UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 28, 2020
[  ]	Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the transition period from [______] to [_____]

 

Commission file number: 1-9009

 

Tofutti Brands Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		13-3094658
(State of Incorporation)		(I.R.S. Employer Identification No.)

 

50 Jackson Drive, Cranford, New Jersey 07016

(Address of Principal Executive Offices)

 

(908) 272-2400

(Registrant’s Telephone Number, including area code)

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		TOFB		None

 

N/A

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

 

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 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 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).

 

Yes [X] No [  ]

 

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

 

Large accelerated filer [  ]		Accelerated filer [  ]
Non-accelerated filer [X]
Smaller reporting company [X]		Emerging growth company [  ]

 

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 7(a)(2)(B) of the Securities Act. [  ]

 

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

 

Yes [  ] No [X]

 

As of June 21, 2020 the Registrant had 5,153,706 shares of Common Stock, par value $0.01, outstanding.

 

 

 

EXPLANATORY NOTE

 

On May 12, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the 45-day extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (the “Order”) with respect to it to its Form 10-Q for the period ended March 28, 2020 (the “Form 10-Q”). Consistent with the Company’s statements made in the Form 8-K, the Company was unable to its Form 10-Q until now because of the impact of the COVID-19 pandemic, which, among other things, due to travel limitations and the requirements of “social distancing,” adversely impacted the Company’s ability to complete its filing on a timely basis. The impact of COVID-19 on the Company was exacerbated because of the Company’s small accounting staff. Further, the Company’s management team was not able to devote the requisite time and attention to prepare and finalize the 10-Q prior to the deadline of May 12, 2020, as it has had to address the various business and operational issues resulting from COVID-19.

 

 

TOFUTTI BRANDS INC.

 

INDEX

 

			Page
Part I - Financial Information:
	Item 1.	Financial Statements	4
		Condensed Balance Sheets – March 28, 2020 (Unaudited) and December 28, 2019	4
		Condensed Statements of Operations -(Unaudited) - Thirteen Week Periods ended March 28, 2020 and March 30, 2019	5
		Condensed Statements of Changes in Stockholders’ Equity -(Unaudited) - Thirteen Week Periods ended March 28, 2020 and March 30, 2019	6
		Condensed Statements of Cash Flows -(Unaudited) - Thirteen Week Periods ended March 28, 2020 and March 30, 2019	7
		Notes to Condensed Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
	Item 4.	Controls and Procedures	20
Part II - Other Information:
	Item 1.	Legal Proceedings	21
	Item 1A.	Risk Factors	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
	Item 3.	Defaults Upon Senior Securities	22
	Item 4.	Mine Safety Disclosures	22
	Item 5.	Other Information	22
	Item 6.	Exhibits	22
		Signatures	23

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

TOFUTTI BRANDS INC.

Condensed Balance Sheets

(in thousands, except share and per share figures)

 

		March 28, 2020				December 28, 2019*
Assets
Current assets:
Cash and cash equivalents		$	908			$	514
Accounts receivable, net of allowance for doubtful accounts and sales promotions of $442 and $407, respectively			1,344				1,819
Inventories			1,897				1,929
Prepaid expenses and other current assets			126				120
Total current assets			4,275				4,382
Deferred tax assets			217				217
Fixed assets (net of accumulated depreciation of $7 and $5, respectively)			143				145
Operating lease right-of-use assets			227				252
Other assets			36				30
Total assets		$	4,898			$	5,026
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable			6				167
Accrued expenses			385				375
Total current liabilities			391				542
Convertible note payable-long term-related party			500				500
Operating lease liabilities			129				156
Total liabilities			1,020				1,198
Stockholders’ equity:
Preferred stock - par value $.01 per share; authorized 100,000 shares, none issued			—				—
Common stock - par value $.01 per share; authorized 15,000,000 shares, issued and
outstanding 5,153,706 shares at March 28, 2020 and December 28, 2019			52				52
Additional paid-in capital			207				207
Retained earnings			3,619				3,569
Total stockholders’ equity			3,878				3,828
Total liabilities and stockholders’ equity		$	4,898			$	5,026

 

*Derived from audited financial information.

 

See accompanying notes to condensed financial statements.

 

 

TOFUTTI BRANDS, INC.

Condensed Statements of Operations

(Unaudited)

(in thousands, except per share figures)

 

		Thirteen weeks ended March 28, 2020				Thirteen weeks ended March 30, 2019
Net sales		$	3,226			$	3,501
Cost of sales			2,230				2,518
Gross profit			996				983
Operating expenses:
Selling			307				397
Marketing			125				84
Research and development			90				58
General and administrative			411				409
			933				948
Income before interest expense and income taxes			63				35
Interest expense			6				6
Income before income taxes			57				29
Income tax expense			7				6
Net income		$	50			$	23
Weighted average common shares outstanding:
Basic and diluted			5,154				5,154
Earnings per common share:
Basic and diluted		$	0.01			$	0.00

 

See accompanying notes to condensed financial statements.

 

 

TOFUTTI BRANDS, INC.

Condensed Statements of Changes in Stockholders’ Equity

(Unaudited)

(in thousands)

 

		Thirteen Week Period Ended March 30, 2019
		Common Stock				Additional Paid-in Capital				Retained Earnings				Total
December 28, 2019		$	52			$	207			$	3,569			$	3,828
Net Income			—				—				50				50
March 28, 2020		$	52			$	207			$	3,619			$	3,878

 

		Thirteen Week Period Ended March 31, 2018
		Common Stock				Additional Paid-in Capital				Retained Earnings				Total
December 30, 2018		$	52			$	207			$	3,491			$	3,750
Net Income			—				—				23				23
March 30, 2019		$	52			$	207			$	3,514			$	3,773

 

See accompanying notes to condensed financial statements.

 

 

TOFUTTI BRANDS INC.

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)

 

		Thirteen weeks ended March 28, 2020				Thirteen weeks ended March 30, 2019
Cash provided by operating activities, net		$	394			$	62
Cash used in investing activities, net			—				(29	)
Net increase in cash and cash equivalents			394				33
Cash and cash equivalents at beginning of period			514				558
Cash and cash equivalents at end of period		$	908			$	591
Supplemental cash flow information:
Income taxes paid		$	7			$	6
Interest expenses paid		$	6			$	6
Operating cash flows supplemental information:
Cash paid for amounts in the measurement of the operating lease liability		$	26			$	25
Right of use assets obtained in exchange for operating lease liability			—			$	362

 

See accompanying notes to condensed financial statements.

 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except for share and per share data)

 

Note 1: Liquidity and Capital Resources

 

At March 28, 2020, Tofutti Brands, Inc. (“Tofutti” or the “Company”) had approximately $908 in cash compared to $514 at December 28, 2019. Net cash provided by operating activities for the thirteen weeks ended March 28, 2020 was $394 compared to $62 provided by operating activities for the thirteen weeks ended March 30, 2019. Net cash used in investing activities for the thirteen weeks ended March 28, 2020 was $0 compared to $29 used in investing activities for the thirteen weeks ended March 30, 2019. Net cash used in financing activities for both the thirteen weeks ended March 28, 2020 and March 30, 2019 was $0.

 

The Company historically has primarily financed operations and met capital requirements through positive cash flow from operations. However, due to net losses and cash used in operations in prior years in order to provide the Company with additional working capital, on January 6, 2016, David Mintz, the Company’s Chairman and Chief Executive, provided it with a loan of $500. The original loan was convertible into shares of the Company’s common stock at a conversion price of $4.01 per share, the closing price of its common stock on the NYSE MKT on the date the promissory note was first entered into. The loan, which has been extended until December 31, 2022 effective January 10, 2020, is convertible into the Company’s common stock at a conversion price of $1.77 per share, the closing price of the common stock on the OTCQB on the date the extension of the promissory note was entered into. See Note 10.

 

The Company’s ability to introduce successful new products may be adversely affected by a number of factors, such as unforeseen cost and expenses, economic environment, increased competition, the inability to make sales calls due to travel restrictions imposed by governmental agencies in response to the spread of COVID-19 and other factors beyond the Company’s control. The Company’s ability to promote sales through promotional activities has also been constrained as many supermarkets are understaffed and unable to change pricing for items in stock, resulting in the cancelation of many sales promotional discounts for the foreseeable future. Trade food shows and sales conferences, major events used to introduce and sell the Company’s products, have been postponed indefinitely.

 

Management cannot provide assurance that the Company will operate profitably in the future, or that it will not require significant additional financing in order to accomplish or exceed the objectives of its business plan. In addition, the continued spread of COVID-19 and the resulting economic downturn could materially and adversely affect the Company’s business and results of operations. Consequently, the Company’s historical operating results cannot be relied on to be an indicator of future performance, and management cannot predict whether the Company will obtain or sustain positive operating cash flow or generate net income in the future.

 

Small Business Administration Loan

 

On May 4, 2020, the Company was granted a loan (the “Loan”) from the Valley National Bank in the aggregate amount of $165, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The term of the loan is four years, with monthly payments due the first day of each month, beginning seven months from the date of initial disbursement, or December 1, 2020, whichever is earlier. Interest accrues at 1% per year, effective on the date of initial disbursement. In addition, a portion of the loan may be forgiven under provisions under the CARES Act based on payments for payroll, rent and utilities during the period subsequent to obtaining the loan.

 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except for share and per share data)

 

Note 2: Description of Business

 

Tofutti is engaged in one business segment, the development, production and marketing of non-dairy frozen desserts and other food products.

 

The Company reports on operating segments in accordance with standards for public companies to report information about operating segments and geographic distribution of sales in financial statements. While the Company has multiple products and or product groups, its goal is to focus on non-dairy foods. The Company’s chief operating decision maker tracks revenue by product groups, but does not track more granular operating results by product group as many of the ingredients are similar among these groups. As a result, the Company has determined that it has only one operating segment, which is the development, production and marketing of soy-based, non-dairy frozen desserts, frozen food products and soy-based cheese products.

 

Note 3: Basis of Presentation

 

The accompanying financial information is unaudited, but, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the thirteen week period ended March 28, 2020 are not necessarily indicative of the results to be expected for the full year or any other period.

 

The Company’s fiscal year is either a fifty-two or fifty-three week period which ends on the Saturday closest to December 31^st.

 

Note 4: New and Recently Adopted Accounting Standards

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. The amendments in this Update require a new topic to be added (Topic 326) to the Accounting Standards Codification (“ASC”) and removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as loans, trade receivables, reinsurance recoverables, and off-balance-sheet credit exposures, and held-to-maturity securities. Under current U.S. GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred. The guidance under ASU 2016-13 will remove all current recognition thresholds and will require entities under the new current expected credit loss (“CECL”) model to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that an entity expects to collect over the instrument’s contractual life. The new CECL model is based upon expected losses rather than incurred losses. Additionally, the credit loss recognition guidance for available-for-sale securities is amended and will require that credit losses on such debt securities should be recognized as an allowance for credit losses rather than a direct write-down of amortized cost balance. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the effect that this new guidance will have on our financial statements and related disclosures.

 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except for share and per share data)

 

Note 5: Inventories

 

The composition of inventories is as follows:

 

		March 28, 2020				December 28 2019
Finished products		$	1,227			$	1,187
Raw materials and packaging			670				742
		$	1,897			$	1,929

 

Note 6: Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for penalties or interest related to uncertain tax positions as part of its provision for income taxes.

 

Note 7: Earnings Per Share

 

Basic earnings per common share has been computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per common share for the periods ended March 28, 2020 and March 30, 2019 have been computed by dividing net income by the weighted average number of common shares outstanding and common stock equivalents, which include options and convertible notes outstanding during the same period. Not included in the calculations for the periods ended March 28, 2020 and March 30, 2019 were 80,000 non-qualified options granted to directors and a convertible note payable, as a consequence of their anti-dilutive effect.

 

The following table sets forth the computation of basic and diluted earnings per share:

 

		Thirteen Weeks Ended March 28, 2020				Thirteen Weeks Ended March 30, 2019
Numerator
Net income–basic and diluted		$	50			$	23
Denominator
Basic and diluted earnings per share weighted average shares			5,154				5,154
Earnings per share
Basic and diluted		$	0.01			$	0.00

 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except for share and per share data)

 

Note 8: Fixed Assets

 

Fixed assets consist of the following:

 

		March 28, 2020				December 28, 2019
Plant equipment		$	150			$	150
Less: accumulated depreciation			7				5
Fixed assets, net		$	143			$	145

 

Depreciation expense for the thirteen weeks ended March 28, 2020 and the thirteen weeks ended March 30, 2019 was $2 and $0, respectively.

 

Note 9: Share Based Compensation

 

On June 10, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan provides for grants of various types of awards that are designed to attract and retain highly qualified personnel who will contribute to the success of the Company and to provide incentives to participants in the 2014 Plan that are linked directly to increases in shareholder value which will therefore inure to the benefit of all shareholders of the Company. The Company intends to rely on a combination of multi-year performance awards, options and other stock-based awards for these purposes.

 

The 2014 Plan made 250,000 shares of common stock available for awards. The 2014 Plan also permits performance-based 2014 awards paid under it to be tax deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, as “performance-based compensation.” As of March 28, 2020, the Company had issued 80,000 non-qualified stock option awards under the 2014 Plan. 50,000 options expired on March 31, 2020, and another 30,000 options expired on June 9, 2020.

 

Note 10: Note Payable

 

Related Party

 

On January 6, 2016, David Mintz, the Company’s Chairman and Chief Executive, provided the Company with a loan of $500. The loan, which was originally set to expire on December 31, 2017 has been extended to December 31, 2022 effective January 10, 2020. The original loan was convertible into shares of the Company’s common stock at a conversion price of $4.01 per share, the closing price of its common stock on the NYSE MKT on the date the promissory note was first entered into. The extended loan is, at the option of the holder, convertible into the Company’s common stock at a conversion price of $1.77 per share, the closing price of the Company’s common stock on the date of the extension of the promissory note. No other terms of the loan were modified. Commencing March 31, 2016, interest of 5% is payable on a quarterly basis without compounding. The loan may be prepaid in whole or in part at any time without premium or penalty. In any event of default, as defined in the promissory note, without any action on the part of Mr. Mintz, the interest rate will increase to 12% per annum and the entire principal and interest balance under the loan, and all of the Company’s other obligations under the loan, will be immediately due and payable, and Mr. Mintz will be entitled to seek and institute any and all remedies available to him.

 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except for share and per share data)

 

		March 28, 2020				December 28, 2019
Note payable-related party		$	500			$	500
Less current maturity			—				—
Note payable related party, net of current maturity		$	500			$	500

 

Note 11: Revenue

 

Performance obligations relating to the delivery of food products are satisfied when the goods are shipped to the customer and net of all applicable discounts, as follows: Payment term discounts, off-invoice allowance, manufacturer chargeback, freight allowance, spoilage discounts, and product returns.

 

Revenues by geographical region are as follows:

 

		March 28, 2020				March 30, 2019
Americas		$	3,077			$	3,182
Europe			73				128
Asia Pacific and Africa			—				115
Middle East			76				76
		$	3,226			$	3,501
Approximately 93% of the Americas revenue in both the 2020 and the 2019 periods is attributable to sales in the United States. All of the Company’s assets are located in the United States.

 

Net sales by major product category:
		March 28, 2020				March 30, 2019
Frozen desserts and foods		$	412			$	523
Vegan cheese products			2,814				2,978
		$	3,226			$	3,501

 

Timing of revenue recognition:
			March 28, 2020				March 30, 2019
Products transferred at a point in time		$	3,226			$	3,501
		$	3,226			$	3,501

 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(In thousands, except for share and per share data)

 

Note 12: Leases

 

The Company’s facilities are located in a one-story facility in Cranford, New Jersey. The 6,200 square foot facility houses its administrative offices, a warehouse, walk-in freezer and refrigerator, and a product development laboratory and test kitchen. The Company’s original lease agreement expired on July 1, 1999, but it continues to occupy the premises on a monthly basis. Any changes by either the landlord or the Company remains subject to a six month notification period. The Company currently has no plans to enter into a long-term lease agreement for the facility. Rent expense was $19 in the thirteen weeks ended March 28, 2020 and $27 in the thirteen weeks ended March 30, 2019. The Company’s management believes that the Cranford facility will continue to satisfy its space requirements for the foreseeable future and that if necessary, such space can be replaced without a significant impact to the business. The Company rents warehouse storage space at various outside facilities. Outside warehouse expenses amounted to $114 for both the thirteen weeks ended March 28, 2020 and March 30, 2019.

 

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases primarily consisting of facilities with remaining lease terms of approximately two to four years. The Company does not have the option to terminate the leases early.

 

Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company has combined the lease and non-lease components in determining the lease liabilities and ROU assets.

 

The Company’s lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. The Company used the incremental borrowing rate on December 29, 2018 of 5.5% for all leases that commenced prior to that date.

 

ROU lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows:

 

		As of
		March 28, 2020
Operating lease right-of-use assets		$	227
Total ROU lease assets			227
Accounts payable			107
Operating lease liabilities			129
Total lease liability		$	236
Weighted average remaining lease term (in years)			2.3
Weighted average discount rate			5.5	%

 

Future lease payments included in the measurement of lease liabilities on the balance sheet as of December 28, 2019, for the following five fiscal years and thereafter are as follows:

 

		As of
		March 28, 2020
2020 (remaining)		$	89
2021			118
2022			37
2023			8
Total future minimum lease payments			252
Present value adjustment			16
Total		$	236

 

 

TOFUTTI BRANDS INC.

 

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

 

The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying financial statements.

 

The discussion and analysis which follows in this Quarterly Report and in other reports and documents and in oral statements made on our behalf by our management and others may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. These include statements regarding our earnings, projected growth and forecasts, and similar matters which are not historical facts. We remind stockholders that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which could cause the actual future events or results to differ materially from those described in the forward-looking statements. These uncertainties and other factors include, among other things, business conditions in the food industry and general economic conditions, both domestic and international; lower than expected customer orders; competitive factors; changes in product mix or distribution channels; and resource constraints encountered in developing new products. The forward-looking statements contained in this Quarterly Report and made elsewhere by or on our behalf should be considered in light of these factors.

 

Critical Accounting Policies

 

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The policies discussed below are considered by management to be critical to an understanding of our financial statements because their application places the most significant demands on management’s judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.

 

Revenue Recognition. We primarily sell non-dairy soy-based frozen desserts, cheeses and other food products as detailed in Note 11: Revenue. We recognize revenue when control over the products transfers to our customers, which generally occurs upon delivery or shipment of the products. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.

 

Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period.

 

 

Accounts Receivable. The majority of our accounts receivables are due from distributors (domestic and international) and retailers. Credit is extended based on evaluation of a customers’ financial condition and, generally, collateral is not required. Accounts receivable are most often due within 30 to 90 days and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. We determine whether an allowance is necessary by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. We write off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the bad debt expense account. We do not accrue interest on accounts receivable past due.

 

Inventory. Inventory is stated at lower of cost or market determined by first in first out (FIFO) method. Inventories in excess of future demand are written down and charged to the provision for inventories. At the point of which loss is recognized, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the newly established cost basis.

 

Fixed Assets. Fixed assets consist of frozen dessert manufacturing equipment that has been installed at our new co-packer’s frozen dessert manufacturing facilities. Depreciation is provided by charges to income using the straight-line method over the useful life of ten years.

 

Leases. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. We have operating leases primarily consisting of facilities with remaining lease terms of approximately two to four years. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we have combined the lease and non-lease components in determining the lease liabilities and ROU assets.

 

Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred tax assets. We will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes.

 

Recent accounting pronouncements

 

Our company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our balance sheets or statements of operations.

 

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. The amendments in this Update require a new topic to be added (Topic 326) to the Accounting Standards Codification (“ASC”) and removes the thresholds that entities apply to measure credit losses on financial instruments measured at amortized cost, such as loans, trade receivables, reinsurance recoverables, and off-balance-sheet credit exposures, and held-to-maturity securities. Under current U.S. GAAP, entities generally recognize credit losses when it is probable that the loss has been incurred. The guidance under ASU 2016-13 will remove all current recognition thresholds and will require entities under the new current expected credit loss (“CECL”) model to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that an entity expects to collect over the instrument’s contractual life. The new CECL model is based upon expected losses rather than incurred losses. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the effect that this new guidance will have on our financial statements and related disclosures.

 

Recent Developments

 

The COVID-19 outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, layoffs, defaults and other significant economic impacts, as well as general concern and uncertainty.

 

The current severity of the pandemic and the uncertainty regarding the length of its effects could have negative consequences for our company. To date, the effects of the pandemic have not materially affected our company’s operations. All of our co-packing facilities are currently operating as normal and the pandemic has not constrained any of our production requirements. We continue to be able to schedule trucks for delivery and a large majority of our customers are still operating and ordering our products as before.

 

Most of our administrative functions are being performed remotely. A small crew maintains the office for those functions that cannot be handled remotely. Our ability to collect money, pay bills, handle customer and consumer communications, schedule production, and order ingredients necessary for our production has not been impacted. To date, the pandemic has had minimal impact on our sales. The majority of our sales relate to retail products sold in supermarkets. Supermarket sales in general have seen a substantial surge in business due to the pandemic, as consumers stock up on all products that they would normally purchase. We experienced a slight decline in sales at the beginning of the imposition of restrictions to mitigate the spread of COVID-19 and experienced a decline with respect to food service sales to retail outlets, such as restaurants and small food shops, which account for a small part of our total business. We expect that any potential decline in our sales will be offset in whole or in part by a similar decline in sales and marketing expenses due to social distancing restrictions and other current government rules and regulations that preclude face to face sales meeting, attendance at trade shows and the initiation of new promotions.

 

To date we have not experienced a significant change in the timeliness of payments of our invoices and our cash position remains stable with approximately $908,000 of cash and cash equivalents as of March 28, 2020 and $1,200,000 as of May 31, 2020.

 

Depending on the length and severity of the pandemic, it could negatively affect our business in the following ways:

 

	●	An outbreak of the virus at one of our production facilities could eliminate or greatly reduce our ability to maintain production to support our level of sales.
	●	Some of our customers may have to reduce or completely eliminate their ability to receive orders if there is an outbreak at their facilities, which would have a negative impact on our sales.

 

 

	●	Some of our customers may ultimately go out of business, which would increase our bad debt expense exposure.
	●	More restrictive government rules and regulations could have a negative impact on consumers’ ability to purchase food and other items at retail stores, which would have a negative impact on our sales.
	●	Due to retail outlets prioritizing and maintaining availability of only products they currently sell, our inability to present and introduce new products may have a negative impact on our future sales.
	●	Our export business could be further negatively impacted by a further decline in foreign currencies against the dollar if foreign economies suffer severe negative consequences as a result of the pandemic.
	●	Certain of our customers, such as retail food service accounts, which have ceased current operations, may not resume operations, which could have a negative impact on our future sales.
	●	Current social distancing rules and other regulations have caused most consumers to go out and over-buy products, especially food items, for fear that new, more restrictive rules could be put in place that would eliminate their ability to purchase any items for a prolonged period of time. Once these rules have been relaxed or eliminated, there will likely be a significant reduction in consumer demand as they use up their excess purchases. Such a drop in consumer demand could have a negative impact upon our future sales.
	●	Future social distancing and government rules and regulations that remain in place that restrict the ability of consumers to shop and purchase food, or certain types of food as they had done prior to the outbreak of the pandemic could have a negative impact upon our sales.

 

If some or all of the preceding events take place, they would have a significant impact on our ability to maintain our current level of operations without a further infusion of capital.

 

Results of Operations

 

Thirteen Weeks Ended March 28, 2020 Compared with Thirteen Weeks Ended March 30, 2019

 

Net sales for the thirteen weeks ended March 28, 2020 decreased by $275,000, or 8%, to $3,226,000, from net sales of $3,501,000 for the thirteen weeks ended March 30, 2019. Sales of our frozen dessert and frozen food products, which consist primarily of frozen dessert products, decreased to $412,000 in the thirteen weeks ended March 28, 2020 from $523,000 for the thirteen weeks ended March 30, 2019. Sales of our vegan cheese products decreased to $2,814,000 in the 2020 period from $2,978,000 in the 2019 period. Sales of both our frozen dessert products and our vegan cheese product line were negatively impacted by the start of restrictions imposed due to the COVID-19 coronavirus, particularly in our export business. Our export vegan cheese product sales were also negatively impacted by the bankruptcy of our UK distributor at the end of 2019 due to the economic downturn in the UK brought about by the uncertainties of Brexit. We are in the process of finding a suitable replacement.

 

Our gross profit increased slightly to $996,000 in the period ended March 28, 2020 from $983,000 in the period ended March 30, 2019. Our gross profit percentage was 31% for the period ending March 28, 2020 compared to 28% for the period ending March 30, 2019. The increase was due to more vegan cheese products as a percentage of overall sales during the thirteen week 2020 period, which carry higher margins.

 

Freight out expense, a significant part of our cost of sales, increased by $38,000, or 19%, to $243,000 for the thirteen weeks ended March 28, 2020 compared with $205,000 for the thirteen weeks March 30, 2019. Freight out expense increased due to increased freight rates caused by a shortage of drivers during the COVID-19 outbreak. Freight out expense was 7% of sales for the thirteen weeks ended March 28, 2020 compared to 6% for the thirteen weeks ended March 30, 2019. We anticipate that freight out expense will continue at the same percentage of sales over the remainder of 2020.

 

 

Selling expenses decreased by $90,000, or 23%, to $307,000 for the thirteen weeks ended March 28, 2020 from $397,000 for the thirteen weeks ended March 30, 2019. This decrease was due principally to decreases of $53,000 in commission expense, $16,000 in payroll expense, $12,000 in meeting and convention expense, $6,000 in travel, entertainment and auto expense, and $3,000 in messenger expense. The decrease in commission expense was partially due to the termination of some food service brokers for which we incurred commission expense only in the 2019 period. We anticipate that our selling expenses will be significantly lower for the balance of 2020 compared to 2019.

 

Marketing expenses increased by $41,000, or 49%, to $125,000 for the thirteen weeks ended March 28, 2020 from $84,000 for the thirteen weeks ended March 30, 2019. Increases in advertising expense of $14,000 and in promotions expense of $30,000 were partially offset by a decrease in public relations expense of $3,000. These increases were due to certain expenses falling in a different quarter in 2020 than in 2019. We anticipate reductions in marketing expenses for the balance of 2020.

 

Research and development costs, which consist principally of salary expenses and laboratory costs, increased by $32,000, or 55%, to $90,000 for the thirteen weeks ended March 28, 2020 from $58,000 for the thirteen weeks ended March 30, 2019, due partially to increases in payroll expense of $10,000 and professional fees and services of $5,000. We anticipate that our research and development expenses will be lower over the balance of 2020.

 

General and administrative expenses increased slightly to $410,000 for the thirteen weeks ended March 28, 2020 from $409,000 for the thirteen weeks ended March 30, 2019. Decreases of payroll expense of $10,000, IT expense of $12,000, office supplies expense of $3,000 and building rental expense of $9,000 were offset by increases in professional fees and outside service expense of $20,000 and general insurance expense of $10,000. We anticipate that our general and administrative expenses for the remainder of 2020 will be similar to or slightly lower than those of 2019.

 

Income tax expense was $7,000 for the thirteen weeks ended March 28, 2020 and $6,000 for the thirteen weeks ended March 30, 2019. We did not record tax expense other than minimum state taxes for the thirteen weeks ending March 28, 2020 and March 30, 2019.

 

Liquidity and Capital Resources

 

As of March 28, 2020, we had approximately $908,000 in cash and cash equivalents and our working capital was approximately $3,884,000, compared with approximately $514,000 in cash and cash equivalents and working capital of $3,840,000 at December 28, 2019.

 

In order to provide our company with additional working capital, on January 6, 2016, David Mintz, our Chairman and Chief Executive Officer, provided our company with a loan of $500,000 which is secured by substantially all of our assets. The loan has been extended until December 31, 2022. Interest of 5% is payable on a quarterly basis without compounding. The loan may be prepaid in whole or in part at any time without premium or penalty. The loan is convertible into our common stock at a conversion price of $1.77 per share at the option of the holder, the closing price of our common stock on the OTCQB on the date the extension of the promissory note was entered into.

 

 

Small Business Administration Loan

 

On May 4, 2020, we were granted a loan (the “Loan”) from Valley National Bank in the aggregate amount of approximately $165,000, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The term of the loan is four years, with monthly payments due the first day of each month, beginning seven months from the date of initial disbursement, or December 1, 2020, whichever is earlier. Interest accrues at 1% per year, effective on the date of initial disbursement. In addition, a portion of the loan may be forgiven under provisions under the CARES Act based on payments for payroll, rent and utilities during the period subsequent to obtaining the loan.

 

The following table summarizes our cash flows for the periods presented:

 

		Thirteen Weeks ended March 28, 2020				Thirteen Weeks ended March 30, 2019
Net cash provided by operating activities		$	394,000			$	62,000
Net cash (used in) investing activities			—				(29,000	)
Net change in cash and cash equivalents		$	394,000			$	33,000

 

Net cash provided by operating activities for the thirteen weeks ended March 28, 2020 was $394,000 compared to $62,000 provided by operating activities for the thirteen weeks ended March 30, 2019. Net cash provided by operating activities for the thirteen weeks ended March 28, 2020 was primarily a result of our operating income and a decrease in accounts receivable and inventory, which was partially offset by decreases in accounts payable and accrued expenses. Net cash used in investing activities for the thirteen weeks ended March 28, 2020 was $0 compared to $29,000 used in investing activities for the thirteen weeks ended March 30, 2019. Accounts receivable decreased due to strong cash collection in the first quarter.

 

We believe our existing cash and cash equivalents on hand at March 28, 2020, existing working capital and the cash flows expected from operations, will be sufficient to support our operating and capital requirements during the next twelve months.

 

Inflation and Seasonality

 

We do not believe that our operating results have been materially affected by inflation during the preceding two years. There can be no assurance, however, that our operating results will not be affected by inflation in the future. Our business is subject to minimal seasonal variations with slightly increased sales historically in the second and third quarters of the fiscal year. We expect to continue to experience slightly higher sales in the second and third quarters, and slightly lower sales in the fourth and first quarters, as a result of reduced sales of nondairy frozen desserts during those periods.

 

Off-balance Sheet Arrangements

 

None.

 

Contractual Obligations

 

We had no material contractual obligations as of March 28, 2020.

 

 

Recently Adopted Accounting Standards

 

See Note 4 to the unaudited condensed financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We do not believe that our exposure to market risk related to the effect of changes in interest rates, foreign currency exchange rates, commodity prices and other market risks with regard to instruments entered into for trading or for other purposes is material.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures. As of March 28, 2020, our company’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as March 28, 2020.

 

Disclosure Controls and Internal Controls. As provided in Rule 13a-14 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended, Disclosure Controls are defined as meaning controls and procedures that are designed with the objective of insuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, designed and reported within the time periods specified by the SEC’s rules and forms. Disclosure Controls include, within the definition under the Exchange Act, and without limitation, controls and procedures to insure that information required to be disclosed by us in our reports is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

 

Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of the Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, 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.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management’s evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

 

 

Based on their evaluation under the frameworks described above, our chief executive officer and chief financial officer have concluded that our internal control over financial reporting was ineffective as of March 28, 2020 because of the following material weaknesses in internal controls over financial reporting:

 

	●	A continuing lack of sufficient resources and an insufficient level of monitoring and oversight, which may restrict our ability to gather, analyze and report information relative to the financial statements, including but not limited to accounting estimates, reserves, allowances, and income tax matters, in a timely manner.
	●	The limited size of the accounting department makes it impracticable to achieve an optimum separation of duties and monitoring of internal controls.

 

To date, we have been unable to remediate these weaknesses, which stem from our small workforce of nine persons at March 28, 2020.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any material litigation.

 

Item 1A. Risk Factors

 

Other than as set forth below, there have been no material changes to the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 28, 2019.

 

If we do not qualify for retention or forgiveness of the Paycheck Protection Program loan, our financial condition may be adversely affected.

 

On May 4, 2020, we entered into a loan agreement with Valley National Bank as the lender under the Paycheck Protection Program (the “PPP”) of the CARES Act administered by Small Business Administration (the “SBA”), and subsequently received a loan in the amount of approximately $165,000 (the “PPP Loan”) to help sustain our employee payroll costs, rent, and utilities due to the severe impact of the recent COVID-19 pandemic. We made good faith certifications of our necessity for the PPP Loan, and believe that we are in full compliance with the terms and conditions outlined in the CARES Act. However, as a consequence of post-PPP Loan rulemaking by the SBA, shifting regulatory guidance and/or other factors, we may be required to repay the PPP Loan before its expected maturity date. In addition, we hope to obtain forgiveness of all or a portion of the PPP Loan, as allowed under the CARES Act. As there is still substantial uncertainty about PPP forgiveness qualifications, we make no representations that we will qualify for forgiveness of all or part of the PPP Loan. Due to the incomplete and changing regulations around the PPP, new pronouncements may also change our current compliance status under the law, and any potential allowable forgiveness of the PPP Loan amount.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

Item 3. Default Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

31.1		Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2		Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1		Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Instance Document
101.SCH		Schema Document
101.CAL		Calculation Linkbase Document
101.DEF		Definition Linkbase Document
101.LAB		Labels Linkbase Document
101.PRE		Presentation Linkbase Document

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

	TOFUTTI BRANDS INC.
	(Registrant)
	/s/ David Mintz
	David Mintz
	President
	/s/ Steven Kass
	Steven Kass
	Chief Accounting and Financial Officer

 

Date: June 26, 2020