Attached files
| file | filename |
|---|---|
| EX-32.1 - EXHIBIT 32.1 - PARADISE INC | v417350_ex32-1.htm |
| EX-32.2 - EXHIBIT 32.2 - PARADISE INC | v417350_ex32-2.htm |
| EX-31.2 - EXHIBIT 31.2 - PARADISE INC | v417350_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - PARADISE INC | v417350_ex31-1.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | Quarterly report pursuant to section 13 or 15(d) of the Securities Act of 1934. |
For the quarterly period ended June 30, 2015
or
| ¨ | Transition report pursuant to section 13 or 15(d) of the Securities Act of 1934. |
Commission File No. 0-3026
PARADISE, INC.
INCORPORATED IN FLORIDA
I.R.S. EMPLOYER IDENTIFICATION NO. 59-1007583
1200 DR. MARTIN LUTHER KING, JR. BLVD.,
PLANT CITY, FLORIDA 33563
(813) 752-1155
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 and 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 (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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
The number of shares outstanding of each of the issuer’s classes of common stock as of August 13, 2015 was 519,600 shares.
PARADISE, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015
INDEX
| PARADISE, INC. | COMMISSION FILE NO. 0-3026 | |
| PART I. | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements | |
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
| 2 |
| 3 |
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| FOR THE THREE MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2015 | 2014 | |||||||
| Net Sales | $ | 2,479,127 | $ | 2,677,310 | ||||
| Costs and Expenses: | ||||||||
| Cost of Goods Sold | 2,023,133 | 1,901,693 | ||||||
| Selling, General and Administrative Expense | 898,586 | 818,228 | ||||||
| Amortization Expense | 35,972 | 35,972 | ||||||
| Total Costs and Expenses | 2,957,691 | 2,755,893 | ||||||
| Loss from Operations | (478,564 | ) | (78,583 | ) | ||||
| Other (Expense) Income | 26,539 | (3,301 | ) | |||||
| Loss Before Income Taxes | (452,025 | ) | (81,884 | ) | ||||
| Income Tax Benefit | 180,810 | 32,753 | ||||||
| Net Loss | $ | (271,215 | ) | $ | (49,131 | ) | ||
| Loss per Common Share (Basic and Diluted) | $ | (0.52 | ) | $ | (0.09 | ) | ||
| Dividend per Common Share | $ | 0.00 | $ | 0.00 | ||||
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
| 4 |
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| FOR THE SIX MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2015 | 2014 | |||||||
| Net Sales | $ | 5,170,884 | $ | 5,740,382 | ||||
| Costs and Expenses: | ||||||||
| Cost of Goods Sold | 4,483,306 | 4,378,953 | ||||||
| Selling, General and Administrative Expense | 1,831,646 | 1,678,104 | ||||||
| Amortization Expense | 71,943 | 71,943 | ||||||
| Total Costs and Expenses | 6,386,895 | 6,129,000 | ||||||
| Loss from Operations | (1,216,011 | ) | (388,618 | ) | ||||
| Other Income | 44,852 | 36,961 | ||||||
| Loss Before Income Taxes | (1,171,159 | ) | (351,657 | ) | ||||
| Income Tax Benefit | 468,464 | 140,663 | ||||||
| Net Loss | $ | (702,695 | ) | $ | (210,994 | ) | ||
| Loss per Common Share (Basic and Diluted) | $ | (1.35 | ) | $ | (0.41 | ) | ||
| Dividend per Common Share | $ | 0.11 | $ | 0.11 | ||||
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
| 5 |
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| FOR THE SIX MONTHS ENDED | ||||||||
| JUNE 30, | ||||||||
| 2015 | 2014 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | (702,695 | ) | $ | (210,994 | ) | ||
| Adjustments to Reconcile Net Loss to | ||||||||
| Net Cash Used in Operating Activities: | ||||||||
| Depreciation and Amortization | 280,729 | 297,819 | ||||||
| Provision for Deferred Income Taxes | - | - | ||||||
| Decrease (Increase) in: | ||||||||
| Accounts Receivable | 1,777,946 | 1,479,226 | ||||||
| Inventories | (4,996,440 | ) | (5,214,071 | ) | ||||
| Prepaid Expenses and Other Current Assets | (194,626 | ) | (307,245 | ) | ||||
| Income Tax Asset | (655,964 | ) | (185,663 | ) | ||||
| Other Assets | 8,205 | (103,797 | ) | |||||
| Increase (Decrease) in: | ||||||||
| Accounts Payable | 178,260 | 884,339 | ||||||
| Accrued Expense | (613,385 | ) | (601,268 | ) | ||||
| Net Cash Used in Operating Activities | (4,917,970 | ) | (3,961,654 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of Property and Equipment | (498,614 | ) | (71,970 | ) | ||||
| Net Cash Used in Investing Activities | (498,614 | ) | (71,970 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net Proceeds from Short Term Debt | 1,042,709 | 496,465 | ||||||
| Dividends Paid | (57,156 | ) | (57,156 | ) | ||||
| Net Cash Provided by Financing Activities | 985,553 | 439,309 | ||||||
| NET DECREASE IN CASH | (4,431,031 | ) | (3,594,315 | ) | ||||
| CASH, AT BEGINNING OF PERIOD | 7,788,010 | 5,916,366 | ||||||
| CASH, AT END OF PERIOD | $ | 3,356,979 | $ | 2,322,051 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Income Taxes | $ | 187,500 | $ | - | ||||
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
| 6 |
PARADISE, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| NOTE 1 | BASIS OF PRESENTATION |
The accompanying unaudited consolidated financial statements of Paradise, Inc. (the “Company”) have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.
The information furnished herein reflects all adjustments and accruals of a normal recurring nature that management believes are necessary to fairly state the operating results for the respective periods. The notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2014. The Company’s management believes that the disclosures are sufficient for interim financial reporting purposes.
Consumer demand for glace’ fruit product is traditionally strongest during the Thanksgiving and Christmas season. Almost 80% of glace’ fruit product sales are recorded during an eight to ten week period beginning in mid September. Therefore, the operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the current year.
Certain minor reclassifications have been made to the consolidated unaudited financial statements for the three and six months ended June 30, 2014 to conform to the classifications used for the three and six months ended June 30, 2015.
| NOTE 2 | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout Industry topics of the Codification. Additionally, this Update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On April 1, 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard, ASU No. 2014-09. If these proposed changes are finalized, this standard would require public entities to apply the amendments in ASU No. 2014-09 for annual reporting beginning after December 15, 2017. Early adoption would be permitted as of the original effective date in ASU No. 2014-09, which is for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact of adopting the guidance on our consolidated financial statements.
Except as noted above, the Company’s management does not believe that recent codified pronouncements by the Financial Accounting Standards Board (“FASB”) (including its EITF), the AICPA or the Securities and Exchange Commission will have a material impact on the Company’s current or future consolidated financial statements.
| 7 |
PARADISE, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| NOTE 3 | LOSS PER COMMON SHARE |
Basic and diluted loss per common share is based on the weighted average number of shares outstanding and assumed to be outstanding of 519,600. There are no dilutive securities outstanding.
| NOTE 4 | BUSINESS SEGMENT DATA |
The Company’s operations are conducted through two business segments. These segments, and the primary operations of each, are as follows:
| Business Segment | Operation | |
| Fruit | Production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users, and retailers for use in home baking. Also, based on market conditions, the processing of frozen strawberry products, for sale to commercial and institutional users such as preservers, dairies, drink manufacturers, etc. | |
| Molded Plastics | Production of plastics containers and other molded plastics for sale to various food processors and others. |
| Three months ended | Three months ended | |||||||
| June 30, | June 30, | |||||||
| 2015 | 2014 | |||||||
| Net Sales in Each Segment | ||||||||
| Fruit: | ||||||||
| Sales to Unaffiliated Customers | $ | 302,841 | $ | 447,667 | ||||
| Molded Plastics: | ||||||||
| Sales to Unaffiliated Customers | 2,176,286 | 2,229,643 | ||||||
| Net Sales | $ | 2,479,127 | $ | 2,677,310 | ||||
| 8 |
PARADISE, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| NOTE 4 | BUSINESS SEGMENT DATA (CONTINUED) |
| Six months ended | Six months ended | |||||||
| June 30, | June 30, | |||||||
| 2015 | 2014 | |||||||
| Net Sales in Each Segment | ||||||||
| Fruit: | ||||||||
| Sales to Unaffiliated Customers | $ | 1,307,129 | $ | 1,228,597 | ||||
| Molded Plastics: | ||||||||
| Sales to Unaffiliated Customers | 3,863,755 | 4,511,785 | ||||||
| Net Sales | $ | 5,170,884 | $ | 5,740,382 | ||||
The Company does not prepare operating profit or loss information on a segment basis for internal use, until the end of each year. Due to the seasonal nature of the fruit segment, management believes that it is not practical to prepare this information for interim reporting purposes. Therefore, reporting is not required by accounting principles generally accepted in the United States of America.
| June 30, | June 30, | |||||||
| 2015 | 2014 | |||||||
| Identifiable Assets of Each Segment are Listed Below: | ||||||||
| Fruit | $ | 12,343,020 | $ | 13,895,562 | ||||
| Molded Plastics | 5,115,888 | 4,755,551 | ||||||
| Identifiable Assets | 17,458,908 | 18,651,113 | ||||||
| General Corporate Assets | 5,897,391 | 4,726,036 | ||||||
| Total Assets | $ | 23,356,299 | $ | 23,377,149 | ||||
Identifiable assets by segment are those assets that are principally used in the operations of each segment. General corporate assets are principally cash, prepaid expenses, other current assets, land and income tax assets.
| 9 |
PARADISE, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
| NOTE 5 | SUBSEQUENT EVENT |
On July 31, 2015, Paradise, Inc. renewed its revolving line of credit with SunTrust Banks through July 31, 2017. This renewal provides for a maximum limit of $12 million and a borrowing limit of 80% of the Company’s eligible receivables plus the lessor of $6,000,000 or 50% of the Company’s eligible inventory from January 1 to May 31 and 60% from June 1 to December 31 of each year. Within this agreement are letters of credit with a limit of $1,750,000. The agreement is secured by all of the assets of the Company and requires that certain conditions are met for the Company to continue borrowing, including debt service coverage and debt to equity ratios and other financial covenants including an agreement not to encumber a mortgage on the property without bank approval. Interest is payable monthly at the bank’s LIBOR plus 1.75%.
| 10 |
| PARADISE, INC. | COMMISSION FILE NO. 0-3026 |
| PART I. | FINANCIAL INFORMATION |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Forward–Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered “forward-looking statements” for the purpose of these provisions, including statements that include projections of, or expectations about, earnings, revenues or other financial items, statements about our plans and objectives for future operations, statements concerning proposed new products or services , statements regarding future economic conditions or performance, statements concerning our expectations regarding the attraction and retention of customers, statements about market risk and statements underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of such terminology as “may”, “will”, “expects”, “potential”, or “continue”, or the negative thereof or other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Actual results and developments are likely to be different from, and may be materially different from, those expressed or implied by our forward-looking statements. Forward-looking statements are subject to inherent risks and uncertainties.
Overview
Paradise, Inc.’s main business segment, glace’ fruit, a prime ingredient of fruitcakes and other holiday confections, represented 65.8% of total net sales during the prior year ended December 31, 2014. These products are sold to manufacturing bakers, institutional users, supermarkets and other retailers throughout the country. Consumer demand for glace’ fruit product is traditionally strongest during the Thanksgiving and Christmas season. Almost 80% of glace’ fruit product sales are recorded during an eight to ten week period beginning in mid September.
Since the majority of the Company’s customers require delivery of glace’ candied fruit products during this relatively short period of time, Paradise, Inc. must operate at consistent levels of production from as early as January through the middle of November of each year in order to meet peak demands. Furthermore, the Company must make substantial borrowings of short-term working capital to cover the cost of raw materials, factory overhead and labor expense associated with production for inventory. This combination of building and financing inventories during the year, without the opportunity to record any significant fruit product income, results in the generation of operating losses well into the third quarter of each year. Therefore, it is the opinion of management that meaningful forecasts of annual net sales or profit levels require analysis of a full year’s operations.
In addition, comparison of current quarterly results to the preceding quarter produces an incomplete picture on the Company’s performance due to year-to-year changes in production schedules, seasonal harvests and availability of raw materials, and in the timing of customer orders and shipments. Thus, the discussion of information presented within this report is focused on the review of the Company’s current year-to-date results as compared to the similar period last year.
Paradise, Inc.’s other business segment, Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc. producing custom molding products, is not subject to the seasonality of the glace’ fruit business. This segment represents all injection molding and thermoforming operations, including the packaging for the Company’s fruit products. Only sales to unaffiliated customers are reported.
| 11 |
| PARADISE, INC. | COMMISSION FILE NO. 0-3026 |
| PART I. | FINANCIAL INFORMATION |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) |
The First Six Months
Paradise, Inc.’s fruit segment net sales for the first six months of 2015 increased 6.4% to $1,307,129 from $1,228,597 for the similar reporting period of 2014. The two primary sales activities for this segment during the first six months of the year relate to the sale of bulk fruit to supermarkets and manufacturing bakeries; and tolling fees generated from the production of fresh strawberries on behalf of a local Plant City, Florida distributor. For the first six months of 2015, net sales of glace’ fruit products totaled $808,786 compared to $887,859 for the similar reporting period of 2014. Sales of finished strawberry products totaled $498,343 compared to $340,738 for the similar reporting period of 2014.
Paradise Plastics, Inc., a wholly owned company of Paradise, Inc. which accounted for 34.2% of total net sales to unaffiliated customers for the previous year, generated net sales of $3,863,755 for the six months ended June 30, 2015 compared to $4,511,785 for the similar reporting period of 2014. This decrease in net sales of $648,030 which was first reported and disclosed in Paradise, Inc.’s first quarter 10Q filing is directly related to the decision of an existing long term customer to transfer production of custom molding parts to their facilities as of January 1, 2015.
Consolidated cost of sales, as a percentage of net sales, increased 10.3% during the first six months of 2015 compared to the similar reporting period of 2014. This increase is two-fold; first, a delay in receiving raw fruit materials as of June 30, 2015 resulted in a lesser amount of raw materials processed into higher valued finish goods inventory compared to June 30, 2014. However, with capacity to process an increased amount of raw fruit materials into finish goods inventory during the third quarter of 2015, fruit segment cost of sales should return to margins reported and disclosed in the Company’s 2014 third quarter filing. Secondly, cost of sales within the plastics segment has increased as the margins generated from production transferred back to an existing plastics customer, has been replaced with lower margin accounts during the second quarter of 2015.
Selling, general and administrative expenses for the first six months of 2015 increased 9.15% compared to the similar reporting period of 2014 as the Company’s sales force increased their attendance and participation at various trade shows during the first six months of 2015.
Inventory as of June 30, 2015 totaled $12,481,349 compared to $14,051,869 as of June 30, 2014. This decrease of $1,570,520 is primarily related to the delay in receipt of raw fruit inventory from one of the Company’s major suppliers. On June 30, 2015, $911,436 of fruit material was in transit compared to just $109,712 at June 30, 2014. As the Company utilizes existing letters of credit to finance the purchase of in transit raw fruit commodities, short term debt correspondingly increased to $1,155,588 as of June 30, 2015 from $496,465 as of June 30, 2014.
Accounts Receivable as of June 30, 2015 totaled $1,268,723 compared to $890,095 as of June 30, 2014. The increase is due to the timing of payments received from one of the Company’s long term plastics customers. On July 31, 2015, payments totaling $511,956 related to outstanding invoices at June 30, 2015 have been received and posted.
| 12 |
| PARADISE, INC. | COMMISSION FILE NO. 0-3026 |
| PART I. | FINANCIAL INFORMATION |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) |
Other Significant Items
We finance our ongoing operations primarily with cash provided by our operating activities which are seasonal in nature. Our principal sources of liquidity are our cash flows provided by operating activities, our existing cash, and a line of credit facility. At June 30, 2015 and December 31, 2014, we had $3,356,979 and $7,788,010, respectively, in cash. Additionally, we have a revolving line of credit with a maximum limit of $12 million and a borrowing limit of 80% of the Company’s eligible receivables plus 50% of the Company’s eligible inventory from January 1 to May 31 and 60% from June 1 to December 31 of each year, of which $0 was outstanding at June 30, 2015 and December 31, 2014. Within this agreement, there are letters of credit with a limit of $1,750,000, of which $1,155,588 was outstanding at June 30, 2015 and $112,879 at December 31, 2014. The line of credit agreement expires July 31, 2017. Net cash used in operating activities decreased from $3,961,654 for the six months ended June 30, 2014 to $4,917,970 for the six months ended June 30, 2015. The primary reason for this decrease was as follows; Accounts Payable and income tax payments made during the six months ended June 30, 2015 were $893,579 more than the similar reporting period of 2014. Net cash provided by financing activities increased to $985,553 for the six months ended June 30, 2015 compared to $439,309 for the six months ended June 30, 2014 due to timing of payments on letters of credit.
Summary
Paradise, Inc.’s consolidated net sales for the first six months of 2015 decreased $569,498 compared to the similar reporting period of 2014 as a major plastics customer decided to bring in-house production of several custom molding products. However, as mentioned and disclosed in all previous interim filings, due to the highly seasonal nature of the Company’s primary product, glace’ fruit, which accounts for approximately 65% of consolidated annual revenue with more than 80% of this revenue earned during an eight to ten week period commencing in mid-September of each year no meaningful financial analysis may be developed from Paradise, Inc.’s interim reporting results. Only a full year’s accounting of revenue and expenses will provide the necessary information to determine the Company’s overall financial performance.
Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make assessments, estimates and assumptions that affect the amounts reported in the consolidated financial statements. We evaluate the accounting policies and estimates used to prepare the consolidated financial statements on an ongoing basis. Critical accounting estimates are those that require management’s most difficult, complex, or subjective judgments and have the most potential to impact our financial position and operating results. For a detailed discussion of our critical accounting estimates, see our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes to our critical accounting estimates during the six months ended June 30, 2015.
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| PARADISE, INC. | COMMISSION FILE NO. 0-3026 |
| PART I. | FINANCIAL INFORMATION |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued) |
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout Industry topics of the Codification. Additionally, this Update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On April 1, 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard, ASU No. 2014-09. If these proposed changes are finalized, this standard would require public entities to apply the amendments in ASU No. 2014-09 for annual reporting beginning after December 15, 2017. Early adoption would be permitted as of the original effective date in ASU No. 2014-09, which is for annual reporting periods beginning after December 15, 2016. We are currently evaluating the impact of adopting the guidance on our consolidated financial statements.
Except as noted above, the Company’s management does not believe that recent codified pronouncements by the Financial Accounting Standards Board (“FASB”) (including its EITF), the AICPA or the Securities and Exchange Commission will have a material impact on the Company’s current or future consolidated financial statements.
| Item 3. | Quantitative and Qualitative Disclosure and Market Risk – N/A |
| Item 4. | Controls and Procedures |
As of June 30, 2015, our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, and they have concluded that we maintain effective disclosure controls and procedures. There were no changes in our internal control over financial reporting during the six months ended June 30, 2015.
Disclosure controls and procedures mean the methods designed to ensure that information that the Company is required to disclose in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required. Our controls and procedures are designed to ensure that all information required to be disclosed is accumulated and communicated to our management to allow timely decisions regarding disclosure. Our controls and procedures are also designed to provide reasonable assurance of the reliability of our financial reporting and accurate recording of our financial transactions.
A control system, however well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. There are inherent limitations in all control systems, and no evaluation of controls can provide absolute assurance that all control gaps or instances of fraud have been detected. These inherent limitations include the realities that the judgments in decision-making can be faulty, and that simple errors or mistakes can occur.
| 14 |
| PARADISE, INC. | COMMISSION FILE NO. 0-3026 |
| PART II. | OTHER INFORMATION |
| Item 1. | Legal Proceedings – N/A |
| Item 1A. | Risk Factors – N/A |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds – N/A |
| Item 3. | Defaults Upon Senior Securities – N/A |
| Item 4. | Mine Safety Disclosures – N/A |
| Item 5. | Other Information – N/A |
| Item 6. | Exhibits |
| Exhibit | |||
| Number | Description | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| EX-101.INS | XBRL Instance Document | ||
| EX-101.SCH | XBRL Taxonomy Extension Schema | ||
| EX-101.CAL | XBRL Taxonomy Extension Calculation Linkbase | ||
| EX-101.DEF | XBRL Taxonomy Extension Definition Linkbase | ||
| EX-101.LAB | XBRL Taxonomy Extension Label Linkbase | ||
| EX-101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| 15 |
| PARADISE, INC. | COMMISSION FILE NO. 0-3026 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PARADISE, INC. | ||||
| A Florida Corporation | ||||
| /s/ Melvin S. Gordon | Date: | August 13, 2015 | ||
| Melvin S. Gordon | ||||
| Chief Executive Officer and Chairman | ||||
| /s/ Jack M. Laskowitz | Date: | August 13, 2015 | ||
| Jack M. Laskowitz | ||||
| Chief Financial Officer and Treasurer |
| 16 |