FORM 10-Q
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 June 30, 2008
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
--- ---
Indicate by checkmark 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 registration is a shell company (as defined
in Rule 125-2 of the Exchange Act)
Yes No X
--- ---
The number of shares outstanding of each of the issuer?s classes of common
stock:
Class Outstanding as of June 30,
----- --------------------------
2008 2007
---- ----
Common Stock
$0.30 Par Value 519,350 Shares 519,350 Shares
PARADISE, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
INDEX
-----
PART I. FINANCIAL INFORMATION PAGE
----
ITEM 1.
FINANCIAL STATEMENTS 2-10
--------------------
ITEM 2.
MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11-13
-------------------------------------------------
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK ? N/A 14
---------------------------------------
ITEM 4T.
CONTROLS AND PROCEDURES 14
-----------------------
PART II. OTHER INFORMATION
ITEMS 1 ? 6. 14-15
------------
SIGNATURES 16
----------
PARADISE, INC. COMMISSION FILE NO. 0-3026
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF AS OF AS OF
JUNE 30, DECEMBER 31, JUNE 30,
2008 2007 2007
(UNAUDITED) (UNAUDITED)
(RESTATED)
--------- ----------- ---------
ASSETS
------
CURRENT ASSETS:
Cash and Unrestricted
Demand Deposits $ 18,249 $ 3,193,207 $ 26,188
Accounts and Notes
Receivable, Less
Allowances of $0 (6/30/08),
$0 (12/31/07) and
$0 (6/31/07) 1,239,792 1,775,793 933,673
Inventories:
Raw Materials 3,563,252 1,598,243 3,580,637
Work in Process 422,711 713,092 534,508
Finished Goods 11,503,537 5,266,671 8,420,041
Deferred Income Tax 682,769 470,929 616,058
Income Tax Refund
Receivable 93,408
Prepaid Expenses and Other
Current Assets 658,936 472,876 723,354
---------- ---------- ----------
TOTAL CURRENT ASSETS 18,182,654 13,490,811 14,834,459
Property, Plant and Equipment,
Less Accumulated Depreciation
of $16,503,537 (6/30/08),
$16,183,229 (12/31/07) and
$15,847,261 (6/31/07) 5,494,105 5,520,252 5,782,457
Goodwill 413,280 413,280 413,280
Customer Base and Non-Compete
Agreement 1,006,230 1,069,172 1,132,115
Deferred Charges and
Other Assets 416,883 447,408 411,054
---------- ---------- ----------
TOTAL ASSETS $ 25,513,152 $ 20,940,923 $ 22,573,365
========== ========== ==========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
2
LIABILITIES AND STOCKHOLDERS? EQUITY
------------------------------------
AS OF AS OF AS OF
JUNE 30, DECEMBER 31, JUNE 30,
2008 2007 2007
(UNAUDITED) (UNAUDITED)
(RESTATED)
--------- ----------- ---------
CURRENT LIABILITIES:
Notes and Trade Acceptances
Payable $ 4,469,775 $ 154,489 $ 1,362,126
Current Portion of Long-Term
Debt 419,934 423,115 610,679
Accounts Payable 2,785,818 746,902 2,611,220
Accrued Liabilities 742,095 1,754,391 1,284,937
Income Taxes Payable 247,112
--------- ---------- ---------
TOTAL CURRENT LIABILITIES 8,417,622 3,326,009 5,868,962
LONG-TERM DEBT, NET OF CURRENT
PORTION 426,143 515,188 754,405
DEFERRED INCOME TAX LIABILITY 297,373 297,373 352,595
--------- ---------- ---------
TOTAL LIABILITIES 9,141,138 4,138,570 6,975,962
--------- ---------- ---------
STOCKHOLDERS? EQUITY:
Common Stock: $.30 Par Value,
2,000,000 Shares Authorized,
583,094 Shares Issued,
519,350 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 15,481,996 15,886,998 14,726,268
Accumulated Other
Comprehensive Income (Loss) ( 296,784 ) ( 271,447 ) ( 315,667 )
Treasury Stock, at Cost,
63,744 Shares ( 276,919 ) ( 276,919 ) ( 276,919 )
---------- ---------- ----------
Total Stockholders? Equity 16,372,014 16,802,353 15,597,403
---------- ---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS? EQUITY $ 25,513,152 $ 20,940,923 $ 22,573,365
========== ========== ==========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
3
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
-----------------------------------
FOR THE THREE MONTHS ENDED
--------------------------
JUNE 30,
--------
2008 2007
(RESTATED)
---- --------
Net Sales $ 2,330,520 $ 2,121,437
--------- ---------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 1,768,737 1,194,138
Selling, General and
Administrative Expense 828,971 817,175
Depreciation and Amortization 194,396 220,810
Interest Expense 41,387 41,463
--------- ---------
Total Costs and Expenses 2,833,491 2,273,586
--------- ---------
Loss from Operations ( 502,971 ) ( 152,149 )
Other Income 6,652 31,712
--------- ---------
Loss from Operations Before
Provision for Income Taxes ( 496,319 ) ( 120,437 )
Provision for Income Taxes 211,840 45,163
--------- ---------
Net Loss $( 284,479 ) $( 75,274 )
========= =========
Loss per Common Share $( 0.55 ) $( 0.145 )
==== =====
Dividends paid per Common Share $ 0.10 $ 0.10
==== ====
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
4
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
-----------------------------------
FOR THE SIX MONTHS ENDED
------------------------
JUNE 30,
--------
2008 2007
(RESTATED)
---- --------
Net Sales $ 5,226,886 $ 4,986,894
--------- ---------
Costs and Expenses:
Cost of Goods Sold
(excluding Depreciation) 3,725,247 3,430,170
Selling, General and
Administrative Expense 1,648,459 1,713,385
Depreciation and Amortization 391,473 448,033
Interest Expense 53,438 68,252
--------- ---------
Total Costs and Expenses 5,818,617 5,659,840
--------- ---------
Loss from Operations ( 591,731 ) ( 672,946 )
Other Income 26,824 73,285
--------- ---------
Loss from Operations Before
Provision for Income Taxes ( 564,907 ) ( 599,661 )
Provision for Income Taxes 211,840 224,873
--------- ---------
Net Loss $( 353,067 ) $( 374,788 )
========= =========
Loss per Common Share $( 0.68 ) $( 0.72 )
==== ====
Dividends paid per Common Share $ 0.10 $ 0.10
==== ====
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
5
PARADISE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
---------------------------------------
FOR THE SIX MONTHS ENDED
------------------------
JUNE 30,
-------
2008 2007
(RESTATED)
---- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $( 353,067 ) $( 374,788 )
Adjustments to Reconcile Net
Loss to Net Cash Used in
Operating Activities:
Depreciation and Amortization 391,473 448,033
Decrease (Increase) in:
Accounts Receivable 536,001 ( 291,999 )
Inventories ( 7,911,494 ) ( 6,101,784 )
Deferred Income Tax Asset ( 211,840 ) ( 224,873 )
Other Assets ( 188,732 ) ( 225,789 )
Income Tax Receivable ( 93,407 ) 63,748
Increase (Decrease) in:
Accounts Payable 2,038,916 1,551,184
Accrued Expense ( 1,012,296 ) ( 993,258 )
Income Tax Payable ( 247,112 )
--------- ---------
Net Cash Used in
Operating Activities ( 7,051,558 ) ( 6,149,526 )
--------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Property and
Equipment ( 294,525 ) ( 184,897 )
--------- ---------
Net Cash Used in
Investing Activities ( 294,525 ) ( 184,897 )
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds of Short-Term Debt 4,315,286 1,240,585
Principal Payments of Long-Term
Debt ( 92,226 ) ( 99,424 )
Dividends Paid ( 51,935 ) ( 51,935 )
--------- ---------
Net Cash Provided by
Financing Activities 4,171,125 1,089,226
--------- ---------
Net Decrease in Cash ( 3,174,958 ) ( 5,245,197 )
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
6
CASH AT BEGINNING OF PERIOD 3,193,207 5,271,385
--------- ---------
CASH AT END OF PERIOD $ 18,249 $ 26,188
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ 42,438 $ 37,702
Income Tax 340,520 299,837
--------- ---------
Net Supplemental Cash Flows $ 382,958 $ 337,539
========= =========
See Accompanying Notes to these Consolidated Financial Statements (Unaudited)
7
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, 2007. The Company?s management believes
that the disclosures are sufficient for interim financial reporting
purposes.
Note 2 Net Loss per Share
--------------------------------------
Net loss per share, assuming no dilution, are based on the weighted
average number of shares outstanding during the period: 519,350
(2008 and 2007).
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
---------------- ---------
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.
8
Six Months Year Ended Six Months
Ended December 31, Ended
June 30, 2008 2007 June 30, 2007
------------- ---- -------------
Net Sales in Each Segment
-------------------------
Fruit:
Sales to Unaffiliated Customers $ 1,187,480 $ 17,966,624 $ 1,127,417
Molded Plastics:
Sales to Unaffiliated Customers 4,039,406 7,513,715 3,859,477
--------- ---------- ---------
Net Sales $ 5,226,886 $ 25,480,339 $ 4,986,894
========= ========== =========
For the six month period ended June 30, 2008 and 2007, sales of
frozen strawberry products totaled $332,944 and $329,961 respectively.
Sales of frozen strawberry products for the year ended December 31,
2007 totaled $337,111.
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.
Six Months Year Ended Six Months
Ended December 31, Ended
June 30, 2008 2007 June 30, 2007
------------- ---- -------------
Identifiable Assets of Each
Segment are Listed Below
---------------------------
Fruit $ 16,592,769 $ 9,814,759 $ 14,506,488
Molded Plastics 6,297,833 5,383,228 5,144,085
---------- ---------- ----------
Identifiable Assets 22,890,602 15,197,987 19,650,573
General Corporate Assets 2,622,550 5,742,936 2,922,792
---------- ---------- ----------
Total Assets $ 25,513,152 $ 20,940,923 $ 22,573,365
========== ========== ==========
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.
9
Note 4 Retirement Plan
------------------------
As discussed in the 10-KSB for the year ended December 31, 2007, the
Company elected to freeze the pension plan benefit accruals effective
November 30, 2006. On March 28, 2008, Paradise, Inc. received final
approval from the IRS to terminate this pension plan. After receiving
the final calculation for the unfunded pension liability on May 13, 2008
from Principal Financial Group, Plan Administrator, Paradise, Inc.
transferred $452,066 to the Principal Financial Group on May 15, 2008.
In anticipation of this unfunded pension liability, Paradise, Inc.
accrued $446,727 in December, 2006.
Note 5 Restatement
--------------------
In 2008, the company, in accordance with generally accepted accounting
principles instituted the policy of recognizing income tax benefits on interim
period operating losses. Accordingly, the Company has restated
its results for June 30, 2007 to account for the increase in tax
benefit associated with the interim loss for the six months ended
June 30, 2007.The Company?s history of incurring losses during the first two
quarters of its fiscal year and then generating profits during a ten
week period beginning in September of each year justifies the
recognition of income tax benefits on an interim basis.
10
Item 2. Management?s Discussion and Analysis of Financial Condition and
Results of Operations
------------------------------------------------------------------------
Forward-Looking Statements
--------------------------
This Quarterly Report on Form 10-Q contains ?forward-looking
statements? within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of
historical fact should be considered ?forward-looking statements? for
the purpose of these provisions, including statements that include
projections of, or expectations about, earnings, revenues or other
financial items, statements about our plans and objectives for future
operations, statements concerning proposed new products or services,
statements regarding future economic conditions or performance,
statements concerning our expectations regarding the attraction and
retention of customers, statements about market risk and statements
underlying any of the foregoing. In some cases, forward-looking
statements can be identified by the use of such terminology as ?may?,
?will?, ?expects?, ?potential?, or ?continue?, or the negative thereof
or other similar words. Although we believe that the expectations
reflected in our forward-looking statements are reasonable, we can give
no assurance that such expectations or any of our forward-looking
statements will prove to be correct. Actual results and developments are
likely to be different from, and may be materially different from, those
expressed or implied by our forward?looking statements. Forward-looking
statements are subject to inherent risks and uncertainties.
Overview
--------
Paradise, Inc.?s main business segment, glace? fruit, a prime ingredient
of fruitcakes and other holiday confections, represented 70.5% of total
net sales during 2007. 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? candied fruit products during this relatively short period of
time, Paradise 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.
11
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., produces custom molding products
that 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 Six Months
--------------------
Paradise, Inc.?s fruit segment net sales, which are highly seasonal,
increased 5.3% for the first six months of 2008 compared to the similar
reporting period of 2007. Due to the seasonality of the glace? fruit
business as outlined above, net sales for the first six months of 2008
generated less than 7% of total 2007 fruit segment net sales. With
such limited sales volume as of the date of this filing, no forecast or
trend can be established from this information. Typically, during the
first six months of the year the majority of fruit segment net sales are
related to the shipment of bulk fruit sales to manufacturing bakeries
and national supermarket customers. Also for the past several years
this segment has produced various frozen strawberry products on behalf
of a central Florida distributor. These two activities accounted for
more than 90% of the company?s fruit net segment during the current
reporting period.
Paradise Plastics, Inc.?s a wholly owned subsidiary of Paradise, Inc.
realized a 4.7% increase in net sales to unaffiliated customers, for the
first six months of 2008 compared to the similar reporting period of
2007. This reverses the recent decline in net sales to customers with
direct ties to the housing market. Due to the uncertainty surrounding
the potential timing of a recovery in the housing market, management has
focused on diversifying its plastics business. As a result of its
renewed marketing strategies and through recent additions of plastic
customers in the aerospace and food industries, management believes
it has successfully taken steps to expand the Company?s business base.
Consolidated cost of sales, as a percentage of net sales, increased 3.4%
during the first six months of 2008 compared to the similar reporting
period of 2007 as increases in energy and transportation cost were
absorbed from suppliers related to the Company?s procurement of raw
fruit materials. However, with more than 60% of the Company?s glace?
fruit production cycle yet to be completed as of the date of this
filing, it is too early to forecast what impact increasing or
fluctuation energy prices will have on a full year?s cost of sales.
12
Selling, general & administrative expenses for the first six months of
2008 decreased $64,926 or 3.8% compared to the previous year?s reporting
period. This decrease is primarily related to the reduction in
professional and legal fees associated with the termination of the
Company?s defined benefit pension plan. Please refer to Note 4 for
additional disclosure related to the termination of the Company?s
pension plan during the second quarter of 2008.
Depreciation and amortization expenses decreased $56,560 the first six
Months of 2008 compared to the similar period of 2007. This decrease is
due to the following two factors; first, amortization expense related to
a covenant not to compete agreement with the former owner of Mastercraft
Products Corporation expired as of April 2007. The amount of the non-
compete agreement totaled $123,000 or $3,416 per month and was amortized
over a 36 month period. Secondly, fixed assets retirements for the
current reporting period exceeded assets placed into service.
Interest expense for the six months ended June 30, 2008 totaled $53,438
compared to $68,252 for the six months ended June 30, 2007. However, due
to an increase in inventory at June 30, 2008 in excess of $2.9 million
compared to the similar reporting period of 2007 the Company?s short-
term borrowing expense will increase during the next quarter of
operations. The increased level of inventory is related to the earlier
receipt of various raw fruit products received from Paradise?s Inc.
overseas and domestic suppliers along with the specific need to produce
and store approximately an additional million pounds of fruit peels for
shipment to a customer during the second half of 2008.
Summary
-------
Paradise Inc.?s consolidated net sales increased 4.8% for the first six
months of 2008 compared to the similar period of 2007 due to a 4.7%
increase in plastics segment net sales to unaffiliated customers during
this period. Rising energy cost resulted in a 3.4% increase in cost of sales
for the first six months compared the same period of 2007.
Overall, the Company?s Consolidated Net (Loss) totaled ($353,067) for
the six months ended June 30, 2008 versus a Consolidated Net (Loss) of
($374,788) for the similar reporting period of 2007. In summary, with
more than 90%of annual glace? fruit net sales yet to be realized as of
the date of this filing, no reasonable projection of 2008?s operating
performance can be measured from this information.
13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE AND MARKET RISK ? N/A
----------------------------------------------------------------------
ITEM 4T. CONTROLS AND PROCEDURES
-----------------------------------
As of June 30, 2008, our President and Chief Executive Officer and
Chief Financial Officer evaluated the Company?s disclosure controls and
procedures, and they concluded that we maintain effective disclosure
controls and procedures. There were no changes in our internal control
over financial reporting during the quarter ended June 30, 2008.
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. 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.
PART II. OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings ? N/A
Item 1A. Risk Factors ? N/A
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ? N/A
Item 3. Defaults Upon Senior Securities ? N/A
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of the shareholders of Paradise, Inc. was
held on May 27, 2008. 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
Pender, Newkirk and Company, LLP as the Company?s
independent certified public accountants for 2008.
14
The results of the election of Directors are as follows:
Nominee Votes for Votes Withheld
------- --------- --------------
Melvin S. Gordon 445,998 42,941
Randy S. Gordon 436,440 52,489
Tracy W. Schulis 436,440 52,489
Mark H. Gordon 436,440 52,489
Eugene L. Weiner 436,440 52,489
The results of the ratification of Pender, Newkirk & Company,
LLP as the Company?s independent accountants for
2008 are as follows:
For Against Abstain
--- ------- -------
475,846 13,083 -0-
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.
15
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: August 14, 2008
-----------------------------
Melvin S. Gordon
Chief Executive Officer and Chairman
/s/ Jack M. Laskowitz Date: August 14, 2008
------------------------------
Jack M. Laskowitz
Chief Financial Officer and Treasurer
16
Exhibit 31.1
Sarbanes-Oxley Section 302
Certification of Chief Executive Officer
----------------------------------------
I, Melvin S. Gordon, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Paradise, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods
presented in this quarterly report;
4. The small business issuer?s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer?s
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
d) Disclosed in this report any change in the small business issuer?s
internal control over financial reporting that occurred during the
small business issuer?s most recent fiscal quarter (the small
business issuer?s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer?s internal control
over financial reporting; and
5. The small business issuer?s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer?s auditors and
the audit committee of the small business issuer?s board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business
issuer?s ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer?s internal control over financial reporting.
Date: August 14, 2008
/s/ Melvin S. Gordon
-------------------------------
Melvin S. Gordon
Chief Executive Officer and Chairman
Exhibit 31.2
Sarbanes-Oxley Section 302
Certification of Chief Financial Officer
----------------------------------------
I, Jack M. Laskowitz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Paradise, Inc.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods
presented in this quarterly report;
4. The small business issuer?s other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the small business issuer?s
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
d) Disclosed in this report any change in the small business issuer?s
internal control over financial reporting that occurred during the
small business issuer?s most recent fiscal quarter (the small
business issuer?s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer?s internal control
over financial reporting; and
5. The small business issuer?s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer?s auditors and
the audit committee of the small business issuer?s board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business
issuer?s ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer?s internal control over financial reporting.
Date: August 14, 2008
/s/ Jack M. Laskowitz
-----------------------------------
Jack M. Laskowitz
Chief Financial Officer and Treasurer
Exhibit 32.1
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
---------------------------------------------
In connection with the Quarterly Report of Paradise, Inc. on Form
10-Q for the period ending June 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the ?Report?), I, Melvin S.
Gordon, as Chief Executive Officer of Paradise, Inc., certify pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of
Section13(a) or 15(d) of the Securities and Exchange Act of
1934; and
2. The information contained in the Report fairly presents, in
all material respects, the financial condition and result of
operations of Paradise, Inc.
/s/ Melvin S. Gordon Date: August 14, 2008
-----------------------------
Melvin S. Gordon
Chief Executive Officer and Chairman
Exhibit 32.2
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
---------------------------------------------
In connection with the Quarterly Report of Paradise, Inc. on Form
10-Q for the period ending June 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the ?Report?), I, Jack M.
Laskowitz, as Chief Financial Officer of Paradise, Inc., certify
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of
operations of Paradise, Inc.
/s/ Jack M. Laskowitz Date: August 14, 2008
-----------------------------
Jack M. Laskowitz
Chief Financial Officer and Treasurer