UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2011
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from [ ] to
[ ]
Commission File
Number 0-19047
FOOD TECHNOLOGY SERVICE, INC.
(Exact name of Registrant as specified in its charter)
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FLORIDA
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59-2618503
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(State of incorporation or organization)
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(Employer Identification Number)
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502 Prairie Mine Road, Mulberry, FL 33860
(Address of Principal Executive offices) (Zip code)
(863) 425-0039
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Name of exchange on which registered)
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Common Stock, $.01 par value
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The Nasdaq Stock Market, LLC (Nasdaq Capital Market)
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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
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No
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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
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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 registrants 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 definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act.): Yes
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No
x
The aggregate market value of the common stock held by non-affiliates of the registrant as of March 6, 2012 was approximately
$16,000,000 based on the closing price for the registrants common stock reported by the NASDAQ Capital Market on that date. For purposes of this disclosure, shares of common stock held by officers and directors of the registrant and persons
that may be deemed to be affiliates under the Act have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of March 6, 2012, there were 2,805,172 shares of the registrants common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Proxy Statement for the Annual Meeting of Stockholders is scheduled to be held in 2012, which
will be filed within 120 days after December 31, 2011, to the extent indicated in Part III.
P
art 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, packaging and food industries. The Company also irradiates spices and ingredients. The
Companys revenue for 2011 ($3,744,546) resulted primarily from the processing of medical items, packaging and food. The Company continues to diversify its customer base, however three customers accounted for approximately 66% of revenues in
2011.
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 European Union and Canada. Medical device sterilization represented approximately 67% of revenues in 2011. The State
of Florida is now the second leading state in the U.S. for FDA registered medical device companies.
Various types of
packaging that contact food are irradiated to facilitate aseptic processing. The volume of packaging irradiated by the Company increased in 2011 and accounted for approximately 24% of revenues.
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 7% of revenues in 2011.
Although the Company focuses on medical sterilization, packaging and food irradiation, the Company has and will continue to take
advantage of profitable opportunities to irradiate other products. Such items include cosmetic ingredients, horticultural items and consumer goods and accounted for approximately 2% of 2011 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 patients teeth radioactive.
1
Part I
Personnel
As of December 31, 2011, the Company had fifteen 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 (Canada) Inc. (Nordion) is the Companys supplier of Cobalt 60 and has agreed to accept the return of all Cobalt 60 that has reached
the end of its useful life. See Relationship with Nordion below.
This supplier does not have a contractual
obligation or commitment to supply such radiation or specific quantities in the future. If Nordion is unable or unwilling to supply the radiation materials in quantities needed for us to properly irradiate products, our operating results could be
harmed. We may not be able to find sufficient suppliers of Cobalt 60 at a reasonable price or at all, if such disruptions occur. In the event that Cobalt 60 is unavailable from Nordion, we believe we can obtain it from one other source. However, if
we are unable to obtain Cobalt 60 at current prices, or if we are unable to acquire adequate supplies of it in a timely manner, our business will be materially affected.
Plant Safety and Regulatory Matters
We use hazardous materials, including
radioactive material and compounds that could be dangerous to human health and safety or to the environment. Although the radiation source does require special handling, necessary precautions are implemented in regulations and practiced daily at the
Company. The Companys 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.
We may incur significant costs to comply with environmental laws and regulations adopted in the future
and in the event we breach current or future environmental laws and/or regulations, we may be subject to liabilities that could damage our business.
Relationship with Nordion
Until February 25, 2011, Nordion owned
approximately 16.8% of the Companys 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 1990s 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
2
Part I
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 States 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.
In November 2010 the Company paid Nordion $512,978
for 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. In June, 2011, the Company installed an
additional 300,000 curies of Cobalt purchased from Nordion at a cost of $795,000 plus delivery and installation costs.
Item
2 Description of Properties
The Companys 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 Companys 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 Companys facility is designed to operate 24 hours per day, seven days per week. As of December 31, 2011, the Company had in use approximately 1,300,000 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 Le
gal Proceedings
None
Item 4
Submission of Matters to a Vote of Security Holders
None
3
P
art II
Item 5 Ma
rket for Registrants Common Equity and Related Stockholder Matters
(a)
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The following table shows the range of closing bid prices for the Companys 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.
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Bid Prices
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2011
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2010
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High
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Low
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High
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Low
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First Quarter
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$
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4.98
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$
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3.60
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$
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2.90
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$
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1.68
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Second Quarter
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6.50
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4.15
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2.48
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2.00
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Third Quarter
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7.93
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4.27
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2.67
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1.97
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Fourth Quarter
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7.40
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5.13
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3.98
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2.60
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(b)
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As of March 6, 2012, there were approximately 254 record holders and approximately 2,000 beneficial owners of our common stock.
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(c)
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The Company has paid no dividends to date and does not anticipate paying any for the foreseeable future.
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(d)
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Our major stockholder may, in the future, have significant influence over all matters admitted to a stockholder vote, which could limit the ability of other
shareholders to influence corporate activities and may adversely affect the market price of our stock.
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Item
6 Sel
ected Financial Data
Not applicable.
Item 7 M
anagements Discussion and Analysis
Plan of Operations
Food Technology Service, Inc. had revenue of $3,744,546
in 2011 which is a 24.4 percent increase over 2010 revenue of $3,010,320. The Company had net income of $909,502 or $0.328 per share in 2011 compared to $1,137,446 or $0.413 per share in 2010. This is a decrease of approximately 20.0
percent and is a result of accounting requirements for the deferred tax asset. The Company has periodically increased the estimated benefit of its deferred tax asset with the most recent adjustment being in 2010. Such adjustments can make
comparisons to prior year operations difficult. To facilitate such comparisons, the Company had income before taxes of $1,429,602 in 2011 compared to income before taxes of $1,094,946 in 2010. This is an increase of approximately 30.6
percent. It should be noted that the Company anticipates using the entire deferred tax asset and that the valuation allowance is not expected to be further adjusted. The Company will continue to show a charge for income taxes which will be a
non-cash transaction until the deferred tax asset is exhausted.
4
Part II
Revenue for the fourth quarter of 2011 was $962,297 compared to $771,991 during the same
period in 2010. This is an increase of about 24.7 percent.
Management attributes revenue growth in 2011 to a large
customer. That customer has a long relationship with the Company and their needs are sporadic and their volumes are large. Although described in earlier filings as an intermittent customer, the customer has indicated they intend to use the
Company at least through mid-2013.
During 2011, processing costs as a percentage of revenue were 17.7 percent compared to
18.8 percent in 2010. 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
2011 were 31.2 percent compared to 32.7 percent in 2010. 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 2011 by $48,646.
Liquidity and Capital
Resources
At December 31, 2011, the Company had cash on hand of $2,000,367.
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 collateralized by the Companys real property and a $150,000 CD with Regions Bank to continue securing the Letter of Credit.
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, 2011 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.
5
Part II
Item 8 F
inancial Statements and Supplementary Data
Reference is made to the Companys Financial Statements included herewith.
Item 9 Changes in a
nd Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T) Co
ntrols 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 Companys 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 Companys internal control system was designed to provide reasonable assurance to the Companys 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
Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to the rules of the
Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.
The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of
December 31, 2011. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework as well as the results of an
independent internal control review completed by an outside registered public accounting firm. Based on this assessment, management believes that, as of December 31, 2011, the Companys internal control over financial reporting is
effective.
There have been no changes in the Companys internal control over financial reporting that occurred during
the Companys last fiscal quarter that materially affected, or are reasonably likely to materially affect the Companys internal control over financial reporting.
6
P
art III
Item 10 Dir
ectors, Executive Officers, and Corporate Governance
Reference is made to the Companys Proxy Statement to be used in conjunction with the 2012 Annual Shareholders Meeting scheduled to
be held on May 18, 2012.
Item 11 Exec
utive Compensation
Reference is made to the Companys Proxy Statement to be used in conjunction with the 2012 Annual Shareholders Meeting scheduled to
be held on May 18, 2012.
Item 12 Se
curity Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Reference is made to the Companys Proxy Statement to be used in conjunction with the
2012 Annual Shareholders Meeting scheduled to be held on May 18, 2012.
Item 13 Certain Relati
onships
and Related Transactions and Director Independence
See Item 1 BusinessRelationship with Nordion.
Item 14 Pri
nciple Accounting Fees and Services
Reference is made to the Companys Proxy Statement to be used in conjunction with the 2012 Annual Shareholders Meeting scheduled to
be held on May 18, 2012.
7
P
art IV
Item 15 Exhi
bits and Financial Statement Schedules
The following documents are filed as part of this report.
(a) Financial Statements
(b) Exhibits
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No.
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Description
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(1)
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Articles of Incorporation. Reference is made to Exhibit 3.1 included in the Companys Registration Statement on Form S-18 (File No. 33-36838-A).
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(2)
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By-Laws. Reference is made to Exhibit 3.2 included in the Companys Registration Statement on Form S-18 (File No. 33-36838-A).
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*(14)
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Code of Ethics
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**(31)
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Certifications of Officers pursuant to Rule 13a-14(a)/15d-14(a)
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**(32)
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Certifications of Officers pursuant to Section 1350, of the SarbanesOxley Act of 2002
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Reference is made to Exhibit 14 included in the Companys Form 10-KSB Report filed for the year ended December 31, 2003.
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8
S
ignatures
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.
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FOOD TECHNOLOGY SERVICE, INC.
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By:
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/s/ Richard G. Hunter, Ph.D.
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Richard G. Hunter, Ph.D.
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Chief Executive Officer and
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Chief Financial Officer
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Date: March 28, 2012
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:
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Signature
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Title
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Date
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/s/ Richard G. Hunter, Ph.D.
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Director
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March 28, 2012
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Richard G. Hunter, Ph.D.
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Chief Executive Officer and
Chief Financial Officer
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/s/ Douglas Bell
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Director
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March 28, 2012
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Douglas Bell
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/s/ Gary Lifshin
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Director
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March 28, 2012
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Gary Lifshin
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/s/ David Nicholds
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Director
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March 28, 2012
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David Nicholds
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/s/ John T. Sinnott
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Director
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March 28, 2012
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John T. Sinnott, M.D., F.A.C.P
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/s/ Ronald Thomas
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Director
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March 28, 2012
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Ronald Thomas, Ph.D.
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9
INDEX TO FINANCIAL STATEMENTS
F-1
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, 2011
and 2010 and the related statements of operations, stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2011. These financial statements are the responsibility of the Companys
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 Companys 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, 2011 and 2010 and the results of its operations and its cash flows for each of the years in the two-period ended
December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
FERLITA, WALSH &
GONZALEZ, P.A.
Tampa, Florida
March 20, 2012
F-2
FOOD TECHNOLOGY SERVICE, INC.
BALANCE SHEETS
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As of December 31,
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2011
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2010
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ASSETS
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Current Assets:
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Cash
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$
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2,000,367
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$
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1,294,540
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Accounts Receivable, Less Allowance for Doubtful Accounts of $5,000
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511,448
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354,489
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Prepaid Expenses
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28,467
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24,856
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Deferred Tax Asset
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651,000
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369,200
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Total Current Assets
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3,191,282
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2,043,085
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Property, Plant and Equipment:
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Buildings
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3,443,723
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3,282,029
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Cobalt
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5,900,977
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4,486,283
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Furniture and Equipment
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2,076,481
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1,981,525
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Land
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171,654
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171,654
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Less: Accumulated Depreciation
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(6,830,734
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)
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(6,366,316
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)
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Total Property, Plant and Equipment
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4,762,101
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3,555,175
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Other Assets:
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Deferred Tax Asset
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185,400
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987,300
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Utility Deposits
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5,000
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5,000
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Prepaid Cobalt
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512,978
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Loan FeesNet
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7,046
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14,955
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Total Other Assets
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197,446
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1,520,233
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Total Assets
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$
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8,150,829
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$
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7,118,493
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-3
FOOD TECHNOLOGY SERVICE, INC.
BALANCE SHEETS
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As of December 31,
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2011
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2010
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
32,002
|
|
|
$
|
9,783
|
|
Accrued Liabilities
|
|
|
68,242
|
|
|
|
16,273
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
100,244
|
|
|
|
26,056
|
|
|
|
|
Stockholders Equity:
|
|
|
|
|
|
|
|
|
Common Stock $.01 Par Value, Authorized 5,000,000 Shares, Issued 2,805,172 and 2,756,458, respectively
|
|
|
28,051
|
|
|
|
27,564
|
|
Paid-In Capital
|
|
|
12,275,218
|
|
|
|
12,227,059
|
|
Deficit
|
|
|
(4,234,193
|
)
|
|
|
(5,143,695
|
)
|
Less, 5,154 Treasury Shares at Cost
|
|
|
(18,491
|
)
|
|
|
(18,491
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders Equity
|
|
|
8,050,585
|
|
|
|
7,092,437
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity
|
|
$
|
8,150,829
|
|
|
$
|
7,118,493
|
|
|
|
|
|
|
|
|
|
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-4
FOOD TECHNOLOGY SERVICE, INC.
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2011
|
|
|
2010
|
|
Net Revenues
|
|
$
|
3,744,546
|
|
|
$
|
3,010,320
|
|
|
|
|
|
|
|
|
|
|
Costs and Operating Expenses
|
|
|
|
|
|
|
|
|
Processing Costs
|
|
|
662,890
|
|
|
|
565,630
|
|
Selling, General and Administrative
|
|
|
1,168,248
|
|
|
|
983,841
|
|
Depreciation and Amortization
|
|
|
484,545
|
|
|
|
368,591
|
|
Interest Expense
|
|
|
253
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Operating Expenses
|
|
|
2,315,936
|
|
|
|
1,918,068
|
|
|
|
|
|
|
|
|
|
|
Income from Operations
|
|
|
1,428,610
|
|
|
|
1,092,252
|
|
Interest Income
|
|
|
992
|
|
|
|
2,694
|
|
|
|
|
|
|
|
|
|
|
Income before Income Taxes
|
|
|
1,429,602
|
|
|
|
1,094,946
|
|
Income Tax (Expense) BenefitDeferred
|
|
|
(520,100
|
)
|
|
|
42,500
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
909,502
|
|
|
$
|
1,137,446
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Common Share
|
|
|
|
|
|
|
|
|
-Basic
|
|
$
|
0.328
|
|
|
$
|
0.413
|
|
-Diluted
|
|
$
|
0.312
|
|
|
$
|
0.379
|
|
Weighted Average Number of Common Shares Used in Computation
|
|
|
|
|
|
|
|
|
-Basic
|
|
|
2,776,660
|
|
|
|
2,756,458
|
|
-Diluted
|
|
|
2,916,160
|
|
|
|
2,998,458
|
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-5
FOOD TECHNOLOGY SERVICE, INC.
STATEMENTS OF STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Paid-In
Capital
|
|
|
Deficit
|
|
|
Treasury
Stock
|
|
Balance, December 31, 2009
|
|
$
|
27,564
|
|
|
$
|
12,186,827
|
|
|
$
|
(6,281,141
|
)
|
|
$
|
(18,491
|
)
|
Stock Option Expense
|
|
|
|
|
|
|
40,232
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
1,137,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
|
|
|
27,564
|
|
|
|
12,227,059
|
|
|
|
(5,143,695
|
)
|
|
|
(18,491
|
)
|
Exercise of Stock Options
|
|
|
487
|
|
|
|
(487
|
)
|
|
|
|
|
|
|
|
|
Share-Based Compensation
|
|
|
|
|
|
|
48,646
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
909,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2011
|
|
$
|
28,051
|
|
|
$
|
12,275,218
|
|
|
$
|
(4,234,193
|
)
|
|
$
|
(18,491
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-6
FOOD TECHNOLOGY SERVICE, INC.
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2011
|
|
|
2010
|
|
Cash Flows from Operations:
|
|
|
|
|
|
|
|
|
Cash Received from Customers
|
|
$
|
3,587,587
|
|
|
$
|
2,869,583
|
|
Interest Received
|
|
|
992
|
|
|
|
2,694
|
|
Interest Paid
|
|
|
(253
|
)
|
|
|
(6
|
)
|
Cash Paid for Operating Expenses
|
|
|
(1,711,915
|
)
|
|
|
(1,512,788
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operations
|
|
|
1,876,411
|
|
|
|
1,359,483
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Letter of Credit Costs
|
|
|
(12,218
|
)
|
|
|
(22,754
|
)
|
Prepaid Cobalt
|
|
|
|
|
|
|
(512,978
|
)
|
Purchase of Cobalt, Delivery & Installation
|
|
|
(901,716
|
)
|
|
|
(57,782
|
)
|
Purchase of Equipment
|
|
|
(94,956
|
)
|
|
|
(81,740
|
)
|
Building Renovation
|
|
|
(161,694
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash (Used) by Investing
|
|
|
(1,170,584
|
)
|
|
|
(675,254
|
)
|
Net Increase in Cash
|
|
|
705,827
|
|
|
|
684,229
|
|
Cash at Beginning of Period
|
|
|
1,294,540
|
|
|
|
610,311
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
$
|
2,000,367
|
|
|
$
|
1,294,540
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income to Net Cash Provided by Operations:
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
909,502
|
|
|
$
|
1,137,446
|
|
Adjustments to Reconcile Net Income to Cash Provided or Used:
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
20,127
|
|
|
|
7,799
|
|
Deferred Income Tax
|
|
|
520,100
|
|
|
|
(42,500
|
)
|
Depreciation
|
|
|
464,418
|
|
|
|
360,792
|
|
Share-Based Compensation
|
|
|
48,646
|
|
|
|
40,232
|
|
(Increase)/Decrease in Receivables
|
|
|
(156,959
|
)
|
|
|
(140,737
|
)
|
(Increase)/Decrease in Prepaid Expenses
|
|
|
(3,611
|
)
|
|
|
6,951
|
|
Increase/(Decrease) in Payables
|
|
|
22,219
|
|
|
|
(5,802
|
)
|
Increase/(Decrease) in Accruals
|
|
|
51,969
|
|
|
|
(4,698
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operations
|
|
$
|
1,876,411
|
|
|
$
|
1,359,483
|
|
|
|
|
|
|
|
|
|
|
Non-cash Financing Transactions:
|
|
|
|
|
|
|
|
|
Common Stock Issued Pursuant to Exercised Stock Options
|
|
$
|
308,956
|
|
|
|
|
|
Prepaid Cobalt Placed in Service
|
|
$
|
512,978
|
|
|
|
|
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F-7
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
Note ASummary of Significant Accounting Policies
A summary of the Companys 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 gamma radiation from Cobalt 60. Net Revenue is the gross income from such processing less allowances, if any. Revenues are recorded after the
Companys performance obligation is completed and product has been processed in accordance with the customers 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 uncollectible.
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:
F-8
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
|
|
|
Building
|
|
31.5-39 Years
|
Furniture and Equipment
|
|
5-15 Years
|
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 Companys supplier of Cobalt 60. When Cobalt is
purchased, Nordion agrees to accept the return of all Cobalt 60 that has reached the end of its useful life for a fee. The Companys facility has the capacity to store the Cobalt 60 and there is no regulatory or industry requirement stating
when the Cobalt needs to be returned. Management periodically reviews the value of the Cobalt 60 and has determined an environmental remediation liability is not necessary since the value of the Cobalt 60 exceeds the disposal costs.
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 and all funds in noninterest-bearing transaction accounts until December 31, 2012. The Company had no uninsured cash balances at December 31, 2011 and 2010.
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 and accrued liabilities approximate fair value.
F-9
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
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 HStock Options) 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 recognized for the years ended December 31, 2011 and 2010 was $4,713 and $8,377, respectively.
12. Reclassification
Certain reclassifications have been made to the prior years financial
statements to conform to the current years presentation.
Note BCertificate of Deposit
As of January 2011 the certificate of deposit was not renewed.
Note CLoan Fees
During the first quarter of 2011 renewal fees in the amount of $12,219 were incurred in connection with the Regions letter of credit
(See Note ELetter and Line of Credit) for a total of $34,973. These fees were amortized based on the life of the loans. Amortization expense for the years ended December 31, 2011 and 2010 was $20,127 and $7,799, respectively.
Note DPrepaid Cobalt
In November 2010 the Company paid $512,978 to Nordion (See Note IRelated Party Transactions) for the delivery of 200,000 curies
of Cobalt in early 2011. The delivery was received and placed in service in January 2011.
Note ELetter 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
Companys 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 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 collateralized by the Companys real property and has an annual fee of $12,219. Subsequent to December 31, 2011, the Company
extended the letter of credit and it is now collateralized by the Companys real estate and a certificate of deposit (See Note LSubsequent Events).
F-10
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
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 Companys real property and incurs interest at prime plus 1.35%. As of December 31, 2011 the Company has not used the line of credit. Subsequent to December 31,
2011, the Company renewed the line of credit and it is now secured by the Companys real estate and a certificate of deposit (See Note LSubsequent Events).
Note FIncome Taxes and Available Tax Loss Carryforwards
The components of income tax / (benefit) are as follows:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2011
|
|
|
2010
|
|
Current
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
|
|
|
$
|
|
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred-Benefit
|
|
|
|
|
|
|
|
|
Federal
|
|
|
444,100
|
|
|
|
(36,300
|
)
|
State
|
|
|
76,000
|
|
|
|
(6,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
520,100
|
|
|
|
(42,500
|
)
|
|
|
|
Total Income Tax Expense /(Benefit)
|
|
$
|
520,100
|
|
|
$
|
(42,500
|
)
|
|
|
|
|
|
|
|
|
|
Income taxes for the years ended December 31, 2011 and 2010 differ from the amounts computed by applying the
effective income tax rates of 37.63% to income before income taxes as a result of the following:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
2011
|
|
|
2010
|
|
Expected Provision At US Statutory Rate
|
|
$
|
486,100
|
|
|
$
|
372,300
|
|
State Income Tax Net Of Federal Benefit
|
|
|
51,900
|
|
|
|
39,700
|
|
Nondeductible Expenses
|
|
|
6,500
|
|
|
|
2,300
|
|
Change In Estimates And Available NOL Carryforwards
|
|
|
1,100
|
|
|
|
59,700
|
|
Change In Valuation Allowance
|
|
|
(25,500
|
)
|
|
|
(516,500
|
)
|
|
|
|
|
|
|
|
|
|
Income Tax Expense /(Benefit)
|
|
$
|
520,100
|
|
|
$
|
(42,500
|
)
|
|
|
|
|
|
|
|
|
|
F-11
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
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 Companys NOL carryforward is as follows:
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2011
|
|
|
2010
|
|
NOL CarryforwardBeginning Of Year
|
|
|
3,672,530
|
|
|
|
4,933,066
|
|
Less Used
|
|
|
(1,600,605
|
)
|
|
|
(1,099,151
|
)
|
Less Expired
|
|
|
|
|
|
|
(161,385
|
)
|
|
|
|
|
|
|
|
|
|
NOL CarryfowardEnd Of Year
|
|
|
2,071,925
|
|
|
|
3,672,530
|
|
|
|
|
|
|
|
|
|
|
The components of the Companys deferred tax assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2011
|
|
|
2010
|
|
Nol Carryforward
|
|
$
|
779,700
|
|
|
$1,382,000
|
|
Accrued Salary
|
|
|
17,700
|
|
|
|
|
Stock Options
|
|
|
39,000
|
|
|
|
|
Less: Valuation Allowance
|
|
|
|
|
|
(25,500)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Deferred Tax Asset
|
|
$
|
836,400
|
|
|
$1,356,500
|
|
|
|
|
|
Current Portion
|
|
$
|
651,000
|
|
|
|
|
$
|
369,200
|
|
Noncurrent Portion
|
|
|
185,400
|
|
|
|
|
|
987,300
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Deferred Tax Asset
|
|
$
|
836,400
|
|
|
|
|
$
|
1,356,500
|
|
|
|
|
|
|
|
|
|
|
|
|
The change in the valuation allowance is as follows:
|
|
|
|
|
December 31, 2010
|
|
|
(25,500
|
)
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
Change In Valuation Allowance
|
|
|
25,500
|
|
|
|
|
|
|
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 2011, as a result of the continuing diversification and growth in customer base, ongoing profits from operations and the
Companys 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 all of the Companys deferred asset.
F-12
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
The Company believes that its estimate of future operations is conservative and reasonable, but
inherently uncertain. 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.
The Companys tax years 2008 through 2010 remain open to examination by taxing jurisdictions.
Note GAccrued Liabilities
Effective January 1, 2011, the Board of Directors modified the Presidents employment contract to include a resignation
clause. This clause provides two weeks base pay for every full year worked for the company, if a six month notice is received before the President leaves. As of December 31, 2011 an accrual of $47,000 is recorded in relation to the resignation
clause.
Note H- Stock Options
On February 9, 1999 the Board of Directors approved an option program for non-employee Directors.
The program was amended in 2001 and 2005 to provide for the annual granting to each non-employee Director of five year options to purchase 1,500 shares of
common stock, exercisable at the end of one year at the market value of the shares of common stock on the date of grant. Also, the Chairman of the Board is awarded annually five year options to purchase an additional 2,500 shares. Options
outstanding under this plan for the years ended December 31, 2011 and 2010 are 21,500 and 31,500, respectively.
No further options are
being issued under the 1999 Plan.
On June 23, 2000 the Stockholders approved the 2000 Incentive and Non-Statutory Stock Option Plan (the
2000 Plan).
The 2000 Plan is administered by the Board of Directors who is authorized to grant incentive stock options
(ISOs) to Officers and employees of the Company and non-qualified options (NQOs) for certain other individuals providing services to or serving as Directors of the Company.
The maximum number of shares of the Companys Stock that may be issued under the 2000 Plan is 125,000 shares. Options outstanding under this plan
for the years ended December 31, 2011 and 2010 are 20,000 and 122,500, respectively.
F-13
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
The ISOs are exercisable 20% of the authorized amount immediately and 20% in each of the following
four years. ISOs granted to an optionee terminate 30 to 90 days after termination of employment or other relationship, except that ISOs 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.
No further options are being issued under the 2000 Plan.
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 (ISOs) to Officers and
employees of the Company and non-qualified options (NQOs) for certain other individuals providing services to or serving as Directors of the Company.
The maximum number of shares of the Companys 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
|
|
2011
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
33,000
|
|
|
|
|
|
|
The aggregate fair market value (determined at the time an ISO is granted) of the Common Stock with respect to which
ISOs are exercisable for the first time by any person during any calendar year under the Plans shall not exceed $100,000.
The
ISOs are exercisable 20% of the authorized amount immediately and 20% in each of the following four years. ISOs granted to an optionee terminate 30 to 90 days after termination of employment or other relationship, except that ISOs
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.
A summary of the status of the Companys stock options is as follows:
F-14
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Wtd.
Avg.
Exercise
Price
|
|
|
Wtd. Avg.
Remaining
Contractual
Life (Yrs)
|
|
Outstanding At December 31, 2009
|
|
|
242,250
|
|
|
$
|
2.53
|
|
|
|
|
|
Granted
|
|
|
11,500
|
|
|
$
|
2.15
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired/Forfeited
|
|
|
(11,750
|
)
|
|
$
|
4.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding At December 31, 2010
|
|
|
242,000
|
|
|
$
|
2.43
|
|
|
|
3.01
|
|
Granted
|
|
|
10,000
|
|
|
$
|
4.85
|
|
|
|
|
|
Exercised
|
|
|
(101,500
|
)
|
|
$
|
3.24
|
|
|
|
|
|
Expired/Forfeited
|
|
|
(11,000
|
)
|
|
$
|
3.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding At December 31, 2011
|
|
|
139,500
|
|
|
$
|
1.95
|
|
|
|
4.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested/Exercisable At December 31, 2011
|
|
|
111,500
|
|
|
$
|
1.70
|
|
|
|
3.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of the status of the Companys nonvested stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Nonvested, At December 31, 2009
|
|
|
101,500
|
|
|
$
|
0.58
|
|
Granted
|
|
|
11,500
|
|
|
$
|
3.25
|
|
Vested
|
|
|
(48,500
|
)
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
Nonvested, At December 31, 2010
|
|
|
64,500
|
|
|
$
|
0.58
|
|
Granted
|
|
|
10,000
|
|
|
$
|
3.25
|
|
Vested
|
|
|
(46,500
|
)
|
|
$
|
1.27
|
|
|
|
|
|
|
|
|
|
|
Nonvested, At December 31, 2011
|
|
|
28,000
|
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
|
Expired/Forfeited During 2011
|
|
|
11,000
|
|
|
$
|
0.84
|
|
|
|
|
|
|
|
|
|
|
The Company estimated the fair value at the date of grant using the Black Scholes option valuation model with the
following assumptions:
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2011
|
|
2010
|
Risk Free Interest Rate
|
|
0.83% - 2.24%
|
|
1.27% - 2.60%
|
Expected Volatility
|
|
80.03% - 84.66%
|
|
85.47% - 86.66%
|
Expected Life
|
|
5 years
|
|
5 years
|
Dividend Yield
|
|
0%
|
|
0%
|
F-15
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
Option valuation models require the input of highly subjective assumptions including the expected option
life. Because the Companys 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.
During 2011, 101,500 stock options were
exercised under a cashless program resulting in the issuance of 48,714 shares.
The Company recognized $48,646 and $40,232 stock-based
compensation expense for the years ended December 31, 2011 and 2010, respectively.
As of December 31, 2011, there was $20,106 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 1.42 years.
Note IRelated Party Transactions
The Companys supplier of Cobalt, Nordion (Canada) Inc., formerly MDS Nordion, owned approximately 16.8% of the Companys
outstanding common stock. 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.
The Company has recently purchased the following Cobalt from Nordion:
|
|
|
|
|
|
|
|
|
Year
|
|
Curies
|
|
|
Amount
|
|
2010
|
|
|
105,757
|
|
|
$
|
81,740
|
|
2011
|
|
|
499,998
|
|
|
$
|
1,414,694
|
|
In November 2010, the Company paid Nordion approximately $510,000 to purchase Cobalt for delivery during the first
quarter of 2011. This prepayment allowed the Company to receive a discount on the price of the Cobalt. The Cobalt was delivered as scheduled in January 2011.
Note JEarnings Per Share
Earnings per share are calculated in accordance with ASC 260-10, Earnings Per Share. Basic earnings per share are computed
by dividing net income by the weighted average number of common shares outstanding during the years. Diluted earnings per share reflect 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.
F-16
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
ASC 260-10 requires the presentation of both Basic EPS and Diluted EPS on the face of the
Companys Statements of Operations.
The following table sets forth the computation of basic and diluted per share information:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended
December 31,
|
|
|
|
2011
|
|
|
2010
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
909,502
|
|
|
$
|
1,137,446
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Wtd. Avg. Common Shares Outstanding
|
|
|
2,776,660
|
|
|
|
2,756,458
|
|
Dilutive Effect Of Stock Options
|
|
|
139,500
|
|
|
|
242,000
|
|
|
|
|
|
|
|
|
|
|
Wtd. Avg. Common Shares Outstanding, Assuming Dilution
|
|
|
2,916,160
|
|
|
|
2,998,458
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2011 and 2010 there were no out of the money options to exclude from the
computation of diluted EPS.
Note KConcentration and Credit Risk
Although the Company continues to diversify its customer base, three customers accounted for approximately 66% and 59% of revenues for
the years ended December 31, 2011 and 2010, respectively.
The Companys 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 Companys 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.
Note LSubsequent Events
As disclosed in Note ELetter and Line of Credit, the Company has a $600,000 letter of credit and a separate $400,000 line of
credit. Both the letter and the line of credit are collateralized by the Companys real property. Subsequent to December 31, 2011, the Company extended the letter of credit and renewed the line of credit. Due to the general
decline in real estate values, the bank has required the Company to either have the real estate appraised to verify the value is sufficient to guarantee the $600,000 letter of credit or purchase a certificate of deposit in the amount of
$150,000. The Company chose to purchase the certificate of deposit to collateralize the letter and line of credit.
F-17
FOOD TECHNOLOGY SERVICE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
In March, 2012 the Company entered into an agreement with Nordion for the purchase and installation of
300,000 curies of Cobalt at an estimated cost of $800,000. This Cobalt will be installed during the third quarter of 2012.
In March,
2012 the Company entered into an agreement with Nordion for the replacement of the Programmable Logic Control (PLC) system at an estimated cost of $800,000. This is the last part of a multi-year project intended to maintain the facility in good
and reliable condition. The PLC replacement will take place in two phases and is expected to be substantially completed by the end of 2012.
F-18
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