Form 10-Q Tofutti Brands Inc

10-Q - Quarterly report [Sections 13 or 15(d)]

Filed: 2015-08-11 16:30:36
Dated: 2015-08-11
Period of Report: 2015-06-27
t82928_10q.htm FORM 10-Q


ENT> 10-Q 1 t82928_10q.htm FORM 10-Q

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

  

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 27, 2015

 

Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the transition period from
[            ]  to  [             ]

 

Commission file number: 1-9009

 

Tofutti Brands Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

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

  

50 Jackson Drive, Cranford, New Jersey 07016 

(Address of Principal Executive Offices) 

 

(908) 272-2400 

(Registrant’s Telephone Number, including area code)

 

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  ☒   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 ☒   No ☐

 

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.

  

Large accelerated filer ☐ Accelerated filer ☐
   

Non-accelerated filer ☐ 

(Do not check if smaller reporting company) 

Smaller reporting company  ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒ 

As of August 10, 2015 the Registrant had 5,153,706 shares of Common Stock, par value $0.01, outstanding.

 

 
 

 

TOFUTTI BRANDS INC.

 

INDEX

           
    Page
       
Part I - Financial Information:      
           
  Item 1. Financial Statements   3  
           
    Condensed Balance Sheets – June 27, 2015
(Unaudited) and December 27, 2014
  3  
           
    Condensed Statements of Operations - (Unaudited)
Thirteen and Twenty-Six Week Periods
ended June 27, 2015 and June 28, 2014
  4  
           
    Condensed Statements of Cash Flows -
(Unaudited) - Twenty-Six Week Periods
ended June 27, 2015 and June 28, 2014
  5  
           
    Notes to Condensed Financial Statements   6  
           
  Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
  11  
           
  Item 3. Quantitative and Qualitative Disclosures About Market Risk   16  
           
  Item 4. Controls and Procedures   16  
           
Part II - Other Information:      
           
  Item 1. Legal Proceedings   18  
           
  Item 1A. Risk Factors   18  
           
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   18  
           
  Item 3. Defaults Upon Senior Securities   18  
           
  Item 4. (Removed and Reserved)   18  
           
  Item 5. Other Information   18  
           
  Item 6. Exhibits   18  
           
    Signatures   19  

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1.         Financial Statements

  

TOFUTTI BRANDS INC. 

Condensed Balance Sheets 

(in thousands, except share and per share figures)

 

  

June 27, 2015 

  

December 27, 2014* 

 
Assets          
Current assets:          
Cash and cash equivalents  $185   $341 

Accounts receivable, net of allowance for doubtful accounts and sales promotions of $326 and $275,
respectively 

   2,185    1,914 
 Inventories, net of reserve of $150 and $150, respectively   1,613    1,852 
 Prepaid expenses   32    71 
 Deferred costs   63    105 
 Total current assets   4,078    4,283 
           
Fixed assets (net of accumulated depreciation of $5 and $2, respectively)   24    27 
           
Other assets   16    16 
   $4,118   $4,326 
           
Liabilities and Stockholders’ Equity          
Current liabilities:          
Note payable-current  $5   $5 
Accounts payable   1,560    1,367 
Accrued expenses   198    264 
Deferred revenue   70    114 
    1,833    1,750 
           
Note payable—long-term   19    22 
Total liabilities   1,852    1,772 
           
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 June 27, 2015, and 5,153,706 shares at December 27, 2014  52   52
 Additional paid-in capital   113    -- 
 Retained earnings   2,101    2,502 
 Total stockholders’ equity   2,266    2,554 
 Total liabilities and stockholders’ equity  $4,118   $4,326 

 

*Derived from audited financial information.

 

See accompanying notes to condensed financial statements.

 

3
 

 

TOFUTTI BRANDS, INC. 

Condensed Statements of Operations 

(Unaudited) 

(in thousands, except per share figures) 

 

  

Thirteen 

weeks ended 

June 27, 2015

  

Thirteen 

weeks ended 

June 28, 2014

  

Twenty-six 

weeks ended 

June 27, 2015

  

Twenty-six 

weeks ended 

June 28, 2014

 
                     
Net sales  $3,624   $3,498   $6,767   $7,355 
Cost of sales   2,548    2,537    4,945    5,104 
Gross profit   1,076    961    1,822    2,251 
                     
Operating expenses:                    
Selling and warehouse   350    425    750    811 
Marketing   80    147    203    273 
Research and development   143    147    283    337 
General and administrative   524    432    979    908 
    1,097    1,151    2,215    2,329 
                     
Loss before income taxes   (21)   (190)   (393)   (78)
                     
Income tax expense   3    --    8    6 
                     
Net loss  $(24)  $(190)  $(401)  $(84)
                     

Weighted average common 

shares outstanding:

                    
Basic and diluted   5,154    5,154    5,154    5,154 
                     
Net loss per common share:                    
Basic and diluted  $(0.00)  $(0.04)  $(0.08)  $(0.02)

  

See accompanying notes to condensed financial statements.

 

4
 

 

TOFUTTI BRANDS INC. 

Condensed Statements of Cash Flows 

(Unaudited) 

(in thousands)

 

   Twenty-six
weeks
ended
June 27, 2015
   Twenty-six
weeks
ended
June 28, 2014
 
           
Cash (used in) operating activities, net  $(153)  $(43)
           
Cash (used in) financing activities, net   (3)   -- 
Net (decrease) in cash and cash equivalents   (156)   (43)
           
Cash and cash equivalents at beginning of period   341    214 
           
Cash and cash equivalents at end of period  $185   $171 
           
Supplemental cash flow information:          
Income taxes paid  $8   $6 

  

See accompanying notes to condensed financial statements.

 

5
 

 

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements

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

 

Note 1:  Liquidity and Capital Resources

 

At June 27, 2015, Tofutti Brands, Inc. (“Tofutti” or the “Company”) had approximately $185 in cash compared to $341 at December 27, 2014.  Net cash used in operating activities for the twenty-six weeks ended June 27, 2015 was $153 compared to $43 used in operating activities for the twenty-six weeks ended June 28, 2014.  Net cash used in operating activities for the twenty-six weeks ended June 27, 2015 was primarily a result of the net loss of $401 as well as an increase in accounts receivable offset by a decrease in inventory and 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 losses and cash used in operations in the previous two fiscal years and the first and second quarters of fiscal 2015, the Company will likely require additional financing in order to accomplish or exceed their business plans for future periods.  The Company continues to implement cost cutting measures in fiscal year 2015 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. 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 27, 2014 are derived from our audited financial statements for the year ended December 27, 2014.  The financial information should be read in conjunction with the audited financial statements and notes thereto for the year ended December 27, 2014 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 twenty-six week periods ended June 27, 2015 are not necessarily indicative of the results to be expected for the full year or any other period.

 

The Company operates on a fiscal year which ends on the Saturday closest to December 31st.

 

6
 

 

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements

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

 

Note 4:  Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). On July 9, 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. Based on the Board’s decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of ASU 2014-09.

 

In July 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”) which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value.  ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The new guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2016, with early adoption permitted.  The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures. 

 

Note 5:  Inventories

 

The composition of inventories, net of reserves of $150 and $150, is as follows:

 

    June 27,
2015
   

December 27,

2014

 
Finished products   $ 943     $ 1,290  
Raw materials and packaging     670       562  
    $ 1,613     $ 1,852  

 

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 June 27, 2015 and December 27, 2014, the Company recorded a full valuation allowance on its deferred tax asset balances.

 

7
 

 

TOFUTTI BRANDS INC.

Notes to Condensed Financial Statements

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

 

Note 7: Loss Per Share

 

Basic and diluted loss per common share has been computed by dividing net loss by the weighted average number of common shares outstanding.  Because of the loss during the period the inclusion of options was anti-dilutive.

 

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

 

   

Thirteen

Weeks

Ended

June 27, 2015

   

Thirteen

Weeks

Ended

June 28, 2014

   

Twenty-six
Weeks

Ended

June 27, 2015

   

Twenty-six
Weeks

Ended

June 28, 2014

 
Numerator                        
Net loss-basic and diluted   $ (24 )   $ (190 )   $ (401 )   $ (84 )
Denominator                                
Denominator for basic and diluted earnings per share weighted average shares     5,153,706       5,153,706       5,153,706       5,153,706  
                                 
Loss per common share Basic and diluted   $ (0.00 )   $ (0.04 )   $ (0.08 )   $ (0.02 )

 

Note  8: Fixed Assets

 

Fixed assets consist of the following:

 

    June 27,
2015
    December
27, 2014
 
Automobile   $ 29     $ 29  
                 
Less: accumulated depreciation     (5 )     (2 )
Fixed assets, net   $ 24     $ 27  

 

Depreciation expense for the thirteen and twenty-six weeks ended June 27, 2015 was $1 and $3, respectively.  There was no depreciation expense for the thirteen and twenty-six weeks ended June 28, 2014.

 

Note 9:   Stock 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.

 

8
 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

 

The 2014 Plan made 250,000 shares of Common Stock available for awards. The 2014 Plan also permits performance-based 2014 awards paid under it to be tax deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, as “performance-based compensation.”  As of June 27, 2015, the Company issued 80,000 non-qualified stock option awards under the 2014 Plan.

 

The following is a summary of stock option activity from December 27, 2014 to June 27, 2015:

 

    NON-QUALIFIED OPTIONS  
    Shares    

Weighted

Average

Exercise

Price ($)

 
Outstanding at December 27, 2014     --       --  
Exercisable at December 27, 2014     --       --  
Granted as of June 27, 2015     80,000       4.41  
Exercised as of June 27, 2015     --       --  
Outstanding at June 27, 2015     80,000       4.41  

 

The following table summarizes information about stock options outstanding at June 27, 2015:

 

Range of

Exercise Prices ($)

   

Number

Outstanding

   

Weighted Average
Remaining Life

(in years)

   

Weighted Average

Exercise

Price($)

   

Number

Exercisable

 
4.39-4.46     80,000     4.80     4.41     43,333  

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing formula that uses assumptions noted in the following table. 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. 

 

   

For the twenty-six weeks

ended June 27, 2015

 
       
Expected volatility   69.8% - 71.4%  
       
Expected term (in years)   5 years  
       
Risk-free rate   1.3%-1.8%  
       
Expected dividends   0%  

 

9
 

 

TOFUTTI BRANDS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

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

 

As of June 27, 2015, the intrinsic value of the options outstanding and exercisable was immaterial. As of June 27, 2015, there was approximately $94 of total unrecognized compensation cost that will be recognized through January 2, 2017 related to non-vested share-based compensation arrangements granted under the Plan.  For the thirteen and twenty-six weeks ended June 27, 2015, stock compensation expense was $113.

 

Note 10: Note 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.

 

    June 27, 2015     December 27, 2014  
Note payable   $ 24     $ 27  
Less current maturity      (5 )      (5 )
Note payable, net of current maturity   $ 19     $ 22  

 

Note 11: Sales by Geographic Region and Product Category

 

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

                         
   

Thirteen

Weeks ended

June 27,
2015

   

Thirteen

Weeks ended

June 28,
2014

   

Twenty-Six

Weeks ended

June 27,
2015

   

Twenty-Six

Weeks ended

June 28,
2014

 
Revenues by geography:                        
Americas   $ 3,121     $ 3,161     $ 6,030     $ 6,529  
Europe     257       109       347       395  
Asia Pacific and Africa     141       199       188       307  
Middle East     105       29       202       124  
    $ 3,624     $ 3,498     $ 6,767     $ 7,355  

 

Approximately 92% of the Americas revenue in 2015 and 93% of the Americas revenue in 2014 is attributable to sales in the United States in both the thirteen and twenty-six week periods. All of the Company’s assets are located in the United States.

 

Net sales by major product category (in thousands):

                         
   

Thirteen

Weeks ended

June 27,
2015

   

Thirteen

Weeks ended

June 28,
2014

   

Twenty-Six

Weeks ended

June 27,
2015

   

Twenty-Six

Weeks ended

June 28,
2014

 
Frozen Desserts   $ 1,005       972     $ 1,843     $ 2,162  
Cheeses     2,378       2,339       4,594       4,891  
Frozen Foods     241       187       330       302  
    $ 3,624     $ 3,498     $ 6,767     $ 7,355  

 

10
 

 

TOFUTTI BRANDS INC.

 

Item 2.      Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 

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

 

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

 

Critical Accounting Policies

 

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

 

Revenue Recognition. We 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 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.

 

11
 

 

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

 

Fixed Assets.  Fixed assets consist of a company automobile used for advertising and trade show purposes.  Amortization is provided by charges to income using the straight-line method over the useful life of five years. 

 

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 2012 through 2014.

 

Stock Based Compensation.  The Company follows the provisions of ASC 718 Share-Based Payment. The Company uses the Black-Scholes option pricing model to measure the estimated fair value of the options under ASC 718. Stock-based compensation expense is recognized over the requisite service period.

 

Results of Operations

 

Thirteen Weeks Ended June 27, 2015 Compared with Thirteen Weeks Ended June 28, 2014

 

Net sales for the thirteen weeks ended June 27, 2015 were $3,624,000, an increase of $126,000, or 4%, from net sales of $3,498,000 for the thirteen weeks ended June 28, 2014.  Sales of our frozen dessert product line increased to $1,005,000 in the thirteen weeks ended June 27, 2015 from $972,000 for the thirteen weeks ended June 28, 2014 as a result of improved frozen dessert novelty sales.  Sales of soy-cheese products increased to $2,378,000 in the 2015 period from $2,339,000 in the 2014 period, primarily as a result of improved domestic sales.  Sales of frozen food entrée products increased to $241,000 in the 2015 thirteen week period from $187,000 in the 2014 thirteen week period, primarily as a result of our resolving the production and sales issues related to the transition to our new nine slice pizza package from a three slice package earlier this year.  The increase in gross sales in all categories was offset in part by the impact of sales allowance discounts in the 2015 period that were approximately $221,000 greater than in the corresponding period in 2014.

 

12
 

 

Our gross profit increased to $1,076,000 in the thirteen weeks ended June 27, 2015 from $961,000 in the thirteen weeks ended June 28, 2014 due to the increase in sales.  Our gross profit percentage was 30% for the thirteen weeks ending June 27, 2015 compared to 27% for the thirteen weeks ending June 28, 2014. The increase in our gross profit percentage was due primarily to price increases over the past 18 months becoming fully implemented in the period ending June 27, 2015.  Freight out expense, a significant part of our cost of sales, decreased by $103,000, or 55%, to $128,000 for the thirteen weeks ended June 27, 2015 compared with $231,000 for the thirteen weeks ended June 28, 2014.  As a percentage of sales, freight out expense decreased to 4% in the 2015 thirteen week period compared to 7% for the 2014 thirteen week period.  Our freight out expense during the second quarter was positively impacted by a substantial decrease in the cost of shipping our products to the west coast, the reduction in our overall inventory, which required fewer shipments to our warehouses, and the significant decrease in the cost of fuel in the thirteen weeks ended June 27, 2015 as compared to the thirteen weeks ended June 28, 2014.  Additionally, the pick-up allowance we offer saves us a significant expense, as we no longer have to incur costs associated with shipping products to those customers who utilize it.

 

Selling expenses decreased by $75,000, or 18%, to $350,000 for the thirteen weeks ended June 27, 2015  compared to $425,000 for the thirteen weeks ended June 28, 2014.  This decrease was due principally to decreases in outside warehouse rental expense of $86,000, commission expense of $30,000, and travel, entertainment and auto expense of $7,000, which decreases were partially offset by an increase in meetings and conventions expense of $41,000.  Outside warehouse rental expense decreased due to the significant decrease in our inventory.  The increase in meetings and conventions expense was the result of a timing difference as last year’s expense occurred in the first quarter of the year, while this year’s expense occurred in the second quarter of the year.  We anticipate that our selling expenses will decline for the balance of 2015 because of the cost cutting measures that we have instituted in our sales operations, such as lowering the commission rate paid to outside food brokers, reducing the number of brokers, reducing the number of trade shows we participate in, and reducing our outside warehouse expense by decreasing our inventory.

 

Marketing expenses decreased by $67,000, or 46%, to $80,000 for the thirteen weeks ended June 27, 2015 compared to $147,000 for the thirteen weeks ended June 28, 2014, due principally to decreases in public relations expense of $21,000, promotions expense of $21,000, and artwork and plate expense of $27,000. We anticipate greater reductions in marketing expenses throughout the balance of 2015, specifically in the areas of artwork and plate expense, public relations and promotions.

 

Research and development costs, which consist principally of salary expenses and laboratory costs, decreased slightly by $4,000 to $143,000 for the thirteen weeks ended June 27, 2015 from $147,000 for the thirteen weeks ended June 28, 2014, primarily due to a decrease in payroll expense of $17,000, which was partially offset by an increase in lab costs and supplies of $13,000.  We anticipate a similar reduction in research and development expense over the balance of the year, specifically in the areas of payroll expense and professional fees and outside services expense.

 

General and administrative expenses increased by $92,000, or 21%, to $524,000 for the thirteen weeks ended June 27, 2015 compared with $432,000 for the thirteen weeks ended June 28, 2014 due to stock option expense of $113,000 and an increase in professional fees and outside services expense of $10,000, which were partially offset by decreases in public relations expense of $5,000, travel, entertainment and auto expense of $10,000, IT expense of $5,000, payroll expense of $12,000, and general insurance expense of $9,000. We anticipate reductions in general and administrative expenses throughout the balance of 2015, specifically in the areas of payroll expense and professional fees and outside services expense.

 

We recognized income tax expense of $3,000 for the thirteen weeks ended June 27, 2015 compared to $0 income tax expense for the thirteen weeks ended June 28, 2014.  

 

Our operating income for the 2015 thirteen week period was negatively impacted by a non-cash stock-based compensation expense of $113,000 arising from the grant of options, which resulted in a loss before income taxes of $21,000.

 

13
 

 

Twenty-Six Weeks Ended June 27, 2015 Compared with Twenty-Six Weeks Ended June 28, 2014

 

Net sales for the twenty-six weeks ended June 27, 2015 were $6,767,000, a decrease of $588,000, or 8%, from net sales of $7,355,000 for the twenty-six weeks ended June 28, 2014.  Sales of our frozen dessert product line decreased to $1,843,000 in the twenty-six weeks ended June 27, 2015 from $2,162,000 for the twenty-six weeks ended June 28, 2014. Our frozen dessert business continues to be negatively impacted by the overall sluggishness in ice cream category sales.  Sales of soy-cheese products decreased to $4,594,000 in the 2015 period from $4,891,000 in the 2014 period, primarily as a result of lower export sales in the 2015 period as compared to the 2014 period.  Sales of frozen food entrée products increased to $330,000 in the 2015 twenty-six week period from $302,000 in the 2014 twenty-six week period, primarily as a result of the resolution of production and sales issues related to the transition to our new nine slice pizza package from the superseded three slice package.  We experienced sales declines in most categories of products, due to the impact of sales allowance discounts in the first twenty-six weeks of 2015 that were approximately $441,000 greater than in the corresponding period in 2014.  We expect that the costs of these discount programs, which we believe are necessary to support the distribution of our products, will be lower in subsequent periods of fiscal 2015.

 

Our gross profit decreased to $1,822,000 in the period ended June 27, 2015 from $2,251,000 in the period ended June 28, 2014, due to the decrease in sales.  Our gross profit percentage was 27% for the period ending June 27, 2015 compared to 31% for the period ending June 28, 2014.  Freight out expense, a significant part of our cost of sales, decreased by $86,000, or 20%, to $352,000 for the twenty-six weeks ended June 27, 2015 compared to $438,000 for the twenty-six weeks ended June 28, 2014. As a percentage of sales, freight out expense decreased to 5% in the 2015 twenty-six week period compared to 6% for the 2014 twenty-six week period.  Freight out expense during the twenty-six week period ended June 27, 2015 was positively impacted by a substantial decrease in the cost of shipping our products to the west coast, the reduction in our overall inventory, which required fewer shipments to our warehouses, including those on the west coast, and the significant decrease in the cost of fuel in the twenty-six weeks ended June 27, 2015 as compared to the twenty-six weeks ended June 28, 2014.    Freight out expense in the twenty-six week period ended June 27, 2015 was responsible for a smaller part of our cost of sales than in the twenty-six week period ended June 28, 2014, because the pick-up allowance we offer saves us a significant expense, as we no longer have to incur costs associated with shipping products to those customers who utilize it.

 

Selling expenses decreased by $61,000, or 8%, to $750,000 for the twenty-six weeks June 27, 2015  compared to $811,000 for the twenty-six weeks ended June 28, 2014.  This decrease was due principally to decreases in commissions expense of $30,000, outside warehouse rental expense of $73,000, and travel, entertainment and auto expense of $7,000, which decreases were partially offset by increases in meetings and convention expense of $33,000 and payroll expense of $12,000.  Outside warehouse rental expense decreased due to the decrease in inventory on hand in the current period compared to inventory as of December 27, 2014.  Meetings and conventions expense increased in the 2015 period as a result of a greater trade show expense in 2015.

 

Marketing expenses decreased by $70,000, or 26%, to $203,000 for the twenty-six weeks ended June 27, 2015 compared to $273,000 for the twenty-six weeks ended June 28, 2014, due principally to decreases in artwork and plate expense of $46,000, promotion expense of $10,000 and public relations expense of $28,000, which decreases were offset by an increase in advertising expense of $12,000.

 

Research and development costs, which consist principally of salary expenses and laboratory costs, decreased by $54,000, or 16%, to $283,000 for the twenty-six weeks ended June 27, 2015 from $337,000 for the twenty-six weeks ended June 28, 2014, due primarily to decreases in professional fees and outside services expense of $20,000 and payroll expense of $50,000, which decreases were partially offset by an increase lab costs and supplies of $17,000.

 

14
 

 

General and administrative expenses increased by $71,000, or 8%, to $979,000 for the twenty-six weeks ended June 27, 2015 compared with $908,000 for the twenty-six weeks ended June 28, 2014, due to stock option expense of $113,000 and an increase in general insurance expense of $5,000.  These increases were partially offset by decreases in payroll expense of $12,000, professional fees and outside services expense of $15,000, IT expense of $7,000, building and maintenance expense of $7,000, and travel and entertainment expense of $5,000.

 

For the twenty-six weeks ended June 27, 2015, we recognized income tax expense of $8,000 compared to income tax expense of $6,000 for the twenty-six weeks ended June 28, 2014. 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 twenty-six weeks ending June 27, 2015 and June 28, 2014.

 

Our operating income for the 2015 twenty-six week period was negatively impacted by a non-cash stock-based compensation expense of $113,000 arising from the grant of options, which contributed to the loss before income taxes of $393,000.

 

Liquidity and Capital Resources

 

As of June 27, 2015, we had approximately $185,000 in cash and cash equivalents and our working capital was approximately $2.2 million, compared with approximately $341,000 in cash and cash equivalents and working capital of $2.5 million at December 27, 2014.

 

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

 

   

Twenty-Six Weeks
 ended June 27, 2015

   

Twenty-Six Weeks
 ended June 28, 2014

 
Net cash (used in) operating activities   $ (153,000 )   $ (43,000 )
Net cash (used in) financing activities     (3,000 )      --  
Net (decrease) in cash and cash equivalents                                         $ (156,000 )   $ (43,000 )

 

The decrease in our cash and cash equivalents for the twenty-six weeks ended June 27, 2015 is attributable to the $153,000 used in operating activities. The net cash used in operating activities was the result of the $401,000 net loss in the period offset in part by a decrease in current assets of $205,000 and an increase in current liabilities of $83,000.  Inventory decreased by $239,000 while accounts receivables increased by $271,000 due to the higher level of sales in the second quarter.  Accounts payable and accrued expenses increased primarily as a result of the inventory purchases made during the twenty-six weeks ended June 27, 2015.  While 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, we intend to seek additional financing to improve our financial position.

 

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.

 

15
 

 

Off-balance Sheet Arrangements

 

None.

 

Contractual Obligations

 

As of June 27, 2015, we did not have any material contractual obligations or commercial commitments, including obligations relating to discontinued operations.

 

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.

 

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 June 27, 2015, 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 June 27, 2015.

 

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.

 

16
 

 

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 continued to be ineffective as of June 27, 2015 because of the following continuing material weaknesses in internal controls over financial reporting:

 

  · 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.

 

  · The limited size of the accounting department makes it impracticable to achieve an optimum separation of duties.

 

We are seeking ways to remediate these weaknesses, which stem from our small workforce, which consisted of twelve employees at June 27, 2015, 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.

 

17
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings
   
  We are not a party to any material litigation.
   
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 27, 2014.
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
  None.
   
Item 3. Default Upon Senior Securities
   
  None.
   
Item 4. Removed and Reserved
   
Item 5. Other Information
   
  None.
   
Item 6. Exhibits
   
31.1 Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2 Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32.1 Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Instance Document*
101.SCH Schema Document*
101.CAL Calculation Linkbase Document*
101.DEF Definition Linkbase Document*
101.LAB Labels Linkbase Document*
101.PRE Presentation Linkbase Document*

 


* 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.

 

18
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

 

Date: August 11, 2015

 

19
t82928_ex31-1.htm EXHIBIT 31.1


ENT> EX-31.1 2 t82928_ex31-1.htm EXHIBIT 31.1

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO 

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, David Mintz, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tofutti Brands Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 11, 2015

 

/s/David Mintz*  
David Mintz  
Chief Executive Officer  

 

*          The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.

 

 

  

t82928_ex31-2.htm EXHIBIT 31.2


ENT> EX-31.2 3 t82928_ex31-2.htm EXHIBIT 31.2

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO 

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, Steven Kass, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tofutti Brands Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 11, 2015

 

/s/Steven Kass*  
Steven Kass  
Chief Financial Officer  

 

*          The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.

 

 

 

t82928_ex32-1.htm EXHIBIT 32.1


ENT> EX-32.1 4 t82928_ex32-1.htm EXHIBIT 32.1

 

Exhibit 32.1

  

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  

In connection with the Quarterly Report of Tofutti Brands Inc. (the “Company”) on Form 10-Q for the period ending June 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Mintz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

  

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/David Mintz*  
David Mintz  
Chief Executive Officer  

 

Date: August 11, 2015

 

*          The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.

 

 

 

 

t82928_ex32-2.htm EXHIBIT 32.2


ENT> EX-32.2 5 t82928_ex32-2.htm EXHIBIT 32.2

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

 18 U.S.C. SECTION 1350

 AS ADOPTED PURSUANT TO

 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  

In connection with the Quarterly Report of Tofutti Brands Inc. (the “Company”) on Form 10-Q for the period ending June 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Kass, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

  

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/Steven Kass*  
Steven Kass  
Chief Financial Officer  

 

Date: August 11, 2015

  

*          The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.

 

 

 

 

Additional Files
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0001571049-15-006582.txt   Complete submission text file   1706834
tof-20150627.xml 6 XBRL INSTANCE DOCUMENT EX-101.INS 267435
tof-20150627.xsd 7 XBRL TAXONOMY EXTENSION SCHEMA EX-101.SCH 22251
tof-20150627_cal.xml 8 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.CAL 20580
tof-20150627_def.xml 9 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.DEF 59730
tof-20150627_lab.xml 10 XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.LAB 180044
tof-20150627_pre.xml 11 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE EX-101.PRE 132007

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