TOFUTTI BRANDS INC - Quarter Report: 2013 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 28, 2013
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o
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Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the transition period from [ ] to [ ]
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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)
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 o
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 o
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, or a non-accelerated filer. See of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 8, 2013 the Registrant had 5,153,706 shares of Common Stock, par value $0.01, outstanding.
TOFUTTI BRANDS INC.
INDEX
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Page
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| Part I - Financial Information: | |||||
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6
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9
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14
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14
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| Part II - Other Information: | |||||
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15
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Item 1. Financial Statements
TOFUTTI BRANDS INC.
(in thousands, except share and per share figures)
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September 28,
2013 |
December 29,
2012*
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Assets
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Current assets:
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Cash and cash equivalents
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$ | 297 | $ | 471 | ||||
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Accounts receivable, net of allowance for doubtful accounts and sales promotions of $323 and $303, respectively
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2,230 | 1,880 | ||||||
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Inventories, net of reserve of $100 and $100, respectively
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1,912 | 1,750 | ||||||
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Prepaid expenses
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142 | 77 | ||||||
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Deferred costs
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304 | 165 | ||||||
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Refundable income taxes
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— | 331 | ||||||
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Total current assets
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4,885 | 4,674 | ||||||
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Other assets
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16 | 16 | ||||||
| $ | 4,901 | $ | 4,690 | |||||
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accounts payable
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$ | 844 | $ | 446 | ||||
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Accrued expenses
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332 | 436 | ||||||
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Deferred revenue
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336 | 183 | ||||||
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Total current liabilities
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1,512 | 1,065 | ||||||
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Stockholders’ equity:
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Preferred stock - par value $.01 per share; authorized 100,000 shares, none issued
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— | — | ||||||
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Common stock - par value $.01 per share; authorized 15,000,000 shares, issued and outstanding 5,153,706 shares at September 28, 2013, and 5,153,706 shares at December 29, 2012
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52 | 52 | ||||||
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Retained earnings
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3,337 | 3,573 | ||||||
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Total stockholders’ equity
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3,389 | 3,625 | ||||||
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Total liabilities and stockholders’ equity
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$ | 4,901 | $ | 4,690 | ||||
*Derived from audited financial information.
See accompanying notes to condensed financial statements.
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TOFUTTI BRANDS, INC.
(Unaudited)
(in thousands, except per share figures)
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Thirteen
weeks ended
September 28, 2013
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Thirteen
weeks ended
September 29, 2012
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Thirty-nine
weeks ended
September 28, 2013
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Thirty-nine
weeks ended
September 29, 2012
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Net sales
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$ | 3,442 | $ | 3,498 | $ | 11,143 | $ | 10,486 | ||||||||
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Cost of sales
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2,405 | 2,616 | 7,613 | 7,658 | ||||||||||||
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Gross profit
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1,037 | 882 | 3,530 | 2,828 | ||||||||||||
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Operating expenses:
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Selling and warehouse
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404 | 350 | 1,351 | 1,157 | ||||||||||||
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Marketing
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161 | 184 | 485 | 509 | ||||||||||||
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Research and development
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130 | 144 | 450 | 497 | ||||||||||||
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General and administrative
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450 | 483 | 1,434 | 1,450 | ||||||||||||
| 1,145 | 1,161 | 3,720 | 3,613 | |||||||||||||
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Loss before income taxes
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(108 | ) | (279 | ) | (190 | ) | (785 | ) | ||||||||
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Income tax (benefit) expense
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41 | (62 | ) | 46 | (259 | ) | ||||||||||
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Net loss
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$ | (149 | ) | $ | (217 | ) | $ | (236 | ) | $ | (526 | ) | ||||
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Weighted average common shares outstanding:
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Basic and diluted
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5,154 | 5,154 | 5,154 | 5,154 | ||||||||||||
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Net loss per common share:
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Basic and diluted
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$ | (0.03 | ) | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.10 | ) | ||||
See accompanying notes to condensed financial statements.
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TOFUTTI BRANDS INC.
(Unaudited)
(in thousands)
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Thirty-nine
weeks
ended
September 28, 2013
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Thirty-nine
weeks
ended
September 29, 2012
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Cash (used in) operating activities, net
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$ | (174 | ) | $ | (1,364 | ) | ||
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Cash (used in) financing activities, net
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— | (17 | ) | |||||
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Net (decrease) in cash and cash equivalents
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(174 | ) | (1,381 | ) | ||||
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Cash and cash equivalents at beginning of period
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471 | 1,594 | ||||||
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Cash and cash equivalents at end of period
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$ | 297 | $ | 213 | ||||
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Supplemental cash flow information:
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Income taxes paid
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$ | 6 | $ | 6 | ||||
See accompanying notes to condensed financial statements.
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TOFUTTI BRANDS INC.
(in thousands, except per share figures)
Note 1: Liquidity and Capital Resources
At September 28, 2013, Tofutti Brands, Inc. (“Tofutti” or the “Company”) had approximately $297 in cash compared to $471 at December 29, 2012. Net cash used in operating activities for the thirty-nine weeks ended September 28, 2013 was $174 compared to $1,364 used in operating activities for the thirty-nine weeks ended September 29, 2012. Net cash used in operating activities for the thirty-nine weeks ended September 28, 2013 was primarily a result of the net loss of $236 as well as increases in inventory and accounts receivable offset by increases in accounts payable and accrued expenses.
The Company has historically financed operations and met capital requirements primarily through positive cash flow from operations. However, due to the net loss for the thirty-nine week period ended September 28, 2013, and cash used in operations, the Company may require additional financing in order to accomplish or exceed their business plans for future periods. The Company has instituted cost cutting measures for fiscal year 2013 as a way to increase profitability and operating cash flow in future periods.
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, and other factors beyond the Company’s control. 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. Consequently, the Company’s historical operating results cannot be relied on as 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.
Note 2: Description of Business
Tofutti Brands Inc. (“Tofutti” or the “Company”) is engaged in one business segment, the development, production and marketing of non-dairy frozen desserts and other food 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 condensed balance sheet amounts as of December 29, 2012 are derived from our audited financial statements for the year ended December 29, 2012. The financial information should be read in conjunction with the audited financial statements and notes thereto for the year ended December 29, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for the thirteen and thirty-nine week periods ended September 28, 2013 are not necessarily indicative of the results to be expected for the full year or any other period.
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TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements
(in thousands, except per share figures)
The Company operates on a fiscal year which ends on the Saturday closest to December 31st.
Note 4: Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the thirteen or thirty-nine weeks ended September 28, 2013 that are of material significance, or have potential material significance, to the Company.
Note 5: Inventories
The composition of inventories is as follows:
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September 28,
2013 |
December 29,
2012
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Finished products
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$ | 1,307 | $ | 1,099 | ||||
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Raw materials and packaging
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605 | 651 | ||||||
| $ | 1,912 | $ | 1,750 | |||||
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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. As of the periods ended September 28, 2013 and December 29, 2012, the Company has recorded a full valuation allowance on its deferred tax asset balances.
Note 7: Earnings (Loss) 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 September 28, 2013 and September 29, 2012 have been computed by dividing net income by the weighted average number of common shares outstanding and common stock equivalents, which include options outstanding during the same period. There were no potentially dilutive securities outstanding for the thirteen and thirty-nine weeks ended, September 28, 2013. Not included in the calculation for the thirteen and thirty-nine weeks ended September 29, 2012 were 41,000 non-qualified options granted to directors that were antidilutive because of the net loss in the periods.
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TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements
(in thousands, except per share figures)
The following table sets forth the computation of basic and diluted loss per share:
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Thirteen
Weeks
Ended
Sept. 28, 2013
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Thirteen
Weeks
Ended
Sept. 29, 2012
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Thirty-nine Weeks
Ended
Sept. 28, 2013
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Thirty-nine Weeks
Ended
Sept. 29, 2012
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Numerator
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Net loss-basic and diluted
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$ | (149 | ) | $ | (217 | ) | $ | (236 | ) | $ | (526 | ) | ||||
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Denominator
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Denominator for basic and diluted earnings per share weighted average shares
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5,154 | 5,154 | 5,154 | 5,154 | ||||||||||||
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Loss per common share basic and diluted
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$ | (0.03 | ) | $ | (0.04 | ) | $ | (0.05 | ) | $ | (0.10 | ) | ||||
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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 recognize revenue when goods are shipped from our production facilities or outside warehouses and the following four criteria have been met: (i) the product has been shipped and we have no significant remaining obligations; (ii) persuasive evidence of an arrangement exists; (iii) the price to the buyer is fixed or determinable; and (iv) collection is probable. We record as deductions against sales all trade discounts, returns and allowances that occur in the ordinary course of business, when the sale occurs. To the extent we charge our customers for freight expense, it is included in revenues. The amount of freight costs charged to customers has not been material to date.
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
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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.
Income Taxes. The carrying value of deferred tax assets assumes that we will be able to generate sufficient future taxable income to realize the deferred tax assets based on estimates and assumptions. If these estimates and assumptions change in the future, we may be required to record a valuation allowance against deferred tax assets which could result in additional income tax expense. 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. Our federal and state tax returns are open to examination for the years 2010 through 2012.
Deferred Revenue and Costs. Deferred revenue represents amounts from sales of our products that have been billed and shipped, but for which the transactions have not met our revenue recognition criteria. The cost of the related products have been recorded as deferred costs on our balance sheet.
Results of Operations
Thirteen Weeks Ended September 28, 2013 Compared with Thirteen Weeks Ended September 29, 2012
Net sales for the thirteen weeks ended September 28, 2013 were $3,442,000, a decrease of $56,000, or 2%, from net sales of $3,498,000 for the thirteen weeks ended September 29, 2012. The decrease in sales was primarily a result of decreased sales of our frozen dessert products coupled with a smaller than anticipated increase in non-dairy cheese product sales. Our frozen dessert sales continue to be negatively impacted by the overall industry decline in sales of all frozen dessert categories.
Our gross profit in the thirteen week period ended September 28, 2013 was $1,037,000, an increase of $155,000 or 18%, compared to $882,000 in the thirteen week period ended September 29, 2012. Our gross profit percentage was 30% for the period ending September 28, 2013 compared to 25% for the period ending September 29, 2012. The increase in our gross profit percentage was due primarily to price increases in certain product categories during the second quarter of 2013 and not having certain promotional allowance programs that were in place during the 2012 thirteen week period repeated in the 2013 thirteen week period. Freight out expense, a significant part of our cost of sales, increased by $88,000, or 44%, to $290,000 for the thirteen weeks ended September 28, 2013 compared with $202,000 for the thirteen weeks ended September 29, 2012. As a percentage of sales, freight out expense increased to 8% in the 2013 thirteen week period compared to 6% for the 2012 thirteen week period. Our freight out expense during the third quarter was negatively impacted by higher fuel costs that occurred during the summer months in 2013 and the fact that during September we relocated our refrigerated products to a new warehouse, which led us to incur additional non-recurring freight expense. We expect that our move to the new warehouse location will generate operational savings in future periods that will more than offset the cost of the move. We expect freight out expense to return to its historical percentage of sales during the fourth quarter.
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Selling expenses increased by $54,000, or 15%, to $404,000 for the thirteen weeks ended September 28, 2013 compared to $350,000 for the thirteen weeks ended September 29, 2012. This increase was due principally to increases in payroll expense of $18,000 due to the addition of two salespersons in the period, who were hired to assist in the effort to increase our sales, and an increase in outside warehouse rental expense of $36,000 due to the higher level of inventory. We anticipate that the current period’s selling expenses will continue on the same level for the balance of 2013 due primarily to higher payroll costs resulting from the additional sales personnel.
Marketing expenses decreased by $23,000, or 13%, to $161,000 for the thirteen weeks ended September 28, 2013 compared to $184,000 for the thirteen weeks ended September 29, 2012 due principally to decreases in television and radio advertising expense of $12,000, public relations expense of $12,000, and promotions expense of $11,000, which decreases were partially offset by an increase in artwork and plate expense of $7,000. We anticipate that the current period’s marketing expenses will continue on the same level for the balance of 2013.
Research and development costs, which consist principally of salary expenses and laboratory costs, decreased by $14,000, or 10%, to $130,000 for the thirteen weeks ended September 28, 2013 from $144,000 for the thirteen weeks ended September 29, 2012, due to a decrease in payroll expense of $3,000, professional fees and outside services of $2,000 and equipment repairs of $5,000. We anticipate that our research and development expenses will continue at the same level for the remainder of 2013.
General and administrative expenses decreased by $33,000, or 7%, to $450,000 for the thirteen weeks ended September 28, 2013 compared with $483,000 for the thirteen weeks ended September 29, 2012 due to decreases in travel and entertainment expense of $7,000, professional fees and outside services expense of $2,000, public relations expense of $10,000, and IT expense of $17,000. We anticipate that our general and administrative expenses will continue on the same level for the balance of 2013.
For the thirteen weeks ended September 28, 2013, we recognized income tax expense of $41,000 compared to income tax benefit of $62,000 for the thirteen weeks ended September 29, 2012. The increase in income tax expense was due to the change in our estimate for the refundable income taxes which we finalized when amending our returns during the thirteen weeks ending September 28, 2013. The income tax benefit for the thirteen weeks ended September 29, 2012 was primarily related to the net operating loss generated during the period.
Thirty-nine Weeks Ended September 28, 2013 Compared with Thirty-nine Weeks Ended September 29, 2012
Net sales for the thirty-nine weeks ended September 28, 2013 were $11,143,000, an increase of $657,000, or 6%, from net sales of $10,486,000 for the thirty-nine weeks ended September 29, 2012. The increase in sales was primarily from increased sales of our non-dairy cheese products. Our frozen dessert sales continue to be negatively impacted by the overall industry decline in sales of all frozen dessert categories.
Our gross profit in the period ended September 28, 2013 was $3,530,000, an increase of $702,000, or 25%, compared to $2,828,000 in the period ended September 29, 2012. Our gross profit percentage was 32% for the period ending September 28, 2013 compared to 27% for the period ending September 29, 2012. The increase in our gross profit percentage was due primarily to price increases in certain product categories during the second quarter of 2013 and not having certain promotional allowance programs that were in place during the 2012 thirty-nine week period repeated in the 2013 thirty-nine week period. Freight out expense, a significant part of our cost of sales, increased by $80,000, or 11%, to $797,000 for the thirty-nine weeks ended September 28, 2013 compared to $717,000 for the thirty-nine weeks ended September 29, 2012 due to the higher level of sales, which was positively impacted by a more efficient shipping process in which more full loads of products were being shipped. As a percentage of sales,
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freight out expense was 7% in both the 2013 and 2012 thirty-nine week periods.
Selling expenses increased by $194,000, or 17%, to $1,351,000 for the thirty-nine weeks ended September 28, 2013 compared to $1,157,000 for the thirty-nine weeks ended September 29, 2012. This increase was due principally to increases in payroll expense of $191,000 due to the addition of three salespersons, who were hired to assist in the effort to increase our sales, commissions expense of $20,000, and travel, entertainment and auto expense of $22,000, which increases were partially offset by decreases in outside warehouse rental expense of $11,000, messenger costs of $18,000, and meeting and convention expense of $13,000. Outside warehouse rental expense declined due to the reduction in inventory on hand in the current period compared to inventory in the thirty-nine weeks ended September 29, 2012.
Marketing expenses decreased by $24,000, or 5%, to $485,000 for the thirty-nine weeks ended September 28, 2013 compared to $509,000 for the thirty-nine weeks ended September 29, 2012 due principally to decreases in television and radio advertising expense of $12,000, magazine advertising expense of $21,000, public relations expense of $48,000, point of sale material expense of $7,000, and promotion expense of $21,000, which decreases were offset by increases in artwork and plate expense of $13,000 and newspaper advertising expense of $74,000, such increase a result of the promotion of new products introduced during 2013.
Research and development costs, which consist principally of salary expenses and laboratory costs, decreased by $47,000, or 9%, to $450,000 for the thirty-nine weeks ended September 28, 2013 from $497,000 for the thirty-nine weeks ended September 29, 2012, due to a decrease in payroll expense of $9,000, lab expenses of $54,000, equipment repair expense of $8,000, which decreases were partially offset by increases in professional fees and outside services expense of $31,000.
General and administrative expenses decreased by $16,000, or 1%, to $1,434,000 for the thirty-nine weeks ended September 28, 2013 compared with $1,450,000 for the thirty-nine weeks ended September 29, 2012 due to decreases in IT expense of $70,000 and public relations expense of $12,000, which expenses were partially offset by increases in payroll costs of $25,000, professional fees and outside services expense of $36,000, auto expense of $5,000 and building maintenance expense of $4,000. The increase in professional fees and outside services expense was due to legal fees, kashrut or rabbinical certification fees, and other consulting fees. The decrease in IT expense was due to no expense for internal website design as there was in the 2012 period.
For the thirty-nine weeks ended, September 28, 2013, we recognized income tax expense of $46,000 compared to income tax benefit of $259,000 for the thirty-nine weeks ended, September 29, 2012. The increase in income tax expense was due to the change in our estimate for the refundable income taxes which we finalized when amending our returns during the thirteen weeks ending September 28, 2013. The income tax benefit for the thirty-nine weeks ended September 29, 2012 was primarily related to the net operating loss generated during the period.
Liquidity and Capital Resources
As of September 28, 2013, we had approximately $297,000 in cash and cash equivalents and our working capital was approximately $3.4 million, compared with approximately $471,000 in cash and cash equivalents and working capital of $3.6 million at December 29, 2012.
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The following table summarizes our cash flows for the periods presented:
|
Thirty-nine Weeks
ended September 28, 2013
|
Thirty-nine Weeks
ended September 29, 2012
|
|||||||
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Net cash used in operating activities
|
$ | (174,000 | ) | $ | (1,364,000 | ) | ||
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Net cash used in financing activities
|
— | (17,000 | ) | |||||
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Net decrease in cash and cash equivalents
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$ | (174,000 | ) | $ | (1,381,000 | ) | ||
The decrease in our cash and cash equivalents for the thirty-nine weeks ended September 28, 2013 is attributable to the $174,000 used in operating activities. The net cash used in operating activities was the result of the $236,000 net loss in the period and a $211,000 increase in current assets, offset in part by an increase in current liabilities of $447,000. Inventory increased by $162,000 as a result of purchases by us of finished goods in preparation for the historically stronger selling periods of the second and third quarters, while accounts receivables increased by $350,000 due to the higher level of sales in the 2013 thirty-nine week period as compared to the 2012 thirty-nine week period. Accounts payable and accrued expenses increased primarily as a result of the inventory purchases made during the thirty-nine weeks ended September 28, 2013. We believe that we will be able to fund our operations during the next twelve months from our working capital and from cash generated from operations.
Our Board of Directors first instituted a share repurchase program in September 2000 which, after several amendments, has to date authorized the repurchase of 2,200,000 shares of our common stock at prevailing market prices. In January and February 2012, we purchased 8,480 shares at a cost of $16,000. We have made no purchases since February 2012.
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
As of September 28, 2013, we did not have any material contractual obligations or commercial commitments.
Recent Accounting Pronouncements
See Note 4 to the unaudited condensed consolidated financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.
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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.
Evaluation of Disclosure Controls and Procedures. As of September 28, 2013, 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 September 28, 2013.
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 September 28, 2013 because of the following material weaknesses in internal controls over financial reporting:
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a 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 and income tax assertions in a timely manner.
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The limited size of the accounting department makes it impracticable to achieve an optimum separation of duties.
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We are seeking ways to remediate these weaknesses, which stem from our small workforce, which consisted of twelve employees at September 28, 2013, that will not require us to hire additional personnel.
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.
We are not a party to any material litigation.
We may not be able to attain profitability in the future. To the extent that we continue to incur operating losses, we may not have sufficient working capital to fund our operations in the future.
Since mid-2011, when our then largest customer, Trader Joe’s (which accounted for 9% of our net sales in fiscal 2011 and 19% of our net sales in fiscal 2010), discontinued stocking branded goods, our sales have declined and the loss of revenues has affected our profitability. We had net income of $43,000 in the year ended December 31, 2011 and incurred a net loss of $824,000 in the year ended December 29, 2012. While net sales for the thirty-nine weeks ended September 28, 2013 increased by 6% to $11. 1 million from net sales of $10.5 million for the thirty-nine weeks ended September 29, 2012, we incurred a loss of $236,000 for the 2013 thirty-nine week period. If we are unable to continue to increase revenues, we may not be able to return to or sustain profitable operations in the future or generate positive cash flows from our operations. The lack of sufficient working capital could also negatively impact our ability to introduce and adequately promote new products.
As of September 28, 2013, we had approximately $297,000 in cash and cash equivalents and our working capital was approximately $3.4 million, compared with approximately $471,000 in cash and cash equivalents and working capital of $3.6 million at December 29, 2012. To the extent that we continue to incur operating losses in the future or are unable to generate free cash flows from our business, we may not have sufficient working capital to fund our operations and will be required to obtain additional financing. Such financing may not be available, or, if available, may not be on terms satisfactory to us. If adequate funds are not available to us, our business, and results of operations and financial condition will be adversely affected.
There have been no other material changes to our “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 29, 2012.
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None.
None.
None.
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31.1
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Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
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31.2
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Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
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32.1
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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.
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32.2
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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.
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101.INS
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Instance Document*
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101.SCH
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Schema Document*
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| 101.CAL | Calculation Linkbase Document* |
| 101.DEF | Definition Linkbase Document* |
| 101.LAB | Labels Linkbase Document* |
| 101.PRE | Presentation Linkbase Document* |
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*
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Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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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.
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TOFUTTI BRANDS INC.
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(Registrant)
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/s/David Mintz
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David Mintz
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President
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/s/Steven Kass
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Steven Kass
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Chief Accounting and Financial Officer
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Date: November 12, 2013
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