U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September --- 28, 2002
___ Transition report under 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 Small Business Issuer 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_______________
(Issuer's Telephone Number, Including Area Code)
------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No _
---
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 6, 2002 the Issuer had 6,121,567 shares of Common Stock,
par value $.01, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
TOFUTTI BRANDS INC.
INDEX
Page
Part I - Financial Information:
Item 1. Condensed Balance Sheets - September 28, 2002
(Unaudited) and December 29, 2001 (Audited) 3
Condensed Statements of Income - (Unaudited) - Thirteen and
Thirty-nine week periods ended September 28, 2002 and
September 29, 2001 4
Condensed Statements of Cash Flows - (Unaudited) - Thirty-nine
week periods ended September 28, 2002 and
September 29, 2001 5
Notes to Condensed Financial Statements -
(Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Item 3. Controls and Procedures 13
Part II- Other Information:
Item 4. Submission of Matters to a Vote of Shareholders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
TOFUTTI BRANDS INC.
Condensed Balance Sheets
(000's omitted)
September 28, 2002 December 29, 2001
------------------ -----------------
(Unaudited)
Assets
Current assets:
Cash and equivalents $2,740 $2,329
Accounts receivable (net of allowance for doubtful
accounts of $325) 1,503 1,461
Inventories 676 816
Prepaid expenses 24 10
Prepaid income taxes 105 --
Deferred income taxes 349 478
--- ---
Total current assets 5,397 5,094
-----
Other assets 209 325
--- ---
Total assets $5,606 $5,419
====== ======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $510 $155
Accrued compensation -- 375
Income taxes payable -- 187
--- -- ---
Total current liabilities 510 717
Commitments and contingencies
Stockholders' equity:
Preferred stock: par value $.01 per share; 100,000 shares
authorized; none issued -- --
Common stock: par value $.01 per share; 15,000,000 shares
authorized; 6,093,667 and 6,091,267 shares issued and
outstanding at September 28, 2002 and December 29, 2001,
respectively 61 61
Less: Treasury stock, at cost -- (38)
Additional paid-in capital 2,650 3,156
Accumulated earnings 2,385 1,523
----- -----
Total stockholders' equity 5,096 4,702
----- -----
Total liabilities and stockholders' equity $5,606 $5,419
====== ======
See accompanying notes to condensed financial statements.
TOFUTTI BRANDS INC.
Condensed Statements of Income
(Unaudited)
(000's omitted)
Thirteen Thirteen Thirty-nine Thirty-nine
weeks ended weeks ended weeks ended weeks ended
Sept. 28, 2002 Sept. 29, 2001 Sept. 28, 2002 Sept. 29, 2001
-------------- -------------- -------------- --------------
Net sales $4,491 $4,324 $13,315 $12,383
Cost of sales 3,140 2,902 8,939 8,202
----- ----- ----- -----
Gross profit 1,351 1,422 4,376 4,181
----- ----- ----- -----
Operating expenses:
Selling 470 436 1,408 1,308
Marketing 136 87 309 228
Research and development 96 114 296 369
General and administrative 275 288 931 874
--- --- --- ---
977 925 2,944 2,779
--- --- ----- -----
Operating income 374 497 1,432 1,402
Interest income 6 22 19 69
- -- -- --
Income before income taxes 380 519 1,451 1,471
Income taxes 148 203 589 576
--- --- --- ---
Net income $232 $316 $862 $895
==== ==== ==== ====
Weighted average common shares outstanding:
Basic 6,099 6,142 6,085 6,171
===== ===== ===== =====
Diluted 7,153 7,414 7,065 7,381
===== ===== ===== =====
Net income per share:
Basic $0.04 $0.05 $0.14 $0.15
===== ===== ===== =====
Diluted $0.03 $0.04 $0.12 $0.12
===== ===== ===== =====
See accompanying notes to condensed financial statements.
TOFUTTI BRANDS INC.
Condensed Statements of Cash Flows
(Unaudited)
(000's omitted)
Thirty-nine Thirty-nine
weeks weeks
ended ended
September 28, 2002 September 29, 2001
------------------ ------------------
Cash flows from operating activities, net $763 $(248)
Cash flows from investing activities 116 269
Cash flows from financing activities _(468) (247)
------ -----
Net change in cash and equivalents 411 (226)
Cash and equivalents at beginning of period 2,329 2,211
----- -----
Cash and equivalents at end of period 2,740 1,985
===== =====
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Income taxes $750 $747
==== ====
See accompanying notes to condensed financial statements.
TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements
(Unaudited)
(000's omitted)
Note 1: Description of Business
Tofutti Brands Inc. ("Tofutti" or the "Company") is engaged in one
business segment, the development, production and marketing of
non-dairy frozen desserts and other food products.
Note 2: 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
generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and
Exchange Commission. The financial information should be read in
conjunction with the audited financial statements and notes thereto
for the year ended December 29, 2001 included in the Company's Annual
Report on Form 10-KSB filed with the Securities and Exchange
Commission. The results of operations for the thirty-nine week period
ended September 28, 2002 are not necessarily indicative of the results
to be expected for the full year.
The Company operates on a fiscal year which ends on the Saturday
closest to December 31.
Note 3: Inventories
The composition of inventories is as follows:
September 28, 2002 December 29, 2001
------------------ -----------------
Finished products $335 $537
Raw materials and packaging 341 279
--- ---
$676 $816
==== ====
TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements (continued)
(Unaudited)
(000's omitted)
Note 4: Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry
forwards. 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.
Note 5: Market Risk
We invest our excess cash in bank certificates of deposit, high rated
money market funds and repurchase agreements. The bank certificates of
deposit are usually for a term of not more than six months nor more
than $100 per account.
Note 6: Earnings Per Share
Basic earnings per common share has been computed by dividing net
income by the weighted average number of common shares outstanding.
Diluted earnings per common share has been computed by dividing net
income by the weighted average number of common shares outstanding
including the dilutive effects of stock options.
TOFUTTI BRANDS INC.
Notes to Condensed Financial Statements (continued)
(Unaudited)
(000's omitted)
The following table sets forth the computation of basic and diluted
earnings per share:
Thirteen Thirteen Thirty-nine Thirty-nine
Weeks Weeks Weeks Weeks
Ended Ended Ended Ended
Sept. 28, 2002 Sept. 29, 2001 Sept. 28, 2002 Sept. 29, 2001
-------------- -------------- -------------- --------------
Numerator
Net income-basic . . . . . . . . . . . . . . . . . . $232 $316 $862 $895
==== ==== ==== ====
.. .
Net income-diluted . . . . . . . . . . . . . . . . . $232 $316 $862 $895
==== ==== ==== ====
.. .
Denominator
Denominator for basic earnings per share
Weighted average shares . . . . . . . . . . . 6,099 6,142 6,085 6,171
----- ----- ----- -----
Effect of dilutive securities
Stock options . . . . . . . . . . . . . . . . .
.. . . 1,054 1,272 980 1,210
----- ----- --- -----
Denominator for diluted earnings per share 7,153 7,414 7,065 7,381
----- ----- ----- -----
Earnings per share
Basic . . . . . . . . . . . . . . . . . . . . . $0.04 $0.05 $0.14 $0.15
===== ===== ===== =====
.. . . . .
Diluted . . . . . . . . . . . . . . . . . . . . $0.03 $0.04 $0.12 $0.12
===== ===== ===== =====
.. . . . .
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 condensed financial statements.
The discussion and analysis which follows in this quarterly report and in other
reports and documents and 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 and growth in the food industry and general
economies, 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.
We have attempted to identify additional significant uncertainties and other
factors affecting forward-looking statements in Exhibit 99 ("Additional
Information Regarding Forward-Looking Statements") filed with our Annual Report
on Form 10-KSB for the fiscal year ended December 29, 2001 and incorporated by
reference to this quarterly report. We will provide copies of Exhibit 99 to
stockholders free of charge upon receipt of a written request submitted to the
Company's Secretary at Tofutti Brands Inc., 50 Jackson Drive, Cranford, New
Jersey 07016. Stockholders may also obtain copies of Exhibit 99 for a nominal
charge from the Public Reference Section of the Securities and Exchange
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the
Commission's website: http://www.sec.gov.
Results of Operations
Thirteen Weeks Ended September 28, 2002 Compared with Thirteen Weeks Ended
September 29, 2001
- -------------------------------------------------------------------------------
Net sales for the thirteen weeks ended September 28, 2002 increased by $167,000,
or 4%, to $4,491,000, from the sales level realized for the thirteen weeks ended
September 29, 2001. In the 2002 period, sales of hard pack Tofutti remained
constant while food product sales increased by $167,000 Our gross profit for the
current quarter decreased by $71,000 and our gross profit percentage decreased
to 30% compared to 33% for the same period last year. Our gross profit was
negatively impacted by three factors. First, we continued to absorb significant
industry-wide price increases in paper and plastic packaging, which increased
our cost of goods sold. The second factor was certain new product introduction
allowances for products introduced in the third quarter. These allowances had
the effect of reducing our net sales during the period. The last factor was that
the percentage of frozen novelties to total frozen dessert sales increased from
historical levels. The Company's gross profit percentage on novelties is
significantly less than for pints.
We anticipate that our sales will continue to increase during the balance of the
current fiscal year on a comparative basis to last year due to the introduction
of new products and expanded distribution. Such increase is dependent upon
market acceptance of these products, for which no assurance can be given. In
addition, we are making a major commitment to obtain additional shelf space for
our products in large chain supermarkets. This will require us to increase
spending for additional introductory allowances for the placement of these
products. These costs will have a continuing negative impact on our gross profit
percentage as we expense these costs as incurred against sales and not over the
expected life of these authorizations. Additionally, our cost of sales during
the quarter was adversely impacted by significant industry-wide price increases
in paper and plastic packaging, which increased our cost of goods sold. We
expect that our operating expenses during the remainder of 2002 will continue to
be adversely affected by such costs and that these increased expenses will
offset most of the additional gross profit generated by the increase in sales.
We also expect the cost of packaging to remain at its current high level for the
foreseeable future.
Selling expenses increased slightly to $470,000 for the current fiscal quarter
compared with $436,000 for the comparable period in 2001, primarily due to an
increase in freight and commission expenses. Marketing expenses increased 56% to
$136,000 in the 2002 period compared to $87,000 for the comparable period 2001
due primarily to an increase in promotion expense. We believe that trade
promotions are an effective way to help market our products.
Research and development costs, which consist principally of salary expenses,
decreased to $96,000 for the thirteen weeks ended September 28, 2002 compared to
$114,000 for the comparable period in 2001. This decrease was mainly
attributable to decreased costs for payroll, which more than offset higher costs
for lab supplies, equipment repairs and outside professional fees related to
additional Kosher supervision costs.
General and administrative expenses decreased slightly to $275,000 for the
current quarter compared with $288,000 for the comparable period in 2001 due
primarily to a decrease in payroll costs.
Interest income was $6,000 for the current fiscal quarter as compared with
$22,000 for the comparable period in 2001. The decrease was primarily
attributable to lower interest rates.
Income before income tax decreased by $139,000 to $380,000 for the thirteen
weeks ended September 28, 2002 compared to the thirteen weeks ended September
29, 2001, resulting in a decrease in income tax expense of $55,000. Our overall
income tax rate was approximately 39% in both periods.
Thirty-Nine Weeks Ended September 28, 2002 Compared with Thirty-Nine Weeks Ended
September 29, 2001
Net sales for the thirty-nine weeks ended September 28, 2002 increased by
$932,000, or 8%, to $13,315,000, from the sales level realized for the
thirty-nine weeks ended September 29, 2001. In the 2002 period, sales of hard
pack Tofutti increased by $476,000 while food product sales increased by
$456,000. As a result of the increase in sales, our gross profit for the current
period increased by $195,000, and our gross profit percentage decreased to 33%
compared to 34% for the same period last year.
Selling expenses increased 8% to $1,408,000 for the thirty-nine weeks ended
September 28, 2002 compared to $1,308,000 for the thirty-nine weeks ended
September 29, 2001. This increase was due primarily to higher outside warehouse
rental, freight and commission expenses associated with the higher sales level
in 2002. Freight expenses were significantly impacted by the recent surge in
fuel prices, which resulted in freight carriers adding fuel surcharges to their
bills. Marketing expenses increased to $309,000 in 2002 compared to $228,000 in
2001 due primarily to an increase in promotion expenses. We believe that trade
promotions are an effective way to help market our products.
Research and development costs, which consist principally of salary expenses,
decreased to $296,000 for the thirty-nine weeks ended September 28, 2002
compared to $369,000 for the comparable period in 2001. This decrease was mainly
attributable to decreased costs for payroll, which more than offset higher costs
for lab supplies, equipment repairs and outside professional fees related to
additional Kosher supervision costs.
General and administrative expenses increased to $931,000 for the current period
compared with $874,000 for the comparable period in 2001 due primarily to an
increase in salary and related payroll tax and fringe benefit expenses,
professional fees and outside services.
Interest income was $19,000 for the current period as compared with $69,000 for
the comparable period in 2001. The decrease was primarily attributable to lower
prevailing interest rates.
Income before income tax decreased slightly to $1,451,000 for the thirty-nine
weeks ended September 28, 2002 compared to $1,471,000 the thirty-nine weeks
ended September 29, 2001. Our overall income tax rate for the 2002 period was
approximately 40.6% compared to 39.4% in 2001.
Liquidity and Capital Resources
As of September 28, 2002, we had approximately $2.7 million in cash and
equivalents and our working capital was approximately $5.0 million as compared
to $2.3 million in cash and equivalents and working capital of $4.4 million as
of December 29, 2001.
Net cash provided by operating activities was approximately $763 for the
thirty-nine weeks ended September 28, 2002. This amount was primarily
attributable to a $355 increase in accounts payable and accrued expenses and net
income for the period of $862.
The decrease in inventories for the thirty-nine weeks ended September 28, 2002
was primarily due to our efforts to manage our inventory by increased inventory
turns. The increase in accounts receivable at September 28, 2002 was primarily
the result of increased sales.
Net cash provided by investing activities of $116 represents repayment of a
stockholder loan receivable.
Net cash used in financing activities was $468 for the thirty-nine weeks ended
September 28, 2002, which funds were primarily used for option and stock
repurchases.
On September 18, 2000, our Board of Directors authorized the repurchase of
250,000 shares of our common stock at prevailing market prices. During fiscal
2000 we repurchased 122,400 shares of common stock at a total cost of $247,000.
On May 21, 2001, our Board of Directors authorized the repurchase of up to an
additional 250,000 shares of common stock. During 2001 we purchased an
additional 204,000 shares for $436,000. From December 30, 2001 through September
28, 2002, we purchased an additional 83,000 shares at a cost of $196,000,
bringing our total purchases to 409,000 shares at a total cost of $878,000 or
$2.15 per share.
In view of the strong financial condition of the company, our Board of Directors
on February 26, 2002 authorized us to enter into a transaction with David Mintz
whereby Mr. Mintz surrendered 480,000 of his options in consideration of the
payment to him of $350,000, an amount equal to the difference of 75% of the
closing market price of our common stock on that date ($2.09) less the exercise
price of such options.
Our capital requirements are dependent on many factors, including market
acceptance of our products, as well as our marketing and sales activities. We
anticipate that our cash resources will be used primarily to fund our operating
activities, as well as for stock repurchases. We do not presently have any
material capital commitments and contemplate no material capital expenditures in
the foreseeable future. We believe that we will be able to fund our operations
in 2002 from our current resources.
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 seasonal variations with increased sales in the second
and third quarters of the fiscal year. We expect to continue to experience
relatively higher sales in the second and third quarters, and relatively lower
sales in the fourth and first quarters, as a result of reduced sales of
non-dairy frozen desserts during those periods.
Market Risk
We invest our excess cash in bank certificates of deposit and the highest rated
money market funds. The bank certificate of deposits are usually for a term of
not more than six months and never for more than $100,000 per account.
TOFUTTI BRANDS INC.
Item 3. Controls And Procedures
Within the 90 days prior to the date of the filing of this Form 10-Q, the
company carried out an evaluation, under the supervision and with the
participation of the company's management, including the company's chief
executive officer and its chief financial officer, of the effectiveness of the
design and operation of the company's disclosure controls and procedures
pursuant to Securities Exchange Act of 1934 Rule 13a-14. Based upon that
evaluation, the company's chief executive officer and chief financial officer
concluded that the company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the company required to
be included in the company's periodic SEC filings.
There have been no significant changes in the Company's internal controls or
other factors which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.
PART II - OTHER INFORMATION
TOFUTTI BRANDS INC.
Item 4. Submission of Matters to a Vote of Shareholders
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation, as amended through February 1986. *
3.1.1 March 1986 Amendment to Certificate of Incorporation. **
3.2 By-laws. *
4.1 Copy of the Registrant's Amended 1993 Stock Option Plan. ***
99.1 Certification by Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
99.2 Certification by Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
99.3 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.
99.4 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.
- ------------------
* Filed as an exhibit to the Registrant's Form 10-K for the fiscal year
ended July 31, 1985 and hereby incorporated by reference thereto.
** Filed as an exhibit to the Registrant's Form 10-K for the fiscal year
ended August 2, 1986 and hereby incorporated by reference thereto.
*** Filed as an exhibit to the Registrant's Form S-8 (Registration No.
333-79567) filed May 28, 1999 and hereby incorporated by reference
thereto.
(b) Reports on Form 8-K filed during the last quarter of the period covered
by this report:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TOFUTTI BRANDS INC.
(Registrant)
/s/David Mintz
--------------
David Mintz
President
/s/Steven Kass
--------------
Steven Kass
Chief Financial Officer
Date: November 12, 2002
Exhibit 99.1
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 quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/David Mintz
- -----------------
David Mintz
Chief Executive Officer
Exhibit 99.2
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 quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002
/s/Steven Kass
- ----------------
Steven Kass
Chief Financial Officer
Exhibit 99.3
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 September 28, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David
Mintz, Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 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
November 12, 2002
Exhibit 99.4
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 September 28, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David
Seligman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 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
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Steven Kass
Chief Financial Officer
November 12, 2002