UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

ANNUAL REPORT UNDERPURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 20142015

Commission File No. 0-3026

 

PARADISE, INC.

INCORPORATED IN FLORIDA

IRS IDENTIFICATION NO. 59-1007583

 

1200 DR. MARTIN LUTHER KING, JR., BLVD.

PLANT CITY, FLORIDA 33563

TELEPHONE NO. (813) 752-1155

 

Securities Registered Under Section 12 (b) of the Exchange Act:

 

None

 

Securities Registered Under Section 12 (g) of the Exchange Act:

 

Title of Each Class

 

Common Stock,

$.30 Par Value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
¨Nox

 

Indicate by check mark if the registrant is not required to file pursuant to Section 13 or Section 15(d) of the Act.
Yes
¨     Nox

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes  xNo  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   YesxNo¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, as defined in rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨       Accelerated filer¨

 

Non-accelerated filer¨           Smaller reporting companyx

 

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). YesxNo   ¨

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $9,335,762$7,204,023 (as of June 30, 2014,2015, bid price $29.78)$22.98)

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

ClassOutstanding at March 31, 201530, 2016
  
Common Stock, 
$.30 Par Value519,600 Shares

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes    
¨No   x

 

 

PARADISE, INC.

 

20142015 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

 

PART I
   
Item 1.Description of BusinessI-1 – I-4
   
Item 2.Description of PropertyPropertiesI-4
   
Item 3.Legal ProceedingsI-5
   
Item 4.Mine Safety DisclosuresI-5
   
PART II
   
Item 5.Market for Registrant’s Common Equity and Related Stockholder  Matters and RegistrantIssuer Purchases of Equity SecuritiesII-1 – II-2
   
Item 6.Selected Financial DataII-2
   
Item 7.Management’s Discussion and Analysis or Plan of OperationFinancial Condition and Results of OperationsII-2 – II-11II-12
   
Item 8.Consolidated Financial StatementsII-12II-13II-33II-35
   
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureII-34II-36
   
Item 9A.Controls and ProceduresII-34II-36II-35II-37
   
Item 9B.Other InformationII-35II-37
   
PART III
   
Item 10.Directors, Executive Officers and Corporate GovernanceIII-1 – III-2
   
Item 11.Executive CompensationIII-3
   
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersIII-4
   
Item 13.Certain Relationships and Related Transactions, and Director IndependenceIII-5
   
Item 14.Principal Accountant Fees and ServicesIII-5
   
PART IV
   
Item 15.Exhibits and Financial Statement SchedulesIII-5III-6
   
 SIGNATURESIII-6III-7

 

 

PART I

 

Item 1.Description of Business

 

Forward-Looking Statements

 

This Annual Report on Form 10-K 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 purposes 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,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “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.

 

(a)Business Development

 

Paradise, Inc. was incorporated under the laws of the State of Florida in September, 1961 as Canaveral Utilities and Development Corporation. After the acquisition and merger of several other assets, the Corporation was renamed Paradise Fruit Company, Inc. in February, 1964, and the

corporate name was changed again to Paradise, Inc. during July, 1993. There have been no bankruptcies, receiverships, or similar proceedings during the corporation’s history. There have been no material reclassifications, mergers, consolidations, purchases or sales of a significant amount of assets not in the ordinary course of business during the past three years.

 

(b)The Company’s operations are conducted through two business segments. These segments, and the primary operations of each, are as follows:

 

Business Segment Operation
   
Candied 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 plastic containers for the Company’s products and other molded plastics for sale to unaffiliated customers.

I-1

Item 1.Description of Business (Continued)

 

For further segment information, refer to Note 8 in Part II, Item 8 of this Annual Report.

 

(c)The Company knows of no other manufacturer in the Western Hemisphere whose sales of glace’ (candied) fruit is equal to those of Paradise, Inc. While there are no industry statistics published, from the generally reliable sources available, management believes that Company brands account for a large majority of all candied fruit sold in supermarkets and other grocery outlets in the USA.

 

In terms of candied fruit dollar sales, during 2014,2015, approximately 20% were shipped to manufacturing bakers and other institutional users, with the balance being sold through supermarkets and other retail outlets for ultimate use in the home.

 

Sales to retail outlets are usually generated through registered food brokers operating in exclusively franchised territories. This method of distribution is widely accepted in the food industry because of its efficiency and economy.

 

The principal raw materials used by the Company are fruits, fruit peels, corn syrups and plastic resins. Most of these materials are readily accessible from a number of competitive suppliers. The supply and prices may fluctuate with growing and crop conditions, factors common to all agricultural products. Feed stocks for some plastic resins are petroleum related and may be subject to supply and demand fluctuations in this market.

 

The trademarks “Paradise”, “Dixie”, “Mor-Fruit” and “Sun-Ripe” are registered with the appropriate Federal and State authorities for use on the Company’s candied fruit. These registrations are kept current, as required, and have a value in terms of customer recognition. The Company is also licensed to use the trademarks “White Swan”, “Queen Anne”, “Palm Beach”, “Golden Crown,” and “Pennant” in the sale of candied fruit.

 

The demand for fruit cake materials is highly seasonal, with over 85% of sales in these items occurring during the months of September, October and November. However, in order to meet delivery requirements during this relatively short period, the Company must process candied fruit and peels for approximately ten months during the year. Also, the Company must acquire the fruits used as raw materials during their seasonal growing periods. These factors result in large inventories, which require financing to meet relatively large short-term working capital needs.

 

During 1993, and through another wholly owned subsidiary, the Company launched an enterprise for the growing and selling of strawberries, both fresh and frozen. Plant City, Florida, the location of the Company’s manufacturing facilities and main office, styles itself as the “The Winter Strawberry Capital” because of the relatively large volume of fruit that is grown and harvested locally, mostly from December through April of each season. However, once competing fresh berries from the West Coast of the USA begin finding their way to market, the price of Florida fruit begins to diminish, and local growers had no other market for their product.

 

While there are significant freight cost advantages in the sale and marketing of local strawberries to customers in the eastern U.S., growers and producers on the West Coast, from southern California to Washington State, still dominate pricing and marketing conditions. The Company estimates more than 90% of total U.S. strawberry production is located in that area.

I-2

Item 1.Description of Business (Continued)

 

Therefore, Paradise, Inc. limits its activities in this market to years in which basic supply and demand statistics, such as West Coast harvest predictions and frozen strawberry prior year inventory carryovers, lead to a reasonable anticipation of profitability.

 

In the plastics molding segment of business, sales to unaffiliated customers continue to strengthen. This trend began several years ago when management shifted its focus from the sale of high volume, low profit “generics” to higher technology value added custom applications.

 

Some molded plastics container demand is seasonal, by virtue of the fact that a substantial portion of sales are made to packers of food items and horticultural interests, with well defined growing and/or harvest seasons.

 

In the opinion of management, the seasonal nature of some plastics sales does not have a significant impact upon the working capital requirements of the Company.

 

During the first several months of the year, the Company contracts with certain commercial bakers for future delivery of quantities representing a substantial portion of the sales of fruit cake materials to institutional users. Deliveries against these contracts are completed prior to the close of the fiscal year ending December 31.

 

It is a trade practice to allow some supermarket chains to return unopened cases of candied fruit products that remain unsold at year-end, an option for which they normally pay a premium. A provision for the estimated losses on retail returns is included in the Company’s consolidated financial statements, for the year during which the sales are made.

 

With the continuing acquisitions, mergers and other consolidations in the supermarket industry, there is increasing concentration of candied fruit buying activity. During 2014,2015, the Company derived approximately 15.9%14.4% of its consolidated net sales from Wal-Mart Stores, Inc. This customer is not affiliated with Paradise, Inc. in any way, and has exclusive use of a Paradise-owned controlled brand. The loss of this customer would have a material adverse effect on operating earnings.

 

While there is no industry-wide data available, management estimates that the Company sold approximately 85% of all candied fruits and peels consumed in the U.S. during 2014.2015. The Company knows of two major competitors; however, it estimates that neither of these has as large a share of the market as the Company’s.

 

The molded plastics industry is very large and diverse, and management has no reasonable estimate of its total size. Many products produced by the Company are materials for its own use in the packaging of candied fruits for sale at the retail level. Outside sales represent approximately 90% of the Company’s total plastics production at cost. During 2014,2015, the Company derived approximately 19.5%16.4% of its consolidated net sales from Aqua Cal, Inc.

 

In the above business segments, it is the opinion of management that price, which is to include the cost of delivery, is the largest single competitive factor, followed by product quality and customer service.

I-3

Item 1.Description of Business (Continued)

 

Given the above competitive criteria, it is the opinion of management that the Company is in a favorable position.

 

Over the years, the Company has made capital investments of over $1 million in order to comply with the growing body of environmental regulations. These have included the building of screening and pretreatment facilities for water effluent, the redesign and rebuilding of one processing department in order to improve the control of the quality of air emissions, and removing underground fuel storage tanks to approved above ground locations. All of these facilities are permitted by governmental authorities at various levels, and are subjected to periodic testing as a condition of permit maintenance and renewal. All required permitting is currently in effect, and the Company is in full compliance with all terms and conditions stated therein.

 

By local ordinance, it is required that all water effluent is metered, tested and discharged into a municipal industrial waste treatment plant. During 2014,2015, costs for this discharge approximated $195,000,$210,000, and management estimates that all expenses directly related to compliance with environmental regulations total well over $350,000$300,000 annually, which includes costs for permits, third party inspections and depreciation of installations.

 

The Company employs between 140135 and 275195 people, depending upon the season.

 

The Company conducts operations principally within the United States. Foreign activities are not material.

 

Item 2.Description of PropertyProperties

 

Built in 1961, the plant is located in a modern industrial subdivision at Plant City, Florida, approximately 20 miles east of the City of Tampa. It is served by three railroad sidings, and has paved road access to three major state and national highways. It has production and warehouse facilities of nearly 350,000 sq. ft.

 

During 1985, the Company acquired approximately 5.2 acres immediately adjacent to, and to the west of, its main plant building. Several buildings and a truck weight scale existed on the property. Some of these facilities have been significantly updated, remodeled, and/or rebuilt and are used for the strawberry processing and some plastics molding operations. In 2006, Paradise, Inc. built a new 10,000 square foot building on this land. The building is primarily used for the production of custom vacuum forming products for its plastics customers.

 

The Company owns its plant facilities and other properties free and clear of any mortgage obligations.

 

Because of the unique processing methods employed for candied fruit, much of the equipment used by the Company is designed, built and assembled by the Company’s employees. The Company considers its plant one of the most modern, automated plants in the industry. The equipment consists of vats, dehydrators, tanks, giant evaporators, carbon filter presses, syrup pumps and other scientifically designed processing equipment. Finished retail packages are stored in air-conditioned warehouses, if required.

 

Regarding molded plastic manufacturing, most equipment is normally available from a number of competitive sources. The molds used for specialized plastic products must be individually designed and manufactured, requiring substantial investment, and are considered proprietary.

I-4

Item 3.Legal Proceedings

 

None

 

Item 4.Mine Safety Disclosures

 

NoneNot Applicable

I-5

 I-5

 

PART II

 

Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters and RegistrantIssuer Purchases of Equity Securities

 

On August 22, 1997, the Securities and Exchange Commission issued new listing requirements for companies listed on the NASDAQ Small Cap Market. The requirements became effective on February 23, 1998. As of December 2014,2015, the Company had not met the listing criteria. Paradise, Inc. is currently listed as PARF:OTCPK.

 

(a)The following table shows the range of closing bid prices for the Company’s Common Stock in the over-the-counter 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, mark-down, or commissions and do not necessarily represent actual transactions.

 

  BID PRICES 
  High  Low 
       
2014        
         
First Quarter  33.49   27.00 
Second Quarter  31.00   26.20 
Third Quarter  31.00   26.22 
Fourth Quarter  27.00   20.50 
         
2013        
         
First Quarter  22.92   19.55 
Second Quarter  26.49   20.50 
Third Quarter  26.25   21.00 
Fourth Quarter  30.00   24.50 

  BID PRICES 
  High  Low 
       
2015        
         
First Quarter  23.00   20.53 
Second Quarter  26.00   21.15 
Third Quarter  24.00   21.19 
Fourth Quarter  23.50   21.49 
         
2014        
         
First Quarter  33.49   27.00 
Second Quarter  31.00   26.20 
Third Quarter  31.00   26.22 
Fourth Quarter  27.00   20.50 

 

(b)Approximate Number of Equity Security Holders

 

As of March 31, 2015,30, 2016, the approximate number of holders of record of each class of equity securities of the Registrant were:

 

  NUMBER OF
TITLE OF CLASS HOLDERS OF RECORD
   
Common Stock, $.30 Par Value 120

 

(c)Dividend History and Policy

 

Dividends have been declared and paid annually when warranted by profitability. On March 12, 2015,17, 2016, the Board of Directors declared dividends of $.11$.15 per share to stockholders of record on April 10, 2015.15, 2016. Dividends paid to stockholders for 2015 were $.15 and for 2014 were $.11 and for 2013 were $.15.$.11.

 

II-1
 

 

Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters and RegistrantIssuer Purchases of Equity Securities (Continued)

 

(c)Dividend History and Policy (Continued)

 

The Company does not have a standard policy in regards to the declaration and payment of dividends. Each year dividend payments, if any, are determined upon consideration of the current profitability, cash flow requirements, investment outlook and other pertinent factors.

 

Item 6.Selected Financial Data – nonenot applicable

Item 7.Management’s Discussion and Analysis or Plan of OperationFinancial Condition and Results of Operations

 

Summary

 

The following tables set forth for the periods indicated (i) percentages which certain items in the financial data bear to net sales of the Company and (ii) percentage increase (decrease) of such item as compared to the indicated prior period.

 

 Relationship to Period to Period 
 Total Revenue Increase (Decrease)  Relationship to Period to Period 
 Year Ended December 31,  Years Ended  Total Revenue Increase (Decrease) 
          Year Ended December 31,  Years Ended 
  2014   2013   2014-2013   2013-2012  2015  2014  2015-2014  2014-2013 
                         
NET SALES:                                
Candied Fruit  65.8%  65.3%  6.5%  (9.2)%  68.3%  65.8%  (2.3)%  6.5%
Molded Plastics  34.2   34.7   3.9   (0.3)  31.7   34.2   (12.4)  3.9 
                                
Total Sales  100.0   100.0   5.6   (6.3)  100.0   100.0   (5.8)  5.6 
                                
Cost of Sales  78.4   76.4   8.3   (4.9)  75.9   78.4   (8.8)  8.3 
Selling, General and                
Administrative Expenses  18.1   19.3   (0.8)  (0.4)
Selling, General and Administrative Expenses  20.2   18.1   4.9   (0.8)
Amortization Expense  0.6   0.6   -   -   0.6   0.6   (2.8)  - 
Interest Expense  -   -   (72.5)  (15.2)  -   -   (100.0)  (72.5)
                                
Total Expenses  97.1   96.3   (6.4)  (4.0)  96.7   97.1   (6.2)  (6.4)
                                
Income from Operations  2.9   3.7   (17.3)  (42.3)  3.4   2.9   10.7   (17.3)
Other Income, Net  0.2   1.5   (85.2)  505.5   0.1   0.2   (62.0)  (85.2)
                                
Income Before Provision for Income Taxes  3.1   5.1   (36.9)  (21.9)  3.4   3.1   5.8   (36.9)
Provision for Income Taxes  1.1   1.9   (36.0)  (21.6)  1.3   1.1   7.6   (36.0)
                                
Net Income  1.9%  3.3%  (37.4)%  (22.0)%  2.1%  1.9%  4.7%  (37.4)%

 

II-2
 

 

Item 7.Management’s Discussion and Analysis or Plan of OperationFinancial Condition and Results of Operations (Continued)

 

Liquidity

 

Management is not aware of any demands, commitments, events or uncertainties that will result in, or are reasonably likely to result in, a material increase or decrease in the Company’s liquidity. As discussed in footnote 4 of the Company’s consolidated financial statements, a line of credit is available to the Company to finance short-term working capital needs.

 

Capital Resources

 

The Company does not have any material outstanding commitments for capital expenditures. Management is not aware of any material trends either favorable or unfavorable in the Company’s capital resources.

 

Critical Accounting Policies and Estimates

 

The following discussion and analysis is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses, and assets and liabilities during the periods reported. Estimates are used when accounting for certain items such as revenues, allowances for returns, early payment discounts, customer discounts, doubtful accounts, employee compensation programs, depreciation and amortization periods, taxes, inventory values, insurance programs, goodwill, other intangible assets and long-lived assets. We base our estimates on historical experience, where applicable and other assumptions that we believe are reasonable under the circumstances. Actual results may differ from our estimates under different assumptions or conditions. We believe that the following critical accounting policies affect our more significant judgments and estimates used in preparation of our consolidated financial statements.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of all material intercompany accounts, transactions and profits.

 

Fair Value of Financial Instruments

 

The aggregated net fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivables, payables, accrued expenses and short-term borrowings. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

 

II-3

 

Item 7.Management’s Discussion and Analysis or Plan of OperationFinancial Condition and Results of Operations (Continued)

 

Accounts Receivable and Revenue Recognition

 

Management reviews subsequent collections on accounts receivable and writes off all year-end balances that are not deemed collectible by the time the consolidated financial statements are issued. Additionally, management has provided for estimated product returns by applying an allowance against Accounts Receivable for the invoiced price of the returns. A provision to recognize a related estimate of finished goods returns has been added to inventories. Management considers the remaining accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of December 31, 20142015 and 2013.2014. If accounts become uncollectible, they will be charged to operations when that determination is made. The Company does not have a policy to charge interest on past due amounts. Accounts Receivable are considered past due based on invoice terms.

 

The Company recognizes revenue upon the shipment or delivery of goods, depending on the agreed upon terms with its customers.

 

Goodwill

 

Goodwill totaling $413,280 represents the excess purchase price over the fair value of the net assets acquired in the acquisition of Mastercraft Products Corporation. These costs are reviewed for impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that goodwill may be impaired. During the years ended, December 31, 20142015 and 2013,2014, the Company determined that its goodwill was not impaired.

 

Identifiable Intangible Assets

 

Customer Base and Non-Compete Agreement

 

The customer base and non-compete agreement represents $1,258,000 of the fair value of these assets pursuant to the Company’s purchase during 2006 of an unrelated entity’s inventories, their customer list and a non-compete agreement for a period of ten years. The customer base and non-compete agreement are being amortized over ten years. Accumulated amortization at December 31, 20142015 and 20132014 totaled approximately $1,070,000$1,196,000 and $944,000,$1,070,000, respectively.

 

Other Identifiable Intangible Assets

 

Identifiable intangible assets included in Other Assets consist of debt issuance costs.

 

Debt issuance costs at December 31, 20142015 and 2013,2014, net of accumulated amortization of approximately $27,000$21,000 and $9,000,$27,000, respectively, amounted to approximately $9,000$7,000 and $27,000,$9,000, respectively, and are amortized over the two year term of the agreement.

 

The Company’s identifiable intangible assets are reviewed for potential impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. During the years ended, December 31, 20142015 and 2013,2014, the Company determined that its identifiable intangible assets were not impaired.

II-4
 II-4

 

Item 7.Management’s Discussion and Analysis or Plan of OperationFinancial Condition and Results of Operations (Continued)

 

Impact of Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)ASU No. 2014-09,Revenue from Contracts with Customers,(Topic 606). The guidance in this update supersedeswhich requires an entity to recognize the amount of 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 amendedto which it expects 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 depictentitled for the transfer of promised goods or services to customerscustomers. The ASU will replace most existing revenue recognition guidance in an amountU.S. GAAP when it becomes effective. The new standard will be effective for the Company on January 1, 2018, which is the effective date for public companies. Early application is permitted as of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU No. 2014-09 will have on its financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03,Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs. ASU No. 2015-03 simplifies the presentation of debt issuance costs by requiring that the costs related to a recognized debt liability be presented in the consolidated balance sheet as a direct reduction from the carrying amount of that liability. ASU No. 2015-03 is effective for annual reporting periods beginning after December 15, 2016,2015, including interim periods within that reporting period. ASU No. 2015-03 is required to be applied retrospectively to all periods presented beginning in the year of adoption. Early adoption is permitted. The Company does not anticipate the adoption of this ASU to have a material impact on the Company’s financial position or results of operations.

In July 2015, the FASB issued ASU No. 2015-11,Simplifying the Measurement of Inventory, which amends FASB ASU Topic 330,Inventory. This ASU requires entities to measure inventory at the lower of cost or net realizable value and eliminates the option that currently exists for measuring inventory at market value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. This ASU should be applied prospectively with earlier application permitted. The Company does not anticipate the adoption of this ASU to have a material impact on the Company’s financial position or results of operations.

In November 2015, the FASB issued ASU No. 2015-17,Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes,which simplifies the presentation of deferred income taxes. The ASU provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified balance sheet. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim and annual financial statements that have not yet been issued. The new guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.

II-5

Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations (Continued)

Impact of Recently Issued Accounting Pronouncements (Continued)

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842)(ASU 2016-02). Under ASU No. 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU No. 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We areThe Company is currently evaluating the impact of adoptingthese changes to the guidance on ourCompany’s 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.

2015 Compared to 2014

Results of Operations

Paradise, Inc. is the leading producer of glace’ fruit, a primary ingredient of fruit cakes sold to manufacturing bakers, institutional users and supermarkets for sale during the holiday seasons of Thanksgiving and Christmas. Paradise, Inc. consists of two business segments, fruit and plastics. Fruit segment net sales represented 68.3% of consolidated net sales during the current twelve month reporting period ending December 31, 2015. Fruit segment net sales for 2015 decreased 2.3% to $16,202,626 from $16,581,479 for the similar reporting period of 2014 as consolidation within the Supermarket industry over the past twelve months limited the number of outlets for the company to sell its glace’ fruit products. To offset the reduction in physical store locations, Paradise, Inc. has reached out through the internet to market and sell its products. During 2015, the Company sold via Amazon’s web-site glace’ fruit products totaling approximately $117,000 in net sales. Understanding this amount is less than .5% of overall fruit segment sales, it does represent a 19% increase in internet sales over 2014 and will in the future continue to be an integral part of Paradise, Inc.’s marketing effort to expand its sale of glace’ fruit.

II-6

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2015 Compared to 2014 (Continued)

Results of Operations (Continued)

Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., represented 31.7% of consolidated net sales during 2015. Total plastics net sales decreased 12.4% to $7,531,815 for the twelve months ending December 31, 2015 compared to $8,601,555 for the similar reporting period of December 31, 2014. This decrease as first disclosed during the Company’s 2015 first quarter filing is directly attributable to a decision by a long term plastics customer within the housing market to transition production of a next generation injection molding part to their facility as of January 1, 2015. To counter this impact, Paradise Plastics, Inc. is continuing to aggressively market its plastics expertise to other industries such as medical supplies, food processing and aerospace. As mentioned in previous filings, the Company made a financial commitment during 2014 to become ISO9001 compliant. This certification process represents a series of standards, developed by the International Organization for Standardization (ISO) for manufacturing companies and will be emphasized as we continue to seek new business opportunities.

Consolidated cost of sales decreased, as a percentage of overall sales, approximately 8.8% during the twelve months ending December 31, 2015 compared to the similar reporting period of 2014. This overall percentage decrease was due to the need to process an additional 1.9 million lbs. of raw fruit materials into fruit in drum inventory during 2015. Delays in the shipment and receipt of certain raw fruit commodities from overseas suppliers during 2014 reduced the six month window of time needed to process these raw fruit commodities into fruit in drum inventory. Thus, the increase in the number of lbs. processed during the months of May through October, 2015 allocated over a relatively fixed amount of factory overhead for such major categories as labor, property insurance, maintenance and depreciation resulted in the driving factor to reduce overall cost of sales by 8.8%. Correspondingly, the increase of fruit in drum inventory resulted in a $694,760 increase in overall inventory at December 31, 2015 compared to December 31, 2014.

Selling, general and administrative expenses increased $225,168 or 4.9% for the twelve months ending December 31, 2015 compared to the similar reporting period of 2014. The main reason for this increase is related to the decision of Paradise, Inc.’s management to expense to current operations a total of $140,401 in outstanding receivables and inventory owed to Paradise Plastics, Inc. from a customer that ceased operations during the third quarter of 2015. All legal cost incurred in trying to recover any portion of this amount totaling approximately $25,000, has been expensed during 2015.

II-7

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2015 Compared to 2014 (Continued)

Results of Operations (Continued)

Paradise, Inc.’s interest expense on its revolving line of credit for the twelve months ended December 31, 2015 was $0 compared to $2,016 for December 31, 2014. Interest expense when incurred is directly related to cash advances received from the Company’s primary lender’s revolving line of credit as the Company needs to procure sizable amounts of inventory months in advance of its holiday selling season. As of December 31, 2015, the Company’s revolving line of credit balance was $0, its letters of credit balance was $582,839 and all debt and loan covenants required by its primary lender were in full compliance. Paradise, Inc.’s revolving line of credit has a maximum limit of $12,000,000 with a borrowing base of 80% of the Company’s eligible receivables plus the lesser of $6,000,000 or 50% of the Company’s eligible inventory from January through May of each year and 60% of eligible inventory from June to December of each year. This agreement is secured by all the assets of the Company and the agreement 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 rate plus 1.75%. Paradise, Inc.’s revolving line of credit is with a financial institution for a two year period maturing on July 31, 2017.

Other Significant Items

Accounts Receivable balance less allowances for sales returns at December 31, 2015 was $2,182,306 compared to $3,046,669 at December 31, 2014. This represents a decrease of $864,363 or 28.4%. The primary reason for this decrease is attributable to timing, as several large customers of Company’s retail fruit products made payments up to 60 days earlier in 2015 compared to the previous year. Furthermore, as disclosed in Note 1 under significant accounting policies, management provides for estimated product returns by applying an allowance against Accounts Receivable for the invoice amount of the return. During 2015, the Company did experience an increase in returns from customers as of December 31, 2015 which resulted in the allowance for sales returns of $1,066,314 compared to $912,789 as of December 31, 2014.

The Company finances ongoing operations primarily with cash provided by our operating activities, which are seasonal in nature. The principal sources of liquidity are cash flows provided by operating activities, existing cash, and a line of credit facility. At December 31, 2015 and December 31, 2014, the Company had $8,791,938 and $7,788,010 respectively, in cash. Additionally, a revolving line of credit facility is available with a maximum limit of $12 million and a borrowing limit of 80% of the Company’s eligible receivables plus up to 50% of the Company’s eligible inventory. Up to $1,750,000 of the facility is available for issuance of import letters of credit. At December 31, 2015 and 2014, $582,839 and $112,879, respectively, was due for issued letters of credit under the facility and there were no outstanding advances at December 31, 2015 and 2014. Net cash increased $1,003,928 as net cash provided by operating and financing activities totaled $1,887,456, which was offset by $883,528 in investing activities.

II-8

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2015 Compared to 2014 (Continued)

Summary

Paradise, Inc.’s consolidated net sales decreased $1,448,593 to $23,734,441 for 2015 compared to $25,183,034 for 2014 primarily due to a decision by a long term plastics customer to bring production of certain thermoforming parts produced by Paradise Plastics, Inc. to their own facility. Offsetting this loss of net sales was a decrease in cost of sales of $1,744,841 as delays in the receipt of raw fruit materials during 2014 resulted in the processing of an additional 1.9 million lbs. of fruit in drum inventory during 2015. The combination of these two events along with the write off of $140,401 in accounts receivable and inventory related to a plastics customer during the third quarter of 2015 resulted in a slight increase in net income after provision for income taxes as of December 31, 2015 of $23,192. Net income after provision of income taxes as of December 31, 2015 was $512,758 or $0.99 earnings per share compared to $489,566 or $0.94 earnings per share as of December 31, 2014.

 

2014 Compared to 2013

 

Results of Operations

 

Paradise, Inc. is the leading producer of glace’ fruit, a primary ingredient of fruit cakes sold to manufacturing bakers, institutional users and supermarkets for sale during the holiday seasons of Thanksgiving and Christmas. Paradise, Inc. consists of two business segments, fruit and plastics. Fruit segment net sales represented 65.8% of consolidated net sales during the current twelve month reporting period ending December 31, 2014. Fruit segment net sales for 2014 increased $1,006,910 or 6.5% to $16,581,479 from $15,574,569 for the similar reporting period of 2013. Two major factors were responsible for this increase in glace’ fruit sales. First, additional orders were received and shipped of glace’ fruit sold in bulk quantities to large manufacturing bakers during the past year. Bulk fruit sales which represented 29% of total glace’ fruit sales were $4,805,747 for 2014 compared to $4,380,343 for 2013, an increase of $425,404. Secondly, additional purchase orders for retail glace’ fruit products sold to national and regional supermarkets were also received and shipped as a coordinated effort between Paradise, Inc.’s in-house sales force and the Company’s outside food broker network produced an increase of $581,506 in retail glace’ fruit sales during 2014 compared to 2013.

 

II-5

Item 7.Management’s Discussion and Analysis or Plan of Operation (Continued)

2014 Compared to 2013 (Continued)

Results of Operations (Continued)

Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., represented 34.2% of consolidated net sales during 2014. Total plastics net sales increased 3.9% to $8,601,555 for the twelve months ending December 31, 2014 compared to $8,280,692 for the similar reporting period of December 31, 2013 as the recent trend for plastics products related to the housing market continued to offset a decline in sales of custom molding injection products. Paradise Plastics, Inc. is continuing to aggressively expand its plastics segment revenue, which includes sales to such diverse industries as medical supplies, food processing and aerospace. To assist in the effort, management made a financial and time commitment during the first half of 2014 to become ISO9001 compliant. The certification process which was completed in June of 2014, represents a series of standards, developed by the International Organization Standardization (ISO) for manufacturing companies and will be emphasized as we continue to seek new business opportunities going forward.

II-9

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2014 Compared to 2013 (Continued)

Results of Operations (Continued)

 

Consolidated cost of sales, as a percentage of net sales, increased 2.0% during the twelve months ending December 31, 2014 compared to the similar reporting period of 2013. Two factors contributing to this change are as follows. First, as mentioned above, Paradise, Inc.’s fruit segment experienced an increase in the sale of bulk glace’ fruit products. Historically, the profit margins from the sale of bulk fruit are less than what is realized from retail glace’ fruit sales. Secondly, the amount of raw fruit materials processed into finished glace’ inventory was approximately 800,000 pounds less during the Company’s production period, May – September, 2014, compared to the similar period of 2013. While variable expenses such as labor and utilities were favorably impacted by the decrease in production, expenses such as property insurance, depreciation and amortization of the Company’s property, plant and equipment which are relatively fixed, more than offset the positive effect of labor and utility expenses.

 

Selling, general and administrative expenses, decreased 0.7% for the twelve months ending December 31, 2014 compared to the similar reporting period of 2013. The main reason for this decrease was related to the reduction in travel expenses of the Company’s sales force as greater emphasis was placed on Paradise, Inc.’s network of outside food brokers. These brokers, located throughout the United States, can be at times a more cost effective approach to submitting marketing and promotional programs to Paradise, Inc.’s customers.

II-6

Item 7.Management’s Discussion and Analysis or Plan of Operation (Continued)

2014 Compared to 2013 (Continued)

Results of Operations (Continued)

 

Paradise, Inc.’s interest expense on its revolving line of credit for the twelve months ended December 31, 2014 was $2,216 compared to $8,054 for December 31, 2013. Interest expense during 2014 is directly related to cash advances received from the Company’s primary lender’s revolving line of credit as the Company needs to procure sizable amounts of inventory months in advance of its holiday selling season. As of December 31, 2014, the Company’s revolving line of credit balance was $0, its letters of credit balance was approximately $113,000 and all debt and loan covenants required by its primary lender were in full compliance. Paradise, Inc.’s revolving line of credit has a maximum limit of $12,000,000 with a borrowing base of 80% of the Company’s eligible receivables plus the lesser of $6,000,000 or 50% of the Company’s eligible inventory from January through May of each year and 60% of eligible inventory from June to December of each year. This agreement is secured by all the assets of the Company and the agreement 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 rate plus 1.75%. Paradise, Inc.’s revolving line of credit is with a financial institution for a two year period maturing on June 23, 2015.

 

II-10

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2014 Compared to 2013 (Continued)

Other Significant Items

 

Other Income for the twelve months ended December 31, 2014 totaled $52,301 compared to $353,656 for the similar period for 2013. The reason for this decrease is related to the settlement of Paradise, Inc.’s claim filed with the Deepwater Horizon Economic and Property Program (the “Settlement Program”) arising out of damages suffered as a result of the Deepwater Horizon Incident. Upon review by the claims administrator of the Settlement Program and after a 30 day period in which BP Exploration & Production, Inc. could file a protest contesting this amount, a settlement check for $277,546 was awarded to Paradise, Inc. Funds were received on August 30, 2013 and this amount is reflected in Other Income on the Company’s Consolidated Statements of Income.

 

Accounts Receivable balance at December 31, 2014 was $3,046,669 compared to $2,369,321 at December 31, 2013. This represents an increase of $677,348 or 28.6%. The primary reason for this increase is attributable to timing as several large customers of glace’ retail fruit delayed their purchasing and subsequent receipt of product by as much as sixty days. Therefore, receipt of payment from these customers for product received transferred into the first quarter of 2015. As disclosed in Note 1 under significant accounting policies, management provides for estimated product returns by applying an allowance against Accounts Receivable for the invoice amount of the return. During 2014, the Company did experience a slight increase in returns from customers which resulted in the allowance for returns of $912,789 compared to $897,546 against the accounts receivable balance at December 31, 2013.

II-7

Item 7.Management’s Discussion and Analysis or Plan of Operation (Continued)

2014 Compared to 2013 (Continued)

Other Significant Items (Continued)

 

Inventory at December 31, 2014, including the annual provision for estimated returns, totaled $7,484,909 compared to $8,837,798. This decrease represents $1,352,889 or a 15.3% reduction in ending inventory at December 31, 2014 compared to December 31, 2013. This decrease is directly related to the fact that Paradise, Inc. processed approximately 800,000 pounds less of raw fruit materials into higher priced finished glace’ fruit inventory for 2014 versus 2013.

 

The Company finances ongoing operations primarily with cash provided by our operating activities, which are seasonal in nature. The principal sources of liquidity are cash flows provided by operating activities, existing cash, and a line of credit facility. At December 31, 2014 and December 31, 2013, the Company had $7,788,010 and $5,916,366, respectively, in cash. Additionally, a revolving line of credit facility is available with a maximum limit of $12 million and a borrowing limit of 80% of the Company’s eligible receivables plus up to 50% of the Company’s eligible inventory. Up to $1,200,000 of the facility is available for issuance of import letters of credit. At December 31, 2014 and 2013, $112,879 and $0, respectively, was due for issued letters of credit under the facility and there were no outstanding advances at December 31, 2014 and 2013. Net cash provided by operating activities increased $1,424,156 for the twelve months ended December 31, 2014 as compared to December 31, 2013. The primary reasons for this increase are as follows: payments for the purchase of fruit segment inventory in 2014 were $1,363,484 less than 2013, income tax payments made during 2014 year were $604,483 less than 2013 and collections of accounts receivable decreased by $692,591 in 2014 as compared to 2013.

 

II-11

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

2014 Compared to 2013 (Continued)

Summary

 

Paradise, Inc.’s consolidated net sales increased to $25,183,034 for 2014 compared to $23,855,261 for 2013. Net income after provision for income taxes was $489,566 or $0.94 earnings per share for 2014 compared to $781,960 or $1.50 earnings per share for 2013.

 

II-8
 II-12

Item 8.
Item 7.Management’s Discussion and Analysis or Plan of Operation (Continued)Consolidated Financial Statements

 

2013 Compared to 2012

Results of Operations

Paradise, Inc. is the leading producer of glace’ fruit, a primary ingredient of fruit cakes sold to manufacturing bakers, institutional users and supermarkets for sale during the holiday seasons of Thanksgiving and Christmas. Paradise, Inc. consists of two business segments, fruit and plastics. Fruit segment net sales represented 65.3% of consolidated net sales during the current twelve month reporting period ending December 31, 2013. Fruit segment net sales for 2013 decreased 9.2% to $15,574,569 from $17,155,559 for the similar reporting period of 2012. A major reason for this decrease is the changing buying patterns of Paradise, Inc.’s retail customers who in the past would purchase glace’ fruit at their national or regional headquarters and are now directing the local store manager to decide how much product to carry and place on their store shelves. Paradise, Inc.’s sales managers along with support from its network of food brokers continues to work with local grocery managers to increase their awareness of glace’ fruit as a staple in their traditional holiday baking displays for Thanksgiving and Christmas.

Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., represented 34.7% of consolidated net sales during 2013. Total plastics net sales decreased less than .3% to $8,280,692 for the twelve months ending December 31, 2013 compared to $8,304,752 for the similar reporting period of December 31, 2012 as increased demand for plastics products related to the housing market continued to offset a decline in sales of custom molding injection orders.

Consolidated cost of sales, as a percentage of net sales, decreased 4.9% during the twelve months ending December 31, 2013 compared to the similar reporting period of 2012. There are two reasons for this decrease. First, Paradise, Inc. received and processed approximately 2,800,000 less pounds of strawberries through its facilities during the first six months of 2013 compared to the similar period of 2012. Secondly, certain raw fruit material received from one of the Company’s suppliers, subject to specific size and quality requirements, before being processed and placed into inventory had a higher rejection rate than in the previous year. Thus, processing a smaller amount of raw fruit production over a relatively fixed level of factory overhead resulted in a decrease of cost of sales for 2013 compared to 2012.

Selling, general and administrative expenses, as a percentage of net sales, remained consistent with the prior years as increases in health care premiums were offset by savings related to professional fees during the twelve months ending December 31, 2013 compared to the similar reporting period of 2012. This increase is primarily related to the rising cost of the Company’s employee health insurance program. Management is working closely with its insurance consultant to ensure that as the Affordable Health Care Act is implemented, Paradise, Inc. will be in compliance with all applicable federal and state laws.

Paradise, Inc.’s interest expense on its revolving line of credit for the twelve months ended December 31, 2013 was $8,054 compared to $9,493 for December 31, 2012. Interest expense during 2013 was directly related to cash advances received from the Company’s primary lender’s revolving line of credit as the Company needs to procure sizable amounts of inventory months in advance of its holiday selling season. As of December 31, 2013, the Company’s revolving line of credit balance was $0 and all loan covenants required by its primary lender were in full compliance.

II-9

Item 7.Management’s Discussion and Analysis or Plan of Operation (Continued)

2013 Compared to 2012 (Continued)

Results of Operations (Continued)

As previously reported in the Company’s second quarter filing of this year, Paradise, Inc. renewed its revolving line of credit with a financial institution for a two year period maturing on June 23, 2015. Paradise, Inc.’s revolving line of credit has a maximum limit of $12,000,000 with a borrowing base of 80% of the Company’s eligible receivables plus the lesser of $6,000,000 or 50% of the Company’s eligible inventory from January through May of each year and 60% of eligible inventory from June to December of each year. This agreement is secured by all the assets of the Company and the agreement 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 rate plus 1.75%.

Other Significant Items

During 2012, Paradise, Inc. filed a claim with the Deepwater Horizon Economic and Property Program (the “Settlement Program”) arising out of damages suffered as a result of the Deepwater Horizon Incident. Upon review by the claims administrator of the Settlement Program and after a 30 day period in which BP Exploration & Production, Inc. could file a protest contesting this amount, a settlement check for $277,546 was awarded to Paradise, Inc. Funds were received on August 30, 2013 and this amount is reflected in Other Income on the Company’s consolidated Statements of Income.

Accounts Receivable balance at December 31, 2013 was $2,369,321 compared to $1,893,160 at December 31, 2012. This represents an increase of $476,161 or 25.2%. The primary reason for this increase is attributable to the accounting for estimated product returns. As disclosed in Note 1 under significant accounting policies, management provides for estimated product returns by applying an allowance against Accounts Receivable for the invoice amount of the return. During 2012, as previously reported, the Company did experience an increase in product returns from a long time customer which resulted in the allowance for product returns to total $1,562,566. For 2013, returns were in line with the Company’s historical average resulting in an allowance of $897,546 against the accounts receivable balance at December 31, 2013.

The Company finances ongoing operations primarily with cash provided by our operating activities which are seasonal in nature. The principal sources of liquidity are cash flows provided by operating activities, existing cash, and a line of credit facility. At December 31, 2013 and December 31, 2012, the Company had $5,916,366 and $6,384,087, respectively, in cash. Additionally, 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 up to 50% of the Company’s eligible inventory, of which $0 was outstanding at December 31, 2013 and December 31, 2012. The line of credit agreement which was renewed in June 2013 expires in June 2015. Net cash provided by operating activities increased $1,487,244 for the twelve months ended December 31, 2013 as compared to December 31, 2012. The primary reasons for this increase are as follows: income tax payments made during 2013 year were $323,318 less than 2012 and payments for the purchase of inventory decreased $1,759,976.

II-10

Item 7.Management’s Discussion and Analysis or Plan of Operation (Continued)

2013 Compared to 2012 (Continued)

Summary

Paradise, Inc.’s consolidated net sales decreased to $23,855,261 for 2013 compared to $25,460,311 for 2012. Net income after provision for income taxes was $781,960 or $1.50 earnings per share for 2013 compared to $1,002,932 or $1.93 earnings per share for 2012.

II-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of

Paradise, Inc.

 

We have audited the accompanying consolidated balance sheets of Paradise, Inc., and subsidiaries (“the Company”) as of December 31, 20142015 and 20132014 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years in the two year period ended December 31, 2014.2015. Paradise, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Paradise, Inc. and subsidiaries as of December 31, 20142015 and 2013,2014, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 20142015 in conformity with accounting principles generally accepted in the United States of America.

 

  /s/ Warren Averett, LLC

Tampa, Florida

March 31, 2015

/s/ Warren Averett, LLC
Tampa, Florida
March 30, 2016

 

II-12II-13

 

PARADISE, INC.

AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

ASSETS

 

 DECEMBER 31,  DECEMBER 31, 
 2014  2013  2015 2014 
          
CURRENT ASSETS:                
Cash $7,788,010  $5,916,366  $8,791,938  $7,788,010 
Accounts Receivable, Net of Allowance for Doubtful Accounts of $ -0- and Allowance for Returns of $912,789 (2014) and $897,546 (2013)  3,046,669   2,369,321 
Accounts Receivable, Net of Allowance for Doubtful Accounts of $ -0- and Allowance for Returns of $1,066,314 (2015) and $912,789 (2014)  2,182,306   3,046,669 
Inventories  7,484,909   8,837,798   8,179,669   7,484,909 
Income Tax Receivable  78,277   279,219   76,290   78,277 
Prepaid Expenses and Other Current Assets  306,951   304,812   318,250   306,951 
Deferred Income Tax Asset  277,291   330,198   241,834   277,291 
                
Total Current Assets  18,982,107   18,037,714   19,790,287   18,982,107 
                
PROPERTY, PLANT AND EQUIPMENT:                
Net of Accumulated Depreciation of $17,880,096 (2014) and $17,410,823 (2013)  3,473,829   3,816,928 
Net of Accumulated Depreciation of $18,294,592 (2015) and $17,880,096 (2014)  3,924,480   3,473,829 
                
GOODWILL  413,280   413,280   413,280   413,280 
                
CUSTOMER BASE AND NON-COMPETE AGREEMENT  187,977   313,862   62,092   187,977 
                
OTHER ASSETS  451,373   283,979   392,426   451,373 
                
TOTAL ASSETS $23,508,566  $22,865,763  $24,582,565  $23,508,566 

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

 

II-13II-14

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 DECEMBER 31,  DECEMBER 31, 
 2014  2013  2015  2014 
          
CURRENT LIABILITIES:                
Short-Term Debt $112,879  $-  $582,839  $112,879 
Accounts Payable  603,342   308,319   615,928   603,342 
Accrued Expenses  819,458   923,540   843,851   819,458 
                
Total Current Liabilities  1,535,679   1,231,859   2,042,618   1,535,679 
                
DEFERRED INCOME TAX LIABILITY  203,667   297,094   315,125   203,667 
                
Total Liabilities  1,739,346   1,528,953   2,357,743   1,739,346 
                
STOCKHOLDERS’ EQUITY:                
Common Stock, $.30 Par Value, 2,000,000 Shares Authorized, 583,094 Shares Issued and 519,600 Shares Outstanding  174,928   174,928   174,928   174,928 
Capital in Excess of Par Value  1,288,793   1,288,793   1,288,793   1,288,793 
Retained Earnings  20,578,718   20,146,308   21,034,320   20,578,718 
                
  22,042,439   21,610,029   22,498,041   22,042,439 
                
Less: Common Stock in Treasury, at Cost, 63,494 Shares  273,219   273,219   273,219   273,219 
                
Total Stockholders’ Equity  21,769,220   21,336,810   22,224,822   21,769,220 
                
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $23,508,566  $22,865,763  $24,582,565  $23,508,566 

 

II-14II-15

 

PARADISE, INC.

AND SUBSIDIARIES

 

Consolidated Statements of Income

 

 FOR THE YEARS ENDED  FOR THE YEARS ENDED 
 DECEMBER 31,  DECEMBER 31, 
 2014  2013  2015  2014 
          
NET SALES $25,183,034  $23,855,261  $23,734,441  $25,183,034 
                
COSTS AND EXPENSES:                
Cost of Goods Sold  19,750,152   18,231,584   18,005,311   19,750,152 
Selling, General and Administrative Expenses  4,565,688   4,600,293   4,790,856   4,565,688 
Amortization Expense  143,885   143,885   139,885   143,885 
Interest Expense  2,216   8,054   -     2,216 
                
Total Costs and Expenses  24,461,941   22,983,816   22,936,052   24,461,941 
                
INCOME FROM OPERATIONS  721,093   871,445   798,389   721,093 
                
OTHER INCOME – NET  52,301   353,656   19,885   52,301 
                
INCOME BEFORE PROVISION FOR INCOME TAXES  773,394   1,225,101   818,274   773,394 
                
PROVISION FOR INCOME TAXES  283,828   443,141   305,516   283,828 
                
NET INCOME $489,566  $781,960  $512,758  $489,566 
                
EARNINGS PER SHARE:                
                
Basic $0.94  $1.50  $0.99  $0.94 
                
Diluted $0.94  $1.50  $0.99  $0.94 

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

 

II-15II-16

 

PARADISE, INC.

AND SUBSIDIARIES

 

Consolidated Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, 20142015 and 20132014

 

     CAPITAL IN          
  COMMON  EXCESS OF  RETAINED  TREASURY    
  STOCK  PAR VALUE  EARNINGS  STOCK  TOTAL 
                
Balance, December 31, 2012 $174,928  $1,288,793  $19,442,288  $(273,219) $20,632,790 
                     
Cash Dividends Declared, $.15 per Share          (77,940)      (77,940)
                     
Net Income          781,960       781,960 
                     
Balance, December 31, 2013  174,928   1,288,793   20,146,308   (273,219)  21,336,810 
                     
Cash Dividends Declared, $.11 per Share          (57,156)      (57,156)
                     
Net Income          489,566       489,566 
                     
Balance, December 31, 2014 $174,928  $1,288,793  $20,578,718  $(273,219) $21,769,220 

     CAPITAL IN          
  COMMON  EXCESS OF  RETAINED  TREASURY    
  STOCK  PAR VALUE  EARNINGS  STOCK  TOTAL 
                
Balance, December 31, 2013 $174,928  $1,288,793  $20,146,308  $(273,219) $21,336,810 
                     
Cash Dividends Declared, $.11 per Share          (57,156)      (57,156)
                     
Net Income          489,566       489,566 
                     
Balance, December 31, 2014  174,928   1,288,793   20,578,718   (273,219)  21,769,220 
                     
Cash Dividends Declared, $.11 per Share          (57,156)      (57,156)
                     
Net Income          512,758       512,758 
                     
Balance, December 31, 2015 $174,928  $1,288,793  $21,034,320  $(273,219) $22,224,822 

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

 

II-16II-17

 

PARADISE, INC.

AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

 FOR THE YEARS ENDED  FOR THE YEARS ENDED 
 DECEMBER 31,  DECEMBER 31, 
 2014  2013  2015  2014 
          
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net Income $489,566  $781,960  $512,758  $489,566 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:        
Adjustments to Reconcile Net Income to Net Cash        
Provided by Operating Activities:        
Provision for Sales Returns  15,243   (665,010)  153,525   15,243 
Provision for Estimated Inventory Returns  (10,595)  487,879   (132,227)  (10,595)
Provision for Deferred Income Taxes  (40,520)  (152,917)  146,915   (40,520)
Depreciation and Amortization  623,502   603,977   579,604   623,502 
Decrease (Increase) in:                
Accounts Receivable  (692,591)  188,849   710,838   (692,591)
Inventories  1,363,484   (469,298)  (562,533)  1,363,484 
Prepaid Expenses and Other Current Assets  (2,139)  (8,084)  (11,299)  (2,139)
Income Tax Receivable  200,942   (53,425)  1,987   200,942 
Other Assets  (213,784)  23,366   38,095   (213,784)
Increase (Decrease) in:                
Accounts Payable  295,521   (66,748)  12,596   295,521 
Accrued Expenses  (104,082)  (170,158)  24,393   (104,082)
                
Net Cash Provided by Operating Activities  1,924,547   500,391   1,474,652   1,924,547 
                
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchase of Property, Plant and Equipment  (137,020)  (330,896)  (890,370)  (137,020)
Change in Cash Surrender Value of Life Insurance  28,394   (43,410)  6,842   28,394 
                
Net Cash Used in Investing Activities  (108,626)  (374,306)  (883,528)  (108,626)
                
CASH FLOWS FROM FINANCING ACTIVITIES:                
Net Proceeds from (Payments on) Short-Term Debt  112,879   (515,866)
Proceeds from Short-Term Debt  1,738,557   1,398,473 
Dividends Paid  (57,156)  (77,940)  (57,156)  (57,156)
Payments on Short-Term Debt  (1,268,597)  (1,285,594)
                
Net Cash Provided by (Used in) Financing Activities  55,723   (593,806)
Net Cash Provided by Financing Activities  412,804   55,723 

 

II-17

 II-18

 

PARADISE, INC.

AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Continued)

 

 FOR THE YEARS ENDED  FOR THE YEARS ENDED 
 DECEMBER 31,  DECEMBER 31, 
 2014  2013  2015 2014 
          
NET CHANGE IN CASH  1,871,644   (467,721)  1,003,928   1,871,644 
                
CASH, at Beginning of Year  5,916,366   6,384,087   7,788,010   5,916,366 
                
CASH, at End of Year $7,788,010  $5,916,366  $8,791,938  $7,788,010 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
                
Cash Paid During the Year for:                
                
Interest $2,216  $8,054  $  $2,216 
                
Income Taxes $45,000  $649,483  $268,750  $45,000 

 

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements

 

II-18II-19

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 1:SIGNIFICANT ACCOUNTING POLICIES

 

Paradise, Inc. operations are conducted through two business segments, candied fruit and molded plastics. The primary operations of the fruit segment is 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 preserves, dairies, drink manufacturers, etc. The moldingmolded plastics segment provides production of plastic containers for the Company’s products and other molded plastics for sale to unaffiliated customers. Substantially all of the Company’s customers are located in the United States of America.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, after elimination of all material intercompany accounts, transactions and profits.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The aggregated net fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, receivables, payables, accrued expenses and short-term borrowings. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

 

II-19II-20

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 1:SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Accounts Receivable and Revenue Recognition

 

Management reviews subsequent collections on accounts receivable and writes off all year-end balances that are not deemed collectible by the time the consolidated financial statements are issued. Additionally, management has provided for estimated product returns by applying an allowance against Accounts Receivable for the invoiced price of the returns. A provision to recognize a related estimate of finished goods returns has been added to inventories.

 

Management considers the remaining accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts has been established as of December 31, 20142015 and 2013.2014. If accounts become uncollectible, they will be charged to operations when that determination is made. The Company does not have a policy to charge interest on past due amounts. Accounts Receivable are considered past due based on invoice terms.

 

The Company recognizes revenue upon the shipment or delivery of goods, depending on the agreed upon terms with its customers.

 

Inventories

 

Inventories are valued at the lower of cost (first-in, first-out) or market. Cost includes material, labor, factory overhead and depreciation.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost. Generally, the straight-line method is used in computing depreciation. Estimated useful lives of property, plant and equipment are:range from 3 – 40 years.

Years
Buildings and Improvements10 – 40
Machinery and Equipment3 – 20

 

Expenditures which significantly increase values or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property, plant and equipment, the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the current earnings. Amortization is also computed using the straight-line method over the estimated life of the asset.

 

II-20II-21

 

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 1:SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Goodwill

 

Goodwill totaling $413,280 represents the excess purchase price over the fair value of the net assets acquired in the acquisition of Mastercraft Products Corporation. These costs are reviewed for impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that goodwill may be impaired. During the years ended, December 31, 20142015 and 2013,2014, the Company determined that its goodwill was not impaired.

 

Identifiable Intangible Assets

 

Customer Base and Non-Compete Agreement

 

The customer base and non-compete agreement represents $1,258,000 of the fair value of these assets pursuant to the Company’s purchase during 2006 of an unrelated entity’s inventories, their customer list and a non-compete agreement for a period of ten years. The customer base and non-compete agreement are being amortized over ten years.

 

Other Identifiable Intangible Assets

 

Identifiable intangible assets included in Other Assets consist of debt issuance costs.

 

Gross debt issuance costs, amounted to approximately $12,000 and $36,000 as of December 31, 2015 and 2014, and 2013,respectively and are amortized over the two year term of the agreement.

 

The Company’s identifiable intangible assets are reviewed for potential impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. During the years ended, December 31, 20142015 and 2013,2014, the Company determined that its identifiable intangible assets were not impaired.

 

Amortization expense of intangible assets subject to amortization for the years ended December 31, 2015 and 2014 was $139,885 and 2013 was $143,885.$143,885, respectively.

 

II-21

 II-22

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 1:SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Identifiable Intangible Assets (Continued)

 

Accumulated amortization as of December 31, 2015 and 2014 totaled $1,200,908 and 2013 totaled $1,097,023, and $953,138, respectively.

 

Future amortization expense is anticipated to be as follows:$69,092 for the year ended December 31, 2016.

2015 $134,885 
2016 $62,092 

 

Selling Expenses

 

The Company considers freight delivery costs to be selling expenses and has included $634,425 (2015) and $668,862 (2014) and $586,578 (2013) in selling, general and administrative expenses in the accompanying statements of income.

Advertising Expenses

The Company expenses advertising costs in the year they are incurred. Advertising expenses totaled $7,029 (2014) and $32,648 (2013) and are included in selling, general and administrative expenses in the accompanying statements of income.

 

II-22II-23

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 1:SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Employee Benefit Plan

 

The Company has a 401(k) retirement plan for all eligible employees. Eligibility requirements for employees are based on completing 1,000 hours of service by the end of the first twelve months of consecutive employment and being at least 21 years old. Employee contributions are voluntary and subject to Internal Revenue Service limitations. The Company provides a matching contribution subject to annual review of the Company’s financial performance. For the years ended December 31, 20142015 and 2013,2014, the Company incurred $49,231$29,223 and $36,757,$49,231, respectively, in 401(k) expense.

 

Earnings Per Share

 

Basic and diluted earnings per common share are based on the weighted average number of shares outstanding and assumed to be outstanding of 519,600 shares at December 31, 20142015 and 2013.2014. There are no dilutive securities outstanding at December 31, 20142015 and 2013.2014.

 

Reclassifications

 

Certain minor reclassifications have been made to the 20132014 consolidated financial statements in order to conform to the classifications used in 2014.2015.

 

Impact of Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.ASU 2014-09,Revenue from Contracts with Customers,(Topic 606). The guidance in this update supersedeswhich requires an entity to recognize the amount of 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 amendedto which it expects 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 depictentitled for the transfer of promised goods or services to customerscustomers. The ASU will replace most existing revenue recognition guidance in an amount that reflects the consideration to which the entity expects toU.S. GAAP when it becomes effective. The new standard will be entitled in exchange for those goods or services. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period.the Company on January 1, 2018, which is the effective date for public companies. Early application is not permitted. We are currentlypermitted as of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the impacteffect that ASU 2014-09 will have on its financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of adopting the guidancestandard on ourits consolidated financial statements.

 

II-23II-24

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 1:SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Impact of Recently Issued Accounting Pronouncements (Continued)

 

In April 2015, the FASB issued ASU No. 2015-03,Interest – Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs. ASU No. 2015-03 simplifies the presentation of debt issuance costs by requiring that the costs related to a recognized debt liability be presented in the consolidated balance sheet as a direct reduction from the carrying amount of that liability. ASU No. 2015-03 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. ASU No. 2015-03 is required to be applied retrospectively to all periods presented beginning in the year of adoption. Early adoption is permitted. The Company does not anticipate the adoption of this ASU to have a material impact on the Company’s financial position or results of operations.

In July 2015, the FASB issued ASU No. 2015-11,Simplifying the Measurement of Inventory, which amends FASB ASU Topic 330,Inventory. This ASU requires entities to measure inventory at the lower of cost or net realizable value and eliminates the option that currently exists for measuring inventory at market value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. This ASU should be applied prospectively with earlier application permitted. The Company does not anticipate the adoption of this ASU to have a material impact on the Company’s financial position or results of operations.

In November 2015, the FASB issued ASU No. 2015-17,Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes,which simplifies the presentation of deferred income taxes. The ASU provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified balance sheet. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim and annual financial statements that have not yet been issued. The new guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.

II-25

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE 1:SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impact of Recently Issued Accounting Pronouncements (Continued)

In February 2016, the FASB issued ASU No. 2016-02,Leases (Topic 842)(ASU 2016-02). Under ASU 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is currently evaluating the impact of these changes to the Company’s 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.

 

NOTE 2:INVENTORIES

 

 2014  2013  2015  2014 
          
Supplies $168,275  $164,962  $161,258  $168,275 
Raw Materials  1,923,235   1,806,727   5,114,439   4,495,924 
Work in Progress  987,614   993,061   785,711   987,614 
Finished Goods  4,405,785   5,873,048   2,118,261   1,833,096 
                
Total $7,484,909  $8,837,798  $8,179,669  $7,484,909 

 

Included in Finished Goods inventory are estimated returns related to the Provision for Sales Returns totaling $821,048 (2015) and $688,821 (2014) and $678,226 (2013).

 

Substantially all inventories are pledged as collateral for certain short-term obligations.

 

II-26

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE 3:PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment consisted of the following:

 

  2014  2013 
       
Land and Improvements $656,040  $656,040 
Buildings and Improvements  7,095,184   7,048,114 
Machinery and Equipment  13,602,701   13,523,597 
         
Total  21,353,925   21,227,751 
Less:  Accumulated Depreciation  17,880,096   17,410,823 
         
NET $3,473,829  $3,816,928 

II-24

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 3:PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
  2015  2014 
       
Land and Improvements $656,040  $656,040 
Buildings and Improvements  7,102,413   7,095,184 
Machinery and Equipment  12,782,237   12,313,391 
Vehicles  701,968   554,217 
Furniture and Fixtures  723,912   735,093 
Construction in Progress  252,502   - 
         
Total  22,219,072   21,353,925 
Less:  Accumulated Depreciation  18,294,592   17,880,096 
         
NET $3,924,480  $3,473,829 

 

All of the real property, machinery and equipment are pledged as collateral for the Company’s short-term debt obligations.

 

Depreciation expense for the years ended December 31, 2015 and 2014 was $439,719 and 2013 was $479,617, and $460,092, respectively.

 

NOTE 4:SHORT-TERM DEBT

 

 2014  2013  2015  2014 
          
Letters of credit and other short-term debt under a revolving line of credit with a bank. $112,879  $-  $582,839  $112,879 
                
TOTAL $112,879  $-  $582,839  $112,879 

 

The Company has aOn July 31, 2015, Paradise, Inc. renewed its revolving loan agreementline of credit with a financial institution withSunTrust Bank through July 31, 2017. This renewal provides for a maximum limit of $12,000,000$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 through1 to May of each year31 and 60% of eligible inventory from June 1 to December 31 of each year. ThisWithin 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 matures on June 23, 2015. Interest is payable monthly at the bank’s LIBOR rate plus 1.75%. (1.9% at December 31, 2014).

This agreement 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 and improvement without bank approval. The Company was in compliance with these covenants at December 31, 2014 and 2013.2015. Interest is payable monthly at the bank’s LIBOR plus 1.75% (2.0% at December 31, 2015).

 

II-27

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE 5:OPERATING LEASES

 

The Company leases certain automobiles and office equipment under operating leases ranging in length from thirty-six to sixty months. Lease payments charged to operations amounted to $90,195 (2015) and $85,148 (2014) and $87,070 (2013), respectively.

II-25

PARADISE, INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

NOTE 5:OPERATING LEASES (CONTINUED)

 

At December 31, 2014,2015, future minimum payments required under leases with terms greater than one year are as follows:

 

Years Ending Operating  Operating 
December 31, Leases  Leases 
      
2015 $61,524 
2016  35,574  $55,552 
2017  3,695   32,179 
2018  17,360 
        
Total Minimum Lease Payments $100,793  $105,091 

 

NOTE 6:ACCRUED EXPENSES

 

Accrued Expenses consisted of the following:

 

 2014  2013  2015  2014 
          
Accrued Payroll and Bonuses $219,719  $486,399  $274,064  $219,719 
Accrued Brokerage Payable  294,739   197,443   173,580   294,739 
Other Accrued Expenses  15,539   24,126   20,043   15,539 
Coupon Reimbursement  70,795   59,179   60,446   70,795 
Accrued Credit Due to Customers  132,329   132,892   128,410   132,329 
Accrued Insurance Payable  7,931   23,501   -   7,931 
Income Taxes Payable  78,406   -   187,308   78,406 
                
Total $819,458  $923,540  $843,851  $819,458 

 

II-26II-28

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 7:PROVISION FOR FEDERAL AND STATE INCOME TAXES

 

The provisions for income taxes are comprised of the following amounts:

 

 2014  2013  2015  2014 
          
Current:                
Federal $276,941  $534,180  $102,950  $276,941 
State  47,407   61,878   55,651   47,407 
                
  324,348   596,058   158,601   324,348 
                
Deferred:                
Federal  (36,611)  (138,166)  132,743   (36,611)
State  (3,909)  (14,751)  14,172   (3,909)
                
  (40,520)  (152,917)  146,915   (40,520)
                
Total Provision for Income Taxes $283,828  $443,141  $305,516  $283,828 

 

A reconciliation of the differences between the tax provisions attributable to income from continuing operations and the tax provision at the statutory Federal income tax rate follows:

 

 2014  2013  2015  2014 
          
Income Taxes Computed at Statutory Rate $262,954  $416,534  $278,213  $262,954 
State Income Tax,                
Net of Federal Income Tax Benefit  28,074   44,489   29,703   28,074 
Other, Net  (7,200)  (17,882)  (2,400)  (7,200)
                
Provision for Income Taxes $283,828  $443,141  $305,516  $283,828 

 

II-27II-29

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 7:PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

 

The Company recognizes deferred tax assets and liabilities for future tax consequences of events that have been previously recognized in the Company’s consolidated financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated.

 

Significant components of the Company’s deferred tax assets and liabilities at December 31, 20142015 and 20132014 were:

 

 2014  2013  2015  2014 
          
Deferred Tax Assets resulting from:                
Inventory Valuation $193,012  $247,668  $269,204  $193,012 
Allowance for Sales Returns and Related Provision for Return of Finished Goods  84,279   82,530   92,294   84,279 
Prepaid Expenses  (119,664)  - 
                
Total Deferred Tax Assets  277,291   330,198   241,834   277,291 
                
Deferred Tax Liabilities resulting from:                
Tax over Book Depreciation  (203,667)  (297,094)  (315,125)  (203,667)
                
Net Deferred Tax Asset $73,624  $33,104 
Net Deferred Tax (Liability) Asset $(73,291) $73,624 
                
The Net Deferred Tax Asset is reflected in the Balance Sheet under these captions:        
The Net Deferred Tax (Liability )Asset is reflected in the Balance Sheet under these captions:        
Current Deferred Income Tax Asset $277,291  $330,198  $241,834  $277,291 
Long-Term Deferred Income Tax Liability  (203,667)  (297,094)  (315,125)  (203,667)
                
 $73,624  $33,104  $(73,291) $73,624 

 

II-28II-30

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 7:PROVISION FOR FEDERAL AND STATE INCOME TAXES (CONTINUED)

 

The Company follows Accounting Standards Codification Topic 740, “Income Taxes” (“ASC Topic 740”). This standard provides interpretative guidance for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

 

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the determination of the ultimate tax effects is uncertain. We record our tax provision based on current and future income taxes that will be due. In the determination of our provision, we have taken certain tax positions in the consideration of the effects of income and expenses that have been recognized and included in the accompanying consolidated financial statements that may or may not be recognized in the determination of current or future income taxes. We record a liability for these unrecognized tax benefits when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We review our liability for unrecognized tax benefits quarterly and adjust it in light of changing facts and circumstances, such as the outcome of tax audit. We are subject to income tax audits by the Internal Revenue Service and the State of Florida for the years 2011 – 2013.

 

As of December 31, 20142015 and 2013,2014, we do not expect that any of the tax positions taken by the Company, for the tax periods open to audit, if challenged, would result in a significant tax liability.

 

II-29II-31

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 8: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
   
Candied 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.

 

 YEAR ENDED YEAR ENDED  YEAR ENDED YEAR ENDED 
 2014  2013  2015  2014 
          
NET SALES IN EACH SEGMENT                
                
Candied Fruit:                
Sales to Unaffiliated Customers $16,581,479  $15,574,569  $16,202,626  $16,581,479 
                
Molded Plastics:                
Sales to Unaffiliated Customers  8,601,555   8,280,692   7,531,815   8,601,555 
                
Net Sales $25,183,034  $23,855,261  $23,734,441  $25,183,034 

 

II-30II-32

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 8:BUSINESS SEGMENT DATA (CONTINUED)

 

 YEAR ENDED YEAR ENDED  YEAR ENDED YEAR ENDED 
 2014  2013  2015  2014 
          
THE OPERATING PROFIT OF EACH SEGMENT IS LISTED BELOW                
                
Candied Fruit $3,150,602  $3,367,445  $4,228,325  $3,150,602 
Molded Plastics  2,138,395   2,112,347   1,360,920   2,138,395 
                
Operating Profit of Segments  5,288,997   5,479,792   5,589,245   5,288,997 
                
General Corporate Expenses, Net  (4,468,045)  (4,544,937)  (4,707,382)  (4,468,045)
General Corporate Depreciation and Amortization Expense  (97,643)  (55,356)  (83,474)  (97,643)
Interest Expense  (2,216)  (8,054)  -   (2,216)
Other Income  52,301   353,656   19,885   52,301 
                
Income Before Provision for Income Taxes $773,394  $1,225,101  $818,274  $773,394 

 

Operating profit is composed of net sales, less direct costs and overhead costs associated with each segment. The candied fruit segment purchases items from the molded plastics segment at cost. These transactions are then eliminated during consolidation. Due to the high degree of integration between the segments of the Company, it is not practical to allocate general corporate expenses, interest, and other income between the various segments.

 

 YEAR ENDED YEAR ENDED  YEAR ENDED YEAR ENDED 
 2014  2013  2015  2014 
          
Identifiable Assets of Each Segment are Listed Below:                
                
Candied Fruit $9,289,619  $10,303,650  $9,161,755  $9,289,619 
Molded Plastics  4,719,576   4,615,521   4,874,312   4,719,576 
                
Identifiable Assets  13,922,189   14,919,171   14,036,067   13,922,189 
General Corporate Assets  9,499,371   7,946,592   10,546,498   9,499,371 
                
Total Assets $23,508,566  $22,865,763  $24,582,565  $23,508,566 

 

II-31II-33

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

NOTE 8:BUSINESS SEGMENT DATA (CONTINUED)

 

Included in Identifiable Assets of the Molded Plastics Segment is goodwill totaling $413,280 at both December 31, 20142015 and 2013.2014.

 

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.

 

 YEAR ENDED YEAR ENDED  YEAR ENDED YEAR ENDED 
 2014  2013  2015  2014 
          
Depreciation and Amortization Expense of Each Segment are Listed Below:                
                
Candied Fruit $370,970  $374,382  $349,656  $370,970 
Molded Plastics  154,959   174,239   146,474   154,959 
                
Segment Depreciation and Amortization Expense  525,859   548,621   496,130   525,859 
General Corporate Depreciation and Amortization Expense  97,643   55,356   83,474   97,643 
                
Total Depreciation and Amortization Expense $623,502  $603,977  $579,604  $623,502 

 

 YEAR ENDED YEAR ENDED  YEAR ENDED YEAR ENDED 
 2014  2013  2015 2014 
          
Capital Expenditures of Each Segment are Listed Below:                
                
Candied Fruit $59,630  $62,840  $361,572  $59,630 
Molded Plastics  77,390   193,924   387,780   77,390 
                
Segment Capital Expenditures  137,020   256,764   749,352   137,020 
General Corporate Capital Expenditures  -   74,132   141,018   - 
                
Total Capital Expenditures $137,020  $330,896  $890,370  $137,020 

 

The Company conducts operations only within the United States. Foreign sales are insignificant; primarily all sales are to domestic companies.

 

II-32
II-34 

 

PARADISE, INC.

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 20142015 AND 20132014

 

NOTE 9:MAJOR CUSTOMERS

 

During 2015, the Company derived 14.4% and 16.4% of its consolidated revenues from Wal-Mart Stores, Inc. and Aqua Cal, Inc., respectively. During 2014, the Company derived approximately 15.9% and 19.5% of its consolidated revenues from Wal-Mart Stores, Inc. and Aqua Cal, Inc., respectively. During 2013, the Company derived approximately 12.9% and 19.7% of its consolidated revenue from Wal-Mart Stores, Inc. and Aqua Cal, Inc., respectively. As of December 31, 20142015 and 2013,2014, Wal-Mart Stores, Inc.’s accounts receivable balance represented 80.9%75.9% and 79.4%80.9% of total accounts receivable before allowance for returns, respectively, and Aqua Cal, Inc.’s accounts receivable balance represented 15.5%14.5% and 19.4%15.5% of total accounts receivable at December 31, 20142015 and 2013,2014, respectively.

 

NOTE 10:MAJOR VENDORS

 

During 20142015 and 2013,2014, the Company purchased 28%44% and 11%28% of its inventory from twothree and onetwo suppliers, respectively. As of December 31, 20142015 and 2013,2014, the Company did not have any amounts owed to these suppliers.

 

NOTE 11:CONCENTRATION OF CREDIT RISK

 

Cash is maintained at a major financial institution and, at times, balances may exceed federally insured limits. The Company’s deposits in excess of federally insured limits at December 31, 20142015 and 20132014 were approximately $7,615,000$8,593,000 and $5,763,000,$7,615,000, respectively.

 

NOTE 12:OTHER INCOME

During 2012, Paradise, Inc. filed a claim with the Deepwater Horizon Economic and Property Program (the “Settlement Program”) arising out of damages suffered as a result of the Deepwater Horizon Incident. Upon review by the claims administrator of the Settlement Program and after a 30 day period in which BP Exploration & Production, Inc. could file a protest contesting this amount, a settlement check for $277,546 was awarded to Paradise, Inc. Funds were received on August 30, 2013 and this amount is reflected in Other Income on the Company’s 2013 Consolidated Statements of Income.

NOTE 12:  NOTE 13:SUBSEQUENT EVENT

 

On March 12, 2015,17, 2016, Paradise, Inc. declared a regular dividend of $.11$.15 per share to stockholders of record aton April 10, 2015.15, 2016.

 

II-33II-35

 

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

Not applicable.

 

Item 9A.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of our year ended December 31, 20142015 pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of our year ended December 31, 2014,2015, our disclosure controls and procedures were effective.

 

The term “disclosure controls and procedures,” as defined under the Exchange Act, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 20142015 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2014.2015. Management’s evaluation was based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated Framework.Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that:

 

II-34II-36

 

Item 9A.Controls and Procedures (Continued)

 

Management’s Annual Report on Internal Control over Financial Reporting (Continued)

 

(1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

 

(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and

 

(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of our year ended December 31, 2014,2015, our internal control over financial reporting was effective.

 

Management’s Annual Report on Internal Control Over Financial Reporting does not include an attestation report from the Company’s registered public accounting firm Warren Averett, LLC.

 

Important Considerations

 

The effectiveness of our disclosure and procedures and our internal control over financial reporting is subject to various inherent limitations, include cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

 

Item 9B.Other Information

 

Not applicable.

 

II-35
II-37 

 

PART III

 

Item 10.Directors, Executive Officers and Corporate Governance

 

Directors of the Registrant

Directors of the Registrant
Melvin S. Gordon –CEO, Chairman and Director of the Registrant, 8182 years old.  
Term of office will expire at next stockholders’ meeting.
Officer with Registrant past 51 years.
Eugene L. Weiner –Vice-President of the Registrant, 84 years old.
 Term of office will expire at next stockholders’ meeting.
 Officer with Registrant past 50 years.
  
Eugene L. Weiner –Vice-President of the Registrant, 83 years old.
Term of office will expire at next stockholders’ meeting.
Officer with Registrant past 49 years.
Randy S. Gordon –President of the Registrant, 5960 years old.
 Term of office will expire at next stockholders’ meeting.
 Employee or officer of Registrant past 3637 years.
  
Tracy W. Schulis –Senior Vice-President and Secretary of the Registrant,
 5758 years old.  Term of office will expire at next stockholders’
 meeting.  Employee or officer of Registrant past 3536 years.
  
Mark H. Gordon –Executive Vice-President of the Registrant, 5253 years old.
 Term of office will expire at next stockholders’ meeting.  
 Employee or Officer of Registrant past 2930 years.
Executive Officers of the Registrant

Executive Officers of the Registrant

Melvin S. Gordon –CEO, Chairman and Director, 8182 years old.  
Term of office will expire at next annual directors’ meeting.  
Officer with Registrant past 51 years.
Eugene L. Weiner –Vice-President, 84 years old.  
 Term of office will expire at next annual directors’ meeting.  
 Officer with Registrant past 50 years.
  
Eugene L. Weiner –Vice-President, 83 years old.  
Term of office will expire at next annual directors’ meeting.  
Officer with Registrant past 49 years.
Randy S. Gordon –President, 5960 years old.  
 Term of office will expire at next annual directors’ meeting.  
 Employee or officer of Registrant past 3637 years.
  
Tracy W. Schulis –Senior Vice-President and Secretary, 5758 years old.  
 Term of office will expire at next annual directors’ meeting.
 Employee or officer of Registrant past 3536 years.
 
Mark H. Gordon –Executive Vice-President, 5253 years old.  
 Term of office will expire at next annual directors’ meeting.
 Employee or Officer of Registrant past 2930 years.
  
Jack M. Laskowitz –CFO and Treasurer, 5859 years old.  
 Term of office will expire at next annual directors’ meeting.  
Employee or officer with Registrant past 1415 years.

 

III-1

 

Item 10.Directors, Executive Officers and Corporate Governance (Continued)

 

Family Relationships

 

Melvin S. Gordon is a first cousin by marriage to Eugene L. Weiner.

 

Melvin S. Gordon is the father of Randy S. Gordon and Mark H. Gordon and the father-in-law of Tracy W. Schulis.

 

Audit Committee Financial Expert

 

Rules recently adopted by the Securities and Exchange Commission (the “SEC”) to implement sections of the Sarbanes-Oxley Act of 2002 (the “Act”) require disclosure of whether the Company has an audit committee financial expert on its audit committee. The Company has not formally designated an audit committee; however, the Act stipulates that if no such committee exists, then the audit committee is the entire board of directors.

 

The Company’s Board of Directors has determined that Eugene L. Weiner, is “an audit committee financial expert”. Eugene L. Weiner is a Director and also a Vice-President of the Company and therefore is not independent of management.

 

Code of Business Conduct and Ethics

 

The Company has adopted a Code of Business Conduct and Ethics that applies to all executive officers, directors and employees of the Company. The Code of Business Conduct and Ethics is attached as an exhibit to this Annual Report on Form 10-K.

 

III-2

 

Item 11.Executive Compensation

 

(a)and (b)The following summary compensation table sets forth all remuneration paid or accrued by the Company and its subsidiaries for the years ended December 31, 20142015 and 20132014 to its Chief Executive Officer and the four other highest paid executive officers whose total remuneration exceeded $100,000.

 

  COMPENSATION    
          ALL OTHER 
NAME AND PRINCIPAL         COMPENSATION 
POSITION YEAR SALARY  BONUS  (1 and 2) 
            
Melvin S. Gordon,              
Chief Exec. Officer 2014 $318,968  $42,217  $5,574 
  2013  318,968   70,236   5,151 
               
Randy S. Gordon,              
President 2014  202,070   41,037   29,884 
  2013  202,070   65,481   29,330 
               
Tracy W. Schulis,              
Senior Vice-President and Secretary 2014  202,070   45,041   44,756 
  2013  202,070   70,657   44,237 
               
Mark H. Gordon,              
Executive Vice-President 2014  202,070   37,677   17,668 
  2013  202,070   61,137   16,973 
               
Jack M. Laskowitz,              
Chief Financial Officer 2014  112,121   18,763   14,190 
  2013  112,121   30,343   13,871 

COMPENSATION

           ALL OTHER 
NAME AND PRINCIPAL          COMPENSATION 
POSITION YEAR  SALARY  BONUS  ( 1 and 2 ) 
             
Melvin S. Gordon,                
Chief Exec. Officer  2015  $253,701  $48,940  $5,271 
   2014   318,968   42,217   5,574 
                 
Randy S. Gordon,                
President  2015   202,070   47,000   30,778 
   2014   202,070   41,037   29,884 
                 
Tracy W. Schulis,                
Senior Vice-President and Secretary  2015   202,070   51,340   45,628 
   2014   202,070   45,041   44,756 
                 
Mark H. Gordon,                
Executive Vice-President  2015   202,070   43,358   28,043 
   2014   202,070   37,677   17,668 
                 
Jack M. Laskowitz,                
Chief Financial Officer  2015   130,936   27,413   14,691 
   2014   112,121   18,763   14,190 

 

NOTES TO THE ABOVE TABLE

 

1.Includes personal use of Company automobiles and PS-58 costs.

 

2.All Other Compensation includes life insurance premiums paid on behalf of the officers in accordance with the Company’s 162 bonus plan along with matching contributions provided for by the Company’s 401(k) Retirement Savings Plan.

 

III-3

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

(a)The following table sets forth as of December 31, 2014,2015, information concerning the beneficial ownership of the common stock of the Company by the persons who own, are known by the company to own, or who the Company has been advised have filed with the S.E.C. declarations of beneficial ownership, of more than 5% of the outstanding common stock.

 

     AMOUNT & NATURE    
NAME AND ADDRESS OF TITLE OF  OF BENEFICIAL  PERCENT 
BENEFICIAL OWNER CLASS  OWNERSHIP (1)  OF CLASS 
          
Melvin S. Gordon  Common         
2611 Bayshore Blvd.            
Tampa, Florida      192,742(1)  37.1%
             
TOTAL      192,742   37.1%

 

Salvatore Muoio  Common         
c/o  S. Muoio & Co. LLC            
509 Madison Ave. Suite 406            
New York, NY  10022       39,166(2)  7.54%
             
TOTAL     39,166   7.54%

(1)Includes 141,760 shares owned by the Helen A. Weaner Family Partnership, Ltd., Mr. Melvin S. Gordon, sole trustee.

 

(2)The nature of the beneficial ownership for all shares is sole voting and investment power.

(b)Beneficial ownership of common stock held by all directors and officers of the Company as a group:

 

 AMOUNT & NATURE      AMOUNT & NATURE   
 TITLE OF OF BENEFICIAL PERCENT  TITLE OF OF BENEFICIAL PERCENT 
 CLASS OWNERSHIP (1) OF CLASS  CLASS OWNERSHIP (1) OF CLASS 
               
Directors and Officers as a Group Common  206,109   39.7% Common  206,019   39.7%
                    
Melvin S. Gordon Common  192,742(2)  37.1% Common  192,742(2)  37.1%
                    
Eugene L. Weiner Common  307   0  Common  307   - 
                    
Randy S. Gordon Common  7,400   1.4  Common  7,400   1.4 
                    
Tracy W. Schulis Common  2,060   0.4  Common  2,060   0.4 
                    
Mark H. Gordon Common  3,600   0.7  Common  3,600   0.7 

 

(1)The nature of the beneficial ownership for all shares is sole voting and investment power.

 

(2)Includes 141,760 shares owned by the Helen A. Weaner Family Partnership, Ltd., Mr. Melvin S. Gordon, sole trustee.

 

(c)The Company knows of no contractual arrangements which may at a subsequent date result in a change in control of the Company.

 

III-4

 

Item 13.Certain Relationships and Related Transactions, and Director Independence

 

None

 

Item 14.Principal Accountant Fees and Services

 

Audit Fees

 

The aggregate fees billed for professional services rendered by Warren Averett, LLC for the audits of the Company’s annual consolidated financial statements and review of consolidated financial statements included in the Company’s Forms 10-Q for fiscal years 2015 and 2014 were $149,500 and 2013 were $134,597, and $151,448, respectively. At the time of this filing, not all audit fees had been billed for the 20142015 fiscal year.

 

All Other Fees

 

There were no other feesFees billed by Warren Averett, LLC for other products and services provided during the years ended December 31, 2015 and 2014 were approximately $10,000 and 2013.$0, respectively.

 

The Company has not formally designated an audit committee and as a result, the entire board of directors performs the duties of an audit committee. It’s the Board’s policy to pre-approve all services provided by our auditors.

 

III-5

PART IV

 

Item 15.

Item 15.Exhibits and Financial Statement Schedules

Exhibit (3) – Articles of Incorporation and By-Laws (Incorporated by reference from Exhibits to Paradise, Inc.’s Annual Report on Form 10-KSB for the year ended December 31, 1993, filed on March 31, 1994)

 

Exhibit (11) – Statement Re: Computation of Per Share Earnings (Incorporated by reference from Exhibits to page II-10 of this Form 10-K)

Exhibit (31.1) –
Exhibit (3) –Articles of Incorporation and By-Laws (Incorporated by reference from Exhibits to Paradise, Inc.’s Annual Report on Form 10-KSB for the year ended December 31, 1993, filed on March 31, 1994)
Exhibit (11) –Statement Re: Computation of Per Share Earnings (Incorporated by reference from Exhibits to page II-24 of this Form 10-K)
Exhibit (31.1) –Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith)
Exhibit (31.2) –Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith)
Exhibit (32.1) –Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed  herewith)
Exhibit (32.2) –Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith)

Exhibit (EX-101.INS) – XBRL Instance Document (filed herewith)

 

Exhibit (31.2)(EX-101.SCH)Certification of Chief Financial Officer pursuant to Rule 13a-14(a)XBRL Taxonomy Extension Schema (filed herewith)

 

Exhibit (32.1)(EX-101.CAL) Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith)

Exhibit (32.2) – Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith)

101.INS            XBRL Instance Document (filed herewith).

101.SCH            XBRL Taxonomy Schema (filed herewith).

101.CAL XBRL Taxonomy Extension Calculation Linkbase (filed herewith).

 

101.DEFExhibit (EX-101.DEF) – XBRL Taxonomy Extension Definition Linkbase (filed herewith).

 

101.LABExhibit (EX-101.LAB) – XBRL Taxonomy Extension Label Linkbase (filed herewith).

 

101.PREExhibit (EX-101.PRE) – XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

 

III-5III-6

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

March 31, 201530, 2016PARADISE, INC.
Date 
 /s/ Melvin S. Gordon
 Melvin S. Gordon
 CEO, Chairman and Director

 

In accordance with the Exchange Act this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

/s/ Melvin S. Gordon CEO, Chairman March 31, 201530, 2016
Melvin S. Gordon  and Director Date
     
/s/ Eugene L. Weiner Vice-President March 31, 201530, 2016
Eugene L. Weiner and Director Date
     
/s/ Randy S. Gordon President and Director March 31, 201530, 2016
Randy S. Gordon  Date
     
/s/ Tracy W. Schulis Senior Vice-President, March 31, 201530, 2016
Tracy W. Schulis Secretary and Director Date
     
/s/ Mark H. Gordon Executive Vice-President March 31, 201530, 2016
Mark H. Gordon and Director Date
     
/s/ Jack M. Laskowitz CFO and Treasurer March 31, 201530, 2016
Jack M. Laskowitz  Date

 

III-6III-7