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 September 30, 2017April 2, 2022

[  ]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)

Delaware13-3094658

(State of
Incorporation)

(I.R.S. Employer

Identification No.)

50 Jackson Drive, Cranford, New Jersey07016

(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareTOFBNone

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 [   ] (Do not check if a smaller reporting company)
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 November 13, 2017May 16, 2022 the Registrant had 5,153,706 shares of Common Stock, par value $0.01, outstanding.

 

 

 

 

TOFUTTI BRANDS INC.

INDEX

Page
Part I - Financial Information:3
Item 1.Unaudited Condensed Financial Statements3
Condensed Balance Sheets – September 30, 2017(Unaudited)April 2, 2022 and December 31, 2016January 1, 20223
Condensed Statements of OperationsIncome - (Unaudited) Thirteen Weeks ended April 2, 2022 and Thirty-Nine Week Periods ended September 30, 2017 and October 1, 2016April 3, 20214
Condensed Statements of Changes in Stockholders’ Equity -Thirteen Weeks ended April 2, 2022 and April 3, 20215
Condensed Statements of Cash Flows -(Unaudited) – Thirty-Nine Week Periods-Thirteen Weeks ended September 30, 2017April 2, 2022 and October 1, 2016April 3, 202156
Notes to Condensed Financial Statements67
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations12
Item 3.Quantitative and Qualitative Disclosures About Market Risk1815
Item 4.Controls and Procedures1815
Part II - Other Information:
Item 1.Legal Proceedings2016
Item 1A.Risk Factors2016
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2016
Item 3.Defaults Upon Senior Securities2016
Item 4.Mine Safety Disclosures2016
Item 5.Other Information2016
Item 6.Exhibits2016
Signatures2117

2

 

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

TOFUTTI BRANDS INC.

Unaudited Condensed Balance Sheets

(in thousands, except share and per share figures)

 September 30, 2017 December 31, 2016*  April 2, 2022  January 1, 2022 
Assets                
Current assets:                
Cash and cash equivalents $505  $132 
Accounts receivable, net of allowance for doubtful
accounts and sales promotions of $371 and $370,
respectively
  2,308   2,626 
Cash $1,589  $1,698 
Accounts receivable, net of allowance for doubtful accounts and sales promotions of $310 and $435, respectively  1,402   1,336 
Inventories  1,673   1,565   2,412   1,874 
Prepaid expenses  53   66 
Deferred costs  97   100 
Prepaid expenses and other current assets  45   98 
Total current assets  4,636   4,489   5,448   5,006 
                
Fixed assets (net of accumulated depreciation of $18 and $14, respectively)  11   15 
Operating lease right-of-use assets  175   203 
Deferred tax assets  110   112 
Other assets  16   16   19   21 
 $4,663  $4,520 
Total assets $5,752  $5,342 
                
Liabilities and Stockholders’ Equity                
Current liabilities:                
Notes payable-current $6  $6 
SBA loan payable $  $165 
Income taxes payable  62   46 
Accounts payable  588   1,148   369   122 
Accrued expenses  501   278   484   347 
Deferred revenue  103   108 
Total current liabilities  1,198   1,540   915   680 
                
Convertible note payable-long term-related party  500   500 
Note payable-long term  6   10 
Operating lease liabilities  65   95 
Total liabilities  1,704   2,050   980   775 
                
Commitments and contingencies        
        
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 September 30, 2017 and December 31, 2016, respectively  52   52 
Preferred stock - par value $.01 per share; authorized 100,000 shares, NaN issued and outstanding      
Common stock - par value $.01 per share; authorized 15,000,000 shares, 5,153,706 shares issued and outstanding  52   52 
Additional paid-in capital  207   138   207   207 
Retained earnings  2,700   2,280   4,513   4,308 
Total stockholders’ equity  2,959   2,470   4,772   4,567 
Total liabilities and stockholders’ equity $4,663  $4,520  $5,752  $5,342 

*Derived from audited financial information.

See accompanying notes to unaudited condensed financial statements.

3

TOFUTTI BRANDS, INC.

Unaudited Condensed Statements of OperationsIncome

(Unaudited)

(in thousands, except per share figures)

  Thirteen weeks ended
April 2, 2022
  Thirteen weeks ended
April 3, 2021
 
       
Net sales $3,463  $3,150 
Cost of sales  2,606   2,149 
Gross profit  857   1,001 
         
Operating expenses:        
Selling and warehousing  264   323 
Marketing  156   70 
Product development costs  40   39 
General and administrative  337   447 
Total operating expenses  797   879 
         
Income from operations  60   122 
         
Other income:        
SBA loan forgiveness  165    
         
Income before interest expense and income taxes  225   122 
         
Interest expense     6 
         
Income before income taxes  225   116 
         
Income tax expense  20   36 
         
Net income $205  $80 
         
Weighted average common shares outstanding:        
Basic  5,154   5,154 
Diluted  5,154   5,436 
         
Earnings per common share:        
Basic $0.04  $0.02 
Diluted $0.04  $0.02 

  Thirteen
weeks ended
September 30, 2017
  Thirteen
weeks ended
October 1, 2016
  Thirty-nine
weeks ended
September 30, 2017
  Thirty-nine
weeks ended
October 1, 2016
 
             
Net sales $3,326  $3,606  $10,255  $10,902 
Cost of sales  2,059   2,498   6,801   7,371 
Gross profit  1,267   1,108   3,454   3,531 
                 
Operating expenses:                
Selling and warehouse  336   355   1,133   1,087 
Marketing  54   43   212   174 
Research and development  82   60   283   309 
General and administrative  465   612   1,382   1,580 
   937   1,070   3,010   3,150 
                 
Income from operations  330   38   444   381 
Interest expense  7   6   19   19 
Income before income tax  323   32   425   362 
Income tax expense        5   6 
                 
Net income $323  $32  $420  $356 
                 
Weighted average common shares outstanding:                
Basic and diluted  5,154   5,154   5,154   5,154 
                 
Net income per common share:                
Basic and diluted $0.06  $0.01  $0.08  $0.07 

See accompanying notes to unaudited condensed financial statements.

4

 

TOFUTTI BRANDS, INC.

Unaudited Condensed Statements of Changes in Stockholders’ Equity

(in thousands)

  Common Stock  Additional Paid-in Capital  Retained Earnings  Total 
  Thirteen Weeks Ended April 2, 2022 
  Common Stock  Additional Paid-in Capital  Retained Earnings  Total 
             
January 1, 2022 $52  $207  $4,308  $4,567 
Net income        205   205 
April 2, 2022 $52  $207  $4,513  $4,772 

  Thirteen Weeks Ended April 3, 2021 
  Common Stock  Additional Paid-in Capital  Retained Earnings  Total 
             
January 2, 2021 $52  $207  $3,569  $3,828 
Beginning Balance $52  $207  $3,569  $3,828 
Net income        80   80 
April 3, 2021 $52  $207  $4,245  $4,504 
Ending Balance $52  $207  $4,245  $4,504 

See accompanying notes to unaudited condensed financial statements.

5

TOFUTTI BRANDS INC.

Unaudited Condensed Statements of Cash Flows

(Unaudited)

(in thousands)

  Thirteen weeks ended
April 2, 2022
  Thirteen weeks ended
April 3, 2021
 
       
Cash (used in) provided by operating activities, net $(109) $987 
         
Net (decrease) increase in cash  (109)  987 
         
Cash at beginning of period  1,698   1,459 
         
Cash at end of period $1,589  $2,446 
         
Supplemental cash flow information:        
Income taxes paid $  $ 

  Thirty-nine
weeks
ended
September 30, 2017
  Thirty-nine
weeks
ended
October 1, 2016
 
       
Cash provided by (used in) operating activities, net $377  $(354)
         
Cash (used in) provided by financing activities, net  (4)  496 
Net increase in cash and cash equivalents  373   142 
         
Cash and cash equivalents at beginning of period  132   55 
         
Cash and cash equivalents at end of period $505  $197 
         
Supplemental cash flow information:        
Income taxes paid $5  $6 
Interest paid $19  $13 

See accompanying notes to unaudited condensed financial statements.

6

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)

Note 1: Liquidity and Capital Resources

At September 30, 2017, Tofutti Brands, Inc. (“Tofutti” or the “Company”) had approximately $505 in cash compared to $132 at December 31, 2016. Net cash provided by operating activities for the thirty-nine weeks ended September 30, 2017 was $377 compared to $354 used in operating activities for the thirty-nine weeks ended October 1, 2016. Net cash used in financing activities for the thirty-nine weeks ended September 30, 2017 was $4 compared to $496 provided by financing activities for the thirty-nine weeks ended October 1, 2016. Net cash provided by financing activities for the thirty-nine weeks ended October 1, 2016 was primarily a result of the loan provided by the Company’s Chairman and Chief Executive Officer.

The Company has historically financed operations and met capital requirements primarily through positive cash flow from operations. However, due to the net loss and cash used in operations for the year ended January 2, 2016 in order to provide the Company with additional working capital, on January 6, 2016, David Mintz, the Company’s Chairman and Chief Executive Officer, provided it with a loan of $500. Commencing March 31, 2016, interest of 5% is payable on a quarterly basis without compounding. The loan, which may be prepaid in whole or in part at any time without premium or penalty, is convertible into the Company’s common stock at a conversion price of $4.01 per share, the closing price of its common stock on the date the promissory note was entered into. Initially due December 31, 2017, the loan has been extended until December 31, 2018.

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 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.

On August 11, 2017, the Company terminated its engagement with a financial advisor that was assisting it in pursuing strategic alternatives.

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. The Company’s management 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 cheese-products, non-dairy frozen desserts, and non-dairy frozen food products.

6

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements

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

Note 3: 1: Basis of Presentation

The accompanying unaudited condensed 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 31, 2016 are derived from our audited financial statements for the year ended December 31, 2016. The financial information should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2016 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 periodsthirteen-week period ended September 30, 2017April 2, 2022 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 weekfifty-three-week period which ends on the Saturday closest to December 31st.

Note 4: Recent2: Recently Issued Accounting PronouncementsStandards

The 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 the Company’s balance sheets or statements of operations.

In FebruaryJune 2016, the Financial Accounting Standards Board, or FASB issued ASU 2016-02, Leases2016-13, Financial Instruments - Credit Losses (Topic 842): “Recognition and326) Measurement of Credit Losses on Financial Assets and Financial Liabilities.” The update supersedes Topic 840, Leases and requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting principles generally accepted in the United States of America (“U.S. GAAP”). Topic 842 retains a distinction between finance leases and operating leases, with cash payments from operating leases classified within operating activities in the statement of cash flows.Instruments. The amendments in this update areUpdate 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, 2018 for public business entities, which for2022, including interim periods within those fiscal years. We are currently evaluating the Company means December 30, 2018. The Company's adoption ofeffect that this ASU, is not currently expected tonew guidance will have any significant impact on itsour financial statements.statements and related disclosures.

Note 3: Inventories

In May 2014, the FASB issued ASC 606, “Revenue from Contracts with Customers.” The standard, including subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The key focus

Inventories consist of the new standard is that an entity should recognize revenue to depict the transferfollowing:

Schedule of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this key focus, there is a five-step approach outlined in the standard. Entities are permitted to apply the new standard either retrospectively, subject to certain practical expedients, or the modified retrospective method that requires the application of the guidance only to contracts that are uncompleted on the date of initial application. For the Company, adoption will be effective December 31, 2017. The Company has not completed its assessment of the new standard and is continuing to evaluate the impacts of the standard on its overall operations and related disclosures.Inventories

  April 2, 2022  January 1, 2022 
Finished products $1,440  $1,218 
Raw materials and packaging  972   656 
Inventories, net $2,412  $1,874 

7

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)

Note 5: Inventories

The composition of inventories is as follows:

  September 30, 2017  December 31, 2016 
Finished products $1,241  $1,047 
Raw materials and packaging  432   518 
  $1,673  $1,565 

Note 6: 4: 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. DeferredThe Company accounts for penalties or interest related to uncertain 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. Aspositions as part of the periods ended September 30, 2017 and December 31, 2016, the Company recorded a full valuation allowance on its deferred tax asset balances.provision for income taxes.

Note 7: 5: Earnings Per Share

BasicFully diluted 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 30, 2017 and October 1, 2016 have been computed by dividing net incomeearnings by the weighted average number of common shares outstanding, and common stock equivalents, which include options outstanding during the same period. Notwould account for a potential 282,486 shares to be issued upon conversion of a convertible note as of April 3, 2021. The convertible note for 282,486 shares was included in the calculation of fully diluted earnings for September 30, 2017 and October 1, 2016 were 80,000 non-qualified options granted to directors that were antidilutive because the market price of the common stock as of September 30, 2017 and October 1, 2016thirteen weeks ended April 3, 2021. The note was less than the exercise prices of any of these options.repaid in full on December 22, 2021.

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

Schedule of Earnings Per Share, Basic and Diluted

  

Thirteen Weeks Ended

April 2, 2022

  

Thirteen Weeks Ended

April 3, 2021

 
Net income, numerator, basic computation $205  $80 
Interest expense     6 
Net income, numerator, diluted computation  205   86 
         
Weighted average shares - denominator basic computation  5,154   5,154 
Effect of convertible note     282 
Weighted average shares, as adjusted - denominator diluted computation  5,154   5,436 
Earnings per common share:        
Basic $0.04  $0.02 
Diluted $0.04  $0.02 

  

Thirteen

Weeks
Ended
September 30, 2017

  

Thirteen

Weeks
Ended
October 1, 2016

  

Thirty-nine

Weeks
Ended
September 30, 2017

  

Thirty-nine

Weeks
Ended
October 1, 2016

 
Numerator                
Net income-basic and diluted $323  $32  $420  $356 
Denominator                
Basic and diluted earnings per share weighted average shares  5,153,706   5,153,706   5,153,706   5,153,706 
Income per common share                
Basic and diluted $0.06  $0.01  $0.08  $0.07 

8

 

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)

Note 8: Fixed Assets

Fixed assets consist of the following:

  September 30, 2017  December 31, 2016 
Automobile $29  $29 
         
Less: accumulated depreciation  (18)  (14)
Fixed assets, net $11  $15 

Depreciation expense for the thirteen and thirty-nine weeks ended September 30, 2017 was $1 and $4, respectively.

Depreciation expense for the thirteen and thirty-nine weeks ended October 1, 2016 was $1 and $4, respectively.

Note 9: Stock6: 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.” AsNo stock options were issued in 2022 or 2021 and no options were outstanding as of September 30, 2017,April 2, 2022 and January 1, 2022.

Note 7: Notes Payable

Small Business Administration (SBA) Loan

On May 2, 2020 the Company issued 80,000 non-qualified stock option awards underreceived from the 2014 Plan.

ThereSBA a loan of $165 from the Paycheck Protection Program at an interest rate of 1%. Interest and payments were no options granted duringdeferred until March 4, 2021 The current portion of the loan was $165 as of January 2, 2021 and the loan would have expired on May 2, 2022. On January 12, 2022, the Company was informed by the SBA that the entire amount of the loan had been forgiven free of taxation. The Company recorded forgiveness of debt income of $165 in the thirteen and thirty-nine weeks ended September 30, 2017.

The following is a summary of stock option activity from December 31, 2016 to September 30, 2017:

   Non-Qualified Options 
   Shares   Weighted Average
Exercise Price ($)
 
Outstanding at December 31, 2016  80,000   4.42 
Exercised as of September 30, 2017      
Outstanding at September 30, 2017  80,000   4.42 
Exercisable at September 30, 2017  80,000   4.42 

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements

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

The following table summarizes information about stock options outstanding at September 30, 2017:

Range of
Exercise
Prices ($)
  Number
Outstanding
  Weighted Average Remaining Life
(in years)
  

Weighted Average
Exercise

Price($)

  Number
Exercisable
 
 4.39-4.46   80,000   2.56   4.42   80,000 

The fair value of each option award is estimatedApril 2, 2022 as SBA loan forgiveness on the datecondensed statement of grant using the Black-Scholes option-pricing formula. Expected volatilities and risk-free interest rates are based upon the expected life of the grant. The interest rates used are the U.S. Treasury yield curve in effect at the time of the grant.operations.

As of September 30, 2017, the intrinsic value of the options outstanding and exercisable was immaterial. For the thirteen and thirty-nine weeks ended September 30, 2017, stock compensation expense was $0 and $69, respectively, compared with $0 and $25 for the thirteen and thirty-nine week periods ended October 1, 2016, respectively.

Note 10: Notes Payable

In September 2014, the Company obtained an auto loan of approximately $29 from a bank. The loan requires 60 monthly payments of $0.535 through August 2019. Interest is charged at a fixed nominal rate of 4.64%. The loan is collateralized by the underlying automobile.

  September 30, 2017  December 31, 2016 
Note payable $12  $16 
Less current maturity  6   6 
Note payable, net of current maturity $6  $10 

Convertible Note Payable - Related Party

On January 6, 2016, David Mintz, the Company’s former Chairman and Chief Executive Officer, provided itthe Company with a loan of $500.$500. The loan which was originally set to expire onextended until December 31, 2017 has been extended to December 31, 2018. No other terms2021 and was, at the option 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. The loan isholder, convertible into the Company’s common stock at a conversion price of $4.01$1.77 per share,share. Interest expense incurred to the closing price of the Company’s common stock on the date the promissory noterelated party was entered into. 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$25 for both fiscal years ended January 1, 2022 and January 2, 2021. On December 22, 2021, the entire principalloan of $500 plus accrued interest of $25 was paid by the Company to Mr. Mintz’s estate.

Note 8: Revenue

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

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements

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

9

 

  September 30, 2017  December 31, 2016 
Note payable-related party $500  $500 
Less current maturity      
Note payable related party, net of current maturity $500  $500 

Note 11: Sales by Geographic Region and Product Category

Revenues by geographical region are as follows (in thousands):follows:

Schedule of Revenue

 

Thirteen

Weeks ended

September 30, 2017

 

Thirteen

Weeks ended

October 1, 2016

 

Thirty-Nine

Weeks ended

September 30, 2017

 

Thirty-Nine

Weeks ended

October 1, 2016

  Thirteen Weeks Ended Thirteen Weeks Ended 
Revenues by geography:                
 April 2, 2022  April 3, 2021 
     
Americas $3,175  $3,225  $9,487  $9,783  $3,285  $2,979 
Europe  31   184   275   496   -   20 
Asia Pacific and Africa  74   106   212   308   -   94 
Middle East  46   91   281   315   178   57 
 $3,326  $3,606  $10,255  $10,902 
Revenues $3,463  $3,150 

SalesApproximately 90% and 91% of the Americas revenue in the 2022 and the 2021 periods, respectively, is attributable to sales in the United States accounted for approximately 95% of revenues in the Americas in both the 2017 and 2016 thirteen week periods. Sales in the United States accounted for approximately 94% and 90% of revenues in the Americas in the 2017 and 2016 thirty-nine week periods, respectively.States. All of the Company’s assets are located in the United States.

Beginning in the first quarter of 2017, the Company elected to combine the frozen desserts and frozen foods categories into one category as frozen food revenues are not material.

Net sales by major product category (in thousands):category:

Summary of Net Sales by Major Product Category

  Thirteen Weeks Ended  Thirteen Weeks Ended 
  April 2, 2022  April 3, 2021 
Frozen desserts and foods $547  $430 
Vegan cheese products  2,916   2,720 
Net sales $3,463  $3,150 

Note 9: 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 $20 in the thirteen weeks ended April 2, 2022 and the thirteen weeks ended April 3, 2021. 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 $95 for the thirteen weeks ended April 2, 2022 and $112 for the thirteen weeks ended April 3, 2021.

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease. The current portion of lease liabilities is included in accrued expenses on the condensed balance sheets.

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.

10

 

  

Thirteen

Weeks ended

September 30, 2017

  

Thirteen

Weeks ended

October 1, 2016

  

Thirty-Nine

Weeks ended

September 30, 2017

  

Thirty-Nine

Weeks ended

October 1, 2016

 
Cheeses $2,516  $2,423  $7,907  $7,563 
Frozen Desserts and Foods  810   1,183   2,348   3,339 
  $3,326  $3,606  $10,255  $10,902 

TOFUTTI BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)

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

Schedule of ROU lease Assets and Liabilities For Operating Leases

  As of  As of 
  April 2, 2022  January 1, 2022 
Operating lease right-of-use assets $175  $203 
         
Current portion of lease liabilities  123   123 
Operating lease liabilities  65   95 
Total lease liability $188  $218 
         
Weighted average remaining lease term (in years)  2.8   3.0 
Weighted average discount rate  5.5%  5.5%

Future lease payments included in the measurement of lease liabilities on the balance sheet as of April 2, 2022 are as follows:

Schedule of Future Lease Payments

  As of 
  April 2, 2022 
2022 (remaining) $84 
2023  110 
Total future minimum lease payments  194 
Present value adjustment  6 
Total $188 

11

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 PoliciesEstimates

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 RecognitionRecognition.. We primarily sell vegan and dairy-free soy-based cheeses, frozen desserts and other food products. We recognize revenue when goods are shipped fromcontrol over the products transfers to our production facilities or outside warehouses andcustomers, deemed to be the following four criteria have been met: (i)performance obligation, which generally occurs when the product has beenis shipped or picked up from one of our distribution locations by the customer. 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 no significant remaining obligations; (ii) persuasive evidenceany unbilled receivables at the end 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.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 and reserve for sales promotions. 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 offwrite-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.due.

12

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.

Inventory.Inventory is stated at lower of cost or marketnet realizable value 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.Leases. Fixed assets consist of a company automobile used for advertising and trade show purposes. AmortizationUnder Topic 842, operating lease expense is provided by charges to income using the straight-line methodgenerally recognized evenly over the useful lifeterm of fivethe lease. We have operating leases primarily consisting of facilities with remaining lease terms of approximately one to three 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 right of use assets.

12

 

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 carrying valueeffect 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 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.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.Our federal

Recent Developments

An outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and state tax returnshas now spread globally. This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, prolonged quarantines, order cancellations, supply chain disruptions, increased costs for raw materials, and lower consumer demand, and other significant economic impacts, as well as general concern and uncertainty.

The 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 affected certain aspects of our operations. All of our co-packing facilities are opencurrently operating normally, and the pandemic has not constrained any of our production requirements. The cost of certain key ingredients and packaging has increased substantially due to examinationshort-term supply issues related to COVID-19. Additionally, we are currently experiencing longer lead times in receiving certain ingredients and packaging. We anticipate that these longer lead times will persist for the years 2014 through 2016.

Stock Based Compensation.The Company followsbalance of 2022. 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. Additionally, our freight costs have increased substantially due to a driver shortage caused by COVID-19 and a significant increase in fuel costs. In response to these cost increases and the provisionspotential for additional cost increases affecting various aspects of ASC 718Share-Based Payment. The Company uses the Black-Scholes option pricing model to measure the estimated fair valueour operations, we have initiated a series of the options under ASC 718. Stock-based compensation expense is recognized over the requisite service period.

Recent accounting pronouncements

In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU 2016-02, Leases (Topic 842): “Recognition and Measurement of Financial Assets and Financial Liabilities.” The update supersedes Topic 840, Leases and requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting principles generally acceptedsales price increases commencing in the United Statesfourth quarter of America (“U.S. GAAP”). Topic 842 retains2021 and continuing into the first quarter of 2022 to help offset these cost increases.

Our ability to handle customer and consumer communications, schedule production, and order ingredients necessary for our production has not been materially impacted. Nor have we experienced a distinction between finance leases and operating leases, with cash payments from operating leases classified within operating activitiessignificant change in the statementtimeliness of payments of our invoices and our cash flows. The amendments in this update are effective forposition of approximately $2,075,000 as of May 9, 2022 has improved since our fiscal years beginning after December 15, 2018 for public business entities, which for our company means December 30, 2018. Our company's adoption of this ASU, is not currently expected to have any significant impact on its financial statements.year end January 1, 2022.

In May 2014, the FASB issued ASC 606, “Revenue from Contracts with Customers.” The standard, including subsequently issued amendments, will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The key focus of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this key focus, there is a five-step approach outlined in the standard. Entities are permitted to apply the new standard either retrospectively, subject to certain practical expedients, or the modified retrospective method that requires the application of the guidance only to contracts that are uncompleted on the date of initial application. For our company, adoption will be effective December 31, 2017. Our company has not completed its assessment of the new standard and is continuing to evaluate the impacts of the standard on our overall operations and related disclosures.

13

Results of Operations

Thirteen Weeks Ended September 30, 2017April 2, 2022 Compared with Thirteen Weeks Ended October 1, 2016April 3, 2021

Net sales for the thirteen weeks ended September 30, 2017 were $3,326,000, a decrease of $280,000,April 2, 2022 increased by $313,000, or 8%10%, to $3,463,000, from net sales of $3,606,000$3,150,000 for the thirteen weeks ended October 1, 2016. BeginningApril 3, 2021. Sales of our vegan cheese products increased to $2,916,000 in the first quarter of 2017, we elected to combine2022 period from $2,720,000 in the frozen desserts and frozen foods categories into one category, as frozen food revenues are not material.2021 period. Sales of our frozen dessert and frozen food products, decreasedwhich consist primarily of frozen dessert products, increased to $810,000$547,000 in the thirteen weeks ended September 30, 2017April 2, 2022 from $1,183,000$430,000 for the thirteen weeks ended October 1, 2016. Sales of vegan cheese products increased to $2,516,000 in the 2017 period from $2,423,000 in the 2016 period. Sales of our frozen dessert products were negatively impacted by production and shipping issues at our frozen dessert novelties plant due to a major physical restructuring program in process at this facility, which resulted in less inventory available for sale.April 3, 2021. We anticipate the problems will continue throughoutan increase in sales dollars over the balance of this year. We are currently in the process of securing additional facilities to makecurrent fiscal year as our frozen novelty products. Sales of our vegan cheese product line increased due to a demand for our vegan cheese products. We believe that our frozen dessert sales will continue to be negatively impacted for the balance of 2017.prices increases take full effect.

Our gross profit increaseddecreased to $1,267,000$857,000 in the thirteen weeksperiod ended September 30, 2017April 2, 2022 from $1,108,000$1,001,000 in the thirteen weeksperiod ended October 1, 2016.April 3, 2021. Our gross profit percentage was 38%25% for the thirteen weeksperiod ending September 30, 2017April 2, 2022 compared to 31%32% for the thirteen weeksperiod ending October 1, 2016. Our gross profit percentageApril 3, 2021. The decrease in the third quarter of 2017 was positively impacted by the increase in our vegan cheese business, which has higher gross margins than our frozen dessert products. Sales of our vegan cheese products were 76% of net sales in the thirteen weeks ended September 30, 2017 compared to 67% of net sales in the thirteen weeks ended October 1, 2016. In addition, price increases for our top selling vegan cheese products averaging between 5% and 6%, that were in effect for the thirteen weeks ended September 30, 2017, contributed to the increase inboth our gross profit and gross profit percentage forwere caused by the period. substantial increases in certain ingredients and freight expense.

Freight out expense, a significant part of our cost of sales, decreasedincreased by $4,000,$91,000, or 2%40%, to $214,000$318,000 for the thirteen weeks ended September 30, 2017 from $218,000April 2, 2022 compared with $227,000 for the thirteen weeks April 3, 2021. Freight out expense was 9% of sales for the thirteen weeks ended October 1, 2016, partially dueApril 2, 2022 compared to the decrease in sales. As a percentage7% of sales freight out expense was 6% in both the 2017 and 2016 thirteen week periods.

Selling expenses decreased by $19,000, or 5%, to $336,000 for the thirteen weeks ended September 30, 2017 from $355,000April 3, 2021. The increase in freight out expenses was due to the increase in sales, but primarily due to the increases in shipping costs due to the large increase in the cost of fuel and the unavailability of trucks. We anticipate that our freight out expense will continue at the current higher rate for the balance of 2022.

Selling expenses decreased by $59,000, or 18%, to $264,000 for the thirteen weeks ended October 1, 2016. This decrease was principally due to decreases in commission expense of $16,000 and payroll expense of $9,000, which were partially offset by a $6,000 increase in travel, entertainment and auto expense. We anticipate that our selling expenses will remain at the same level for the balance of 2017.

Marketing expenses increased by $11,000, or 26%, to $54,000April 2, 2022 from $323,000 for the thirteen weeks ended September 30, 2017 from $43,000April 3, 2021. This decrease was primarily attributable to decreases in payroll expense of $18,000, outside warehouse rental expense of $17,000, and commission expense of $22,000. We anticipate our selling expenses for 2022 will remain below the level of selling expenses in 2021. The decrease in commission expense is due to lower cash collections in the current period. Commissions to our brokers are paid upon cash receipts. The reduction in payroll expense was due to one less employee in sales in the current period.

Marketing expenses increased by $86,000, or 123%, to $156,000 for the thirteen weeks ended October 1, 2016,April 2, 2022 from $70,000 for the thirteen weeks ended April 3, 2021. The increase was primarily due principally to a $13,000 increaseincreases in promotions expense of $55,000, artwork and plates expense of $19,000, and advertising expense which was partially offset by a reduction in artwork and plate expense of $1,000.$9,000, We anticipate that our marketing expenses will remain at the same level for the remainderbalance of fiscal 2017.the year will be lower than the first quarter of 2022, as the increase in promotion expense during the first quarter was a one time event.

Research and

13

Product development costs, which consist principally of salary expenses and laboratory costs, increased by $22,000,$1,000, or 37%3%, to $82,000$40,000 for the thirteen weeks ended September 30, 2017April 2, 2022 from $60,000$39,000 for the thirteen weeks ended October 1, 2016, primarily due to increases in payroll expense of $3,000, lab costs and supplies expense of $8,000, and travel, entertainment and auto expense of $11,000. We anticipate that research and development expenses will remain at the same level for the remainder of fiscal 2017.April 3, 2021.

General and administrative expenses decreased by $147,000,$110,000, or 24%25%, to $465,000$337,000 for the thirteen weeks ended September 30, 2017April 2, 2022 from $612,000$447,000 for the thirteen weeks ended October 1, 2016April 3, 2021, primarily due to decreases in payroll expense of 103,000, travel, entertainment and auto expenses of $12,000, and professional fees and outside services expense of $180,000, and IT expense of $9,000, which were partially offset by increases in travel, entertainment and auto expense of $9,000, and public relations expense of $18,000. The decrease in professional fees and outside services expense was due to the settlement of a legal matter in December 2016. We anticipate that general and administrative expenses will remain at the same level for the remainder of fiscal 2017.

We recognized no income tax expense for the thirteen weeks ended September 30, 2017 or the thirteen weeks ended October 1, 2016. We have a history of losses and have a valuation allowance on our deferred assets.

Thirty-nine Weeks Ended September 30, 2017 Compared with Thirty-nine Weeks Ended October 1, 2016

Net sales for the thirty-nine weeks ended September 30, 2017 were $10,255,000, a decrease of $647,000, or 6%, from net sales of $10,902,000 for the thirty-nine weeks ended October 1, 2016. Beginning in the first quarter of 2017, we elected to combine the frozen desserts and frozen foods categories into one category as frozen food revenues are not material. Sales of our frozen dessert and frozen food products decreased to $2,348,000 in the thirty-nine weeks ended September 30, 2017 from $3,339,000 for the thirty-nine weeks ended October 1, 2016. Sales of vegan cheese products increased to $7,907,000 in the 2017 period from $7,563,000 in the 2016 period. Sales of our frozen dessert products were negatively impacted by production and shipping issues at our frozen desserts novelty plant due to a major physical restructuring program in process at this facility, which resulted in less inventory available for sale. We anticipate the problems will continue throughout the balance of this year. We are currently in the process of securing additional facilities to make our frozen novelty products. Sales of our vegan cheese product line increased due to an increase in our domestic vegan cheese business.

Our gross profit decreased to $3,454,000 in the thirty-nine week period ended September 30, 2017 from $3,531,000 in the thirty-nine week period ended October 1, 2016, due to the decrease in sales. Our gross profit percentage was 34% for the period ending September 30, 2017 compared to 32% for the period ending October 1, 2016. Our gross profit percentage in the 2017 period was positively impacted by the increase in our vegan cheese business, which has higher gross margins than our frozen dessert products. Sales of our vegan cheese products were 77% of net sales in the thirty-nine weeks ended September 30, 2017 compared to 69% of nets sales in the thirty-nine weeks ended October 1, 2016. In addition, promotion expense for our vegan cheese products has been proportionately lower than for our frozen dessert products. Freight out expense, a significant part of our cost of sales, was $737,000 for the thirty-nine weeks ended September 30, 2017 compared to $711,000 for the thirty-nine weeks ended October 1, 2016. As a percentage of sales, freight out expense was 7% for both the 2017 and 2016 thirty-nine week periods.

Selling expenses increased by $46,000, or 4%, to $1,133,000 for the thirty-nine weeks ended September 30, 2017 from $1,087,000 for the thirty-nine weeks ended October 1, 2016. This increase was due to increases in commission expense of $39,000, outside warehouse rental expense of $10,000, and travel, entertainment and auto expense of $15,000, which were partially offset by decreasesan increase in meetings and conventionspublic relations expense of $4,000, and$30,000. The decrease in payroll expense of $4,000. The increase in commission expense was due to no salary being paid to Mr. Mintz this period compared to the hiring of additional food brokers for previously non-commissionable customers.same period in the prior year.

Marketing expenses increased by $38,000, or 22%, to $212,000

Income tax expense was $20,000 for the thirty-ninethirteen weeks ended September 30, 2017 from $174,000April 2, 2022 and $36,000 for the thirty-ninethirteen weeks ended October 1, 2016, due principally to increases in advertising expense of $27,000 and promotions expense of $26,000, which were partially offset by a decrease in artwork and plates expense of $15,000.

Research and development costs, which consist principally of salary expenses and laboratory costs, decreased by $26,000, or 8%, to $283,000 forApril 3, 2021 resulting from the thirty-ninelower taxable income during the thirteen weeks ended September 30, 2017 from $309,000 forApril 2, 2022 compared to the thirty-ninethirteen weeks ended October 1, 2016, due primarily to a decrease in professional fees and outside services expense of $65,000, which was partially offset by an increase in lab costs and supplies of $25,000, and travel, entertainment and auto expense of $12,000. The decrease in professional fees and outside services expense was due to the settlement of a legal matter in December 2016.April 3, 2021.

General and administrative expenses decreased by $198,000, or 13%, to $1,382,000 for the thirty-nine weeks ended September 30, 2017 from $1,580,000 for the thirty-nine weeks ended October 1, 2016. Increases in stock option expense of $43,000, payroll expense of $15,000, general insurance expense of $14,000, travel, entertainment and auto expense of $13,000, and building maintenance and repairs expense of $6,000 were offset by decreases in IT expense of $22,000, public relations expense of $27,000, and professional fees and outside services expense of $255,000. The decrease in professional fees and outside services expense was due to the settlement of a legal matter in December 2016.

For the thirty-nine weeks ended September 30, 2017, we recognized income tax expense of $5,000 compared to income tax expense of $6,000 for the thirty-nine weeks ended October 1, 2016. We have a history of losses and have a full valuation allowance on our deferred tax assets. We did not record tax expense other than state taxes for the thirty-nine weeks ending September 30, 2017 and October 1, 2016.

Liquidity and Capital Resources

As of September 30, 2017,April 2, 2022, we had approximately $505,000$1,589,000 in cash and cash equivalents and our working capital was approximately $3,438,000,$4,551,000, compared with approximately $132,000$1,698,000 in cash and cash equivalents and working capital of $2,949,000$4,326,000 at December 31, 2016. On August 11, 2017, we terminated our engagement with a financial advisor that was assisting us in pursuing strategic alternatives. We are currently evaluating our strategic alternatives.January 1, 2022.

In order to provide our company with additional working capital, on January 6, 2016, David Mintz, our former Chairman and Chief Executive Officer, provided our company with a convertible loan of $500,000. On December 22, 2021, the loan balance of $500,000 which is secured by substantially all of our assets and has been extended to December 31, 2018. Commencing March 31, 2016,plus accrued 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 $4.01 per share,$25,000 was paid by the closing price of our common stock on the date the promissory note was entered into. In any event of default, as defined in the promissory note, without any action on the part ofCompany to Mr. Mintz, the interest rate will increase to 12% per annum and the entire principal and interest balance under the loan, and all of our 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.Mintz’s estate.

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

  

Thirteen Weeks ended

April 3,2021

  

Thirteen Weeks ended

April 3, 2021

 
Net cash (used in) provided by operating activities $(109,000) $987,000 
         

  

Thirty-Nine Weeks ended
September 30, 2017

  

Thirty-Nine Weeks ended
October 1, 2016

 
Net cash provided by (used in) operating activities $377,000  $(354,000)
Net cash (used in) provided by financing activities  (4,000)  496,000 
Net increase in cash and cash equivalents $373,000  $142,000 

Net cash used in operating activities for the thirteen weeks ended April 2, 2022 was $109,000 compared to $987,000 provided by operating activities for the thirty-ninethirteen weeks ended September 30, 2017 was $377,000 compared to $354,000April 3, 2021. Net cash used in operating activities for the thirty-ninethirteen weeks ended October 1, 2016. Net cash provided by operating activities for the thirty-nine weeks ended September 30, 2017April 2, 2022 was primarily a result of net income for the thirty-nine weeks ended September 30, 2017, increases in stock compensation expense, and a decreaseSBA loan forgiveness of $165,000, an increase in accounts receivable which was partiallyof $81,000 and an increase in inventories of $538,000, offset by reductionsour net income of $205,000, an increase in accounts payable and accrued liabilities andexpenses of $384,000, an increase in inventory.Net cash usedincome taxes payable of $16,000, and a decrease in financing activities for the thirty-nine weeks ended September 30, 2017 was $4,000 compared to $496,000 provided by financing activities for the thirty-nine weeks ended October 1, 2016, which was primarily a resultprepaid expenses and other current assets of the loan from our Chairman and Chief Executive Officer in 2016.$53,000.

We believe our existing cash and cash equivalents on hand at September 30, 2017,April 2, 2022, 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 from the date of this filing. However, we may require additional financing in order to carry out our business plans for future periods.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 nondairydairy free frozen desserts during those periods.

Off-balance Sheet Arrangements

None.

Contractual Obligations

As of September 30, 2017, we did not have anyWe had no material contractual obligations or commercial commitments, including obligations relatingas of April 2, 2022.

Recently Issued Accounting Standards

See Note 2 to discontinued operations.the unaudited condensed financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.

1714

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 September 30, 2017,April 2, 2022, our company’sCompany’s chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of our company’sCompany’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 30, 2017.April 2, 2022.

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 interim 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 theirthe evaluation under the frameworks described above, Mr. Kass, our chief executive officer and chief financial officer, havehas concluded that our internal control over financial reporting continued to bewas ineffective as of September 30, 2017April 2, 2022 because of the following recurring material weaknesses in internal controls over financial reporting:

aA 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 assertionsmatters, in a timely manner.
The limited size of the accounting department makes it impracticable to achieve an optimum separation of duties.duties and monitoring of internal controls.

We are seeking waysTo date, we have been unable to remediate these weaknesses, which stem from our small workforce which consisted of eight employeesfour persons atSeptember 30, 2017, that will not require us to hire additional personnel. April 2, 2022.

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.

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PART II - OTHER INFORMATION

Item 1.Legal Proceedings

Item 1. Legal Proceedings

We are not a party to any material litigation.

Item 1A.Risk Factors

Item 1A. Risk Factors

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 31, 2016.January 2, 2021.

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

None.Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Default Upon Senior Securities

None.Item 3. Default Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Item 4. Mine Safety Disclosures

None.

Item 5.Other Information

None.Item 5. Other Information

None.

Item 6.Exhibits

Item 6. Exhibits

31.1Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2
31.2Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1
32.1Certification 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
32.2Certification 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.INSInline XBRL Instance Document
101.SCHInline XBRL Schema Document
101.CALInline XBRL Calculation Linkbase Document
101.DEFInline XBRL Definition Linkbase Document
101.LABInline XBRL Labels Linkbase Document
101.PREInline XBRL Presentation Linkbase Document
104 
101.INSInstance Document
101.SCHSchema Document*
101.CALCalculation Linkbase Document
101.DEFDefinition Linkbase Document
101.LABLabels Linkbase Document
101.PREPresentation Linkbase DocumentCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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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 Steven Kass
David MintzSteven Kass
President and Chief Executive Officer
/s/Steven Kass
Steven Kass
Chief Accounting and Financial Officer
Date: November 14, 2017May 17, 2022

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