Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 19, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | PARADISE INC | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0000076149 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | PARF | |
Entity Common Stock, Shares Outstanding | 519,600 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
CURRENT ASSETS: | |||
Cash | $ 2,357,595 | $ 8,036,052 | $ 2,569,673 |
Less, Allowances of $203,277 (06/30/19), $1,000,826 (12/31/18) and $0 (06/30/18) | 905,559 | 1,993,564 | 857,674 |
Inventories: | |||
Raw Materials | 9,251,284 | 6,509,732 | 10,450,641 |
Work in Process | 460,237 | 885,655 | 377,973 |
Supplies | 203,562 | 203,562 | 194,346 |
Finished Goods | 4,012,623 | 1,732,584 | 3,935,679 |
Income Tax Receivable | 801,670 | 175,042 | 698,131 |
Prepaid Expenses and Other Current Assets | 313,170 | 257,949 | 455,555 |
Total Current Assets | 18,305,700 | 19,794,140 | 19,539,672 |
Less, Accumulated Depreciation of $19,657,266 (06/30/19), $19,455,531 (12/31/18) and $19,251,118 (06/30/18) | 4,024,249 | 4,126,848 | 4,400,099 |
Goodwill | 0 | 413,280 | 413,280 |
Deferred Income Taxes | 126,084 | 126,084 | 0 |
Other Assets | 447,142 | 323,390 | 369,300 |
TOTAL ASSETS | 22,903,175 | 24,783,742 | 24,722,351 |
CURRENT LIABILITIES: | |||
Short Term Debt | 382,210 | 284,016 | 543,310 |
Accounts Payable | 1,048,649 | 931,424 | 1,379,817 |
Accrued Credits Due Fruit Customers | 35,516 | 333,244 | 110,000 |
Accrued Expenses and Other Liabilities | 473,676 | 488,248 | 144,164 |
Total Current Liabilities | 1,940,051 | 2,036,932 | 2,177,291 |
DEFERRED INCOME TAXES | 0 | 0 | 83,687 |
Total Liabilities | 1,940,051 | 2,036,932 | 2,260,978 |
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 | 19,772,622 | 21,556,308 | 21,270,871 |
Treasury Stock, at Cost, 63,494 Shares | (273,219) | (273,219) | (273,219) |
Total Stockholders' Equity | 20,963,124 | 22,746,810 | 22,461,373 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 22,903,175 | $ 24,783,742 | $ 24,722,351 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
CONSOLIDATED BALANCE SHEETS | |||
Allowance for Doubtful Accounts (in dollars) | $ 203,277 | $ 1,000,826 | $ 0 |
Accumulated depreciation (in dollars) | $ 19,657,266 | $ 19,455,531 | $ 19,251,118 |
Common stock, par value (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 |
Common stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Common stock, shares issued | 583,094 | 583,094 | 583,094 |
Common stock, shares outstanding | 519,600 | 519,600 | 519,600 |
Treasury stock, shares | 63,494 | 63,494 | 63,494 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Net Sales | $ 1,472,359 | $ 1,523,097 | $ 3,514,431 | $ 3,649,375 |
Costs and Expenses: | ||||
Cost of Goods Sold | 2,704,546 | 1,517,554 | 4,010,385 | 3,331,336 |
Selling, General and Administrative Expense | 773,429 | 777,342 | 1,592,418 | 1,556,857 |
Goodwill Impairment | 413,280 | 0 | ||
Amortization Expense | 4,500 | 4,500 | 9,000 | 9,000 |
Total Costs and Expenses | 3,482,475 | 2,299,396 | 6,025,083 | 4,897,193 |
Loss from Operations | (2,010,116) | (776,299) | (2,510,652) | (1,247,818) |
Other Income | 32,250 | 25,677 | 83,866 | 24,213 |
Loss Before Income Taxes | (1,977,866) | (750,622) | (2,426,786) | (1,223,605) |
Income Tax Benefit | 524,135 | 198,915 | 643,100 | 324,255 |
Net Loss | $ (1,453,731) | $ (551,707) | $ (1,783,686) | $ (899,350) |
Loss per Common Share (Basic and Diluted) | $ (2.80) | $ (1.06) | $ (3.43) | $ (1.73) |
Dividend per Common Share | $ 0 | $ 0 | $ 0 | $ 0.15 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | COMMON STOCK [Member] | CAPITAL IN EXCESS OF PAR VALUE [Member] | RETAINED EARNINGS [Member] | TREASURY STOCK [Member] | Total |
Balance at Dec. 31, 2017 | $ 174,928 | $ 1,288,793 | $ 22,248,158 | $ (273,219) | $ 23,438,660 |
Net Loss | (899,350) | ||||
Balance at Jun. 30, 2018 | 22,461,373 | ||||
Balance at Dec. 31, 2017 | 174,928 | 1,288,793 | 22,248,158 | (273,219) | 23,438,660 |
Cash Dividends | (77,940) | (77,940) | |||
Net Loss | (613,910) | (613,910) | |||
Balance at Dec. 31, 2018 | 174,928 | 1,288,793 | 21,556,308 | (273,219) | 22,746,810 |
Net Loss | (1,783,686) | (1,783,686) | |||
Balance at Jun. 30, 2019 | $ 174,928 | $ 1,288,793 | $ 19,772,622 | $ (273,219) | $ 20,963,124 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY [Parenthetical] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | |||||
Cash Dividend Declared (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0.15 | $ 0.15 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (1,783,686) | $ (899,350) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Depreciation and Amortization | 210,514 | 214,714 |
Goodwill Impairment | 413,280 | 0 |
Decrease (Increase) in: | ||
Accounts Receivable | 1,088,005 | 1,012,975 |
Inventories | (4,596,173) | (5,429,993) |
Prepaid Expenses and Other Current Assets | (55,221) | (231,171) |
Income Tax Receivable | (626,628) | (488,515) |
Other Assets | (123,752) | (23,885) |
Increase (Decrease) in: | ||
Accounts Payable | 117,225 | 740,924 |
Accrued Liabilities | (354,138) | (574,750) |
Net Cash Used in Operating Activities | (5,710,574) | (5,679,051) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Property and Equipment | (57,077) | (334,086) |
Increase in Cash Surrender Value of Life Insurance | 0 | 0 |
Net Cash Used in Investing Activities | (57,077) | (334,086) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Short Term Debt | 510,070 | (571,572) |
Payments on Short Term Debt | (420,876) | 564,310 |
Dividends Paid | 0 | (77,940) |
Net Cash Provided by (Used in) Financing Activities | 89,194 | (85,202) |
NET DECREASE IN CASH | (5,678,457) | (6,098,339) |
CASH, AT BEGINNING OF PERIOD | 8,036,052 | 8,668,012 |
CASH, AT END OF PERIOD | 2,357,595 | 2,569,673 |
Cash paid for: | ||
Income Tax | $ 0 | $ 164,260 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2019 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1 BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of Paradise, Inc. and subsidiaries (collectively, 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 only the adjustments and accruals of a normal recurring nature management believes are necessary to fairly state the operating results for the respective periods. The notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s Form 10‑K for the year ended December 31, 2018. The Company’s management believes that the disclosures are sufficient for interim financial reporting purposes. |
IMPACT OF RECENTLY ISSUED ACCOU
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2019 | |
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 2 IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS 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. 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. The Company adopted the new standard on January 1, 2019 on a modified retrospective basis. A right of use asset and respective liability were included in assets and liabilities as of January 1, 2019 in the amount of approximately $42,000. There was no material financial impact. In June 2016, the FASB issued an ASU on the measurement of credit losses on financial instruments. This ASU requires entities to measure the impairment of certain financial instruments, including trade receivables, based on expected losses rather than incurred losses. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for financial statement periods beginning after December 15, 2018. We are currently assessing the guidance. This ASU is not expected to have a material impact on our consolidated financial statements. Except as noted above, the Company’s management does not believe that recent codified pronouncements by the Financial Accounting Standards Board (“FASB”) (including its EITF), the AICPA or the Securities and Exchange Commission will have a material impact on the Company’s current or future consolidated financial statements. |
LOSS PER COMMON SHARE
LOSS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2019 | |
LOSS PER COMMON SHARE | |
LOSS PER COMMON SHARE | NOTE 3 LOSS PER COMMON SHARE Basic and diluted loss per common share is based on the weighted average number of shares outstanding and assumed to be outstanding of 519,600. There are no dilutive securities outstanding. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2019 | |
REVENUE | |
REVENUE | NOTE 4 REVENUE During the reporting period, the Company recognized revenue from the sale of candied fruit products which are sold to manufacturing bakers, institutional users and retailers. See Note 6 - Subsequent Events. The Company also recognizes revenue from the sale of molded plastics to unaffiliated customers. Revenue is recognized upon the shipment or delivery of goods depending on the agreed upon terms with the customer and is reported net of applicable provisions for discounts, returns, incentives and allowances. The Company recognizes revenue when performance obligations are satisfied by transferring control of the goods to customers. Control is transferred upon shipment or delivery of the goods to the customer. At the time of delivery, the customer is invoiced with payment terms which are commensurate with the customer’s credit profile. Shipping and/or handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs. The Company assesses the goods and services promised in its customers’ purchase orders and identifies a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, the Company considers all the goods or services promised, whether explicitly stated or implied based on customary business practices. |
BUSINESS SEGMENT DATA
BUSINESS SEGMENT DATA | 6 Months Ended |
Jun. 30, 2019 | |
BUSINESS SEGMENT DATA | |
BUSINESS SEGMENT DATA | NOTE 5 BUSINESS SEGMENT DATA During the reporting period, the Company’s operations were conducted through two business segments. These segments, and the primary operations of each, were as follows: Business Segment Operation Fruit Production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users, and retailers for use in home baking. Also, based on market conditions, the processing of frozen strawberry products, for sale to commercial and institutional users such as preservers, dairies, drink manufacturers, etc. Molded Plastics Production of plastics containers and other molded plastics for sale to various food processors and others. Three months ended Three months ended June 30, June 30, 2019 2018 Net Sales in Each Segment Fruit: Sales to Unaffiliated Customers $ 467,043 $ 226,673 Molded Plastics: Sales to Unaffiliated Customers 1,005,316 1,296,424 Net Sales $ 1,472,359 $ 1,523,097 Six months ended Six months ended June 30, June 30, 2019 2018 Net Sales in Each Segment Fruit: Sales to Unaffiliated Customers $ 1,157,961 $ 819,291 Molded Plastics: Sales to Unaffiliated Customers 2,356,470 2,830,084 Net Sales $ 3,514,431 $ 3,649,375 The Company does not prepare operating profit or loss information on a segment basis for internal use, until the end of each year. Due to the seasonal nature of the fruit segment, management believes that it is not practical to prepare this information for interim reporting purposes. Therefore, reporting is not required by accounting principles generally accepted in the United States of America. June 30, June 30, 2019 2018 Identifiable Assets of Each Segment are Listed Below: Fruit $ 13,966,909 $ 15,207,924 Molded Plastics 4,210,425 4,588,675 Identifiable Assets 18,177,334 19,796,599 General Corporate Assets 4,725,841 4,925,752 Total Assets $ 22,903,175 $ 24,722,351 Identifiable assets by segment are those assets that are principally used in the operations of each segment. General corporate assets are principally cash, prepaid expenses, other current assets, land and income tax assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 6 SUBSEQUENT EVENTS On July 31, 2019, Paradise, Inc. (the “Company”) completed the sale of substantially all of the assets (the “Asset Sale”) of the Company engaged in the production, manufacture, sale and distribution of glacé fruit product (the “Fruit Business”) to Seneca Foods Corporation and its subsidiary (collectively, “Seneca”) in accordance with the terms of the Asset Purchase Agreement among such parties dated as of April 15, 2019 (the “Purchase Agreement”). In accordance with the terms of the Purchase Agreement, the aggregate purchase price for the Fruit Business was approximately $13.7 million, consisting of cash consideration of approximately $13.4 million (as adjusted for the final inventory value calculated shortly following closing) and assumed liabilities of approximately $0.3 million. Approximately $0.4 million of the cash purchase price was used to repay the Company’s outstanding balance under its revolving credit facility, which terminated at closing, and $0.9 million of the cash purchase price is being held in escrow to satisfy indemnification obligations of the Company. There was no gain or loss to the Company based on the terms of the agreement . Inventory Value $ 12,757,430 Including Post-Closing Inventory Adjustment Equipment Book Value 620,154 Book Value as of July 31, 2019 Closing Purchase Price 13,377,584 Less: Escrow Account 938,800 Seller short term debt 411,925 One – half of escrow agent fee 1,250 Balance Due Seller $ 12,025,609 Three months ended Three months ended June 30, June 30, 2019 2018 Fruit: Sales to Unaffiliated Customers $ 467,043 $ 226,673 Fruit Operating Profit (608,575) (455,981) Six months ended Six months ended June 30, June 30, 2019 2018 Fruit: Sales to Unaffiliated Customers $ 1,157,961 $ 819,291 Fruit Operating Profit (978,761) (589,670) On July 31, 2019, in connection with the Asset Sale and as contemplated by the Purchase Agreement, the Company entered into a Co-Pack Agreement with Seneca, pursuant to which the Company has agreed to process, manufacture and package the products of the Fruit Business for Seneca for the 2019 season using the equipment and inventory purchased by Seneca pursuant to the Purchase Agreement. Pursuant to the Co-Pack Agreement, Seneca will make weekly payments to the Company based on an agreed upon budget that includes a 10% profit, with a true-up payment by or to the Company to be made at the end of the season. In connection with the purchase Agreement, Randy S.Gordon,Mark H.Gordon and Tracy, W.Schulis entered into consulting agreements with Seneca. The description of such agreements is incorporated herein by reference to the section titled “Consulting Agreements” on page 43 of the Company’s definitive proxy statement on Schedule 14A filed on July 8,2019. Pursuant to his retention agreement with the Company, Jack Laskowitz received a bonus in the amount of $70,000 upon the closing of the Asset Sale. Pursuant to their employment agreements with the Company, Randy S. Gordon, Mark H. Gordon, and Tracy W. Schulis are entitled to severance payments if terminated following either the consummation of the Asset Sale or the sale of substantially all of the assets of the Company in Liquidation. The payments are described in detail in the section titled “The Severance Payments Proposal” beginning on page 77 of the Company’s definitive proxy statement on Schedule 14A filed on July 8, 2019, which disclosure is incorporated herein by reference. On July 29, 2019, the shareholders of the Company approved the Plan of Complete Liquidation and Dissolution (the “Liquidation Plan”), which gives the Company’s Board of Directors discretion to determine when and whether to proceed with the Liquidation Plan and which the Board envisions will lead to the sale of the Company’s remaining assets, including its plastics business and real estate. See the section titled “Timing and Effect of Liquidation and Business Activities During Liquidation” beginning on page 57 of the Company’s definitive proxy statement on Schedule 14A filed on July 8, 2019, which disclosure is incorporated herein by reference. The Company plans to terminate its registration under the Exchange Act and cease filing periodic reports with the SEC as soon as practicable. |
BUSINESS SEGMENT DATA (Tables)
BUSINESS SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Net Sales [Member] | |
Schedule of Segment Reporting Information, by Segment | During the reporting period, the Company’s operations were conducted through two business segments. These segments, and the primary operations of each, were as follows: Business Segment Operation Fruit Production of candied fruit, a basic fruitcake ingredient, sold to manufacturing bakers, institutional users, and retailers for use in home baking. Also, based on market conditions, the processing of frozen strawberry products, for sale to commercial and institutional users such as preservers, dairies, drink manufacturers, etc. Molded Plastics Production of plastics containers and other molded plastics for sale to various food processors and others. Three months ended Three months ended June 30, June 30, 2019 2018 Net Sales in Each Segment Fruit: Sales to Unaffiliated Customers $ 467,043 $ 226,673 Molded Plastics: Sales to Unaffiliated Customers 1,005,316 1,296,424 Net Sales $ 1,472,359 $ 1,523,097 Six months ended Six months ended June 30, June 30, 2019 2018 Net Sales in Each Segment Fruit: Sales to Unaffiliated Customers $ 1,157,961 $ 819,291 Molded Plastics: Sales to Unaffiliated Customers 2,356,470 2,830,084 Net Sales $ 3,514,431 $ 3,649,375 |
Identifiable Assets [Member] | |
Schedule of Segment Reporting Information, by Segment | Therefore, reporting is not required by accounting principles generally accepted in the United States of America. June 30, June 30, 2019 2018 Identifiable Assets of Each Segment are Listed Below: Fruit $ 13,966,909 $ 15,207,924 Molded Plastics 4,210,425 4,588,675 Identifiable Assets 18,177,334 19,796,599 General Corporate Assets 4,725,841 4,925,752 Total Assets $ 22,903,175 $ 24,722,351 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
SUBSEQUENT EVENTS | |
Schedule of balance due to seller | Inventory Value $ 12,757,430 Including Post-Closing Inventory Adjustment Equipment Book Value 620,154 Book Value as of July 31, 2019 Closing Purchase Price 13,377,584 Less: Escrow Account 938,800 Seller short term debt 411,925 One – half of escrow agent fee 1,250 Balance Due Seller $ 12,025,609 Three months ended Three months ended June 30, June 30, 2019 2018 Fruit: Sales to Unaffiliated Customers $ 467,043 $ 226,673 Fruit Operating Profit (608,575) (455,981) Six months ended Six months ended June 30, June 30, 2019 2018 Fruit: Sales to Unaffiliated Customers $ 1,157,961 $ 819,291 Fruit Operating Profit (978,761) (589,670) On July 31, 2019, in connection with the Asset Sale and as contemplated by the Purchase Agreement, the Company entered into a Co-Pack Agreement with Seneca, pursuant to which the Company has agreed to process, manufacture and package the products of the Fruit Business for Seneca for the 2019 season using the equipment and inventory purchased by Seneca pursuant to the Purchase Agreement. Pursuant to the Co-Pack Agreement, Seneca will make weekly payments to the Company based on an agreed upon budget that includes a 10% profit, with a true-up payment by or to the Company to be made at the end of the season. In connection with the purchase Agreement, Randy S.Gordon,Mark H.Gordon and Tracy, W.Schulis entered into consulting agreements with Seneca. The description of such agreements is incorporated herein by reference to the section titled “Consulting Agreements” on page 43 of the Company’s definitive proxy statement on Schedule 14A filed on July 8,2019. Pursuant to his retention agreement with the Company, Jack Laskowitz received a bonus in the amount of $70,000 upon the closing of the Asset Sale. Pursuant to their employment agreements with the Company, Randy S. Gordon, Mark H. Gordon, and Tracy W. Schulis are entitled to severance payments if terminated following either the consummation of the Asset Sale or the sale of substantially all of the assets of the Company in Liquidation. The payments are described in detail in the section titled “The Severance Payments Proposal” beginning on page 77 of the Company’s definitive proxy statement on Schedule 14A filed on July 8, 2019, which disclosure is incorporated herein by reference. On July 29, 2019, the shareholders of the Company approved the Plan of Complete Liquidation and Dissolution (the “Liquidation Plan”), which gives the Company’s Board of Directors discretion to determine when and whether to proceed with the Liquidation Plan and which the Board envisions will lead to the sale of the Company’s remaining assets, including its plastics business and real estate. See the section titled “Timing and Effect of Liquidation and Business Activities During Liquidation” beginning on page 57 of the Company’s definitive proxy statement on Schedule 14A filed on July 8, 2019, which disclosure is incorporated herein by reference. The Company plans to terminate its registration under the Exchange Act and cease filing periodic reports with the SEC as soon as practicable. |
IMPACT OF RECENTLY ISSUED ACC_2
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details) | Jan. 01, 2019USD ($) |
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | |
Operating Lease Right Of Use Asset And Liabilities | $ 42,000 |
LOSS PER COMMON SHARE (Details)
LOSS PER COMMON SHARE (Details) | 6 Months Ended |
Jun. 30, 2019shares | |
LOSS PER COMMON SHARE | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 519,600 |
BUSINESS SEGMENT DATA - Summary
BUSINESS SEGMENT DATA - Summary of Net Sales in Each Segment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Combination Segment Allocation | ||||
Sales to Unaffiliated Customers | $ 1,472,359 | $ 1,523,097 | $ 3,514,431 | $ 3,649,375 |
Fruit [Member] | ||||
Business Combination Segment Allocation | ||||
Sales to Unaffiliated Customers | 467,043 | 226,673 | 1,157,961 | 819,291 |
Molded Plastics [Member] | ||||
Business Combination Segment Allocation | ||||
Sales to Unaffiliated Customers | $ 1,005,316 | $ 1,296,424 | $ 2,356,470 | $ 2,830,084 |
BUSINESS SEGMENT DATA - Summa_2
BUSINESS SEGMENT DATA - Summary of Identifiable Assets of Each Segment are Listed (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Business Combination Segment Allocation | |||
Total Assets | $ 22,903,175 | $ 24,783,742 | $ 24,722,351 |
Fruit [Member] | |||
Business Combination Segment Allocation | |||
Total Assets | 13,966,909 | 15,207,924 | |
Molded Plastics [Member] | |||
Business Combination Segment Allocation | |||
Total Assets | 4,210,425 | 4,588,675 | |
Identifiable Assets [Member] | |||
Business Combination Segment Allocation | |||
Total Assets | 18,177,334 | 19,796,599 | |
General Corporate Assets [Member] | |||
Business Combination Segment Allocation | |||
Total Assets | $ 4,725,841 | $ 4,925,752 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jul. 31, 2019 | |
Subsequent Events | |||||
Sales to Unaffiliated Customers | $ 1,472,359 | $ 1,523,097 | $ 3,514,431 | $ 3,649,375 | |
Fruit Operating Profit | (2,010,116) | (776,299) | (2,510,652) | (1,247,818) | |
Fruit [Member] | |||||
Subsequent Events | |||||
Sales to Unaffiliated Customers | 467,043 | 226,673 | 1,157,961 | 819,291 | |
Fruit [Member] | Disposed off by sale | |||||
Subsequent Events | |||||
Sales to Unaffiliated Customers | 467,043 | 226,673 | 1,157,961 | 819,291 | |
Fruit Operating Profit | $ (608,575) | $ (455,981) | $ (978,761) | $ (589,670) | |
Fruit [Member] | Subsequent Events [Member] | Disposed off by sale | |||||
Subsequent Events | |||||
Inventory Value | $ 12,757,430 | ||||
Equipment Book Value | 620,154 | ||||
Closing Purchase Price | 13,377,584 | ||||
Less: Escrow Account | 938,800 | ||||
Less: Seller short term debt | 411,925 | ||||
Less: One - half of escrow agent fee | 1,250 | ||||
Balance Due Seller | $ 12,025,609 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - Fruit [Member] - Disposed off by sale - Subsequent Events [Member] | 1 Months Ended |
Jul. 31, 2019USD ($) | |
Subsequent Events | |
Disposal Group, Including Discontinued Operation, Aggregate Purchase Price | $ 13,700,000 |
Disposal Group, Including Discontinued Operation, Consideration | 13,377,584 |
Disposal Group, Including Discontinued Operation, Liabilities | 300,000 |
Repayments of Lines of Credit | 400,000 |
Disposal Group, Including Discontinued Operation, Escrow Deposit | $ 938,800 |
Percentage of profit upon true up payments | 10.00% |
Bonus Received Upon Sale Of Closing Asset | $ 70,000 |