FORM 10 - QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) Quarterly report pursuant to section 13 or 15(d) of the Securities Act of
1934.
For the quarterly period ended September 30, 2007
or
( ) Transition report pursuant to section 13 or 15(d) of the Securities Act of
1934.
Commission File No. 0-3026
PARADISE, INC.
INCORPORATED IN FLORIDA
I.R.S. EMPLOYER IDENTIFICATION NO. 59-1007583
1200 DR. MARTIN LUTHER KING, JR. BLVD.,
PLANT CITY, FLORIDA 33566
(813) 752-1155
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X ; No
--- ---.
The number of shares outstanding of each of the issuer's classes of common
stock:
Class Outstanding as of September 30,
----- -------------------------------
2007 2006
---- ----
Common Stock
$0.30 Par Value 519,350 Shares 519,350 Shares
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No x
--- ---
Transitional Small Business Disclosure Format (check one): Yes No x
PARADISE, INC. COMMISSION FILE NO. 0-3026
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
---------------------------------
AS OF SEPTEMBER 30,
-------------------
2007 2006
---- ----
ASSETS
------
CURRENT ASSETS:
Cash and Unrestricted
Demand Deposits $ 21,175 $ 37,156
Accounts and Notes
Receivable, Less
Allowances of $-0-
(2007 and 2006) 8,273,985 10,071,287
Inventories:
Raw Materials 2,293,140 2,625,765
Work in Process 509,425 386,245
Finished Goods 7,491,938 6,335,528
Deferred Income Tax Asset 391,185 175,932
Income Tax Refund
Receivable 12,353 45,107
Prepaid Expenses and Other
Current Assets 610,367 540,868
---------- ----------
TOTAL CURRENT ASSETS 19,603,568 20,217,888
Property, Plant and Equipment,
Less Accumulated Depreciation
of $16,040,329 (2007) and
$15,320,072 (2006) 5,646,140 6,108,219
Deferred Charges and Other
Assets 414,060 423,216
Goodwill 413,280 413,280
Intangible Assets - Net 1,100,644 1,226,529
---------- ----------
TOTAL ASSETS $ 27,177,692 $ 28,389,132
========== ==========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
AS OF SEPTEMBER 30,
-------------------
2007 2006
---- ----
CURRENT LIABILITIES:
Notes and Trade Acceptances
Payable $ 4,997,640 $ 5,648,402
Current Portion of Long-Term
Debt 608,221 195,908
Accounts Payable 2,377,022 2,794,028
Accrued Liabilities 1,583,959 1,240,465
Income Taxes Payable 218,907 305,950
---------- ----------
Total Current Liabilities 9,785,749 10,184,753
LONG-TERM DEBT, NET OF CURRENT
PORTION 709,994 1,325,705
DEFERRED INCOME TAX LIABILITY 352,595 431,784
---------- ----------
Total Liabilities 10,848,338 11,942,242
---------- ----------
STOCKHOLDERS' EQUITY:
Common Stock: $.30 Par Value,
2,000,000 Shares Authorized,
583,094 Shares Issued,
519,350 Shares Outstanding 174,928 174,928
Capital in Excess of Par Value 1,288,793 1,288,793
Retained Earnings 15,458,219 15,298,226
Unrealized Holding Gain (Loss)
on Securities ( 29,768 ) ( 38,138 )
Accumulated Other Comprehensive
Income (Loss) ( 285,899 )
Treasury Stock, at Cost,
63,744 Shares ( 276,919 ) ( 276,919 )
---------- ----------
Total Stockholders' Equity 16,329,354 16,446,890
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 27,177,692 $ 28,389,132
========== ==========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
-----------------------------------
FOR THE THREE MONTHS ENDED
--------------------------
SEPTEMBER 30
------------
2007 2006
---- ----
Net Sales $ 10,359,037 $ 11,625,447
--------- ---------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 7,464,623 8,380,927
Selling, General and
Administrative Expense 1,400,493 1,388,291
Depreciation and Amortization 204,513 267,619
Interest Expense 113,716 159,631
--------- ---------
Total Costs and Expenses 9,183,345 10,196,468
--------- ----------
Income from Operations 1,175,692 1,428,979
Other Income 39 4,685
--------- ---------
Income from Operations Before
Provision for Income Taxes 1,175,731 1,433,664
Provision for Income Taxes 218,907 305,950
--------- ---------
Net Income $ 956,824 $ 1,127,714
========= =========
Net Income per Share $ 1.84 $ 2.17
==== ====
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
-----------------------------------
FOR THE NINE MONTHS ENDED
------------------------
SEPTEMBER 30
------------
2007 2006
---- ----
Net Sales $ 15,345,931 $ 16,662,387
---------- ----------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 10,894,793 11,820,326
Selling, General and
Administrative Expense 3,113,878 3,184,510
Depreciation and Amortization 652,546 696,030
Interest Expense 181,968 198,808
---------- ----------
Total Costs and Expenses 14,843,185 15,899,674
---------- ----------
Income from Operations 502,746 762,713
Other Income 73,324 42,418
---------- ----------
Income from Operations Before
Provision for Income Taxes 576,070 805,131
Provision for Income Taxes 218,907 305,950
---------- ----------
Net Income $ 357,163 $ 499,181
========== =========
Net Income per Common Share $ .69 $ .96
==== ====
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
---------------------------------------
FOR THE NINE MONTHS ENDED
------------------------
SEPTEMBER 30,
-------------
2007 2006
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 357,163 $ 499,181
Adjustments to Reconcile Net
Income to Net Cash Used in
Operating Activities:
Depreciation and Amortization 652,546 696,030
Decrease (Increase) in:
Accounts Receivable ( 7,632,310 ) ( 7,986,253 )
Inventories ( 3,861,101 ) ( 3,270,125 )
Prepaid Expenses ( 112,802 ) ( 214,210 )
Other Assets 85,003 42,790
Income Tax Receivable ( 12,353 ) ( 45,107 )
Increase (Decrease) in:
Accounts Payable 1,316,986 2,223,484
Accrued Expense ( 440,405 ) ( 110,971 )
Income Taxes Payable ( 86,598 ) ( 84,147 )
--------- ---------
Net Cash Used in
Operating Activities ( 9,733,871 ) ( 8,249,328 )
--------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Property and
Equipment ( 217,696 ) ( 777,365 )
Cash Paid in Connection with
Acquisition of Customer Base
and Non-Compete Agreement
with Unrelated Entity ( 425,000 )
--------- ---------
Net Cash Used in
Investing Activities ( 217,696 ) ( 1,202,364 )
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds (Repayments) of
Short-Term Debt 4,906,965 5,637,616
Principal Payments of Long-Term
Debt ( 146,293 ) ( 140,750 )
Dividends Paid ( 59,315 ) ( 77,903 )
--------- ---------
Net Cash Provided by
Financing Activities 4,701,357 5,418,963
--------- ---------
Net Decrease in Cash ( 5,250,210 ) ( 4,032,729 )
CASH AT BEGINNING OF PERIOD 5,271,385 4,069,885
--------- ---------
CASH AT END OF PERIOD $ 21,175 $ 37,156
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ 136,143 $ 198,808
Income Tax 300,000 320,000
--------- ---------
Net Supplemental Cash Flows $ 463,143 $ 518,808
========= =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Customer List and Non-Compete
Agreement Acquired in
Connection with Unrelated
Entity and Related Note Payable $ $ 833,850
========= =========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
PARADISE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------
Note 1 Basis of Presentation
--------------------------------
The accompanying unaudited consolidated financial statements of
Paradise, Inc. (the "Company") have been prepared by the Company
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include
all the information and footnotes required by generally accepted
accounting principles for annual financial statements.
The information furnished herein reflects all adjustments and accruals
that management believes is necessary to fairly state the operating
results for the respective periods. The notes to the financial
statements should be read in conjunction with the notes to the
consolidated financial statements contained in the Company's Form 10-KSB
for the year ended December 31, 2006. The Company's management believes
that the disclosures are sufficient for interim financial reporting
purposes.
Note 2 Net Income (Loss) per Share
--------------------------------------
Net income (loss) per share, assuming no dilution, are based on the
weighted average number of shares outstanding during the period: 519,350
(2007 and 2006).
Note 3 Business Segment Data
--------------------------------
The Company's operations are conducted through two business segments.
These segments, and the primary operations of each, are as follows:
Business Segment Operation
---------------- ---------
Candied Fruit Production of candied fruit, a basic
fruitcake ingredient, sold to
manufacturing bakers, institutional
users, and retailers for use in home
baking. Also, 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.
Nine Months Nine Months
Ended Ended
September 30, 2007 September 30, 2006
------------------ ------------------
Net Sales in Each Segment
-------------------------
Candied Fruit:
Sales to Unaffiliated Customers $ 9,739,641 $ 11,102,484
Molded Plastics:
Sales to Unaffiliated Customers 5,606,290 5,559,903
---------- ----------
Net Sales $ 15,345,931 $ 16,662,387
========== ==========
For the nine month period ended September 30, 2007 and 2006, sales of
frozen strawberry products totaled $329,961 and $244,599 respectively.
The Company does not account for intersegment transfers as if the
transfers were to third parties.
The Company does not prepare operating profit or loss information on a
segment basis for internal use, until the end of each year. Due to the
seasonal nature of the fruit segment management believes that it is not
practical to prepare this information for interim reporting purposes.
Therefore, reporting is not required by generally accepted accounting
principles.
Nine Months Nine Months
Ended Ended
September 30, 2007 September 30, 2006
------------------ -------------
Identifiable Assets of Each
Segment are Listed Below
---------------------------
Candied Fruit $ 19,304,911 $ 20,127,037
Molded Plastics 5,466,433 5,874,925
---------- ----------
Identifiable Assets 24,771,344 26,001,962
General Corporate Assets 2,406,348 2,387,170
---------- ----------
Total Assets $ 27,177,692 $ 28,389,132
========== ==========
Identifiable assets by segment are those assets that are principally
used in the operations of each segment. General corporate assets are
principally cash, land and buildings, and investments.
Note 4 Retirement Plan
-------------------------
As discussed in the 10-KSB for the year ended December 31, 2006, the
Company elected to freeze the pension plan benefit accruals effective
November 30, 2006. The Company has filed with the appropriate
regulators and will terminate the plan in 2007 once approvals have been
given. The Company has treated the action as a curtailment as no
further benefits have accrued after November 30, 2006.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
------------------------------------------------------------------------
Forward-Looking Statements
--------------------------
This Quarterly Report on Form 10-QSB 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
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 69.9% of total
net sales during 2006. 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 the eight to ten weeks
beginning in mid September.
Since the majority of the Company's customers require delivery of glace'
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
segment 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's other business segment, Paradise Plastics, Inc., a wholly
owned subsidiary of Paradise, Inc. producing 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.
The First Nine Months
---------------------
Paradise, Inc.'s fruit segment net sales decreased 12.3% compared to
the similar reporting period last year, primarily due to timing
differences in the receipt of customer orders and shipping dates for
delivery of the Company's glace' fruit products. Paradise, Inc.'s selling
season for glace' fruit begins in mid September and continues through
November of each year. Changes in shipping dates received from customers
between interim reporting dates will lead to significant fluctuations in
net sales. This is the primary reason that net sales decreased 12.3% as
several significant customers requested shipping dates in October, 2007
versus September, 2006. As mentioned in all previous filings, quarterly
information is not a reasonable indicator of annual trends and should
not be used to predict year-end performance. Only a full year's
accounting will provide any meaningful comparison as to financial
performance.
Paradise Plastics, Inc.'s net sales, to unaffiliated customers increased
by less than 1.0% for the first nine months of 2007 compared to the
prior year's reporting period. As mentioned in previous filings,
plastics sales to unaffiliated customers have slowed due to recent
turmoil in the housing market. However, increase sales for custom
molding products for clients in the aerospace and food processing
industries have offset the decline in sales related to the housing
sector.
Overall cost of goods sold expressed as a percentage of net sales
remained consistent with the similar nine month reporting period of
2006. The Company has been able to maintain its margins within the fruit
and plastics segments despite absorbing energy related increases from
suppliers for various raw fruit products and plastics resins.
Selling expenses decreased 1.7% for the current nine month period for
2007 compared to the similar reporting period of 2006. This decrease is
directly related to the timing difference noted above regarding the
changes in shipping dates of several significant customers to October,
2007 compared to September, 2006. Thus, selling expenses such as accrued
commissions earned by food brokers to promote the sale of the Company's
glace' fruit products coupled with freight-out expenses to transport
these products to customers, declined proportionately.
General & administrative expenses decreased 2.7% for the current
reporting period compared to the similar reporting period of 2006. The
primarily reason for this decrease is the continued benefit received
from the relocation and subsequent consolidation of all Mastercraft
Products Corporation's operations to Plant City, Florida during the
first and second quarters of 2006.
Depreciation and amortization expenses decreased 6.3% for the current
nine month reporting period as capital improvements placed into service
were more than offset by asset retirements and disposals as reported in
the previous year's nine month reporting period.
Interest expense decreased 8.5% for current reporting period compared to
the similar reporting period last year as Paradise, Inc.'s need for
short-term borrowing from its primary lender to finance the Company's
glace' fruit inventory was offset by an increase in cash reserves as of
December 31, 2006. As of the date of this filing, the Company's
revolving line of credit balance has been repaid in full.
Summary
-------
With several significant glace' fruit customers moving their purchase
orders and shipping dates to October, 2007 versus September, 2006
Paradise, Inc.'s fruit segment net sales decreased 12.3% compared to the
similar reporting period last year. As a result of this timing
difference, consolidated income from operations before taxes was
$576,070 for the nine months ended September 30, 2007 compared to
$805,131 for the nine months ended September 30, 2006.
However, as outlined above and in numerous previous filings, with more
than 80% of Paradise, Inc.'s fruit segment net sales occurring during an
eight to ten week period beginning in mid September, only a full year's
accounting will yield the necessary information to determine the
Company's overall financial performance for 2007.
ITEM 3. 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, 2007, that the Company's disclosure
controls and procedures are effective to ensure that information required
to be disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the applicable Securities
and Exchange Commission rules and forms. There were no changes in the
Company's internal controls over financial reporting that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting. The most recent evaluation of these controls by the Company's
Chief Executive Officer and Chief Financial Officer did not identify any
deficiencies or weaknesses in the Company's internal controls over financial
reporting; therefore, no corrective actions were taken.
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings - N/A
Item 2. Changes in Securities - N/A
Item 3. Defaults Upon Senior Securities - N/A
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of the shareholders of Paradise, Inc. was
held on May 29, 2007. The purpose of this meeting was to
elect five directors to hold office until the next annual
meeting of shareholders and to ratify the reappointment of
Bella, Hermida, Gillman, Hancock & Mueller as the Company's
independent certified public accountants for 2007.
The results of the election of Directors are as follows:
Nominee Votes for Votes Withheld
------- --------- --------------
Melvin S. Gordon 426,961 64,154
Randy S. Gordon 426,973 64,154
Tracy W. Schulis 427,973 63,142
Mark H. Gordon 452,938 38,177
Eugene L. Weiner 437,521 53,594
The results of the ratification of Bella, Hermida, Gillman,
Hancock & Mueller as the Company's independent accountants for
2007 are as follows:
For Against Abstain
--- ------- -------
455,108 9,792 26,215
Item 5. Other Information - N/A
Item 6. Exhibits and Reports on Form 8-K
(a) 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 the Chief Executive
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial
Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
None.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PARADISE, INC.
A Florida Corporation
/s/ Melvin S. Gordon Date: November 13, 2007
-----------------------------
Melvin S. Gordon
Chief Executive Officer and Chairman
/s/ Jack M. Laskowitz Date: November 13, 2007
------------------------------
Jack M. Laskowitz
Chief Financial Officer and Treasurer