is an increase of about 20.5 percent.
Management attributes revenue growth in 2010 to existing customer growth
plus new base customers using processing time made available by the loss of a
large customer in early 2009. These new customers pay higher unit processing
rates than the departed customer.
During 2010, processing costs as a percentage of revenue were 18.8
percent compared to 21.4 percent in 2009. This decrease was not significant
and reflects the fact that such costs are relatively fixed and decreased due to
the increase in revenue. General administrative and development costs as a
percentage of revenue during 2010 were 32.7 percent compared to 40.2 percent in
2009. Again, this change reflects the relatively fixed nature of these costs
and the increased revenue.
In order to comply with FASB ASC 718, the Company continues to report the
value of stock-options granted as an item of expense. These options have been
issued to Company employees and Board members and are valued using the Black-
Scholes pricing method. This action increased expenses in 2010 by $40,232.
Liquidity and Capital Resources
-------------------------------
At December 31, 2010, the Company had cash on hand of $1,294,540.
On July 7, 2010, the Company entered into an agreement with a Regions
Bank to establish an irrevocable standby letter of credit of $600,000, to
satisfy State of Florida requirements for a Radioactive Materials License.
The letter of credit will be automatically extended for an additional year or
any further expiration date unless the bank provides a 120 day written notice
to the Company. The letter of credit is collaterized by the Company's real
property.
Additionally, On October 8, 2010, the Company entered into an agreement
with a Regions Bank to provide for a line of credit of $400,000, bearing an
interest rate of prime plus 1.35%, repayable in full on or before October 8,
2013. As of December 31, 2010 the Company did not draw on this line of
credit.
Management will continue to closely monitor cash balances to ensure that
the Company has sufficient cash on hand to meet its operating needs. Management
believes that the Company has sufficient liquidity to meet our working capital
and capital expenditure requirements for the next twelve months.
Item 8 Financial Statements and Supplementary Data
Reference is made to the Company's Financial Statements included herewith.
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A Controls and Procedures
As of the end of the period covered by this report, an evaluation was
performed on the effectiveness of the design and operation of our disclosure
controls and procedures under the supervision and with the participation of our
management, including our Chief Executive Officer who also acts as the
Company's Chief Financial Officer. Based upon that evaluation, our Chief
Executive and Chief Financial Officer concluded that the design and operation
of our disclosure controls and procedures were effective as of the end of the
period covered by this report.
The management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Securities Exchange Act Rules 13a-15(f) and 15d-15(f)). The Company's internal
control system was designed to provide reasonable assurance to the Company's
management and board of directors regarding the preparation and fair
presentation of published financial statements. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by
the Company's registered public accounting firm pursuant to the rules of
the Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.
The Company's management assessed the effectiveness of the Company's
internal control over financial reporting as of December 31, 2010. In making
this assessment, it used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control -
Integrated Framework. Based on this assessment, management believes that, as
of December 31, 2010, the Company's internal control over financial reporting
is effective.
There have been no changes in the Company's internal control over
financial reporting that occurred during the Company's last fiscal quarter
that materially affected, or are reasonably likely to materially affect the
Company's internal control over financial reporting.
PART III
Item 10 Directors, Executive Officers, and Corporate Governance
Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2011 Annual Shareholders Meeting scheduled to be held on
May 19, 2011.
Item 11 Executive Compensation
Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2011 Annual Shareholders Meeting scheduled to be held on
May 19, 2011.
Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2011 Annual Shareholders Meeting scheduled to be held on
May 19, 2011.
Item 13 Certain Relationships and Related Transactions and Director
Independence
See Item 1 Business - "Relationship with Nordion."
Item 14 Principle Accounting Fees and Services
Reference is made to the Company's Proxy Statement to be used in
conjunction with the 2011 Annual Shareholders Meeting scheduled to be held on
May 19, 2011.
PART IV
Item 15 Exhibits and Financial Statement Schedules
(a) Documents filed as part of this 10-K Annual Report included herewith.
1. The financial statements and schedules listed in the index to financial
statements and schedules.
2. All other schedules for which provision is made in the application
accounting regulations of the SEC are not required under the related
instructions or are not applicable and therefore have been omitted.
(b) Exhibits Index
No. Description
(1) Articles of Incorporation. Reference is made to Exhibit 3.1
included in the Company's Registration Statement on Form S-18
(File No. 33-36838-A).
(2) By-Laws. Reference is made to Exhibit 3.2 included in the
Company's Registration Statement on Form S-18 (File No.
33-36838-A).
*(14) Code of Ethics
**(31) Rule 13a-14(a)/15d-14(a) Certifications
**(32) Section 1350 Certification
* Reference is made to Exhibit 14 included in the
Company's Form 10-KSB Report filed for the year ended
December 31, 2003.
** Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: March 28, 2011. FOOD TECHNOLOGY SERVICE, INC.
By: /S/ Richard G. Hunter, Ph.D.
--------------------------------
Richard G. Hunter, Ph.D.
Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:
Name Title Date
/S/ Richard G. Hunter, Ph.D. Director March 28, 2011
-----------------------------
Richard G. Hunter, Ph.D. Chief Executive Officer and
Chief Financial Officer
/S/ Samuel Bell Director March 28, 2011
-----------------------------
Samuel Bell
/S/ John Corley Director March 28, 2011
-----------------------------
John Corley
/S/ Gary Lifshin Director March 28, 2011
-----------------------------
Gary Lifshin
/S/ David Nicholds Director March 28, 2011
-----------------------------
David Nicholds
/S/ John T. Sinnott Director March 28, 2011
-----------------------------
John T. Sinnott, M.D., F.A.C.P
/S/ Ronald Thomas Director March 28, 2011
-----------------------------
Ronald Thomas, Ph.D.
FOOD TECHNOLOGY SERVICE, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Balance Sheets as of December 31, 2010 and 2009 2-3
Statements of Operations for the Years Ended 4
December 31, 2010 and 2009
Statements of Cash Flows for the Years Ended 5
December 31, 2010 and 2009
Statement of Stockholders' Equity for the Years Ended 6
December 31, 2010 and 2009
Notes to Financial Statements 7-17
i
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Food Technology Service, Inc.
We have audited the accompanying balance sheets of Food Technology Service, Inc.
as of December 31, 2010 and 2009 and the related statements of operations,
stockholders' equity, and cash flows for each of the years in the two-year
period ended December 31, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Food Technology Service, Inc.
as of December 31, 2010 and 2009 and the results of its operations and its cash
flows for each of the years in the two-period ended December 31, 2010 in
conformity with accounting principles generally accepted in the United States
of America.
FERLITA, WALSH & GONZALEZ, P.A.
Tampa, Florida
March 15, 2011
1
FOOD TECHNOLOGY SERVICE, INC.
BALANCE SHEETS
December 31, December 31,
2010 2009
------------ ------------
ASSETS
------
Current Assets:
Cash $ 1,294,540 $ 610,311
Accounts Receivable, Less Allowance for
Doubtful Accounts of $5,000 and $2,500 354,489 213,752
Prepaid Expenses 24,856 31,807
Deferred Tax Asset 369,200 186,000
------------ ------------
Total Current Assets 2,043,085 1,041,870
------------ ------------
Property, Plant and Equipment:
Buildings 3,282,029 3,282,029
Cobalt 4,486,283 4,404,543
Furniture and Equipment 1,981,525 1,923,743
Less: Accumulated Depreciation (6,366,316) (6,005,524)
------------ ------------
3,383,521 3,604,791
Land 171,654 171,654
------------ ------------
Total Property, Plant and Equipment 3,555,175 3,776,445
------------ ------------
Other Assets:
Deferred Tax Asset 987,300 1,128,000
Utility Deposits 5,000 5,000
Prepaid Cobalt 512,978 -
Loan Fees - net 14,955 -
------------ ------------
Total Other Assets 1,520,233 1,133,000
------------ ------------
Total Assets $ 7,118,493 $ 5,951,315
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
FOOD TECHNOLOGY SERVICE, INC.
BALANCE SHEETS
December 31, December 31,
2010 2009
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts Payable $ 9,783 $ 15,585
Accrued Liabilities 16,273 20,971
------------ ------------
Total Current Liabilities 26,056 36,556
------------ ------------
Stockholders' Equity:
Common Stock $.01 Par Value, Authorized
5,000,000 Shares, Issued and Outstanding
2,756,458 shares 27,564 27,564
Paid-In Capital 12,227,059 12,186,827
Deficit (5,143,695) (6,281,141)
------------ ------------
7,110,928 5,933,250
Less, 5,154 Treasury Shares at Cost (18,491) (18,491)
------------ ------------
Total Stockholders' Equity 7,092,437 5,914,759
------------ ------------
Total Liabilities and Stockholders'
Equity $ 7,118,493 $ 5,951,315
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
FOOD TECHNOLOGY SERVICE, INC.
STATEMENTS OF OPERATIONS
Years Ended
December 31,
2010 2009
------------ ------------
Net Revenues $ 3,010,320 $ 2,515,978
------------ ------------
Costs and Operating Expenses
Processing Costs 565,630 538,293
Selling, General and Administrative 983,841 1,011,069
Depreciation and Amortization 368,591 391,515
------------ ------------
Total Costs and Operating Expenses 1,918,062 1,940,877
------------ ------------
Income from Operations 1,092,258 575,101
Interest Income 2,694 5,233
Interest Expense (6) (20,976)
------------ ------------
Income before Income Taxes 1,094,946 559,358
Income Tax Benefit - Deferred 42,500 139,000
------------ ------------
Net Income $ 1,137,446 $ 698,358
============ ============
Net Income Per Common Share
-Basic $ 0.413 $ 0.253
-Diluted $ 0.379 $ 0.248
Weighted Average Number of Common Shares
Used in Computation
-Basic 2,756,458 2,756,458
-Diluted 2,998,458 2,816,458
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
4
FOOD TECHNOLOGY SERVICE, INC.
STATEMENTS OF CASH FLOWS
Years Ended
December 31,
2010 2009
------------ ------------
Cash Flows from Operations:
Cash Received from Customers $ 2,869,583 $ 2,570,531
Interest Received 2,694 5,233
Interest Paid (6) (20,976)
Cash Paid for Operating Expenses (2,025,766) (1,508,970)
------------ ------------
Net Cash Provided by Operations 846,505 1,045,818
Cash Flows from Investing Activities:
Loan Costs (22,754) -
Purchase of Equipment (57,782) (23,856)
Purchase of Cobalt (81,740) -
------------ ------------
Net Cash (Used) in Investing (162,276) (22,386)
Cash Flows from Financing Activities:
Repayment on Financing Agreement and
Debenture Payable - (628,629)
------------ ------------
Net Cash (Used) in Financing - (628,629)
Net Increase in Cash 684,229 393,333
Cash at Beginning of Year 610,311 216,978
------------ ------------
Cash at End of Year $ 1,294,540 $ 610,311
============ ============
Reconciliation of Net Income to
Net Cash Provided by Operations:
Net Income $ 1,137,446 $ 698,358
Adjustments to Reconcile
Net Income to Cash Provided:
Amortization 7,799 5,774
Deferred Income Taxes (42,500) (139,000)
Depreciation 360,792 385,741
Non Cash Payments of Salaries 40,232 39,384
(Increase)/Decrease in Receivables (140,737) 54,553
(Increase)/Decrease in Prepaid Expenses 6,951 (4,254)
(Increase)/Decrease in Prepaid Cobalt (512,978) -
Increase/(Decrease) in Accounts Payables (5,802) 2,543
Increase/(Decrease) in Accrued Liabilities (4,698) 2,719
------------ ------------
Net Cash Provided by Operations $ 846,505 $ 1,045,818
============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
5
FOOD TECHNOLOGY SERVICE, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
Common Paid-In Treasury
Stock Capital Deficit Stock
------- ------- ------- --------
Balance, December 31, 2008 27,564 12,147,444 (6,979,499) (18,491)
Stock Option Expense 39,383
Net Income for Year 698,358
---------- ------------ ------------ ----------
Balance, December 31, 2009 27,564 12,186,827 (6,281,141) (18,491)
Stock Option Expense 40,232
Net Income for Year 1,137,446
---------- ------------ ------------ ----------
Balance, December 31, 2010 $ 27,564 $ 12,227,059 $(5,143,695) $ (18,491)
========== ============ ============ ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
6
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note A - Summary of Significant Accounting Policies
A summary of the Company's significant accounting policies consistently
applied in the preparation of the accompanying financial statements follows:
1. Nature of Business
The Company was organized in December 1985 and is engaged in the business of
operating a gamma irradiation facility using Cobalt 60 for the sterilization
of medical, surgical, pharmaceutical and packaging materials. It also
disinfects fruits, vegetables, oysters and meat products to enhance safety or
eliminate insect pests.
2. Use of Estimates
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. These estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
3. Revenue Recognition
The primary source of revenue is from treating products with Cobalt. Net
Revenue is the gross income from such processing less allowances, if any.
Revenues are recorded after the Company's performance obligation is completed
and product has been processed in accordance with the customer's specifications
and collection of the resulting receivable is probable.
4. Accounts Receivable and Allowances for Doubtful Accounts
Accounts receivable are customer obligations arising from the sale of services
and are due under normal trade terms requiring payment within 30 days from the
invoice date. Accounts over ninety days are monitored closely by Management
and delinquencies are determined based on payment history, aging analysis and
any specific known troubled assets. Receivables are charged off to the
allowance for doubtful accounts once management determines that they are
uncollectable.
5. Property, Plant and Equipment
Property, plant and equipment are stated at cost. Assets other than Cobalt have
been depreciated using the straight-line method over the following lives for
both financial statement and tax purposes:
Building 31.5 years
Furniture and Equipment 5-15 Years
7
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note A - Summary of Significant Accounting Policies (continued)
The total cost basis of Cobalt has been depreciated using engineering
estimates from published tables under which one-half of the remaining value is
written off over 5.26 year periods.
Estimated useful lives are periodically reviewed and if warranted, changes
will be made resulting in acceleration of depreciation.
Nordion is the Company's supplier of Cobalt 60. When we purchased the Cobalt,
Nordion agreed to accept the return of all Cobalt 60 that has reached the end
of its useful life; therefore, the Company has provided no environmental
remediation liability for the disposal of the Cobalt 60.
6. Cash and Cash Equivalents
All highly liquid investments with original maturities of three months or
less are considered to be cash and cash equivalents.
7. Concentration of Credit Risk
The Company maintains its cash in three financial institutions. The Federal
Deposit Insurance Corporation insures up to $250,000 per legal entity per
financial institution until December 31, 2013 and all funds in noninterest-
bearing transaction accounts until December 31, 2012. The Company had no
uninsured cash balances at December 31, 2010 and 2009.
8. Net Income Per Share
Basic net income per share is computed using the weighted average number of
common shares outstanding. Diluted net income per share is computed by the
weighted average number of common shares outstanding, plus the effect of common
stock equivalents that are dilutive.
9. Fair Value of Financial Instruments
The carrying value of cash, accounts receivable, prepaid expenses, deposits,
accounts payable, accrued liabilities approximate fair value.
10. Stock Option Plans
The Company has various stock option plans for employees and other individuals
providing services to or serving as Directors of the Company. (See Note G -
Stock Options)
8
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note A - Summary of Significant Accounting Policies (continued)
Compensation cost under the plans is recognized using the fair value
recognition provisions of FASB ASC 718. Such cost is recognized for shares
expected to vest on a straight-line basis over the requisite service period of
the award using the Black-Scholes option-pricing model.
11. Advertising
The Company expenses all advertising costs when incurred. Advertising expense
was $8,377 and $7,189 for the years ended December 31, 2010 and 2009,
respectively.
12. Reclassification
Certain reclassifications have been made to the prior years financial
statements to conform to the current year's presentation.
Note B - Certificate of Deposit
A certificate of deposit (CD) totaling $600,607 is included in cash in the
accompanying financial statements and bears an interest rate of 0.20%. The CD
automatically renews every 14 days for a 14 day term. Upon renewal, all
credited interest in the account will automatically become part of the
principal for the new account term.
Note C - Loan Fees
During 2010 new loan fees were incurred in obtaining the Regions letter of
credit and line of credit (See Note E - Letter and Line of Credit) in the
amount of $14,167 and $8,587, respectively, for a total of $22,754. As of
December 31, 2009 loan fees of $11,429 were fully depreciated and disposed.
Amortization of these loan fees were based on the life of the loans.
Amortization expense for the year ended December, 31, 2010 and 2009 were
$7,799 and $5,774, respectively.
Note D - Prepaid Cobalt
In November 2010 the Company paid $512,978 to Nordion (See Note H - Related
Party) for the delivery of 200,000 curies of Cobalt in early 2011.
Note E - Letter and Line of Credit
The Company no longer uses Nordion to guarantee a $600,000 letter of credit
required by the State of Florida as a condition of the Company's Radioactive
Materials License. In July, 2010, the Company obtained an irrevocable standby
letter of credit of $600,000 through Regions Bank to satisfy State of Florida
9
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note E - Letter and Line of Credit (continued)
requirements. The letter of credit will be automatically extended for an
additional year unless the bank provides a 120 day written notice to the
Company. The letter of credit is collaterized by the Company's real property
and has an annual fee of $12,219.
The Company has a separate $400,000 line of credit with Regions Bank that is
available for the short term capital needs of the Company. The line of credit
is secured by the Company's real property and incurs interest at prime plus
1.35%. As of December 31, 2010 the Company has not used the line of credit.
Note F - Income Taxes and Available Tax Loss Carryforwards
The components of income tax benefit for the years ended December 31, 2010 and
2009 are as follows:
2010 2009
----------- -----------
Current
Federal $ - $ -
State - -
----------- -----------
$ - $ -
=========== ===========
Deferred-benefit
Federal $ (36,288) $ (118,684)
State (6,212) (20,316)
----------- -----------
Total benefit
for income taxes $ (42,500) $ (139,000)
=========== ===========
Income taxes for the years ended December 31, 2010 and 2009 differ from the
amounts computed by applying the effective income tax rates of 37.63% and
37.63%, respectively, to income before income taxes as a result of the
following:
2010 2009
----------- -----------
Expected provision at US statutory rate 372,300 190,200
State income tax net of federal benefit 39,700 20,300
Nondeductible expenses 2,300 4,400
Change in estimates and available
NOL carryfowards 59,700 389,100
Change in valuation allowance (516,500) (743,000)
----------- -----------
Income tax (benefit) (42,500) (139,000)
=========== ===========
10
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note F - Income Taxes and Available Tax Loss Carryforwards (continued)
As of December 31, 2010 and 2009 the Company had income tax net operating loss
("NOL") carryforwards for federal income tax purposes. The NOL will expire in
various years ending through the year 2030.
The components of the Company's carryforwards at December 31, 2010 and 2009 are
as follows:
2010 2009
----------- -----------
NOL carryforward - Beginning
of year 4,933,066 6,171,556
Less used (1,099,151) (562,689)
Less expired (161,385) (675,801)
----------- -----------
NOL carryfoward - End of year 3,672,530 4,933,066
=========== ===========
The components of the Company's deferred tax assets at December 31, 2010 and
2009 are as follows:
2010 2009
----------- -----------
NOL carryforward 1,382,000 1,856,000
Less valuation allowance (25,500) (542,000)
----------- -----------
Deferred Benefit 1,356,500 1,314,000
=========== ===========
The change in the valuation allowance is as follows:
December 31, 2009 (542,000)
December 31, 2010 (25,500)
-----------
Change in valuation allowance 516,500
===========
Deferred income taxes reflect the net tax effects of the temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
A valuation allowance has been established to eliminate the net deferred tax
benefit due to uncertainty as to whether the tax benefits would ever be
realized. During 2010, as a result of the continuing diversification and
growth in customer base, ongoing profits from operations and the Company's
revised estimate of future taxable income, it was concluded that it is more
likely than not that future taxable income will be sufficient to realize a
larger portion of the Company's deferred asset.
11
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note F - Income Taxes and Available Tax Loss Carryforwards (continued)
The Company believes that its estimate of future operations is conservative
and reasonable, but inherently uncertain. Accordingly, if future operations
generate taxable income greater than the projections, further adjustments to
reduce the reserve are possible. Conversely, if the Company realizes
unforeseen material losses in the future and its future projections of
income decrease, the allowance could be increased resulting in a charge to
income.
These amounts have been presented in the financial statements as follows:
2010 2009
----------- -----------
Current 369,200 186,000
Non-Current 987,300 1,128,000
----------- -----------
Net Deferred tax asset 1,356,500 1,314,000
=========== ===========
The Company's tax years 2007 through 2009 remain open to examination by taxing
jurisdictions.
Note G - Stock Options
On May 14, 2009 the Stockholders approved the 2009 Incentive and Non-Statutory
Stock Option Plan (the "2009 Plan").
The 2009 Plan is administered by the Board of Directors who is authorized to
grant incentive stock options ("ISO's") to Officers and employees of the Company
and non-qualified options ("NQO's") for certain other individuals providing
services to or serving as Directors of the Company.
The maximum number of shares of the Company's Stock that may be issued under
the 2009 Plan is 125,000 shares. Options granted and outstanding under this
plan are as follows:
Year Shares
---- -------
2009 11,500
2010 11,500
-------
23,000
=======
12
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note G - Stock Options (continued)
The aggregate fair market value (determined at the time an ISO is granted) of
the Common Stock with respect to which ISO's are exercisable for the first time
by any person during any calendar year under the Plans shall not exceed
$100,000.
The ISO's are exercisable 20% of the authorized amount immediately and 20% in
each of the following four years. ISO's granted to an optionee terminate 30 to
90 days after termination of employment or other relationship, except that ISO's
terminate the earlier of the expiration date of the option, or 90 to 180 days in
the event of death and 180 days to one year in the event of disability.
The following table summarizes information about stock options outstanding at
December 31, 2010.
Wtd.Avg.
Number Wtd.Avg. Remaining
of Exercise Contractual
Shares Price Life (Yrs)
-------- ----- ---------
Outstanding at
beginning of year 242,250 $2.53
Granted 11,500 $2.15
Exercised -- --
Expired/forfeited (11,750) $4.11
-------- -----
Outstanding at
end of year 242,000 $2.43 3.01
Exercisable at
end of year 177,500 $2.63 2.34
Number Wtd. Avg.
of Grant Date
Shares Fair Value
-------- ----------
Nonvested at
beginning of year 101,500 $0.64
Vested during
the year 48,500 $0.90
13
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note G - Stock Options (continued)
Number Wtd. Avg.
of Grant Date
Shares Fair Value
-------- ----------
Nonvested at
end of year 64,500 $0.58
Expired/Forfeited
During the year 11,750 $0.63
The Company estimated the fair value at the date of grant using the Black
Scholes option valuation model with the following assumptions:
2010 2009
-------- --------
Risk free interest rate 2.04% 1.98%
Expected Volatility 87% 81%
Expected Life 5 years 5 years
Dividend Yield 0% 0%
Weighted average grant
date fair value $1.45 $1.23
Option valuation models require the input of highly subjective assumptions
including the expected option life. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective assumptions can materially
affect the fair value estimate, the existing models do not necessarily provide
a reliable single measure of the fair value of its employee stock options.
The Company recognized $40,232 and $39,383 stock-based compensation expense for
the years ended December 31, 2010 and 2009, respectively.
As of December 31, 2010, there was $36,211 of unrecognized compensation costs
related to non-vested stock options, which will be amortized to expense over
future periods. The Company expects to recognize that cost over the weighted
average vesting period 1.43 years.
Note H - Related Party Transactions
The Company's supplier of Cobalt, Nordion (Canada) Inc., formerly MDS Nordion,
owns approximately 16.8% of the Company's outstanding common stock. Subsequent
to December 31, 2010, Nordion sold their shares. (See Note L - Subsequent
Events)
14
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note H - Related Party Transactions (continued)
The Company has recently purchased the following Cobalt from Nordion:
Year Curies Amount
---- ------- --------
2010 105,757 81,740
On August 10, 2010, the Company purchased approximately 105,757 curies of
Cobalt for $81,740. This Cobalt had previously been stored by Nordion at
the FTSI facility. Because these Cobalt sources were of relatively low-
activity and were already on site, the Company negotiated a significant
discount in the purchase price.
In November 2010, the Company paid Nordion approximately $510,000 from cash
reserves to purchase Cobalt for delivery during the first quarter of 2011.
This prepayment allows the Company to receive a discount on the price of the
Cobalt.
Note I - Earnings Per Share
Earnings per share is calculated in accordance with ASC 260-10, "Earnings Per
Share". Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during the years. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common shares were exercised or
converted into common shares. Common share equivalents are excluded from the
computation of diluted earnings per share if their effects would be anti-
dilutive.
ASC 260-10 requires the presentation of both Basic EPS and Diluted EPS on the
face of the Company's Statements of Operations.
The following table sets forth the computation of basic and diluted per share
information:
2010 2009
---------- ----------
Numerator:
Net Income $1,137,446 $ 698,358
=========== ===========
Denominator:
Weighted average common
shares outstanding 2,756,458 2,756,458
Dilutive effect of stock
options 242,000 60,000
---------- ----------
15
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note I - Earnings Per Share (continued)
Weighted average common
shares outstanding,
assuming dilution 2,998,458 2,816,458
=========== ===========
Potential common shares from out of the money options were excluded from the
computation of diluted EPS because calculation of the associated potential
common shares have an anti-dilutive effect on EPS. The following table lists
options that were excluded from EPS.
Out of the money stock options excluded
2010 2009
------ ------
Stock option with exercise price of $3.60 - 5,000
Stock option with exercise price of $4.56 - 2,500
Stock option with exercise price of $4.12 - 7,000
Stock option with exercise price of $3.56 - 2,250
Stock option with exercise price of $3.36 - 2,500
Stock option with exercise price of $3.28 - 10,000
Stock option with exercise price of $3.24 - 100,000
Stock option with exercise price of $2.52 - 10,000
Stock option with exercise price of $2.57 - 20,000
Stock option with exercise price of $2.18 - 11,500
Stock option with exercise price of $1.89 - 11,500
------- -------
Total anti-dilutive options
excluded from EPS - 182,250
======= =======
Note J - Concentration and Credit Risk
Although the Company continues to diversify its customer base, three customers
accounted for approximately 59% and 61% of revenues for the years ended
December 31, 2010 and 2009, respectively.
The Company's cash and accounts receivable are subject to potential credit
risk. Management continuously monitors the credit standing of the financial
institutions and customers with which the Company deals. A provision has been
made for doubtful accounts which historically have not been significant.
The Company's supplier of Cobalt 60 is Nordion (Canada) Inc. In the event it is
unavailable from Nordion the Company can obtain Cobalt 60 from one other source.
16
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
Note K - Recent Accounting Pronouncements
In July 2010, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update (ASU) No. 2010-20, "Disclosures about the Credit
Quality of Financing Receivables and the Allowance for Credit Losses." The
update amends Accounting Standards Codification (ASC) Topic 310, Receivables,
by requiring more robust and disaggregated disclosures aimed at improving
transparency by providing additional information to assist financial statements
users in assessing an entity's credit risk exposure and evaluating the adequacy
of its allowance for credit losses. This update applies to all entities, both
public and nonpublic that report financing receivables as an asset, the new
disclosures do not apply to trade accounts receivable that arise from the sale
of goods or services and have a contractual maturity of less than one year and
receivables that are either measured at fair value or lower of cost or fair
value. The amended guidance is effective for period-end balances beginning with
the first interim or annual reporting period ending on or after December 15,
2010. We adopted the provisions of FASB ASU 2010-20 for the year ended December
31, 2010, as required, the adoptions did not have a material impact on our
financial statements.
Note L - Subsequent Events
Effective January 1, 2011, the Board of Directors modified the President's
employment contract to include a resignation clause. This clause provides two
weeks base pay for every full year worked for the company, if six months notice
is received before the President leaves. An accrual of approximately $42,000
will be recorded in the first quarter of 2011 related to the resignation clause.
By agreement entered into February 10, 2011, Nordion (Canada) Inc., formerly
MDS Nordion, sold 463,317 shares of common stock to Fort Ashford Holdings, LLC
for $3.60 per share. As of February 25, 2011, the closing date for the sale,
Nordion (Canada) ceased to be a shareholder and no longer has any direct or
indirect interest in the outstanding shares of common stock of the Company.
17
