FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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For the quarterly period ended June 30, 2016March 31, 2017

or

Commission File No. 0-3026

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PARADISE, INC.

PARADISE, INC.

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INCORPORATED IN FLORIDA

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

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

PLANT CITY, FLORIDA 33563

(813) 752-1155

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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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

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 AugustMay 15, 20162017 was 519,600 shares.

PARADISE, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016MARCH 31, 2017

INDEX

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

PARADISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

See Accompanying Notes to these Consolidated Financial Statements (Unaudited)

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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, 2015.2016. The Company’s management believes that the disclosures are sufficient for interim financial reporting purposes.

Consumer demand for glace’ fruit product is traditionally strongest during the Thanksgiving and Christmas season. Almost 80% of glace’ fruit product sales are recorded during an eight to ten week period beginning in mid September. Therefore, the operating results for the sixthree months ended June 30, 2016March 31, 2017 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 three and six monthsquarter ended June 30, 2015March 31, 2016 to conform to the classifications used for the three and six monthsquarter ended June 30, 2016.March 31, 2017.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09,Revenue from Contracts with Customers,which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will be effective for the Company on January 1, 2018, which is the effective date for public companies. Early application is permitted as of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 will have on its financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11,Simplifying the Measurement of Inventory, which amends FASB ASU Topic 330,Inventory. This ASU requires entities to measure inventory at the lower of cost or net realizable value and eliminates the option that currently exists for measuring inventory at market value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. This ASU should be applied prospectively with earlier application permitted. The Company does not anticipate the adoption of this ASU todid not have a material impact on the Company’s financial position or results of operations.

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

In November 2015, the FASB issued ASU No. 2015-17,Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes,which simplifies the presentation of deferred income taxes. The ASU provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified balance sheet. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim and annual financial statements that have not yet been issued. The new guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not expect the adoption of this standard todid not have a material impact on the Company’s consolidated financial statements.

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. For public companies, 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 is currently evaluating the impact of these changes to the Company’s 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.

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

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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.

PARADISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

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.

Forward–Looking Statements

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

Overview

Paradise, Inc.’s main business segment, glace’ fruit, a prime ingredient of fruitcakes and other holiday confections, represented 68.3%68.7% of total net sales during the prior year ended December 31, 2015.2016. 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 during an eight to ten week period beginning in mid September.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. 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 SecondFirst Quarter

Paradise, Inc.’s fruit segment net sales for the first six monthsquarter of 20162017 totaled $1,254,658$932,519 compared to net sales of $1,307,129$853,280 for the similar reporting period of 20152016 representing a decreasean increase of $52,471$79,239 or 4.0%9.3%. The fruit segment has two primary products for sale during the first six monthsquarter of the year. The mainfirst product, glace’ fruitcake ingredients, is glace’ fruitproduced and sold in bulk quantities and shipped to manufacturing bakeries and select supermarkets throughout the United States in time for the traditional Easter holiday season. Net sales orders received and shipped for bulk glace’ fruit products during the first six months of 2016 were $799,642 compared to $808,786 for the similar reporting period of 2015, representing a decrease of $9,144 or 1.1%. The other main product for sale in the first six months of each yearquarter is finished strawberry items produced exclusively for a local distributor during a short period of time beginning in early March and running through mid Aprilmid-April of each year. As in previous years, Paradise, Inc., based on a negotiated price (i.e. tolling fee) will receive and process fresh strawberries through its production facilities on behalf of this distributor. With favorable weather and market conditions not as favorable as in past years, tolling fees received frompresent during the first quarter of 2017, net sales to this local distributor increased to $526,417 for the sixfirst three months ending June 30, 2016 were $455,016of 2017 compared to $498,343 representing a decrease of $43,327 or 8.7%$370,691 for the sixfirst three months ended June 30, 2015.of 2016. Strawberry tolling fees accounted for 56.5% of fruit segment sales during the first quarter of 2017 compared to 43.4% of first quarter 2016 sales. While management is pleased to report this increase in net sales, it’s important to note that with less than 10% of annual sales recorded as of March 31, 2017, no reasonable forecast or trend can be developed from this performance. 

Paradise Plastics, Inc., (Paradise Plastics) a wholly owned subsidiarycompany of Paradise, Inc., which accounted for 31.7%31.3% of total net sales to unaffiliated customers for the previous year, generated net sales of $3,811,559$1,516,081 for the sixthree months ended June 30, 2016March 31, 2017 compared to $3,863,755$2,109,676 for the similar reporting period of 2015.2016. This represents a decrease of $52,196$593,595 or 1.4%28.1%. The primary reasonAs mentioned in previous filings, Paradise Plastics produces various types of custom molded plastics parts for this decrease relatesits customers which are then assembled into finished products by its customers for sale to the timingend user. Thus, in many cases, continued production and increased sales for these parts are based on their success achieved by the end user. However, in some cases, a change in production or product design may impact the continuation of sales orders received and shipped between reporting periods tothese sales. As such, it was disclosed in the Company’s 2016 10K filing that beginning during the first quarter of 2017, a long termmajor plastics customer decided to transfer production of custom molded parts produced by thermoforming to another supplier who could produce these parts via injection molding. The major benefit to the customer was the ability to significantly lower production cost per part. These parts were previously thermoformed at Paradise Plastics facilities over the past nine years. Paradise Plastics did commit $3 million to construct a new on-site building as well as install necessary injection molding equipment to produce these parts, however, the offer was declined. Paradise, Inc. also disclosed in the Company’s year-end 2016 10K filing that depending on the timing when the new supplier was able to commence production, sales of these parts could decrease by more than $1 million for heavy gauge vacuum forming2017. As such, with production of these parts used for their customers withincompleted during the housing market. While management is pleased that plasticsfirst quarter of 2017, net sales are in line with mid-year 2015 levels, no forecast or trends can be given astotaled $120,625 compared to how much revenue will be generated$1,757,250 for the next sixtwelve months of 2016. Plastics sales can only be determined for upThis represents a decrease of $1,636,625. Reacting to 90 days as many if not all Paradise Plastics, Inc.’s re-orders range between 30this situation, management has reduced its plastics staffing and 90 days. Future revenue can only be confirmed when re-orders for these plastics parts are received and shipped by Paradise Plastics, Inc. to its customers.

Consolidatedis anticipated labor cost of sales as a percentage of overall net sales decreased 10.4%savings will exceed $250,000 for the first six monthsremainder of 20162017 compared to the similar reporting period of 2015. Two reasons represent this change. First, a greater percentage of plastics parts ordered and shipped during the first six months of 2016 compared to the similar reporting period of 2015 were of higher gross margins. Secondly, the fruit segment after not commencing brining operations of orange peel during the first six months of 2015, produced 2.7 million lbs. of brined orange peel inventory during the first sixfull twelve months of 2016. As mentioned during previous interim reporting filings, with more than an adequate amountIt is also important to mention that Paradise Plastics is still producing other custom molding parts for this long term customer and is continuing to aggressively market its custom molding capabilities throughout the market place in order to replace as well as expand its current base of brined orange peel in the Company’s inventory as of January 1, 2015, brining operations for orange peel were postponed for 2015. Thus, the increase in seasonal peel production during first half of 2016 allocated over a relatively fixed amount of factory overhead (i.e.: insurance, utilities, depreciation and taxes) hadbusiness. Furthermore, management will continue to closely monitor the impact this loss of reducing costbusiness will have on its operations throughout the remainder of sales as of June 30, 2016 compared to June 30, 2015. However, seasonal production cycles for various peels does not represent a trend or an estimate that can project the level of cost of sales for a full year. The Company typically starts processing all of its various brined fruit inventory into finished inventory as of June of each year. Thus, it is important to understand that until a full year’s production cycle is completed, the Company will not be able2017 in order to determine the change in cost of sales and its relationshipif any additional changes to overall sales.operations are warranted.

Selling, general & administrative (S,G&A) expenses for the first six months of 2016 totaled $1,675,921 compared to $1,831,646 representing a decrease of $155,725 or 8.5% and is primarily related to the retirement of three senior managers during late 2015.

The First Quarter (Continued)

Consolidated cost of sales as a percentage of net sales increased 13.2% for the first quarter of 2017 compared to the similar reporting period of 2016 primarily as variable cost associated with the decrease in plastics sales mentioned above outpaced the reduction in labor expenses to produce these plastic parts as of March 31, 2017. With the loss of approximately $1.6 million in plastics sales mentioned above, management has taken the necessary steps to reduce its plastics labor expense throughout the first quarter of 2017. The reduction of plastics labor occurring throughout the first quarter of 2017 will result in estimated labor savings in excess of $175,000 by year end. For the fruit segment, cost of sales during the first quarter remained consistent with similar reporting period of 2017. The Company’s primary product, glace’ fruitcake ingredients, does not commence production until the first of June. Thus, with the majority of fruitcake ingredient production contributed over 70% consolidated cost of sales, no determination of cost of sales as a percentage of consolidated sales can be forecast as of the date of this filing.

Selling, general & administrative expenses for the first three months of 2017 decreased 5.3% to $878,693 from $933,355 as Paradise, Inc. continues to receive payroll savings due to fewer employees working within these departments of the Company.

Other Significant Items

Other Income for the first six monthsquarter of 20162017 totaled $50,702$18,202 compared to $44,852$1,743 for the similar reporting period of 2015.2016. Other incomeIncome is periodic sales of recycled plastics materials from time to time 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 June 30, 2016 totaled $13,744,656 compared to $12,481,349 as of June 30, 2015 representing an increase of $1,263,307 or 10.1% as shipments from suppliers of brined fruit commodities such as pineapple, papaya and ginger, which may fluctuate based upon many factors common to agricultural products,levels at March 31, 2017 were received in greater quantities duringconsistent with the six monthssimilar reporting period of 2016 thanas inventory at March 31, 2017 and March 31, 2016 were $10,084,244 and $10,292,846, respectively. From time to time at the end of the first six monthsquarter, timing differences in the level of 2015. With severalinventory on hand may occur as factors related to the harvest and market conditions could impact the delivery of the Company’s brined fruit commodities being shipped to Plant City, Floridaraw fruitcake ingredients that are received from as far away as Southeast Asia, timing differences regardingAsia. This was not the case as of March 31, 2017. Therefore, management’s primary goal at the end of the first quarter is to determine if inventory levels of brined fruit will occur at various interim reporting periods.

are sufficient for the upcoming selling season. For the period in review, this goal has been met.

Short Term Debt and Accounts Payable combined balances which are largely comprised of liabilities for raw materials for the Company’s fruit and plastics segments as of June 30, 2016March 31, 2017 totaled $1,635,999$1,591,527 compared to $1,937,200$1,651,185 for the similar reporting period for 2015. This represents a decrease of $301,201 and is2016. These two account balances are directly related to the earlier receipt of severed brined fruit commodities mentioned above. As the suppliersinventory levels on hand at March 31, 2017 and payment terms are consistent with the previous year, Paradise, Inc.’s satisfied a greater amount of its liability to these supplier’sMarch 31, 2016 as referenced in the second quarter of 2016 compared to the second quarter of 2015.preceding paragraph.

We finance our ongoing operations primarily with cash provided by our operating activities. Our principal sources of liquidity are our cash flows provided by operating activities, our existing cash, and a line of credit facility. At June 30, 2016March 31, 2017 and December 31, 2015,2016, we had $3.2$7.6 million and $8.8$9.2 million, respectively, in cash. The decrease in cash during the first quarter of 2017 of $1.6 million is consistent with all prior years as we will continue to use available cash reserves until we start to receive payments from our fruit customers after the start of our shipping season beginning in the fourth quarter of 2017. Additionally, we have a revolving line of credit with a maximum limit of $12 million and a borrowing limit of 80% of the Company’s eligible receivables plus 50% of the Company’s eligible inventory from January 1 to May 31 and 60% from June 1 to December 31 of each year, of which $0 was outstanding at June 30, 2016March 31, 2017 and December 31, 2015.2016. Within this agreement, there are letters of credit with a limit of $1,750,000, of which $820,589$656,653 was outstanding at June 30, 2016March 31, 2017 and $582,839$42,938 at December 31, 2015.2016. The line of credit agreement expires on July 31, 2017.

Summary

Paradise, Inc.’s consolidated net sales for the six months ended June 30, 2016 totaled $5,066,217 compared to $5,170,884 for the similar reporting period of 2015, representing a decrease of $104,667. Cost of sales as a percentage of sales decreased by 10.4% as higher gross margins were received on these plastics parts. In addition, an increase in brined fruit production during the first six months of 2016 also impacted a decrease in the cost of sales as a greater amount of production was allocated over a relatively fixed level of factory overhead. Furthermore, as mentioned above, selling, general and administrative expenses decreased by $155,725 due to the retirement of three senior managers during 2015. The combination of this activity resulted in a net loss of $294,361 for the six months ended June 30, 2016 compared to a net loss of $702,695 for the six months ended June 30, 2015. However, as mentioned in all previous quarterly filings, interim results do not represent any meaningful trends or estimates. Only a full year’s accounting of sales and expenses will provide a complete picture of the consolidated operations of the Company.

Summary

Paradise, Inc.’s consolidated net sales for the three months ended March 31, 2017 totaled $2,448,600 compared to $2,962,956 for the similar reporting period of 2016, representing a decrease of 17.4%. This decrease is specifically related to the decision by a major plastics customer to change the design method and supplier for production of custom molded parts from thermoforming to injection molding during the first quarter of 2017. Correspondingly, cost of sales as a percentage of sales increased 11.9% as the decrease in plastics sales outpaced the necessary labor cost reductions during the first quarter of 2017. Selling, General and Administrative expenses were 5.3% less as of March 31, 2017 compared to March 31, 2016 as savings were achieved from less personnel on hand. Thus, the combination of these events, after applying income tax benefits at March 31, 2017 and March 31, 2016 of $259,036 and $138,022 resulted in a consolidated first quarter 2017 loss of $(409,036) compared to a first quarter 2016 loss of $(207,033).

However, it’s important to note that with less than 10% of annual fruit segment net sales processed and shipped as of March 31, 2017 and based on historically sales data which indicates that more than 80% of the Company’s annual fruit segment’s sales will occur during the months of September through November of each year, no realistic forecast or trend as to year end results can be developed as of the date of this filing.

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, 2015.2016. There have been no material changes to our critical accounting estimates during the sixthree months ended June 30, 2016.March 31, 2017.

Impact of Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09,Revenue from Contracts with Customers,which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard will be effective for the Company on January 1, 2018, which is the effective date for public companies. Early application is permitted as of January 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU No. 2014-09 will have on its financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements.

Impact of Recently Issued Accounting Pronouncements (Continued)

In July 2015, the FASB issued ASU No. 2015-11,Simplifying the Measurement of Inventory, which amends FASB ASU Topic 330,Inventory. This ASU requires entities to measure inventory at the lower of cost or net realizable value and eliminates the option that currently exists for measuring inventory at market value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. This ASU should be applied prospectively with earlier application permitted. The Company does not anticipate the adoption of this ASU todid not have a material impact on the Company’s financial position or results of operations.

In November 2015, the FASB issued ASU No. 2015-17,Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes,which simplifies the presentation of deferred income taxes. The ASU provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified balance sheet. The standard is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim and annual financial statements that have not yet been issued. The new guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not expect the adoption of this standard todid not have a material impact on the Company’s consolidated financial statements.

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. For public companies, 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 is currently evaluating the impact of these changes to the Company’s 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.

As of June 30, 2016,March 31, 2017, 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 six monthsquarter ended June 30, 2016.March 31, 2017.

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.

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.