FORM 10-Q

______________

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q
______________
x          Quarterly report pursuant to section 13 or 15(d) of the Securities Act of 1934.

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

For the quarterly period ended September 30, 2013

March 31, 2014

or

¨           Transition report pursuant to section 13 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 web site, if any, every Interactive data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨

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

Large accelerated filer¨¨Accelerated filer
¨
 
Non-accelerated filer
¨
Smaller reporting company
x

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

The number of shares outstanding of each of the issuer’s classes of common stock as of November 14, 2013May 15, 2014 was 519,600 shares.

PARADISE, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013

MARCH 31, 2014

INDEX

PAGE
ITEM 1.
CONSOLIDATED BALANCE SHEETS:
Assets
   
 As of September 30, 2013 (Unaudited), December 31, 2012 and September 30, 2012 (Unaudited)ITEM 1.
CONSOLIDATED BALANCE SHEETS:2
   
   
 As of September 30, 2013March 31, 2014 (Unaudited), December 31, 20122013 and September 30, 2012March 31, 2013 (Unaudited)2
Liabilities and Stockholders’ Equity
As of March 31, 2014 (Unaudited), December 31, 2013 and March 31, 2013 (Unaudited)3
   
For the three-month periods ended September 30, 2013 and 20124
   
 For the nine-monththree-month periods ended September 30,March 31, 2014 and 2013 and 20124
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED):5
   
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED):
For the nine-monththree-month periods ended September 30,March 31, 2014 and 2013 and 201265
   
7698
   
1091312
   
12
ITEM 4.
CONTROLS AND PROCEDURES12
PART II.OTHER INFORMATION
ITEMS 1 – 6.13
   
CONTROLS AND PROCEDURES
13
PART II.
OTHER INFORMATION
ITEMS 1 – 6.
14

 
SIGNATURES
15

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

PART I.FINANCIAL INFORMATION

Item 1.       Financial Statements
Item 1.Financial Statements

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

  AS OF    AS OF 
  SEPTEMBER 30, AS OF SEPTEMBER 30, 
  2013 DECEMBER 31, 2012 
  (UNAUDITED) 2012 (UNAUDITED) 
ASSETS          
           
CURRENT ASSETS:          
           
Cash $301,648 $6,384,087 $78 
Accounts Receivable,          
Less, Allowances of $0 (09/30/13),          
$1,562,556 (12/31/12) and $0 (09/30/12)  7,361,779  1,893,160  8,087,910 
Inventories:          
Raw Materials and Supplies  3,253,143  2,499,430  3,627,009 
Work in Process  313,891  561,043  390,446 
Finished Goods  9,071,019  5,795,906  7,645,579 
Deferred Income Tax Asset  152,250  152,250  234,912 
Income Tax Receivable  196,526  225,794  - 
Prepaid Expenses and Other Current Assets  480,522  296,728  480,835 
           
Total Current Assets  21,130,778  17,808,398  20,466,769 
           
Property, Plant and Equipment,          
Less, Accumulated Depreciation of          
$18,801,658 (09/30/13), $18,454,410 (12/31/12)          
and $18,860,033 (09/30/12)  3,838,876  3,946,124  4,036,833 
Goodwill  413,280  413,280  413,280 
Customer Base and Non-Compete Agreement  345,333  439,747  471,219 
Other Assets  322,365  281,935  233,205 
           
TOTAL ASSETS $26,050,632 $22,889,484 $25,621,306 

  AS OF     AS OF 
  MARCH 31,  AS OF  MARCH 31, 
  2014  DECEMBER 31,  2013 
  (UNAUDITED)  2013  (UNAUDITED) 
         
ASSETS            
             
CURRENT ASSETS:            
             
Cash $5,422,923  $5,916,366  $4,816,706 
Accounts Receivable, Less, Allowances of $0 (03/31/14), $897,546 (12/31/13) and $0 (03/31/13)  1,467,021   2,369,321   1,742,535 
Inventories:            
Raw Materials and Supplies  3,939,450   1,971,689   4,304,019 
Work in Process  8,171   993,061   108,946 
Finished Goods  6,650,341   5,873,048   6,417,458 
Income Tax Receivable  387,129   279,219   360,248 
Deferred Income Tax Asset  330,198   330,198   152,250 
Prepaid Expenses and Other Current Assets  225,966   304,812   150,948 
             
Total Current Assets  18,431,199   18,037,714   18,053,110 
             
Property, Plant and Equipment,            
Less, Accumulated Depreciation of $17,525,130 (03/31/14), $17,410,823 (12/31/13) and $18,569,676 (03/31/13)  3,725,073   3,816,928   3,984,192 
Goodwill  413,280   413,280   413,280 
Customer Base and Non-Compete Agreement  282,391   313,862   408,276 
Other Assets  291,384   283,979   253,477 
             
TOTAL ASSETS $23,143,327  $22,865,763  $23,112,335 

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

2

  AS OF    AS OF 
  SEPTEMBER 30, AS OF SEPTEMBER 30, 
  2013 DECEMBER 31, 2012 
  (UNAUDITED) 2012 (UNAUDITED) 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
CURRENT LIABILITIES:          
           
Short Term Debt $2,672,593 $515,866 $2,592,084 
Accounts Payable  867,153  375,067  1,261,334 
Accrued Liabilities  794,156  1,093,698  774,814 
Income Taxes Payable  -  -  187,777 
           
Total Current Liabilities  4,333,902  1,984,631  4,816,009 
           
Deferred Income Tax Liability  272,063  272,063  165,891 
           
Total Liabilities  4,605,965  2,256,694  4,981,900 
           
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  20,254,165  19,442,288  19,448,904 
Treasury Stock, at Cost,          
63,494 Shares  (273,219)  (273,219)  (273,219) 
           
Total Stockholders’ Equity  21,444,667  20,632,790  20,639,406 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $26,050,632 $22,889,484 $25,621,306 
3

PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
  FOR THE THREE MONTHS ENDED 
  SEPTEMBER 30, 
  2013 2012 
        
Net Sales $9,538,239 $9,994,865 
        
Costs and Expenses:       
Cost of Goods Sold  6,756,355  7,023,493 
Selling, General and Administrative Expense  1,189,986  1,199,859 
Amortization Expense  35,971  35,971 
Interest Expense  6,002  3,304 
        
Total Costs and Expenses  7,988,314  8,262,627 
        
Income from Operations  1,549,925  1,732,238 
        
Other Income (Loss)  283,416  (35,771) 
        
Income from Operations Before Provision for Income Taxes  1,833,341  1,696,467 
        
Provision for Income Taxes  676,244  644,654 
        
Net Income $1,157,097 $1,051,813 
        
Income per Common Share (Basic and Diluted) $2.23 $2.02 
        
Dividend per Common Share $0.00 $0.00 

  AS OF    AS OF 
  MARCH 31,  AS OF  MARCH 31, 
  2014  DECEMBER 31,  2013 
  (UNAUDITED)  2013  (UNAUDITED) 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY           
             
CURRENT LIABILITIES:            
             
Short Term Debt $359,545  $-  $799,786 
Accounts Payable  1,059,420   308,319   1,324,236 
Accrued Expenses  309,487   923,540   385,953 
             
Total Current Liabilities  1,728,452   1,231,859   2,509,975 
             
DEFERRED INCOME TAX LIABILITY  297,094   297,094   272,063 
             
Total Liabilities  2,025,546   1,528,953   2,782,038 
             
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  19,927,279   20,146,308   19,139,795 
Treasury Stock, at Cost,  63,494 Shares  (273,219)  (273,219)  (273,219)
             
Total Stockholders’ Equity  21,117,781   21,336,810   20,330,297 
             
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $23,143,327  $22,865,763  $23,112,335 

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

4

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

  FOR THE NINE MONTHS ENDED 
  SEPTEMBER 30, 
  2013 2012 
        
Net Sales $15,315,053 $15,848,256 
        
Costs and Expenses:       
Cost of Goods Sold  11,232,573  11,325,394 
Selling, General and Administrative Expense  2,888,544  2,816,946 
Amortization Expense  107,914  107,914 
Interest Expense  6,002  3,304 
        
Total Costs and Expenses  14,235,033  14,253,558 
        
Income from Operations  1,080,020  1,594,698 
        
Other Income  322,227  34,894 
        
Income from Operations Before Provision for Income Taxes  1,402,237  1,629,592 
        
Provision for Income Taxes  512,427  619,241 
        
Net Income $889,820 $1,010,351 
        
Income per Common Share (Basic and Diluted) $1.71 $1.94 
        
Dividend per Common Share $0.15 $0.20 

  FOR THE THREE MONTHS ENDED 
  MARCH 31, 
  2014  2013 
      
       
Net Sales $3,100,755  $3,061,604 
         
Costs and Expenses:        
Cost of Goods Sold  2,477,260   2,601,379 
Selling, General and Administrative Expense  897,559   884,858 
Amortization Expense  35,971   35,971 
         
Total Costs and Expenses  3,410,790   3,522,208 
         
Loss from Operations  (310,035)  (460,604)
         
Other Income  40,262   101,600 
         
Loss Before Income Taxes  (269,773)  (359,004)
         
Income Tax Benefit  107,910   134,454 
         
Net Loss $(161,863) $(224,550)
         
Loss per Common Share (Basic and Diluted) $(0.31) $(0.43)
         
Dividend per Common Share $0.11  $0.15 

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

4
5

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  FOR THE NINE MONTHS ENDED 
  SEPTEMBER 30, 
  2013 2012 
CASH FLOWS FROM OPERATING ACTIVITIES:       
Net Income $889,820 $1,010,351 
Adjustments to Reconcile Net Income to       
Net Cash Used in Operating Activities:       
Depreciation and Amortization  455,162  461,982 
(Increase) Decrease in:       
Accounts Receivable  (5,468,619)  (5,508,548) 
Inventories  (3,781,674)  (5,466,517) 
Prepaid Expenses  (183,794)  (185,422) 
Other Assets  (53,933)  (24,847) 
Income Tax Receivable  29,268  - 
Increase (Decrease) in:       
Accounts Payable  492,086  902,485 
Accrued Expense  (299,542)  (443,475) 
Income Taxes Payable  -  (182,901) 
        
Net Cash Used in Operating Activities  (7,921,226)  (9,436,892) 
        
CASH FLOWS FROM INVESTING ACTIVITIES:       
Purchase of Property and Equipment  (240,000)  (206,856) 
        
Net Cash Used in Investing Activities  (240,000)  (206,856) 
        
CASH FLOWS FROM FINANCING ACTIVITIES:       
Net Proceeds from Short-Term Debt  2,156,727  2,278,838 
Dividends Paid  (77,940)  (103,920) 
        
Net Cash Provided by Financing Activities  2,078,787  2,174,918 
        
NET DECREASE IN CASH  (6,082,439)  (7,468,830) 
        
CASH, AT BEGINNING OF PERIOD  6,384,087  7,468,908 
        
CASH, AT END OF PERIOD $301,648 $78 
        
SUPPLEMENTAL CASH FLOW INFORMATION:       
Cash paid for:       
        
Interest $6,002 $3,304 
        
Income Taxes $483,159 $802,142 

  FOR THE THREE MONTHS ENDED 
  MARCH 31, 
  2014  2013 
      
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net Loss $(161,863) $(224,550)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:        
Depreciation and Amortization  150,277   151,237 
Decrease (Increase) in:        
Accounts Receivable  902,300   150,625 
Inventories  (1,760,164)  (1,974,044)
Prepaid Expenses and Other Current Assets  78,846   145,778 
Income Tax Receivable  (107,910)  (134,454)
Other Assets  (11,907)  23,958 
Increase (Decrease) in:        
Accounts Payable  751,093   949,169 
Accrued Liabilities  (671,209)  (785,685)
         
Net Cash Used in Operating Activities  (830,537)  (1,697,966)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of Property and Equipment  (22,451)  (153,335)
         
Net Cash Used in Investing Activities  (22,451)  (153,335)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Net Proceeds from Short Term Debt  359,545   283,920 
         
Net Cash Provided by Financing Activities  359,545   283,920 
         
NET DECREASE IN CASH  (493,443)  (1,567,381)
         
CASH, AT BEGINNING OF PERIOD  5,916,366   6,384,087 
         
CASH, AT END OF PERIOD $5,422,923  $4,816,706 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Cash paid for:        
Income Tax $-  $- 
         
Noncash financing activity:        
Dividends Declared $57,156  $77,940 

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

5
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 allonly the adjustments and accruals of a normal recurring nature that management believes areis 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, 2012.2013. 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%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 ninethree months ended September 30, 2013March 31, 2014 are not necessarily indicative of the results that may be expected for the current year.

Certain minor reclassifications have been made to the consolidated unaudited financial statements for the quarter ended September 30, 2012 to conform to the classifications used for the quarter ended September 30, 2013.

NOTE 2          RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
NOTE 2RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company’s management does not believe that any 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 3          INCOME PER COMMON SHARE

NOTE 3LOSS PER COMMON SHARE

Basic and diluted incomeloss per common share isare based on the weighted average number of shares outstanding and assumed to be outstanding of 519,600.519,600. There are no dilutive securities outstanding.

7

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 4          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 Segment 
Business Segment
Operation
   
Fruit
Production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users, and retailers for use in home baking.  Also, based on market conditions, the processing of frozen strawberry products, for sale to commercial and institutional users such as preservers, dairies, drink manufacturers, etc.
   
Molded PlasticsProduction of plastics containers and other molded plastics for sale to various food processors and others.
  Three months ended Three months ended 
  September 30, September 30, 
  2013 2012 
Net Sales in Each Segment       
        
Fruit:       
Sales to Unaffiliated Customers $7,884,362 $8,412,222 
        
Molded Plastics:       
Sales to Unaffiliated Customers  1,653,877  1,582,643 
        
Net Sales $9,538,239 $9,994,865 
  Nine months ended Nine months ended 
  September 30, September 30, 
  2013 2012 
Net Sales in Each Segment       
        
Fruit:       
Sales to Unaffiliated Customers $9,099,865 $9,646,744 
        
Molded Plastics:       
Sales to Unaffiliated Customers  6,215,188  6,201,512 
        
Net Sales $15,315,053 $
15,848,256
 

  March 31,  March 31, 
  2014  2013 
      
Net Sales in Each Segment        
         
Fruit:        
Sales to Unaffiliated Customers $818,613  $824,737 
         
Molded Plastics:        
Sales to Unaffiliated Customers  2,282,142   2,236,867 
         
Net Sales $3,100,755  $3,061,604 

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.

7
8

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 4          BUSINESS SEGMENT DATA (CONTINUED)
  September 30, September 30, 
  2013 2012 
Identifiable Assets of Each Segment are Listed Below:       
        
Fruit $19,589,588 $19,310,400 
        
Molded Plastics  4,404,647  4,629,462 
        
Identifiable Assets  23,994,235  23,939,862 
        
General Corporate Assets  2,056,397  1,681,444 
        
Total Assets $26,050,632 $
25,621,306
 

NOTE 4BUSINESS SEGMENT DATA (CONTINUED)

  March 31,  March 31, 
  2014  2013 
      
Identifiable Assets of Each Segment are Listed Below:        
         
Fruit $10,919,669  $11,106,540 
         
Molded Plastics  4,888,865   5,605,977 
         
Identifiable Assets  15,808,534   16,712,517 
         
General Corporate Assets  7,334,793   6,399,818 
         
Total Assets $23,143,327  $23,112,335 

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


NOTE 5OTHER ISSUES
As reported in the 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 lessor 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%.
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 Operations. 
9

buildings.

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

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

Overview

Paradise, Inc.’s main business segment, glace’ fruit, a prime ingredient of fruitcakes and other holiday confections, represented 67.7%65.6 % of total net sales for the previous year of 2012.during 2013. These products are sold to manufacturing bakers, institutional users, supermarkets and other retailers throughout the country. Consumer demand for glace’ fruit product is traditionally strongest during the Thanksgiving and Christmas season. Almost 80% of glace’ fruit product sales are recorded 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 demands. Furthermore, the Company must make substantial borrowings of short-term working capital to cover the cost of raw materials, factory overhead and labor expense associated with production for inventory. This combination of building and financing inventories during the year, without the opportunity to record any significant fruit product income, results in the generation of operating losses well into the third quarter of each year. Therefore, it is the opinion of management that meaningful forecasts of annual net sales or profit levels require analysis of a full year’s operations.

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

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

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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)

PART I.FINANCIAL INFORMATION

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

The First Nine MonthsQuarter

Paradise, Inc.’s fruit segment net sales of $818,613 for the first nine monthsquarter of 2013 decreased 5.7% to $9,099,865 compared to $9,646,744 for the similar nine months reporting period of 2012. This decrease is due to timing differences in the receipt of customers’ orders and the corresponding shipping dates for delivery of the Company’s retail glace’ fruit products. Specifically, several major customers have delayed their orders into October of 2013 as compared to September of 2012. Paradise, Inc.’s management has consistently disclosed that interim filings are not reliable financial indicators of year-end performance. Only a full year’s accounting which removes the timing issue from the seasonal sale of glace’ fruit will provide the necessary financial information to determine the Company’s overall success. 

Paradise Plastics, Inc.’s2014 were relatively consistent with net sales to unaffiliated customers during the first nine months of 2013, $6,215,188 remained consistent with$824,737 for the similar reporting period of 2012, $6,201,5122013. The fruit segment has two primary products for sale during the first quarter of the year. The main product is bulk fruit with sales to supermarkets and manufacturing bakeries leading up to and through the traditional Easter holiday season. Gross sales of bulk fruit orders received and shipped as of March 31, 2014 decreased to $560,324 as of March 31, 2014 compared to $627,580 as of March 31, 2013 as several buyers moved their shipment dates into the second quarter of 2014. The Company’s accounting policy is to only recognize revenue upon shipment. The other product for sale in the first quarter, strawberry items, are produced for a local distributor. As in previous years for a negotiated price (i.e. tolling fee), Paradise, Inc. will receive and process fresh strawberries through its facilities on behalf of this distributor. With favorable conditions present during the first quarter ending March 31, 2014, gross sales increased demand for plastics products relatedto $311,330 from $195,763 compared to the housing marketsimilar reporting period of 2013.

Paradise Plastics, Inc.’s gross sales to unaffiliated customers for the first quarter of 2014 were $2,282,142 compared to $2,236,867 for the similar reporting period of 2013, representing a 2.0% increase. Additional demand from existing long-term customers within the commercial and home construction industry continued to offsetincrease, offsetting a decline in injection molding customer orders received and shipped during the salesfirst quarter of custom molding injection orders. As mentioned in the second quarter filing of this year, the Company is assisting one of its long term customers in transitioning into a new custom mold in order to comply with the changing requirements of one of their clients. While Paradise and its customer continue to work together in developing and testing of a prototype mold that will meet the requirements of their client, no estimated date of completion can be stated as of the date of this filing.

2014.

Consolidated cost of sales as a percentage of netgross sales increased 1.9% duringdecreased 5.1% for the first nine monthsquarter of 20132014 compared to the similar reporting period of 2012. As reported2013. The primary reason for this change was related to an increase in previous filings this year,the number of strawberries processed during the first quarter of 2014. Paradise, Inc. received and processed approximately 2.8 million less3,490,373 pounds of strawberries through its facilitiescompared to 2,943,627 pounds for the first quarter of 2013. As the amount of factory overhead is relatively fixed during the first six monthsquarter of the year, an increase in production of any raw materials into finished goods will yield a higher gross margin and a corresponding lower cost of sales. However, with more than ninety-five percent (95%) of the Company’s annual production of glace’ fruit yet to commence, it is too early to project or forecast any realistic changes in cost of sales for 2014.

Selling, general & administrative expenses increased 1.4% to $897,559 for the first quarter of 2014 compared to $884,858 for the similar reporting period of 2013 as increases in health care premiums outpaced savings in areas such as travel and advertising expenses.

Other Significant Items

Other Income for the first quarter of 2014 totaled $40,262 compared to $101,600 for the similar reporting period of 2013. Other Income is periodic sales of recycled plastics materials along with changes in the cash surrender value of two insurance policies owned by the company on behalf of two senior executives.

Inventory as of March 31, 2014 was $10,597,962 compared to $10,830,423 representing a decrease of $223,461 as shipments from suppliers of raw fruit commodities, which may fluctuate based upon many factors common to agricultural products, were received in lesser quantity during the first quarter of 2014 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. This reduction in the amount of raw fruit materials processed resulted in a higher percentage of cost of sales. 

Selling, general and administrative expenses for the first nine months of 2013 increased 2.5% compared to the previous year’s reporting period of 2012. The increase is attributable to a more concentrated effort to promote the Company’s full line of glace’ fruit products including dried fruit snacks via food and trade shows during the second and third quarters of 2013.
Paradise, Inc.’s interest expense on its revolving line of credit for the nine months ended September 30, 2013 was $6,002 compared to $3,304 for September 30, 2012. As reported in previous filings, Paradise, Inc. renewed its revolving line of credit on June 23, 2013 for a two year period. 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 lessor of $6,000,000 or 50% of the Company’s eligible 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%.
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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)

PART I.FINANCIAL INFORMATION

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

Other Significant Items (Continued)

Other Income

Short Term Debt and Accounts Payable combined balances as of March 31, 2014 totaled $1,418,965 compared to $2,124,022 for the nine months ended September 30, 2013 was $322,227 compared to $34,894similar reporting period for the nine months ended September 30, 2012. As mentioned in previous filings, 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 Operations. 

Inventory as of September 30, 2013 totaled $12,638,053 compared to $11,663,034 as of September 30, 2012. The increase of $975,019 is primarily due2013. These two accounts are related to the fact that, several major glace’ fruit customers have moved their ordering requirements to Octoberlesser amount of 2013 compared to September, 2012.
Paradise, Inc. financesinventory on hand at March 31, 2014 as referenced in the preceding paragraph.

We finance our ongoing operations primarily with cash provided by our operating activities which are seasonal in nature.activities. Our principal sources of liquidity are our cash flows provided by operating activities, our existing cash, and a line of credit facility. At September 30, 2013March 31, 2014 and December 31, 2012,2013, we had $301,648$5.4 million and $6,384,087,$5.9 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 up to 50% of the Company’s eligible inventory from January 1 to May 31 and 60% from June 1 to December 31 of the Company’s eligible inventory,each year, of which $2,602,601$0 was outstanding at September 30, 2013March 31, 2014 and $0 at December 31, 2012.2013. Within this agreement, there are letters of credit with a limit of $1,200,000, of which $69,992$359,545 was outstanding at September 30, 2013March 31, 2014 and $515,866$0 at December 31, 2012.2013. The line of credit agreement expires inon June 23, 2015. Net cash used in operating activities decreased to $7,921,226from $1,697,966 for the nine monthsquarter ended September 30,March 31, 2013 compared to $9,436,892$830,537 for the nine monthsquarter ended September 30, 2012.March 31, 2014. The primary reasonsreason for this decrease are as follows; income taxis due to Accounts Receivable payments madereceived from Paradise, Inc.’s customers during the first nine months for 2013quarter of 2014 were $319,983 less$751,675 more than the first nine monthssimilar reporting period of 2012 as well as payments2013. Lastly, net cash provided by financing activities increased from $283,920 for the purchasequarter ended March 31, 2013 to $359,545 for the quarter ended March 31, 2014 due to timing of inventory decreased $1,684,843. 

payments on letters of credit.

Summary

Paradise, Inc.’s consolidated net sales decreased $533,203 representing a decline of 3.4% for the first ninethree months of 2013ended March 31, 2014 totaled $3,100,755 compared to $3,061,604 for the similar reporting period of 2012. This decrease is primarily timing in nature as several existing glace’ fruit customers deferred their orders to the beginning2013, representing an increase of the fourth quarter of 2013 compared to the third quarter of 2012. 

1.3%. However, as mentioned and disclosed in all previous interimfirst quarter filings, duewith less than 5% of anticipated annual glace’ fruit net sales yet to the highly seasonal naturebe realized as of the Company’s primary product, glace’ fruit,date of this filing, no meaningfulreasonable estimate or forecast of consolidated financial analysisperformance may be developed from Paradise, Inc.’s interim reporting results. Only a full year’s accounting of revenue and expenses will provide the necessary information to determine the Company’s financial performance.
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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)
determined at this 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, 2012.2013. There have been no material changes to our critical accounting estimates during the ninethree months ended September 30, 2013.March 31, 2014.

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PARADISE, INC.COMMISSION FILE NO. 0-3026

PART I.FINANCIAL INFORMATION

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

Recently Issued Accounting Pronouncements

The Company’s management does not believe that any recent codified pronouncements by the Financial Accounting Standards Board (“FASB”) (including its EITF), the AICPA or the Securities and Exchange Commission will have a material impact on the Company’s current or future consolidated financial statements.

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

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

Item 4.          Controls and Procedures
Item 4.Controls and Procedures

As of September 30, 2013,March 31, 2014, our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, and they have concluded that we maintain effective disclosure controls and procedures. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2013.

March 31, 2014.

Disclosure controls and procedures mean the methods designed to ensure that information that the Company is required to disclose in the reports that it files with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required. Our controls and procedures are designed to ensure that all information required to be disclosed is accumulated and communicated to our management to allow timely decisions regarding disclosure. During June 2013, we identified a material weakness in our internal controls over the interim period review of data input into the Company’s inventory system. Effective immediately after this discovery, additional procedures were established, which strengthened internal control and remediated the material weakness. Our controls and procedures are also designed to provide reasonable assurance of the reliability of our financial reporting and accurate recording of our financial transactions.

A control system, however well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. There are inherent limitations in all control systems, and no evaluation of controls can provide absolute assurance that all control gaps or instances of fraud have been detected. These inherent limitations include the realities that the judgments in decision-making can be faulty, and that simple errors or mistakes can occur.

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PARADISE, INC.COMMISSION FILE NO. 0-3026
PART II.      OTHER INFORMATION
Item 1.          Legal Proceedings – N/A
Item 1A.       Risk Factors – N/A
Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds – N/A
Item 3.          Defaults Upon Senior Securities – N/A
Item 4.          Mine Safety Disclosures – N/A
Item 5.          Other Information – N/A
Item 6.          Exhibits and Reports on Form 8-K
(a)      Exhibits

PART II.OTHER INFORMATION

Item 1.Legal Proceedings – N/A

Item 1A.Risk Factors – N/A

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

Item 3.Defaults Upon Senior Securities – N/A

Item 4.Mine Safety Disclosures – N/A

Item 5.Other Information – N/A

Item 6.Exhibits

Exhibit
Number
Description
   
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1 Certification of Chief Executive Officer pursuant to Section 906  of the Sarbanes-Oxley Act of 2002
   
32.2 Certification of Chief Financial Officer pursuant to Section 906  of the Sarbanes-Oxley Act of 2002
(b)    Reports on Form 8-K.
None.
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PARADISE, INC.COMMISSION FILE NO. 0-3026

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:November 14, 2013May 15, 2014
 Melvin S. Gordon  
 Chief Executive Officer and Chairman  
    
 
/s/ Jack M. LaskowitzDate:November 14, 2013May 15, 2014
 
Jack M. Laskowitz
  
 Chief Financial Officer and Treasurer  

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