Mamas Creations Inc
For the period ended Jan 31, 2024. Filed Apr 24, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 24, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Report of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Mama's Creations, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mama's Creations, Inc. (the Company) as of January 31, 2024 and 2023, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are no critical audit matters.
/s/Rosenberg Rich Baker Berman, P.A.
We have served as the Company’s auditor since 2011.
Somerset, New Jersey
April 24, 2024
Consolidated Balance Sheets
(In thousands, except share and per share data)
| January 31, 2024 | January 31, 2023 | |
|---|---|---|
| Assets: | ||
| Current Assets: | ||
| Cash and cash equivalents | $11,022 | $4,378 |
| Accounts receivable, net | 7,859 | 6,832 |
| Inventories, net | 3,310 | 3,636 |
| Prepaid expenses and other current assets | 1,375 | 828 |
| Total current assets | 23,566 | 15,674 |
| Property, plant, and equipment, net | 4,436 | 3,423 |
| Intangibles, net | 4,979 | 1,503 |
| Goodwill | 8,633 | 8,633 |
| Operating lease right of use assets, net | 2,889 | 3,237 |
| Deferred tax asset | 503 | 718 |
| Equity method investment | — | 1,343 |
| Security Deposits | 95 | 54 |
| Total Assets | $45,101 | $34,585 |
| Liabilities and Stockholders’ Equity: | ||
| Liabilities: | ||
| Current Liabilities: | ||
| Accounts payable and accrued expenses | $12,425 | $9,063 |
| Term loan, net of debt discount of $38 and $60, respectively | 1,514 | 1,492 |
| Operating leases liability | 434 | 392 |
| Finance leases payable | 367 | 182 |
| Promissory notes – related parties | 1,950 | 750 |
| Total current liabilities | 16,690 | $11,879 |
| Line of credit | — | $890 |
| Operating leases liability – net of current | 2,515 | 2,897 |
| Finance leases payable – net of current | 1,062 | 249 |
| Promissory notes – related parties, net of current | 2,250 | 1,500 |
| Term loan – net of current | 3,003 | 4,655 |
| Total long-term liabilities | 8,830 | 10,191 |
| Total Liabilities | 25,520 | 22,070 |
| Commitments and contingencies (Note 9) | ||
| Stockholders’ Equity: | ||
| Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued as of January 31, 2024 and January 31, 2023, 0 shares outstanding as of January 31, 2024 and January 31, 2023 | — | — |
| Series B Preferred stock, $0.00001 par value; 200,000 shares authorized; 0 and 54,600 issued and outstanding as of January 31, 2024 and January 31, 2023 | — | — |
| Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding | — | — |
| Common stock, $0.00001 par value; 250,000,000 shares authorized; 37,488,239 and 36,317,857 shares issued as of January 31, 2024 and January 31, 2023, respectively, 37,258,239 and 36,087,857 shares outstanding as of January 31, 2024 and January 31, 2023, respectively | — | — |
| Additional paid in capital | 23,278 | 22,724 |
| Accumulated deficit | (3,547) | (10,059) |
| Less: Treasury stock, 230,000 shares at cost | (150) | (150) |
| Total Stockholders’ Equity | 19,581 | 12,515 |
| Total Liabilities and Stockholders’ Equity | $45,101 | $34,585 |
Consolidated Statements of Operations
(in thousands, except per share data)
| For the Years EndedJanuary 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Sales-net of slotting fees and discounts | $103,284 | $93,188 |
| Costs of sales | 72,951 | 73,770 |
| Gross profit | 30,333 | 19,418 |
| Operating expenses: | ||
| Research and development | 414 | 135 |
| Selling, general and administrative | 21,029 | 16,460 |
| Total operating expenses | 21,443 | 16,595 |
| Income from operations | 8,890 | 2,823 |
| Other income (expenses) | ||
| Interest, net | (549) | (634) |
| Amortization of debt discount | (22) | (22) |
| Other income | 27 | 3 |
| Total other expenses | (544) | (653) |
| Net income before income tax provision and income from equity method investment | 8,346 | 2,170 |
| Income from equity method investment | 223 | 143 |
| Income tax provision | (2,008) | (9) |
| Net income | 6,561 | 2,304 |
| Less: series B preferred dividends | (49) | (34) |
| Net income available to common stockholders | 6,512 | 2,270 |
| Net income per common share | ||
| – basic | $0.18 | $0.06 |
| – diluted | $0.17 | $0.06 |
| Weighted average common shares outstanding | ||
| – basic | 36,814,162 | 36,093,858 |
| – diluted | 38,381,407 | 37,313,178 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.