FORM 10-Q



______________

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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

______________

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

For the quarterly period ended September 30, 2011


March 31, 2012

or

¨           Transition report pursuant to section 13 (a) or 15(d) of the Securities Act of 1934.

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

Commission File No. 0-3026



__________________

PARADISE, INC.



________________

INCORPORATED IN FLORIDA

I.R.S. EMPLOYER IDENTIFICATION NO. 59-1007583


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

PLANT CITY, FLORIDA 33563


(813) 752-1155



__________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Webweb site, if any, every Interactive Datadata File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨    No  ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer¨
¨ 
Accelerated filer¨
 
Non-accelerated filer¨
¨
Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes¨Nox


The number of shares outstanding of each of the issuer’s classes of common stock:stock as of May 15, 2012 was 519,600 shares.


  Outstanding as of September 30, 
Class 2011  2010 
         
Common Stock        
$0.30 Par Value 519,600 Shares  
519,350 Shares
 


PARADISE, INC.


FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

MARCH 31, 2012

INDEX

  PAGE
PART I.FINANCIAL INFORMATION 
   
 ITEM 1. 
   
 CONSOLIDATED BALANCE SHEETS: 
   
 Assets 
  
 As of September 30, 2011March 31, 2012 (Unaudited), December 31, 20102011 and September 30, 2010March 31, 2011 (Unaudited)2
   
 Liabilities and Stockholders’ Equity 
  
 As of September 30, 2011March 31, 2012 (Unaudited), December 31, 20102011 and September 30, 2010March 31, 2011 (Unaudited)3
   
 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED): 
   
 For the three-month periods ended September 30,March 31, 2012 and 2011 and 20104
For the nine-month periods ended September 30, 2011 and 20105
   
 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED): 
   
 For the nine-monththree-month periods ended September 30,March 31, 2012 and 2011 and 201065
   
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)7 – 96-8
   
 ITEM 2. 
   
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL 
 CONDITION AND RESULTS OF OPERATIONS10 – 129-12
   
 ITEM 3. 
   
 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK – N/A1312
   
 ITEM 4. 
   
 CONTROLS AND PROCEDURES1312
   
PART II.OTHER INFORMATION 
   
 ITEMS 1 – 6.1413
   
SIGNATURES14

15


PARADISE, INC.COMMISSION FILE NO. 0-3026
PART I.FINANCIAL INFORMATION
 
Item 1.Financial Statements

PARADISE, INC.

COMMISSION FILE NO. 0-3026

PART I.FINANCIAL INFORMATION

Item 1. Financial Statements

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


  
AS OF
     AS OF 
  SEPTEMBER 30,  AS OF  SEPTEMBER 30, 
  2011  DECEMBER 31,  2010 
  
(UNAUDITED)
  2010  
(UNAUDITED)
 
          
ASSETS         
          
CURRENT ASSETS:         
          
Cash and Unrestricted Demand Deposits $95,564  $4,772,056  $789,042 
Accounts Receivable,            
Less, Allowances of $0 (09/30/11), $1,052,862 (12/31/10) and $0 (09/30/10)
  6,461,091   3,619,735   5,889,664 
Inventories:            
Raw Materials  2,783,301   1,961,627   2,847,415 
Work in Process  370,161   864,689   380,540 
Finished Goods  6,368,290   3,220,268   7,585,845 
Deferred Income Tax Asset  225,942   225,942   279,545 
Income Tax Refund Receivable  221,446   -   251,728 
Prepaid Expenses and Other Current Assets  400,786   348,407   502,998 
             
Total Current Assets  16,926,581   15,012,724   18,526,777 
             
Property, Plant and Equipment, Less, Accumulated Depreciation of $18,381,081 (09/30/11), $17,998,537 (12/31/10) and $17,861,158 (09/30/10)
  4,293,875   4,338,717   4,443,563 
Goodwill  413,280   413,280   413,280 
Intangible Asset, Net  597,104   691,517   722,988 
Other Assets  228,163   183,609   193,131 
             
TOTAL ASSETS $22,459,003  $20,639,847  $24,299,739 

 AS OF  AS OF  AS OF 
 MARCH 31,  DECEMBER 31,  MARCH 31,  
  2012  2011  2011 
 (UNAUDITED)      (UNAUDITED) 
ASSETS         
          
CURRENT ASSETS:            
             
Cash $5,532,943  $7,468,908  $4,464,427 
Accounts Receivable,            
Less, Allowances of $0 (03/31/12),            
$1,003,779 (12/31/11) and $0 (03/31/11)  1,926,687   2,579,362   2,043,199 
Inventories:            
Raw Materials  3,766,404   2,214,455   3,806,968 
Work in Process  7,449   558,899   22,189 
Finished Goods  4,951,215   3,423,163   4,445,682 
Deferred Income Tax Asset  234,912   234,912   294,721 
Prepaid Expenses and Other Current Assets  195,868   295,413   157,709 
             
Total Current Assets  16,615,478   16,775,112   15,234,895 
             
Property, Plant and Equipment,            
Less, Accumulated Depreciation of            
$18,628,310 (03/31/12), $18,505,964 (12/31/11)           
and $18,130,547 (03/31/11)  4,072,874   4,184,046   4,280,263 
Goodwill  413,280   413,280   413,280 
Customer Base and Non-Compete Agreement  534,161   565,632   660,046 
Other Assets  269,622   222,663   183,261 
TOTAL ASSETS $21,905,415  $22,160,733  $20,771,745 

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)


2


  
AS OF
     AS OF 
  SEPTEMBER 30,  AS OF  SEPTEMBER 30, 
  2011  DECEMBER 31,  2010 
  
(UNAUDITED)
  2010  
(UNAUDITED)
 
LIABILITIES AND STOCKHOLDERS’ EQUITY         
          
CURRENT LIABILITIES:         
          
Notes and Trade Acceptances Payable $1,118,364  $247,836  $4,337,184 
Current Portion of Long-Term Debt   -   -   4,475 
Accounts Payable  980,953   304,657   432,872 
Accrued Liabilities  755,553   1,235,523   815,132 
Income Taxes Payable  363,382   152,009   246,987 
             
Total Current Liabilities  3,218,252   1,940,025   5,836,650 
             
DEFERRED INCOME TAX LIABILITY  147,354   147,354   209,478 
             
Total Liabilities  3,365,606   2,087,379   6,046,128 
             
STOCKHOLDERS’ EQUITY:            
             
Common Stock:  $0.30 Par Value, 2,000,000 Shares Authorized, 583,094 Shares Issued, 519,600 (09/30/11 and 12/31/10) and 519,350 (09/30/10) Shares Outstanding
  174,928    174,928    174,928  
Capital in Excess of Par Value  1,288,793   1,288,793   1,288,793 
Retained Earnings  18,184,140   17,643,211   17,348,054 
Accumulated Other Comprehensive Loss  (281,245)  (281,245)  (281,245)
Treasury Stock, at Cost, 63,494 (09/30/11 and 12/31/10) and 63,744 (09/30/10) Shares
  (273,219)  (273,219)  (276,919)
             
Total Stockholders’ Equity  19,093,397   18,552,468   18,253,611 
             
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  22,459,003  $20,639,847  $24,299,739 
3


  AS OF  AS OF  AS OF 
 MARCH 31,   DECEMBER 31,  MARCH 31, 
  2012  2011  2011 
 (UNAUDITED)       (UNAUDITED)  
LIABILITIES AND STOCKHOLDERS’ EQUITY            
             
CURRENT LIABILITIES:            
             
Letter of Credit $631,230  $313,246  $861,853 
Accounts Payable  769,648   358,851   954,206 
Accrued Liabilities  531,387   1,218,289   420,038 
Income Taxes Payable  47,366   370,678   - 
             
Total Current Liabilities  1,979,631   2,261,064   2,236,097 
             
DEFERRED INCOME TAX LIABILITY  165,891   165,891   147,354 
             
Total Liabilities  2,145,522   2,426,955   2,383,451 
             
STOCKHOLDERS’ EQUITY:            
Common Stock: $0.30 Par Value,            
2,000,000 Shares Authorized,            
583,094 Shares Issued,            
519,600 Shares Outstanding  174,928   174,928   174,928 
Capital in Excess of Par Value  1,288,793   1,288,793   1,288,793 
Retained Earnings  18,850,636   18,824,521   17,479,037 
Accumulated Other Comprehensive Loss  (281,245)  (281,245)  (281,245)
Treasury Stock, at Cost,            
63,494 Shares  (273,219)  (273,219)  (273,219)
             
Total Stockholders’ Equity  19,759,893   19,733,778   18,388,294 
             
TOTAL LIABILITIES AND            
STOCKHOLDERS’ EQUITY $21,905,415  $22,160,733  $20,771,745 

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)


  FOR THE THREE MONTHS ENDED 
  SEPTEMBER 30, 
  2011  2010 
         
Net Sales $9,446,944  $8,391,798 
         
Costs and Expenses:        
Cost of Goods Sold (excluding Depreciation)  6,925,924   5,841,669 
Selling, General and Administrative Expense  1,154,877   1,042,035 
Depreciation and Amortization  163,336   173,780 
Interest Expense  8,344   22,712 
         
Total Costs and Expenses  8,252,481   7,080,196 
         
Income from Operations  1,194,463   1,311,602 
         
Other Income (Loss)  (23,906)  (762)
         
Income from Operations Before Provision for Income Taxes  1,170,557   1,310,840 
         
Provision for Income Taxes  444,813   498,119 
         
Net Income $725,744  $812,721 
         
Income per Common Share $1.40  $1.56 

 FOR THE THREE MONTHS ENDED  
 MARCH 31,  
   2012   2011 
       
Net Sales $3,268,870 $2,618,939
         
Costs and Expenses:        
Cost of Goods Sold  2,287,495   2,112,351 
Selling, General and Administrative Expense  805,525   805,860 
Amortization Expense  35,971   35,790 
         
Total Costs and Expenses  3,128,991   2,954,001 
         
Income (Loss) from Operations  139,879   (335,062)
         
Other Income  76,844   154,069 
         
Income (Loss) Before Income Taxes  216,723   (180,993)
         
Income Tax (Expense) Benefit  (86,688)  68,779 
         
Net Income (Loss) $130,035  $(112,214)
         
Income (Loss) per Common Share (Basic and Diluted) $0.25  $(0.22)
         
Dividend per Common Share $0.20  $0.10

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)


4


PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

CASH FLOWS

(UNAUDITED)


  FOR THE NINE MONTHS ENDED 
  SEPTEMBER 30, 
  2011  2010 
         
Net Sales $14,217,580  $13,118,276 
         
Costs and Expenses:        
Cost of Goods Sold (excluding Depreciation)  10,264,721   9,334,451 
Selling, General and Administrative Expense  2,666,303   2,602,380 
Depreciation and Amortization  496,638   535,590 
Interest Expense  8,344   25,847 
         
Total Costs and Expenses  13,436,006   12,498,268 
         
Income from Operations  781,574   620,008 
         
Other Income  174,695   29,958 
         
Income from Operations Before Provision for Income Taxes  956,269   649,966 
         
Provision for Income Taxes  363,383   246,987 
         
Net Income $592,886  $402,979 
         
Income per Common Share $1.14  $0.78 
         
Dividend per Common Share $0.10  $0.05 

   FOR THE THREE MONTHS ENDED  
   MARCH 31,  
   2012    2011  
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net Income (Loss) $130,035  $(112,214)
Adjustments to Reconcile Net Income (Loss) to Net Cash        
Used in Operating Activities:        
Depreciation and Amortization  158,315   167,798 
Provision for Deferred Income Taxes  -   (68,779)
Decrease (Increase) in:        
Accounts Receivable  652,675   1,576,537 
Inventories  (2,528,551)  (2,228,255)
Prepaid Expenses  99,545   190,697 
Other Assets  (51,459)  (3,971)
Increase (Decrease) in:        
Accounts Payable  410,798   649,551 
Accrued Expense  (790,822)  (867,446)
Income Taxes Payable  (323,312)  (152,009)
         
Net Cash Used in Operating Activities  (2,242,776)  (848,091)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of Property and Equipment  (11,173)  (73,555)
         
Net Cash Used in Investing Activities  (11,173)  (73,555)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Net Proceeds from Letter of Credit  317,984   614,017 
         
Net Cash Provided by Financing Activities  317,984   614,017 
         
NET DECREASE IN CASH  (1,935,965)  (307,629)
         
CASH, AT BEGINNING OF PERIOD  7,468,908   4,772,056 
         
CASH, AT END OF PERIOD $5,532,943  $4,464,427 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid for:        
Income Tax $410,000  $128,000 
         
Noncash financing activity:        
Dividends Declared $103,920  $51,960

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

5


PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

  FOR THE NINE MONTHS ENDED 
  SEPTEMBER 30, 
  2011  2010 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net Income $592,886  $402,979 
Adjustments to Reconcile Net Income to Net Cash        
Used in Operating Activities:        
Depreciation and Amortization  496,638   535,590 
Loss on the Sale of Marketable Equity Securities  -   34,221 
Decrease (Increase) in:        
Accounts Receivable  (2,841,356)  (4,099,758)
Inventories  (3,475,169)  (2,607,566)
Prepaid Expenses  (52,379)  (139,804)
Other Assets  (57,589)  (5,151)
Income Tax Refund Receivable  (221,446)  (251,728)
Increase (Decrease) in:        
Accounts Payable  676,296   (353,379)
Accrued Expense  (479,970)  (57,140)
Income Taxes Payable  211,373   209,957 
         
Net Cash Used in Operating Activities  (5,150,716)  (6,331,779)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of Property and Equipment  (344,344)  (122,648)
Proceeds from the Sale of Marketable Equity Securities  -   111,350 
         
Net Cash Used in Investing Activities  (344,344)  (11,298)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Net Proceeds of Short-Term Debt  870,528   4,150,265 
Principal Payments of Long-Term Debt  -   (7,241)
Dividends Paid  (51,960)  (25,968)
         
Net Cash Provided by Financing Activities  818,568   4,117,056 
         
NET DECREASE IN CASH  (4,676,492  (2,226,021)
         
CASH, AT BEGINNING OF PERIOD  4,772,056   3,015,063 
         
CASH, AT END OF PERIOD $95,564  $789,042 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid for:        
Interest $8,344  $25,847 
Income Tax  371,446   276,663 
         
Net Supplemental Cash Flows $379,790  $302,510 

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
6

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 1           BASIS OF PRESENTATION

NOTE 1BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Paradise, Inc. (the “Company”) have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.


The information furnished herein reflects all adjustments and accruals that management believes is necessary to fairly state the operating results for the respective periods. The notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Form 10-K for the year ended December 31, 2010.2011. The Company’s management believes that the disclosures are sufficient for interim financial reporting purposes.


Consumer demand for glace’ fruit product is traditionally strongest during the Thanksgiving and Christmas season. Almost 80% of glace’ fruit product sales are recorded during an eight to ten week period beginning in mid September. Therefore, the operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the current year.

Certain minor reclassifications have been made to the consolidated unaudited statements of operations for the quarter ended March 31, 2011 to conform to the classifications used for the quarter ended March 31, 2012.

NOTE 2           RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2011, the FASB issued Accounting Standard Update (“ASU”) 2011-02 A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring for the purpose of measuring the impairment of old receivables and evaluating whether a troubled debt restructuring has occurred.  An entity should disclose the total amount of receivables and the allowances for credit losses as of the end of the period of adoption related to those receivables that are considered newly impaired under ASC Section 310-10-35 for which impairment was previously measured under ASC Subtopic 450-20, Contingencies – Loss Contingencies.  The ASU is effective for the Company for the interim and annual periods beginning after June 15, 2011.  The adoption of this ASU did not have an impact on the Company’s consolidated financial statements or disclosures.

NOTE 2RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued ASU 2011-04Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.The ASU expands ASC Topic 820’s existing disclosure requirements for fair value measurements and makes other amendments that could change how the fair value measurement guidance in ASC Topic 820 is applied. The ASU is effective for the Company for the interim and annual periods beginning after December 15, 2011. The adoption of this ASU isdid not expected to have an impact on the Company’s consolidated financial statements or disclosures.


In June 2011, the FASB issued ASU 2011-05Presentation of Comprehensive Income,which revises the manner in which entities present comprehensive income in their financial statements. The new guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU is effective for the Company for the interim and annual periods beginning after December 15, 2011. The adoption of this ASU isdid not expected to have an impact on the Company’s consolidated financial statements or disclosures.


Other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.


NOTE 3           NET INCOME PER SHARE

Net income

NOTE 3EARNINGS (LOSS) PER COMMON SHARE

Basic and diluted earnings (loss) per common share assuming no dilution, isare based on the weighted average number of shares outstanding during the period:  (519,600 asand assumed to be outstanding of September 30, 2011 and 519,350 as of September 30, 2010).


7


519,600. There are no dilutive securities outstanding.

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(CONTINUED)

(UNAUDITED)


NOTE 4           SHORT-TERM DEBT

On June 30, 2011, Paradise, Inc. renewed its revolving loan agreement with the Company’s current financial institution that has a maximum limit of $12,000,000 and a borrowing limit of 80% of the Company’s eligible receivables plus up to 60% of the Company’s eligible inventory.  This agreement is secured by all of the assets of the Company and matures on June 30, 2013.  Interest is payable monthly at the bank’s LIBOR rate plus 1.9% or a floor of 3%, whichever is greater.

NOTE 5           BUSINESS SEGMENT DATA

NOTE 4BUSINESS SEGMENT DATA

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


Business SegmentOperation

Operation
FruitProduction 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 PlasticsProduction of plastics containers and other molded plastics for sale to various food processors and others.

  September 30,  September 30, 
  2011  2010 
Net Sales in Each Segment      
       
Fruit:      
Sales to Unaffiliated Customers $8,700,855  $7,589,776 
         
Molded Plastics:        
Sales to Unaffiliated Customers  5,516,725   5,528,500 
         
Net Sales $14,217,580  $13,118,276 

  March 31,  March 31, 
  2012  2011 
Net Sales in Each Segment        
        
Fruit:        
Sales to Unaffiliated Customers $876,809  $557,403 
         
Molded Plastics:        
Sales to Unaffiliated Customers  2,392,061   2,061,536 
         
Net Sales $3,268,870  $2,618,939 

For the ninethree month period ended September 30,March 31, 2012 and 2011, and 2010, sales of frozen strawberry products totaled $323,495$465,887 and $192,797,$293,421, respectively.


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


The Company does not prepare operating profit or loss information on a segment basis for internal use, until the end of each year. Due to the seasonal nature of the fruit segment, management believes that it is not practical to prepare this information for interim reporting purposes. Therefore, reporting is not required by accounting principles generally accepted in the United States of America.

8


PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)


NOTE 5           BUSINESS SEGMENT DATA (CONTINUED)

  September 30,  September 30, 
  2011  2010 
Identifiable Assets of Each Segment are Listed Below:
      
       
Fruit $15,379,816  $16,619,139 
         
Molded Plastics  5,106,533   4,932,116 
         
Identifiable Assets  20,486,349   21,551,255 
         
General Corporate Assets  1,972,654   2,748,484 
         
Total Assets $22,459,003  $24,299,739 

NOTE 4BUSINESS SEGMENT DATA (CONTINUED)

  March 31,  March 31, 
  2012  2011 
Identifiable Assets of Each Segment        
are Listed Below:        
        
Fruit $9,739,581  $9,797,282 
         
Molded Plastics  5,182,183   5,144,684 
         
Identifiable Assets  14,921,764   14,941,966 
         
General Corporate Assets  6,983,651   5,829,779 
         
Total Assets $21,905,415  $20,771,745 

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.

9


buildings, and investments.

PARADISE, INC.

COMMISSION FILE NO. 0-3026

PARADISE, INC.COMMISSION FILE NO. 0-3026
PART I.FINANCIAL INFORMATION

Item 2.              Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward–Looking Statements


This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered “forward-looking statements” for the purpose of these provisions, including statements that include projections of, or expectations about, earnings, revenues or other financial items, statements about our plans and objectives for future operations, statements concerning proposed new products or services  , statements regarding future economic conditions or performance, statements concerning our expectations regarding the attraction and retention of customers, statements about market risk and statements underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of such terminology as “may”, “will”, “expects”, “potential”, or “continue”, or the negative thereof or other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Actual results and developments are likely to be different from, and may be materially different from, those expressed or implied by our forward-looking statements. Forward-looking statements are subject to inherent risks and uncertainties.


Overview


Paradise, Inc.’s main business segment, glace’ fruit, a prime ingredient of fruitcakes and other holiday confections, represented 68.1%68.9% of total net sales during 2010.2011. These products are sold to manufacturing bakers, institutional users, supermarkets and other retailers throughout the country. Consumer demand for glace’ fruit product is traditionally strongest during the Thanksgiving and Christmas season. Historically,Almost 80% of glace’ fruit product sales are recorded from theduring an eight to ten weeksweek period beginning in mid September.


Since the majority of the Company’s customers require delivery of glace’ candied fruit products during this relatively short period of time, Paradise, Inc. must operate at consistent levels of production from as early as January through the middle of November of each year in order to meet peak demand.demands. Furthermore, the Company must make substantial borrowings of short-term working capital to cover the cost of raw materials, factory overhead and labor expense associated with production for inventory. This combination of building and financing inventories during the year, without the opportunity to record any significant fruit product income, results in the generation of operating losses well into the third quarter of each year. Therefore, it is the opinion of management that any meaningful forecastforecasts of annual net sales or profit levels require analysis of a full year’s operations.


In addition, comparison of current quarterly results to the preceding quarter produces an incomplete picture on the Company’s performance due to year-to-year changes in production schedules, seasonal harvests and availability of raw materials, and in the timing of customer orders and shipments. Thus, the discussion of information presented within this report is focused on the review of the Company’s current year-to-date results as compared to the similar period last year.


Paradise’s

Paradise, Inc.’s other business segment, Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., produces producing custom molding products, that areis not subject to the seasonality of the glace’ fruit business. This segment represents all injection molding and thermoforming operations, including the packaging for the Company’s fruit products. Only sales to unaffiliated customers are reported.

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PARADISE, INC.COMMISSION FILE NO. 0-3026
PART I.FINANCIAL INFORMATION

Item 2.              Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The First Nine Months


Quarter

Paradise, Inc.’s fruit segment net sales increased 14.6% compared to the similar reporting period last year, primarily due to timing differences in the receipt of customer orders and corresponding shipping dates for delivery of the Company’s retail glace’ fruit products.  Paradise, Inc. recognizes revenue based upon shipment of goods to its customers.  Changes in shipping dates requested by retail glace’ customers between interim reporting dates will lead to fluctuations in net sales. Paradise, Inc. has been consistent in previous filings to disclose that interim filings are not reliable indicators of year-end results.  The Company must wait until all orders and re-orders for glace’ fruit products leading up and through the holiday season have been fulfilled before any determination of profitability is ascertained.


Paradise Plastics, Inc., a wholly owned subsidiary of Paradise, Inc., which is not subject to seasonal fluctuations as the glace’ fruit business, generated net sales from non-affiliated customers of $5,516,725were $876,809 for the first nine monthsquarter of 20112012 compared to $5,528,500$557,403 for the similar reporting period of 2011, representing a 57.3% increase. The primary reason for 2010.  Netthis increase was due to the sale of finished strawberry products produced exclusively for a local Plant City, Florida distributor during a short window of time in late March and early April of each year. For a negotiated fee, i.e. tolling charge, Paradise, Inc. will receive and process fresh strawberries through its facilities on behalf of this distributor. Tolling charges as of March 31, 2012 increased by 58.8% to $465,887 compared to $293,421 as of March 31, 2011. Paradise, Inc.’s other fruit segment sales during the first quarter of 2012 are primarily comprised of bulk fruit orders received and shipped to supermarkets and manufacturing bakeries leading up to and through the thirdtraditional Easter holiday season.

Paradise Plastics, Inc.’s sales to unaffiliated customers for the first quarter of 2011 remained consistent with2012 increased to $2,392,061 compared to $2,061,536 for the similar reporting period for 2010of 2011, representing a 16.0% increase. Plastics sales continued to improve as increased orders from industries as diverse as medical supplies, food processing and aerospace offset decreases in plastics orders received from industries relatedand shipped to existing long-term customers within the housing market.


commercial and home construction industry have increased over the past several quarters. In addition, as previously reported, management’s effort to expand plastics sales to other markets, such as electronics, military and medical technologies have been successful in offsetting the slowdown in the industry over the past several years.

Consolidated cost of sales as a percentage of net sales increased 1.0% during the first nine months of 2011 compared to the similar reporting period for 2010 as increases in the cost of raw fruit commodities and freight-in expenses absorbed from the Paradise, Inc.’s suppliers outpaced the Company’s ability to past these increases to its customers.  Inventory as of September 30, 2011 decreased $1,292,048 compared to inventory levels as of September 30, 2010. This continues a trend in the Company’s effort to reduce its overall inventory position as Paradise, Inc. finances the majority of its raw materials with short-term borrowing from its revolving  line of credit.  For the nine months ended September 30, 2011, interest expense incurred related to inventory purchases equaled $8,344 compared to $25,847 for the similar reporting period for 2010.


Selling, general & administrative expenses10.7% for the first nine monthsquarter of 2011 increased 2.5%  compared to the previous year’s reporting period as freight out expenses related to the delivery of the Company’s glace’ fruit orders outpaced savings generated in administrative payroll and related employee benefits.
Depreciation and amortization expenses decreased $38,952 or 7.3% for the first nine months of 20112012 compared to the similar reporting period of 20102011. However, with more than 95% of the Company’s glace’ fruit production yet to commence as fixed assets that became fully depreciatedof March 31, 2012, no reasonable estimate or trend in cost of sales may be developed for the current quarterly filing.

Selling, general & administrative expenses totaled $805,525 for the first quarter of 2012 compared to $805,860 for the similar reporting period of 2011 as increases in cost to attend various trade shows were offset by decreases in expenses related to professional fees for legal and audit services.

Other Significant Items

Other Income for the first quarter of 2012 totaled $76,844 and was primarily related to sales of recycled plastics materials. In comparison, for the similar reporting period of 2011, Other Income totaled $154,069. This amount, as previously filed in the Company’s first quarter filing for 2011, was related to the receipt of $150,000 from a former supplier to settle a disagreement dating back to September, 2004. All legal expenses incurred by Paradise, Inc. to settle this matter were paid during the past twelve months exceededfirst quarter of 2011.

Inventory as of March 31, 2012 was $8,725,068 compared to $8,274,839 representing an increase of $450,229 or 5.4% and is primarily due to a timing difference as the amountreceipt of new assets placed into service.


various raw fruit materials were received in March of 2012 compared to April of 2011.

PARADISE, INC.

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PART I.FINANCIAL INFORMATION

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Other Significant Items (Continued)

We finance our ongoing operations primarily with cash provided by our operating activities. Our principal sources of liquidity are our cash flows provided by operating activities, our existing cash, and a line of credit facility. At March 31, 2012 and December 31, 2011, we had $5.5 million and $7.5 million, respectively, in cash. Additionally, we have a revolving line of credit with a maximum limit of $12 million and a borrowing limit of 80% of the Company’s eligible receivables plus 50% of the Company’s eligible inventory, of which $631,230 and $313,246 was outstanding at March 31, 2012 and December 31, 2011, respectively. The line of credit agreement expires in June 2013. Net cash used in operating activities decreased from $848,091 for the quarter ended March 31, 2011 to $2,242,776 for the quarter ended March 31, 2012. The primary reasons for this decrease are as follows; income tax payments made during the first quarter of 2012 were $280,000 greater than the first quarter of 2011; payments for the purchase of inventory increased $300,296 and the timing of Accounts Receivable payments received from Paradise, Inc.’s customers during the first quarter of 2012 were $925,365 less than the similar reporting period of 2011. Net cash provided by financing activities decreased from $614,017 for the quarter ended March 31, 2011 to $317,984 for the quarter ended March 31, 2012. This change is primarily due to timing of pineapple purchases.

Summary


Paradise, Inc.’s consolidated net sales increased 8.4% for the first ninethree months of 2011ended March 31, 2012 totaled $3,268,870 compared to $2,618,939 for the similar reporting period of 2011, representing an increase of $649,931. This increase is the result of the following three factors. First, tolling fees earned for 2010the processing of various strawberry products on behalf of a local Florida distributor increased $172,466. Secondly, gross bulk fruit sales to manufacturing bakeries and supermarkets increased $81,135 and thirdly, plastics sales continued to rebound from the recent downturn in the housing market increased $330,525. However, as timing differences resultedmentioned in a greater amountall previous first quarter filings, with less than 5% of purchase orders received and shipped foranticipated annual glace’ fruit orders from existing long term customers during September, 2011  compared to October, 2010.  However, with more than 80% of Paradise, Inc.’s annual fruit segment net sales scheduledyet to commence in mid September and continue throughoutbe realized as of the fourth quarterdate of 2011,this filing, no meaningfulreasonable estimate or forecast of consolidated financial analysisperformance may be developed fromdetermined at this interim filing.  As stated in previous interim filings, only a full year’s reporting will provide the necessary information to determine the Company’s profitability.

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PARADISE, INC.COMMISSION FILE NO. 0-3026
PART I.  FINANCIAL INFORMATION

Item 2.              Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

time.

Critical Accounting Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make assessments, estimates and assumptions that affect the amounts reported in the consolidated financial statements. We evaluate the accounting policies and estimates used to prepare the consolidated financial statements on an ongoing basis. Critical accounting estimates are those that require management’s most difficult, complex, or subjective judgments and have the most potential to impact our financial position and operating results. For a detailed discussion of our critical accounting estimates, see our Annual Report on Form 10-K for the year ended December 31, 2010.2011. There have been no material changes to our critical accounting estimates during the ninethree months ended September 30, 2011.March 31, 2012.

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PARADISE, INC.

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PART I.FINANCIAL INFORMATION

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Recently Issued Accounting Pronouncements


In April 2011, the FASB issued new guidance for the purpose of measuring the impairment of old receivables and evaluating whether a troubled debt restructuring has occurred.  An entity should disclose the total amount of receivables and the allowances for credit losses as of the end of the period of adoption related to those receivables that are considered newly impaired under the new guidance for which impairment was previously measured under previously authoritative guidance.  The guidance is effective for us for the interim and annual periods beginning after June 15, 2011.  The adoption of this guidance did not have an impact on our operations.

In May 2011, the FASB issued new guidance that expands existing disclosure requirements for fair value measurements and makes other amendments that could change how the fair value measurement guidance is applied. The guidance is effective for us for the interim and annual periods beginning after December 15, 2011. The adoption of this guidance isdid not expected to have an impact on our operations.


us.

In June 2011, the FASB issued new guidance that revises the manner in which entities present comprehensive income in their financial statements. The new guidance requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The guidance is effective for us for the interim and annual periods beginning after December 15, 2011. The adoption of this guidance isdid not expected to have an impact on our operations.


us.

We do not believe that other recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the Securities and Exchange Commission will have a material impact on the Company’s present or future consolidated financial statements.

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PART I.Item 3.  FINANCIAL INFORMATIONQuantitative and Qualitative Disclosure and Market Risk – N/A

Item 3.              Quantitative and Qualitative Disclosure and Market Risk – N/A

Item 4.              Controls and Procedures

Item 4.Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have, within 90 days of the filing date of this quarterly report, evaluated the Company’s disclosure controls and procedures. Based on their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded, as of September 30, 2011,March 31, 2012, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the applicable Securities and Exchange Commission rules and forms. During the year ended December 31, 2010, the Company identified a weakness in internal control over the timing of issuing credit memos for products returned into inventory. Procedures were established during the nine monthsquarter ended September 30,March 31, 2011 to ensure the timeliness of issuing credit memos when products are returned. There were no other changes in the Company’s internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The most recent evaluation of these controls by the Company’s Chief Executive Officer and Chief Financial Officer did not identify any additional deficiencies or weaknesses in the Company’s internal controls over financial reporting; therefore, no corrective actions were taken.

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PARADISE, INC.COMMISSION FILE NO. 0-3026PART II.OTHER INFORMATION

PART II.            OTHER INFORMATION

Item 1.                Legal Proceedings – N/A

Item 1A.             Risk Factors – N/A

Item 2.                Unregistered Sales of Equity Securities and Use of Proceeds – N/A

Item 3.                Defaults Upon Senior Securities – N/A

Item 4.                Submission of Matters to a Vote of Security Holders – N/A

Item 5.                Other Information – N/A

Item 1.Legal Proceedings – N/A

Item 1A.Risk Factors – N/A

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds – N/A

Item 3.Defaults Upon Senior Securities – N/A

Item 4.Mine Safety Disclosures – N/A

Item 5.Other Information – N/A

Item 6.                Exhibits and Reports on Form 8-K

(a)Item 6.Exhibits and Reports on Form 8-K

Exhibit(a)Exhibits

NumberExhibit
Number
Description

31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

(b)Reports on Form 8-K.

None.

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SIGNATURES


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


 PARADISE, INC.  
 A Florida Corporation  
    
 /s/ Melvin S. GordonDate:    Date:November 14, 2011May 15, 2012
 Melvin S. Gordon  
 Chief Executive Officer and Chairman  
 
    
 /s/ Jack M. LaskowitzDate:    Date:November 14, 2011May 15, 2012
 Jack M. Laskowitz  
 Chief Financial Officer and Treasurer  

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