-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6pavFa3/mDS9N5vbjPy4eMAmEyfAPbpLhe8AC6MraQCivWFU/rVO0xg8clMLDKC PGsb0OcKlfd7ZD/DymDAWg== 0001193125-10-188468.txt : 20100813 0001193125-10-188468.hdr.sgml : 20100813 20100813124537 ACCESSION NUMBER: 0001193125-10-188468 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100813 DATE AS OF CHANGE: 20100813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARADISE INC CENTRAL INDEX KEY: 0000076149 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 591007583 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03026 FILM NUMBER: 101014106 BUSINESS ADDRESS: STREET 1: 1200 DR MARTIN LUTHER KING JR BLVD CITY: PLANT CITY STATE: FL ZIP: 33563 BUSINESS PHONE: 8137521155 MAIL ADDRESS: STREET 1: 1200 DR MARTIN LUTHER KING JR BLVD CITY: PLANT CITY STATE: FL ZIP: 33563 FORMER COMPANY: FORMER CONFORMED NAME: PARADISE FRUIT CO INC /FL/ DATE OF NAME CHANGE: 19920703 10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

 

FORM 10-Q

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

x Quarterly report pursuant to section 13 or 15(d) of the Securities Act of 1934.

For the quarterly period ended June 30, 2010

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 33566

(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 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

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

The number of shares outstanding of each of the issuer’s classes of common stock:

 

     Outstanding as of June 30,

Class

   2010    2009
Common Stock      
$0.30 Par Value    519,350 Shares    519,350 Shares

 

 

 


Table of Contents

PARADISE, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010

INDEX

 

         PAGE
PART I.    FINANCIAL INFORMATION  
   ITEM 1.  
   CONSOLIDATED BALANCE SHEETS  
  

As of June 30, 2010 (Unaudited), December 31, 2009 and June 30, 2009 (Unaudited)

  2
   LIABILITIES AND STOCKHOLDERS’ EQUITY  
  

As of June 30, 2010 (Unaudited), December 31, 2009 and June 30, 2009 (Unaudited)

  3
   CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)  
  

For the three-month periods ended June 30, 2010 and 2009

  4
  

For the six-month periods ended June 30, 2010 and 2009

  5
   CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)  
  

For the six-month periods ended June 30, 2010 and 2009

  6
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   7-9
   ITEM 2.  
   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   9-11
   ITEM 3.  
   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK – N/A   12
   ITEM 4.  
   CONTROLS AND PROCEDURES   12
PART II.    OTHER INFORMATION  
   ITEMS 1 – 6.   13-14
SIGNATURES      14


Table of Contents
PARADISE, INC.    COMMISSION FILE NO. 0-3026

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

     AS OF
JUNE 30,
2010
(UNAUDITED)
   AS OF
DECEMBER 31,
2009
   AS OF
JUNE 30,
2009
(UNAUDITED)

ASSETS

        

CURRENT ASSETS:

        

Cash and Unrestricted Demand Deposits

   $ 1,760    $ 3,015,063    $ 4,737

Accounts and Notes Receivable, Less Allowances of $0 (6/30/10), $1,284,611 (12/31/09) and $0 (6/30/09)

     1,391,412      1,789,906      1,332,713

Inventories:

        

Raw Materials

     3,896,853      1,928,596      4,424,101

Work in Process

     451,515      1,255,909      400,659

Finished Goods

     8,437,375      5,021,739      10,224,305

Deferred Income Tax

     530,677      279,545      588,112

Income Tax Refund Receivable

     52,867         274,968

Prepaid Expenses and Other Current Assets

     664,656      363,194      687,611
                    

TOTAL CURRENT ASSETS

     15,427,115      13,653,952      17,937,206

Property, Plant and Equipment, Less Accumulated Depreciation of $17,723,169 (6/30/10), $17,433,040 (12/31/09) and $17,131,413 (6/30/09)

     4,517,231      4,749,033      4,967,181

Other Assets

     194,670      312,378      239,073

Goodwill

     413,280      413,280      413,280

Customer Base and Non-Compete Agreement

     754,460      817,402      880,345
                    

TOTAL ASSETS

   $ 21,306,756    $ 19,946,045    $ 24,437,085
                    

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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LIABILITIES AND STOCKHOLDERS’ EQUITY

 

     AS OF
JUNE 30,
2010
(UNAUDITED)
    AS OF
DECEMBER 31,

2009
    AS OF
JUNE 30,
2009
(UNAUDITED)
 

CURRENT LIABILITIES:

      

Notes and Trade Acceptances Payable

   $ 2,098,456      $ 186,919      $ 4,897,180   

Current Portion of Long-Term Debt

     6,033        8,831        448,084   

Accounts Payable

     1,063,569        786,253        1,529,168   

Accrued Liabilities

     488,326        872,272        486,031   

Income Taxes Payable

       37,030     
                        

TOTAL CURRENT LIABILITIES

     3,656,384        1,891,305        7,360,463   

LONG-TERM DEBT, NET OF CURRENT PORTION

     0        2,885        6,036   

DEFERRED INCOME TAX LIABILITY

     209,478        209,478        223,891   
                        

TOTAL LIABILITIES

     3,865,862        2,103,668        7,590,390   
                        

STOCKHOLDERS’ EQUITY:

      

Common Stock: $.30 Par Value, 2,000,000 Shares Authorized, 583,094 Shares Issued, 519,350 Shares Outstanding

     174,928        174,928        174,928   

Capital in Excess of Par Value

     1,288,793        1,288,793        1,288,793   

Retained Earnings

     16,535,337        16,971,041        16,034,417   

Accumulated Other Comprehensive Loss

     (281,245     (315,466     (374,524

Treasury Stock, at Cost, 63,744 Shares

     (276,919     (276,919     (276,919
                        

Total Stockholders’ Equity

     17,440,894        17,842,377        16,846,695   
                        

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 21,306,756      $ 19,946,045      $ 24,437,085   
                        

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

     FOR THE THREE MONTHS  ENDED
JUNE 30
 
     2010     2009  

Net Sales

   $ 2,225,687      $ 2,156,110   
                

Costs and Expenses:

    

Cost of Goods Sold (excluding Depreciation)

     1,639,424        1,610,436   

Selling, General and Administrative Expense

     746,761        792,175   

Depreciation and Amortization

     177,096        196,964   

Interest Expense

     2,927        35,304   
                

Total Costs and Expenses

     2,566,208        2,634,879   
                

Loss from Operations

     (340,521     (478,769

Other Income

     9,845        169   
                

Loss from Operations Before Provision for Income Taxes

     (330,676     (478,600

Provision for Income Taxes

     125,657        181,868   
                

Net Loss

   $ (205,019   $ (296,732
                

Loss per Common Share

   $ (0.39   $ (0.57
                

Dividends declared per Common Share

   $ 0.05      $ 0.05   
                

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

     FOR THE SIX MONTHS  ENDED
JUNE 30
 
     2010     2009  

Net Sales

   $ 4,726,478      $ 4,286,599   
                

Costs and Expenses:

    

Cost of Goods Sold (excluding Depreciation)

     3,492,782        3,037,975   

Selling, General and Administrative Expense

     1,560,345        1,665,770   

Depreciation and Amortization

     361,810        392,079   

Interest Expense

     3,135        41,700   
                

Total Costs and Expenses

     5,418,072        5,137,524   
                

Loss from Operations

     (691,594     (850,925

Other Income

     30,720        1,214   
                

Loss from Operations Before Provision for Income Taxes

     (660,874     (849,711

Provision for Income Taxes

     251,132        322,890   
                

Net Loss

   $ (409,742   $ (526,821
                

Loss per Common Share

   $ (0.79   $ (1.01
                

Dividends paid per Common Share $ 0.05

   $ 0.05      $ 0.05   
                

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     FOR THE SIX MONTHS  ENDED
JUNE 30,
 
     2010     2009  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net Loss

   $ (409,742   $ (526,821

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

    

Depreciation and Amortization

     361,810        392,079   

Provision for Deferred Income Taxes

     (251,132     (322,890

Loss on the Sale of Marketable Equity Securities

     34,221     

Decrease (Increase) in:

    

Accounts Receivable

     398,494        (502,941

Inventories

     (4,579,499     (5,005,003

Prepaid Expenses

     (301,462     (246,974

Other Assets

     (2,375     62,185   

Income Tax Receivable

     (52,867     (274,968

Increase (Decrease) in:

    

Accounts Payable

     277,316        839,493   

Accrued Expense

     (383,946     (667,365

Income Taxes Payable

     (37,030     (124,321
                

Net Cash Used in Operating Activities

     (4,946,212     (6,377,526
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of Property and Equipment

     (58,327     (86,138

Proceeds from the Sale of Marketable Equity Securities

     111,350        0   
                

Net Cash Provided by (Used in) Investing Activities

     53,023        (86,138
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Net Proceeds of Short-Term Debt

     1,911,537        4,523,642   

Principal Payments of Long-Term Debt

     (5,683     (75,069

Dividends Paid

     (25,968     (25,968
                

Net Cash Provided by Financing Activities

     1,879,886        4,422,605   
                

Net Decrease in Cash

     (3,013,303     (2,041,059

CASH AT BEGINNING OF PERIOD

     3,015,063        2,045,796   
                

CASH AT END OF PERIOD

   $ 1,760      $ 4,737   
                

SUPPLEMENTAL CASH FLOW INFORMATION:

    

Cash paid for:

    

Interest

   $ 3,135      $ 33,450   

Income Tax

     77,802        430,581   
                

Net Supplemental Cash Flows

   $ 80,937      $ 464,031   
                

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

 

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PARADISE, INC. AND SUBSIDIARIES

NOTES TO 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 generally accepted accounting principles 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 generally accepted accounting principles for annual financial statements.

The information furnished herein reflects all adjustments and accruals that management believes is necessary to fairly state the operating results for the respective periods. The notes to the 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, 2009. The Company’s management believes that the disclosures are sufficient for interim financial reporting purposes.

Note 2 Net Loss per Share

Net loss per share, assuming no dilution, are based on the weighted average number of shares outstanding during the period: 519,350 (2010 and 2009).

Note 3 Revolving Line of Credit

On June 23, 2009, Paradise, Inc. renewed its revolving line of credit with another financial institution for a two year period. This bank has agreed to advance Paradise, Inc. 80% of the Company’s eligible receivables and up to 60% of the Company’s inventory for a maximum amount of $12,000,000. Interest is payable monthly and is computed from a daily floating rate equal to the Libor rate plus an applicable margin.

This agreement is subject to certain conditions which must be met for the Company to continue borrowing, including debt service coverage and debt to equity ratios and other financial covenants. The loan agreement is secured by all of the Company’s assets, whether tangible or intangible.

 

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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.

 

     Six Months Ended
June 30, 2010
   Six Months Ended
June 30, 2009

Net Sales in Each Segment

     

Fruit:

     

Sales to Unaffiliated Customers

   $ 809,017    $ 858,891

Molded Plastics:

     

Sales to Unaffiliated Customers

     3,917,461      3,427,708
             

Net Sales

   $ 4,726,478    $ 4,286,599
             

For the six month period ended June 30, 2010 and 2009, sales of frozen strawberry products totaled $192,797 and $268,617, respectively.

The Company does not account for intersegment transfers as if the transfers were to third parties.

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 generally accepted accounting principles.

 

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Table of Contents
     June 30, 2010    June 30, 2009

Identifiable Assets of Each Segment are Listed
Below

     

Fruit

   $ 13,978,081    $ 16,216,861

Molded Plastics

     5,230,574      5,698,688
             

Identifiable Assets

     19,208,655      21,915,549

General Corporate Assets

     2,098,101      2,521,536
             

Total Assets

   $ 21,306,756    $ 24,437,085
             

Identifiable assets by segment are those assets that are principally used in the operations of each segment. General corporate assets are principally cash, land and buildings, and investments.

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.

 

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Overview

Paradise, Inc.’s main business segment, glace’ fruit, a prime ingredient of fruitcakes and other holiday confections, represented 70.3% of consolidated net sales during 2009. These products are sold to manufacturing bakers, institutional users, supermarkets and other retailers throughout the country. Consumer demand for glace’ fruit products is traditionally strongest during the Thanksgiving and Christmas season. Historically, over 80% of annual glace’ fruit sales are recorded for a period of eight to ten weeks beginning in mid September of each year.

Since the majority of the Company’s customers require delivery of glace’ fruit 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 demand. 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 segment income, results in the recognition 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 requires an accounting 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. Therefore, 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. produces custom molding products that are 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.

The First Six Months

Paradise, Inc.’s fruit segment net sales for the first six months of 2010 decreased 5.8% to $809,017 from $858,891 for the similar reporting period of 2009. The primary sales activity within this segment for the first six months of the year relates to bulk fruit orders received and shipped to supermarkets and manufacturing bakeries leading up and through the Easter holiday season. The remaining volume of sales activity consists of the sale of finished strawberry products produced exclusively for a local Plant City, Florida distributor during late March and early April over the past several years. For a tolling fee, Paradise, Inc. will receive and process fresh strawberries through its facilities on behalf of this distributor.

 

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The First Six Months (Continued)

 

Tolling charges earned during the first six months of 2010 were $192,797 compared to $268,617 for the similar reporting period of 2009 representing a decline in net sales of $75,820.

Paradise Plastics, Inc.’s net sales to unaffiliated customers, during the first six months of 2010 increased 14.3% to $3,917,461 from $3,427,708 compared to the similar reporting period for 2009. This represents the second consecutive quarter that the Company has reported an increase in custom molding plastics orders as several long term customers have begun to experience an upturn in consumer activity for their products. While the Company is pleased with this performance, management is not able to predict with any certainty the strength of this recent turnaround. However, it is important to mention that Paradise Plastics, Inc. has the necessary facilities, equipment, and labor to meet this revenue growth going forward.

Consolidated cost of sales, as a percentage of net sales, increased 3.0% the first six months of 2010 compared to the similar reporting of 2009. However, with only slightly more than 30% of the Company’s estimated needs for retail glace’ fruit inventory produced as of June 30, 2010, it is too early to forecast with any reasonable certainty annual cost of sales until a full year’s inventory production cycle is completed. Overall consolidated inventory levels as of June 30, 2010 are $2.26 million less than what was on hand as of June 30, 2009 as management has aggressively monitored its procurement of raw materials during the past twelve months as customers continue to remain cautious as to their own inventory levels.

Selling, general & administrative expenses for the first six months of 2010 decreased 6.3% compared to the previous year’s reporting period of 2009. This decrease is primarily related to the Company’s cost cutting actions implemented and disclosed during last year’s second quarter SEC filing. Paradise, Inc.’s Board of Directors reduced executive wages 15% and all selling and administrative wages 10% effective May 1, 2009. These reductions remain in effect for 2010.

Depreciation and amortization expenses decreased 7.7% for the first six months of 2010 compared to the similar reporting period of 2009 as fixed assets that became fully depreciated during the past twelve months were greater than the amount of new assets placed into service during this period.

Interest expense for the six months ended June 30, 2010 totaled $3,135 compared to $41,700 for the six months ended June 30, 2009. This represents a decrease in interest expense of $38,565 and is attributed to the following two factors. First, long term debt, as defined by financial obligations greater than 12 months, is $0. Secondly, with inventory levels being $2.26 million lower as of June 30, 2010 compared to June 30, 2009 short-term borrowing cost to finance the acquisition of raw materials has been significantly reduced.

 

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Summary

Paradise Inc.’s consolidated net sales increased 10.3% for the first six months of 2010 compared to the similar reporting period of 2009 as long term customers of Paradise Plastics, Inc. severely impacted by the downturn in the housing market during all of 2009 began to stabilize during the first six months of this year. However, due to the highly seasonal nature of the Company’s primary product, glace’ fruit, which accounts for approximately 70% of consolidated annual revenue, no meaningful financial analysis may be developed from Paradise, Inc.’s interim reporting results. Only a full year’s accounting will provide the necessary information to determine the Company’s financial performance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE AND MARKET RISK – N/A

ITEM 4. CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer have, within 90 days of the filing date of this quarterly report, evaluated the Company’s disclosure controls and procedures. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded, as of June 30, 2010, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms. There were no changes in the Company’s internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The most recent evaluation of these controls by the Company’s Chief Executive Officer and Chief Financial Officer did not identify any deficiencies or weaknesses in the Company’s internal controls over financial reporting; therefore, no corrective actions were taken.

 

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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. Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders of Paradise, Inc. was held on June 1, 2010. The purpose of this meeting was to elect five directors to hold office until the next annual meeting of shareholders and to ratify the reappointment of Pender, Newkirk and Company, LLP as the Company’s independent certified public accountants for 2010.

The results of the election of Directors are as follows:

 

Nominee

  

Votes for

  

Votes Withheld

Melvin S. Gordon    330,605    11,291
Randy S. Gordon    298,492    43,404
Tracy W. Schulis    298,492    43,404
Mark H. Gordon    298,492    43,404
Eugene L. Weiner    298,492    43,404

The results of the ratification of Pender, Newkirk & Company, LLP as the Company’s independent accountants for 2010 are as follows:

 

For

  

Against

  

Abstain

457,273    28,944    250

Item 5. Other Information – N/A

Item 6. Exhibits and Reports on Form 8-K

 

  (a) Exhibits.

 

13


Table of Contents
    

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 the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2    Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

  (b) Reports on Form 8-K.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  PARADISE, INC.     
  A Florida Corporation     
 

/s/ Melvin S. Gordon

  Date: August 13, 2010   
  Melvin S. Gordon     
  Chief Executive Officer and Chairman     
 

/s/ Jack M. Laskowitz

  Date: August 13, 2010   
  Jack M. Laskowitz     
  Chief Financial Officer and Treasurer     

 

14

EX-31.1 2 dex311.htm SECTION 302 CERTIFICATION OF CEO SECTION 302 CERTIFICATION OF CEO

Exhibit 31.1

Sarbanes-Oxley Section 302

Certification of Chief Executive Officer

I, Melvin S. Gordon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paradise, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 13, 2010

/s/ Melvin S. Gordon

Melvin S. Gordon
Chief Executive Officer and Chairman
EX-31.2 3 dex312.htm SECTION 302 CERTIFICATION OF CFO SECTION 302 CERTIFICATION OF CFO

Exhibit 31.2

Sarbanes-Oxley Section 302

Certification of Chief Financial Officer

I, Jack M. Laskowitz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Paradise, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 13, 2010

/s/ Jack M. Laskowitz

Jack M. Laskowitz
Chief Financial Officer and Treasurer
EX-32.1 4 dex321.htm SECTION 906 CERTIFICATION OF CEO SECTION 906 CERTIFICATION OF CEO

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Paradise, Inc. on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melvin S. Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Paradise, Inc.

 

 

/s/ Melvin S. Gordon

   Date: August 13, 2010   
  Melvin S. Gordon      
  Chief Executive Officer and Chairman      
EX-32.2 5 dex322.htm SECTION 906 CERTIFICATION OF CFO SECTION 906 CERTIFICATION OF CFO

Exhibit 32.2

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Paradise, Inc. on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack M. Laskowitz, as Chief Financial Officer of Paradise, Inc., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of Paradise, Inc.

 

 

/s/ Jack M. Laskowitz

   Date: August 13, 2010   
  Jack M. Laskowitz      
  Chief Financial Officer and Treasurer      
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