TOFB 10-K & 10-Q changes, risk factors and insider trading
Tofutti Brands Inc. · OTC · Ice Cream & Frozen Desserts · CIK 730349 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The closing of the principal production facility for our non-dairy cheeses raises substantial doubt about our ability to continue as a going concern.”
Removed heading “David Mintz, our founder, Chairman of the Board, Chief Executive Officer and the developer of all of our products died in February 2021 and we may be unable to adequately replace him.”
Largest changes
“We learned in February 2026 that the owner of our primary co-packer for our key products intends to close its plant effective July 31, 2026. The products this facility produces represented approximately 80% of our sales for the year ended December 27, 2025. While management is actively searching for an alternative co-packer, there is no assurance a suitable replacement can be found. In addition, the Company has recurring losses from operations, cash used in operations and declining revenues. These conditions result in substantial doubt about our ability to continue as a going concern.”see in full comparison
“David Mintz, our founder, Chairman of the Board, Chief Executive Officer and the developer of all of our products died in February 2021 and we may be unable to adequately replace him.”see in full comparison
“The closing of the principal production facility for our non-dairy cheeses raises substantial doubt about our ability to continue as a going concern.”see in full comparison
“In fiscal 2024 and 2023 we incurred net losses of $860,000 and $366,000, respectively and had negative cash flow from operations of $358,000 and $225,000 in the years ended December 28, 2024 and December 30, 2023, respectively. As of December 28, 2024, we had $462,000 in cash and our working capital was $2,893,000 as compared to $837,000 in cash and $3,440,000 of working capital at December 30, 2023. The lack of sufficient working capital in the past has negatively impacted our ability to introduce and adequately promote new products. …”see in full comparison
“In fiscal 2025 and 2024 we incurred net losses of $778,000 and $860,000, respectively and had negative cash flow from operations of $98,000 and $358,000, respectively. At December 27, 2025, we had $347,000 in cash and our working capital was $2,126,000 as compared to $462,000 in cash and $2,893,000 of working capital at December 28, 2024. The lack of sufficient working capital in the past has negatively impacted our ability to introduce and adequately promote new products. …”see in full comparison
“In February 2021, David Mintz, our founder, Chief Executive Officer and Chairman of the Board of Directors, passed away. Steven Kass, Chief Financial Officer, was appointed CEO by our Board of Directors and was confirmed as permanent CEO by the Board on April 27, 2021. We presently do not intend to employ a successor to Mr. Mintz in his role as our head of research and development. The loss of his services could have a material adverse effect on our business and results of operations.”see in full comparison
Full comparison: every changed paragraph (9)
The closing of the principal production facility for our non-dairy cheeses raises substantial doubt about our ability to continue as a going concern.
We learned in February 2026 that the owner of our primary co-packer for our key products intends to close its plant effective July 31, 2026. The products this facility produces represented approximately 80% of our sales for the year ended December 27, 2025. While management is actively searching for an alternative co-packer, there is no assurance a suitable replacement can be found. In addition, the Company has recurring losses from operations, cash used in operations and declining revenues. These conditions result in substantial doubt about our ability to continue as a going concern.
In fiscal 2025 and 2024 we incurred net losses of $778,000 and $860,000, respectively and had negative cash flow from operations of $98,000 and $358,000, respectively. At December 27, 2025, we had $347,000 in cash and our working capital was $2,126,000 as compared to $462,000 in cash and $2,893,000 of working capital at December 28, 2024. The lack of sufficient working capital in the past has negatively impacted our ability to introduce and adequately promote new products. To the extent that we incur operating losses in the future or are unable to generate free cash flows from our business, we may not have sufficient working capital to fund our operations and will be required to obtain additional financing. Such financing may not be available, or, if available, may not be on terms satisfactory to us. If adequate funds are not available to us, our business, and results of operations and financial condition will be adversely affected.
David
Mintz, our founder, Chairman of the Board, Chief Executive Officer and the developer of all of our products died in February 2021 and
we may be unable to adequately replace him.
In
February 2021, David Mintz, our founder, Chief Executive Officer and Chairman of the Board of Directors, passed away. Steven Kass, Chief
Financial Officer, was appointed CEO by our Board of Directors and was confirmed as permanent CEO by the Board on April 27, 2021. We
presently do not intend to employ a successor to Mr. Mintz in his role as our head of research and development. The loss of his services
could have a material adverse effect on our business and results of operations.
We
depend on a limited number of suppliers for ingredients, packaging materials and the production of our products. We do not produce any
of our own products. For the fiscalfifty-two yearsweeks ended December 28,27, 20242025 and December 30,28, 2023,2024, we purchased approximately 41%50% and 57%,41%, respectively,
of our finished goods from Franklin Foods, including our BETTER THAN CREAM CHEESE, WHIPPED BETTER THAN CREAM CHEESE, BETTER THAN SOUR
CREAM, and BETTER THAN RICOTTA products, and purchased approximately 13%9% and 9%,13%, respectively, of our finished goods from
College Circle Creamery, our frozen dessert novelty co-packer. Any disruption in supply could have a material adverse effect on our company.
In
fiscal 2024 and 2023 we incurred net losses of $860,000 and $366,000, respectively and had negative cash flow from operations of $358,000
and $225,000 in the years ended December 28, 2024 and December 30, 2023, respectively. As of December 28, 2024, we had $462,000 in cash
and our working capital was $2,893,000 as compared to $837,000 in cash and $3,440,000 of working capital at December 30, 2023. The lack
of sufficient working capital in the past has negatively impacted our ability to introduce and adequately promote new products. To the
extent that we incur operating losses in the future or are unable to generate free cash flows from our business, we may not have sufficient
working capital to fund our operations and will be required to obtain additional financing. Such financing may not be available, or,
if available, may not be on terms satisfactory to us. If adequate funds are not available to us, our business, and results of operations
and financial condition will be adversely affected.
Trading
on the OTCQB and OTCQX tier of the OTC Markets may be volatile and sporadic, which could depress the market price of our common stock
and make
it difficult for our stockholders to resell their shares.
In
addition, in recent years the stock market has been highly volatile. Many of these factors are beyond our control and may materially
adversely affect the market price of our ordinarycommon shares,stock, regardless of our performance. In the past, following periods of market volatility,
shareholders have often instituted securities class action litigation relating to the stock trading and price volatility of the company
in question. If we were involved in any securities litigation, it could result in substantial cost to us to defend and divert resources
and the attention of management from our business.
Management's Discussion & Analysis (MD&A)
New heading “The closing of the principal production facility for our non-dairy cheeses raises substantial doubt about our ability to continue as a going concern.”
New heading “Fifty-Two Weeks Ended December 27, 2025 Compared with Fifty-Two Weeks Ended December 28, 2024”
Removed heading “Recent Developments”
Removed heading “Fiscal Year Ended December 28, 2024 Compared with Fiscal Year Ended December 30, 2023”
Largest changes
“The ability to continue as a going concern is defined as the ability of a company to meet its obligations for at least twelve months from the date these financial statements are issued. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.”see in full comparison
“We learned in February 2026 that the owner of our primary co-packer for our key products intends to close its plant effective July 31, 2026. The products this facility produces represented approximately 80% of our sales for the year ended December 27, 2025. While management is actively searching for an alternative co-packer, there is no assurance a suitable replacement can be found. In addition, the Company has recurring losses from operations, cash used in operations and declining revenues. These conditions result in substantial doubt about our ability to continue as a going concern.”see in full comparison
“The closing of the principal production facility for our non-dairy cheeses raises substantial doubt about our ability to continue as a going concern.”see in full comparison
“Fifty-Two Weeks Ended December 27, 2025 Compared with Fifty-Two Weeks Ended December 28, 2024”see in full comparison
“Fiscal Year Ended December 28, 2024 Compared with Fiscal Year Ended December 30, 2023”see in full comparison
Full comparison: every changed paragraph (33)
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 fulfillmentfulfilment
costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period.
Accounts
Receivable. The majority of our accounts receivablesreceivable are due from distributors (domestic and international) and retailers. Credit
is extended based on evaluation of a customers’customer’s 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 ancredit allowance for doubtful accountslosses 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-off accounts receivable
when they become uncollectible, and payments subsequently received on such receivables are
credited to the bad debt expense account.
We do not accrue interest on accounts receivable past due.
Inventory. Inventory is stated at lower of cost or net 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 a 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.
In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The
ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment
expenses. The standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods beginning after
December 15, 2024. The Company’s adoption of this standard effective for the fiscal year ending December 28, 2024 resulted in increased
disclosures in the notes to its financial statements.
In
November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income
Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU
2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures
about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU
2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December
15, 2027, with early adoption permitted. The Company iswill currently evaluatingpresent the impactadditional ofrequired thesedisclosures standardswhen it adopts the standard. The
Company plans to adopt this standard in fiscal 2027 and will haveprovide onthe itadditional financial
statements.disclosures required by ASU 2024-03.
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09).
ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation
and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures.
The ASU’s amendments are effective for annual periods beginning after December 15, 2024. TheWe Companyadopted isthis currentlystandard evaluatingin thefiscal year
impact2025 thatby adoptionproviding ofadditional ASUdisclosures 2023-09 will have on its financial statements.required.
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides all entities, including public business entities, with a practical expedient, which allows the entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. The amendments in ASU No. 2025-05 should be applied prospectively and are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company does not anticipate the adoption of this standard to have a material impact on the financial statements.
The closing of the principal production facility for our non-dairy cheeses raises substantial doubt about our ability to continue as a going concern.
We learned in February 2026 that the owner of our primary co-packer for our key products intends to close its plant effective July 31, 2026. The products this facility produces represented approximately 80% of our sales for the year ended December 27, 2025. While management is actively searching for an alternative co-packer, there is no assurance a suitable replacement can be found. In addition, the Company has recurring losses from operations, cash used in operations and declining revenues. These conditions result in substantial doubt about our ability to continue as a going concern.
The ability to continue as a going concern is defined as the ability of a company to meet its obligations for at least twelve months from the date these financial statements are issued. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
A
significant portion of our sales are to several key distributors, which are large distribution companies with numerous divisions and
subsidiaries who act independently. Such distributors as a group accounted for 33%52% and 37%33% of our net sales for the fiscalfifty-two yearsweeks ended
December 28,27, 20242025 and December 30,28, 2023,2024, respectively. Although we believe that the business associated with any of our primary distributors
can be readily transferred to other distributors or directly to supermarket warehouses, if necessary, no assurance can be given that
a change in distributors would not be disruptive to our business, which could have a material adverse effect on our business and results
of operations.
Fifty-Two Weeks Ended December 27, 2025 Compared with Fifty-Two Weeks Ended December 28, 2024
Recent
Developments
As
of fiscal year end December 28, 2024, our ability to handle customer and consumer communications, schedule production and order ingredients
necessary for our production has not materially changed. Nor have we experienced any significant change in the timeliness of payments
of our invoices. Our cash position as of March 25, 2025 was approximately $626,000.
Fiscal
Year Ended December 28, 2024 Compared with Fiscal Year Ended December 30, 2023
We
operate on a fiscal year ending on the Saturday closest to December 31. Net sales for the fiscalfifty-two yearweeks ended December 28,27, 20242025 were
$7,776,000, $8,820,000,
a decrease of $1,248,000$1,044,000 or 12%, from net sales of $10,068,000$8,820,000 for the fiscalfifty-two yearweeks ended December 30,28, 2023.2024. Sales of plant-based
cheese cheese
products decreased to $6,668,000 in the fifty-two weeks ended December 27, 2025 from $7,428,000 in the fiscalfifty-two yearweeks ended December
28, 20242024. from $8,564,000 in the fiscal year ended December 30, 2023.
Sales of our plant-based cheese products were significantly negatively impacted by increased competition with the introduction
of new
vegan cheese products by a number of other companies with significantly greater resources than us. Our future product sales of
plant-based plant-based
cheese products could be negatively impacted by the entry of new competitors and by the further introduction of other competitive
products. Sales of our frozen dessert product
lines decreased to $1,392,000$1,108,000 in the fiscalfifty-two yearweeks ended December 28,27, 20242025 from $1,504,000 $1,392,000
in fiscal 2023.2024. Sales of our frozen dessert
products, which are part of the ice cream food category, have been negatively impacted by
the industry-wide decline in ice cream sales.
Our gross profit for the year ended December 27, 2025, decreased by $203,000 to $2,048,000 from $2,251,000 for the fifty-two weeks ended December 28, 2024. Our gross profit percentage for each of the fifty-two weeks ended December 27, 2025 and December 28, 2024 was 26%. Additionally, sales promotion and allowance expense decreased by $107,000 or 12% to $758,000 for the fifty-two weeks ended December 27, 2025 compared to $865,000 for the fifty-two weeks ended December 28, 2024 due to the decrease in sales. Our sales promotion and allowance expense includes items such as off-invoice sales allowances, manufacturer charge backs (MCBs), early pay cash discount, coupons and slotting fees. Historically, our total sales promotion and allowance expense averages between 10% - 12% annually. Sales promotion and allowance expense was 10% of net sales for both fiscal periods.
Our
gross profit for the year ended December 28, 2024, decreased by $546,000 to $2,251,000 from $2,797,000 for the fiscal year ended December
30, 2023. Our gross profit percentage for the fiscal year ended December 28, 2024 was 26% compared to 28% for the fiscal year ended December
30, 2023. The decrease in gross profit percentage was caused primarily by the decrease in sales and the increase in the cost of packaging
and certain key ingredients. During the fourth quarter of 2024, we instituted a general price increase which became effective at the
start of fiscal year 2025.
Freight
out expense decreased significantly by $91,000$108,000 to $682,000$574,000 for the yearfifty-two weeks ended December 27, 2025 compared with $682,000 for
the fifty-two weeks ended December 28, 2024 compared with $773,000 for the year ended
December 30, 2023 due to the significant reduction in sales. Freight out expense as a percentage of sales was
7% and 8% infor the yearsfifty-two weeks ended December
28, 202427, 2025 and December 30,28, 2023.2024, respectively. While the effects of the ongoing crisis
in the Middle East are as of yet unknown, we anticipate that our freight out expense as a percentage of sales will increase in 2026.
Selling
and warehousing expenses decreasedincreased by $185,000,$21,000, or 18%,25%, to $869,000$890,000 for the fiscalfifty-two yearweeks ended December 27, 2025 from $869,000 for
the fifty-two weeks ended December 28, 2024 from $1,054,000 for the
fiscal year ended December 30, 2023.2024. This decreaseincrease was primarily attributable to decreasesincreases in commission expense of $99,000,$48,000 badand
travel, debt
entertainment, and auto expense of $15,000,$18,000. These increases were partially offset by decreases in meetings and conventionconventions expense
of $61,000, and delivery and shipping supply expenses of $25,000, which were partially
offset by an increase in$37,000, outside warehouse rental expensesexpense of $20,000.$8,000, and bad debt expense of $7,000. The decreaseincrease in commission expensesexpense isrepresented
the duecost of a retainer fee to thea decreasenew in
sales.independent broker.
Marketing
expenses decreasedincreased slightlyin the fifty-two weeks ended December 27, 2025 by $31,000, or 7%, to $447,000 compared to $416,000 in the fiscal year period
ended December 28, 2024 by $8,000, or 2%, to $416,000 compared to $424,000 in the fiscal
period ended December 30, 2023 due to decreasesincreases in artwork and plate expenses of $15,000 and promotions expense of $38,000, which were partially
offset by a decrease in advertising expense of $34,000, point of sale material expense of $14,000 and public
relations expense of $5,000, which were partially offset by an increase in promotion expense of $33,000 and artwork and gift expense
of $11,000.$20,000.
ResearchProduct
and development expenses decreasedincreased by $34,000,$24,000, or 20%,18 %, to $156,000 in the fifty-two weeks ended December 27, 2025 from $132,000 in the fiscal yearfifty-two
weeks ended December 28, 2024 from $166,000 in the fiscal
year ended December 30, 2023.2024. The decreaseincrease was primarily attributable to aan decreaseincrease in professional fees and outside services expense
of $24,000.$18,000 and lab costs and supplies expense of $18,000 which were partially offset by decreases in utilities expense of $9,000 and
depreciation expense of $4,000.
General and administrative expenses decreased by $113,000, or 8%, to $1,328,000 for the fifty-two weeks ended December 27, 2025 from $1,441,000 for the fifty-two weeks ended December 28, 2024. The decrease was primarily due to decreases in office supplies expense of $21,000, stock compensation expense of $54,000, security and fire alarm expense of $12,000, building rent expense of $32,000, real and personal property tax expense of $13,000, waste removal expenses of $14,000, and telephone expense of $6,000. These decreases were partially offset by increases in payroll expense of $15,000, travel and entertainment expense of $8,000, IT expense of $10,000, and general insurance expense of $11,000.
General
and administrative expenses increased by $50,000, or 4%, to $1,441,000 for the year ended December 28, 2024 from $1,391,000 for the year
ended December 30, 2023. The increase was primarily due to increases in office supplies expense of $22,000, travel, entertainment, and
auto expense of $15,000, equipment repair expense of $5,000, security and fire alarm expense of $8,000, building rent expense of $26,000,
and general insurance expense of $13,000. These increases were partially offset by decreases in professional fees and outside service
expenses of $18,000, public relations expense of $21,000 and non-cash stock options expense of $6,000.
Overall,
total operating expenses decreased by $177,000,$37,000, or 6%,1%, to $2,821,000 for the fifty-two weeks ended December 27, 2025 compared to total
operating expenses of $2,858,000 for the yearfifty-two weeks ended December 28, 2024 compared to total operating
expenses of $3,035,000 in the year ended December 30, 2023.2024. We expect our operating expenses in fiscal 20252026 will
be consistent with those
of fiscal 2024.2025.
As
a result of the foregoing we recorded an operating loss of $607,000$773,000 infor the yearfifty-two weeks ended December 27, 2025 as compared with
an operating loss of $607,000 for the fifty-two weeks ended December 28, 2024 as compared with an operating
loss of $238,000 in the year ended December 30, 2023.2024.
Loss
before income taxes for the yearfifty-two weeks ended December 28,27, 20242025 was $609,000$774,000 compared to loss before income taxes of $240,000$609,000 for
the yearfifty-two weeks ended
December 30,28, 2023.2024.
Income
taxes for the yearfifty-two weeks ended December 28,27, 20242025 was $251,000$4,000 compared to income taxes of $126,000$251,000 for the yearfifty-two weeks ended December
28, 30,2024. 2023.
The increaseincome tax expense in fiscal year 2024 was attributedthe to revaluationresult of writing off the deferred
tax asset.asset balance.
As
a result of the foregoing we recorded a net loss of $860,000$778,000 infor the yearfifty-two weeks ended December 28,27, 20242025 as compared with a net loss
of $366,000
$860,000 in the yearfifty-two weeks ended December 30,28, 2023.2024.
Cash
used in operating activities for the fiscalfifty-two yearweeks ended December 28,27, 20242025 was $358,000$98,000 compared to $225,000$358,000 used in operating activities
for the fiscalfifty-two yearweeks ended December 30,28, 2023.2024. Cash used in operating activities was primarily due to the net loss of $860,000,$778,000, an increasewhich
in accounts receivable of $176,000 and a decrease in current liabilities of $245,000,was partially offset by a decreasereduction in inventory of $150,000, a reduction in accounts receivable of $74,000, a reduction in prepaid expenses
$596,000.of $20,000, and an increase in accounts payable and accrued expenses of $412,000.
Cash
providedused byin investing activities was $0 for both the fiscalfifty-two yearsweeks ended December 27, 2025 and December 28, 2024 andperiods, December 30, 2023.respectively.
Cash
used in financing activities was $17,000 for the fiscalfifty-two yearweeks ended December 28,27, 2024,2025, and $10,000$17,000 in the fiscalfifty-two yearweeks ended December
28, 30,
2023.2024. Cash used in financing activities was due to payments made on our finance lease.lease for a copier
and mail machine.
We
believe our existing cash on hand and working capital as of December 28, 2024, and our expected cash flows from operations will be sufficient
to support our operating and capital requirements for at least the next twelve months.
What changed in the latest 10-Q
Risk Factors
Increased commodity costs could decrease our profit margins which could adversely affect our business.
Our profitability depends, in part, on our ability to anticipate and react to changes in the price and availability of food commodities. Prices may be affected due to market changes, increased competition, the general risk of inflation, the impacts of tariffs or the responses of other governments, consumers or suppliers to U.S. imposed tariffs, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. While we have been able to partially offset inflation and other changes in the costs of commodities by increasing prices, there can be no assurance that we will be able to continue to do so in the future.
Additionally, with elevated inflationary pressures across the business, we face an above average risk that we will have to renegotiate contracts and agreements with suppliers on a more frequent basis. Shortened windows of certainty can impact our ability to plan our business from a supply and profitability perspective and we face greater risk of margin volatility.
There have been no other material changes to the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 27, 2025 other than with respect to our reliance on a co-packer that was scheduled to go out of business. As indicated above, we believe this risk has been resolved.
Largest changes
There have been no other material changes to the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 27,see in full comparison2025.2025 other than with respect to our reliance on a co-packer that was scheduled to go out of business. As indicated above, we believe this risk has been resolved.
Full comparison: every changed paragraph (1)
There
have been no other material changes to the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for
the year ended December 27, 2025.2025 other than with respect to our reliance on a co-packer that was scheduled to go out of business. As
indicated above, we believe this risk has been resolved.
Management's Discussion & Analysis (MD&A)
Largest changes
“The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 27, 2026, we had cash of approximately $121,000. During the last few years, we have experienced recurring losses and cash outflows from operations. …”see in full comparison
“The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 27, 2026, we had cash of approximately $121,000. During the last few years, we have experienced recurring losses and cash outflows from operations. …”see in full comparison
“Based on the Company’s current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements.. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans intends to address the Company’s liquidity requirements include:”see in full comparison
“Based on the Company’s current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements.. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans intends to address the Company’s liquidity requirements include:”see in full comparison
“The accompanying unaudited condensed financial information, 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. …”see in full comparison
“The accompanying unaudited condensed financial information, 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. …”see in full comparison
Full comparison: every changed paragraph (34)
The
Company learned in February 2026 that the owner of our primary co-packer for our key products intends to close
its plant effective July
31, 2026. The products produced by this facility accounted for approximately 80% of our sales for the year ended
December 27, 2025. WhileWe
have managementbeen issuccessful activelyin searching for an alternative co-packer, there is no assurancereaching a suitableco-packing replacementmanufacturing canagreement with the new owner of the facility and manufacturing business.
Our relations with him commence on September 15th and will be found.under Inthe addition,same terms and pricing as we had with the previous
owner. We believe that we have hadsufficient declininginventory revenues,on recurringhand lossesto frommeet operationsour projected sales until September 15, 2026 and cash outflows from operations in the last
few years. These conditions result in substantial doubt about our ability to continue as a going concern.beyond.
The accompanying unaudited condensed financial information, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the thirteen-week and twenty-six week periods ended June 27, 2026 are not necessarily indicative of the results to be expected for the full year or any other period. The Company’s fiscal year is either a fifty-two or fifty-three-week period which ends on the Saturday closest to December 31st.
Going Concern
The Company learned in February 2026 that the owner of its primary co-packer for the Company’s key products intended to close its plant effective July 31, 2026. The products produced by this facility accounted for approximately 80% of our sales for the year ended December 27, 2025. We have been successful in reaching a co-packing manufacturing agreement with the new owner of the facility and manufacturing business. Our relations with him commence on September 15, 2026 and will be under the same terms and pricing as we had with the previous owner. We believe that we have sufficient inventory on hand to meet our projected sales until September 15, 2026 and beyond.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 27, 2026, we had cash of approximately $121,000. During the last few years, we have experienced recurring losses and cash outflows from operations. For the six months ended June 27, 2026 our net sales decreased to $3,345,000 from $3,620,000 in the 2025 six month period and we incurred a net loss of $373,000 in the six months ended June 27, 2026 compared to a net loss of $169,000 for the six months ended June 28, 2025. The Company’s declining sales, increasing operating losses, continuing use of cash in operations, and limited available cash resources have adversely affected its liquidity.
Based on the Company’s current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements.. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans intends to address the Company’s liquidity requirements include:
The Company’s ability to successfully execute these plans is subject to significant risks and uncertainties. ln particular, improvements in sales and operating results may not occur within the time frame anticipated by management. The availability and terms of any financing are uncertain and may not be within the Company’s control. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date these financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
In
November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income
Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU
2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures
about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU
2025-01, is effective for fiscal years beginning after December 15, 2026,2026. The Company intends to adopt this standard when required and believes it will not have a material effect upon our
operations or report in interim periods within fiscal years beginning after December
15, 2027, with early adoption permitted. The Company plans to adopt this standard in fiscal 2027 and will provide the additional disclosures
required by ASU 2024-03.
Thirteen
Weeks Ended MarchJune 28,27, 2026 Compared with Thirteen Weeks Ended MarchJune 29,28, 2025 Net
sales for the thirteen weeks ended MarchJune 28,27, 2026 decreased by $34,000,$241,000, or 2%,12% to $1,788,000 from net sales of $1,591,000$2,029,000 for the thirteen weeks ended
March 29, 2025 to $1,557,000 for the thirteen weeks ended MarchJune 28, 2026.2025. Sales of our vegan cheese products decreased slightly to $1,362,000
in the thirteen weeks ended March 28, 2026 from $1,373,000$1,558,000 in the thirteen weeks ended MarchJune 29,27, 2026 from
$1,708,000 in the thirteen weeks ended June 28, 2025. Sales of our frozen dessert products
decreased to $195,000$230,000 in the thirteen weeks
ended MarchJune 28,27, 2026 from $218,000$321,000 for the thirteen weeks ended MarchJune 29,28, 2025.
Our
gross profit decreased to $469,000$454,000 for the thirteen weeks ended MarchJune 28,27, 2026 from $589,000$618,000 for the thirteen weeks ended MarchJune 29,27, 2025.2026
due primarily to the reduction in sales. Our gross profit percentage was 25% for the thirteen weeks ending June 27, 2026 compared to
30% for the thirteen weeks ending MarchJune 28, 2026 compared to 37% for the thirteen weeks ending March
29, 2025. There were significant ingredient and packaging cost increases that took place in the
first quarter of 2026 that were not present
in the first quarter of 2025. The increase in packaging costs is due to the significant increase
in oil during the second quarter of this year. The increase in ingredients costs is due to tariffs on several of the Company’s
most important ingredients.
Freight
out expense, a significant part of our cost of sales, decreased by $19,000,$30,000, or 17%,24%, to $90,000,$99,000, for the thirteen weeks ended MarchJune
27, 28,
2026 compared with $109,000$119,000 for the thirteen weeks Marchended 29,June 2025.28, 2025 due primarily to the reduction in sales. Freight out
expense was 5% of sales for the thirteen weeks ended June 27, 2026 compared to 6% of sales for the thirteen weeks ended March
June 28, 2026 compared to 7% of sales for the thirteen weeks ended March 29, 2025. We anticipate that the freight expense, as a percentage
of sales, will increase for the balance of 2026 due to the ongoing fuel cost increases caused by the hostilities in Iran.
Selling
expenses increased slightly by $22,000,$11,000, or 10%,6%, to $239,000$199,000 for the thirteen weeks ended MarchJune 28,27, 2026 from $217,000$188,000 for the thirteen
weeks weeks
ended MarchJune 29,28, 2025. This increase was due to increases in meetings and convention expense of $6,000$8,000 and bad debt expense of $28,000,
which were partially offset by decrease in travel, entertainment and auto expenses of $12,000 and outside warehouse retailrental expense of
of$22,000. $5,000.The decrease in outside warehouse rental expense is due to the decrease in our inventories during the fiscal period.
Marketing
expenses decreased by $48,000,$25,000, or 40%,28%, to $73,000$64,000 for the thirteen weeks ended MarchJune 28,27, 2026 from $121,000$89,000 for the thirteen weeks ended
endedJune March 29,28, 2025. The decrease was due primarily to decreases in advertisingpromotions expense of $34,000,$19,000, and artwork and plate expense of $12,000. $10,000.
We anticipate that our marketing promotion expenses will continue at the same
level for the balance of 2026.
Product
development costs increaseddecreased slightly by $7,000,$9,000, or 16%,23%, to $51,000$30,000 for the thirteen weeks ended MarchJune 28,27, 2026 from $44,000$39,000 for the thirteen
thirteen weeks ended MarchJune 29,28, 2025 due to a $5,000 increasedecrease in professional fees and outside services expense. We anticipate our product development
development costs for the balance of the year will continue at a slightly highercomparable level as compared to the 2025 period due to higher professional
fees and outside services expense.period.
General
and administrative expenses decreased by $9,000,$23,000, or 2%,7%, to $359,000$286,000 for the thirteen weeks ended MarchJune 28,27, 2026 from $368,000$309,000 for the
thirteen weeks ended MarchJune 29,28, 2025, due to adecreases decrease in general insurance expense of $35,000, which was partially offset by increases
in professional fees and outside service expense of $15,000 and public relation
expense of $13,000. These decreases were partially offset by an increase in payroll expense of $12,000.$9,000. The increase in payroll expense
was caused by an increase in the Company’s group health insurance premiums.
IncomeThe
Company recorded an income tax expensebenefit wasof $1$7 for the thirteen weeks ended MarchJune 28,27, 2026 and $0 for the thirteen weeks ended MarchJune 29, 28,
2025 due to the net
lossesreceipt incurredof duringa bothfederal periods.income tax refund in the 2026 period.
Twenty -Six Weeks Ended June 27, 2026, Compared with Twenty -Six Weeks Ended June 28, 2025 Net sales for the twenty-six weeks ended June 27, 2026 decreased by $275,000, or 8%, to $3,345,000 from net sales of $3,620,000 for the twenty-six weeks ended June 28, 2025. Sales of our vegan cheese products decreased by $161,000 to $2,920,000 in the twenty-six weeks ended June 27, 2026 from $3,081,000 in the twenty-six weeks ended June 28, 2025. Sales of our frozen dessert products decreased by $114,000 for the twenty-six weeks ended June 27, 2026 compared to $539,000 for the twenty-six weeks ended June 28, 2025.
Our gross profit decreased to $923,000 for the twenty-six weeks ended June 27, 2026 from $1,207,000 for the twenty-six weeks ended June 28, 2025. Our gross profit percentage was 28% for the twenty-six weeks ending June 27, 2026 compared to 33% for the twenty-six weeks ending June 28, 2025. Impacting our gross profit were ingredient and packaging cost increases that took place in the second quarter of 2026 that were not present in the second quarter of 2025. The increase in packaging costs is due to the significant increase in oil during the second quarter of this year. The increase in ingredients costs is due to tariffs on several of the Company’s most important ingredients.
Freight out expense, a significant part of our cost of sales, decreased by $92,000, or 33%, to $189,000, for the twenty-six weeks ended June 27, 2026 compared with $281,000 for the twenty-six weeks June 28, 2025 primarily due to the reduction in sales. Freight out expense was 6% of sales for the twenty-six weeks ended June 27, 2026 compared to 8% of sales for the twenty-six weeks ended June 28, 2025.
Selling expenses increased by $31,000, or 8%, to $436,000 for the twenty-six weeks ended June 27, 2026 from $405,000 for the twenty-six weeks ended June 28, 2025. This increase was due to increases in meetings and convention expense of $13,000, bad debt expense of $28,000, commission expense of $14,000, which were partially offset by a decrease in outside warehouse rental expense of $17,000 and travel, entertainment and auto expense of $11,000.
Marketing expenses decreased by $73,000, or 35%, to $137,000 for the twenty-six weeks ended June 27, 2026 from $210,000 for the twenty-six weeks ended June 28, 2025. The decrease was primarily due to decreases in advertising expense of $26,000, artwork and plate expense of $22,000 and promotion expense of $18,000.
Product development costs decreased slightly by $3,000, or 4%, to $80,000 for the twenty-six weeks ended June 27, 2026 from $83,000 for the twenty-six weeks ended June 28, 2025.
General and administrative expenses decreased by $23,000, or 3%, to $647,000 for the twenty-six weeks ended June 27, 2026 from $670,000 for the twenty-six weeks ended June 28, 2025, due to a decrease in general insurance expense of $39,000, which was partially offset by an increase in payroll expense of $17,000. The increase in payroll expense was caused by an increase in the Company’s group health insurance premiums.
We had an income tax benefit of $5,000 for the twenty-six weeks ended June 27, 2026 compared to an income tax expense of $7,000 for the twenty-six weeks ended June 28, 2025.
The
Company learned in February 2026 that the owner of our primary co-packer for our key products intendsintended to close its plant effective July
July 31, 2026. The products produced by this facility accounted for approximately 80% of our sales for the year ended December 27, 2025. We
Whilehave managementbeen issuccessful activelyin searching for an alternative co-packer, there is no assurancereaching a suitableco-packing replacementmanufacturing canagreement with the new owner of the facility and manufacturing business.
Our relations with him commence on September 15th and will be found.under Inthe addition,
same terms and pricing as we have had declining revenues, recurring losses from operations and cash outflows from operations inwith the last few years. These conditionsprevious
result in substantial doubt about our ability to continue as a going concern.owner.
During the last few years, we have experienced recurring losses and cash outflows from operations. These conditions have raised substantial doubt about our ability to continue as a going concern.
The accompanying unaudited condensed financial information, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the thirteen-week and twenty-six week periods ended June 27, 2026 are not necessarily indicative of the results to be expected for the full year or any other period. The Company’s fiscal year is either a fifty-two or fifty-three-week period which ends on the Saturday closest to December 31st.
The Company learned in February 2026 that the owner of its primary co-packer for the Company’s key products intended to close its plant effective July 31, 2026. The products produced by this facility accounted for approximately 80% of our sales for the year ended December 27, 2025. We have been successful in reaching a co-packing manufacturing agreement with the new owner of the facility and manufacturing business. Our relations with him commence on September 15, 2026 and will be under the same terms and pricing as we had with the previous owner. We believe that we have sufficient inventory on hand to meet our projected sales until September 15, 2026 and beyond.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 27, 2026, we had cash of approximately $121,000. During the last few years, we have experienced recurring losses and cash outflows from operations. For the six months ended June 27, 2026 our net sales decreased to $3,345,000 from $3,620,000 in the 2025 six month period and we incurred a net loss of $373,000 in the six months ended June 27, 2026 compared to a net loss of $169,000 for the six months ended June 28, 2025. The Company’s declining sales, increasing operating losses, continuing use of cash in operations, and limited available cash resources have adversely affected its liquidity.
Based on the Company’s current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements.. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans intends to address the Company’s liquidity requirements include:
The Company’s ability to successfully execute these plans is subject to significant risks and uncertainties. ln particular, improvements in sales and operating results may not occur within the time frame anticipated by management. The availability and terms of any financing are uncertain and may not be within the Company’s control. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date these financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
As
of MarchJune 28,27, 2026, we had approximately $63,000$121,000 in cash and our working capital was approximately $1,876,000,$1,758,000, compared with
approximately $347,000 in cash and working capital of $2,126,000 at December 27, 2025. As of MayAugust 14,11, 2026, we had approximately
$366,000$139,000 in cash. We will need to raise additional working
capital from the sale of equity or debt in order to support our operations, for which there is no guarantee that we will be successful.
Net
cash used in operating activities for the thirteentwenty-six weeks ended MarchJune 28,27, 2026 was $279,000$218,000 compared to $148,000$108,000 providedused byin operating activities
for the thirteentwenty-six weeks ended MarchJune 29,28, 2025. The decrease in netNet cash used byin operating activities for the thirteentwenty-six weeks ended MarchJune 27, 2026 was
primarily a result of the net loss of $373,000 and a reduction in liabilities of $249,000, which were partially offset by a decrease
in accounts receivable of $248,000 and inventory of $116,000. Net cash used in operations for the twenty-six weeks ended June 28, 20262025 was primarily a result of the net loss of $255,000
$169,000 and an increase in inventory of $207,000,$448,000 which waswere partially offset
by a decrease in accountsaccount receivablereceivables of $152,000.$274,000 and an
increase in liabilities of $54,000.
We
had no material contractual obligations as of MarchJune 28,27, 2026.
TOFB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 7 Form 4 filings (1 insider, 7 trade dates, 60,000 shares, about $26.4K) and open-market sales in 0 filings. Net open-market shares: 60,000 (purchases minus sales); net value about $26.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-17 | A-6684 Ltd. |
Open-market purchase | 15,000 | $0.35 | $5.2K |
| 2026-09-16 | A-6684 Ltd. |
Open-market purchase | 10,000 | $0.34 | $3.4K |
| 2026-09-09 | A-6684 Ltd. |
Open-market purchase | 10,000 | $0.40 | $4.0K |
| 2026-08-28 | A-6684 Ltd. |
Open-market purchase | 5,000 | $0.45 | $2.2K |
| 2026-08-06 | A-6684 Ltd. |
Open-market purchase | 2,000 | $0.55 | $1.1K |
| 2026-08-06 | A-6684 Ltd. |
Open-market purchase | 5,000 | $0.50 | $2.5K |
| 2026-08-06 | A-6684 Ltd. |
Open-market purchase | 5,000 | $0.45 | $2.2K |
| 2026-07-02 | A-6684 Ltd. |
Open-market purchase | 3,936 | $0.65 | $2.6K |
| 2026-04-21 | A-6684 Ltd. |
Open-market purchase | 4,064 | $0.77 | $3.1K |
Well-known investors holding TOFB (13F)
None of the 59 investors we track reported a position in their latest 13F.