mama-20250430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: April 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to ____________

Commission File Number: 001-40597

Mama’s Creations, Inc.

(Exact name of Registrant as specified in its charter)


Nevada			27-0607116
(State or other jurisdiction of incorporation)			(IRS Employer ID No.)

25 Branca Road

East Rutherford, NJ 07073

(Address of principal executive offices and zip Code)

(201) 531-1212

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which registered

Common Stock, par value $0.00001

MAMA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:


Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o	Smaller reporting company	o

		Emerging Growth Company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

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

As of June 2, 2025, there were 37,610,665 shares of the registrant’s common stock outstanding.


		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	1
	Condensed Consolidated Balance Sheets as of April 30, 2025 (unaudited) and January 31, 2025	2
	Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2025 and 2024 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended April 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2025 and 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24

Item 4.	Controls and Procedures.	25

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	27

Item 1A.	Risk Factors.	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	27

Item 3.	Defaults Upon Senior Securities.	27

Item 4.	Mine Safety Disclosures.	27

Item 5.	Other Information.	27

Item 6.	Exhibits.	28

Signatures		29


	April 30, 2025		January 31, 2025
	(Unaudited)
Assets:

Current Assets:
Cash and cash equivalents	$	12,011	$	7,150
Accounts receivable, net	5,805		8,131
Inventories, net	5,287		4,817
Prepaid expenses and other current assets	1,124		1,779
Total Current Assets	24,227		21,877

Property, plant, and equipment, net	9,446		9,387
Intangible assets, net	3,067		3,436
Goodwill	8,633		8,633
Operating lease right of use assets, net	6,788		3,376
Deferred tax asset	469		258
Deposits	95		95
Total Assets	$	52,725	$	47,062

Liabilities and Stockholders’ Equity:

Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	13,526	$	12,052
Term loan, net of unamortized debt discount of $19 and $22, respectively	1,533		1,530
Operating lease liabilities	1,085		848
Finance leases payable	321		345
Promissory notes – related parties	2,250		2,250
Total Current Liabilities	18,715		17,025

Term loan – net of current	839		1,342
Operating lease liabilities – net of current	5,612		2,600
Finance leases payable – net of current	1,121		1,199
Total long-term liabilities	7,572		5,141

Total Liabilities	26,287		22,166

Commitments and contingencies (Notes 10 and 11)

Stockholders’ Equity:
Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued, 0 shares outstanding	-		-
Series B Preferred stock, $0.00001 par value; 200,000 shares authorized; 0 and 0 issued or outstanding	-		-
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; 0 shares issued or outstanding	-		-
Common stock, $0.00001 par value; 250,000,000 shares authorized; 37,834,000 and 37,826,000 shares issued as of April 30, and January 31, 2025, respectively, 37,604,000 and 37,596,000 shares outstanding as of April 30, and January 31, 2025, respectively	-		-
Additional paid-in capital	25,187		24,882
Retained earnings	1,401		164
Less: Treasury stock, 230,000 shares at cost	(150)		(150)
Total Stockholders’ Equity	26,438		24,896
Total Liabilities and Stockholders’ Equity	$	52,725	$	47,062


	For the Three Months Ended April 30,
	2025		2024

Net sales	$	35,255	$	29,838

Costs of sales	26,071		22,375

Gross profit	9,184		7,463

Operating expenses:
Research and development	73		104
Selling, general and administrative expenses	7,533		6,586
Total operating expenses	7,606		6,690

Income from operations	1,578		773

Other income (expenses)
Interest expense	(88)		(127)
Interest income	30		92
Amortization of debt discount	(3)		(6)
Total other expenses	(61)		(41)

Net income before income tax provision	1,517		732

Income tax expense	(280)		(179)

Net income	$	1,237	$	553

Net income per common share
– basic	$	0.03	$	0.01
– diluted	$	0.03	$	0.01

Weighted average common shares outstanding
– basic	37,597		37,259
– diluted	39,378		39,328


	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			Additional Paid In		Retained		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Equity
Balance, February 1, 2025	-	$	-	-	$	-	37,826	$	-	(230)	$	(150)	$	24,882	$	164	$	24,896

Stock based compensation	-	-		-	-		8	-		-	-		305		-		305

Net income	-	-		-	-		-	-		-	-		-		1,237		1,237

Balance, April 30, 2025	-	$	-	-	$	-	37,834	$	-	(230)	$	(150)	$	25,187	$	1,401	$	26,438


	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			Additional Paid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance, February 1, 2024	-	$	-	-	$	-	37,488	$	-	(230)	$	(150)	$	23,278	$	(3,547)	$	19,581

Stock based compensation	-	-		-	-		-	-		-	-		205		-		205

Stock issued for the exercise of options	-	-		-	-		-	-		-	-		7		-		7

Net income	-	-		-	-		-	-		-	-		-		553		553

Balance, April 30, 2024	-	$	-	-	$	-	37,488	$	-	(230)	$	(150)	$	23,490	$	(2,994)	$	20,346


	For the Three Months Ended April 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,237	$	553
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	554		292
Amortization of debt discount	3		6
Amortization of right of use assets	293		134
Amortization of intangibles	370		380
Stock-based compensation	305		205
Change in deferred tax asset	(211)		172
Changes in operating assets and liabilities:
Accounts receivable	2,326		(220)
Inventories	(470)		293
Prepaid expenses and other current assets	382		145
Accounts payable and accrued expenses	1,473		1,832
Operating lease liability	(257)		(151)
Net Cash Provided by Operating Activities	6,005		3,641

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(539)		(1,144)
Net Cash (Used in) Investing Activities	(539)		(1,144)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of term loan	(503)		(388)
Repayment of finance lease obligations	(102)		(95)
Proceeds from exercise of stock options	-		7
Net Cash (Used in) Financing Activities	(605)		(476)

Net Increase in Cash	4,861		2,021

Cash and cash equivalents at beginning of period	7,150		11,022

Cash and cash equivalents at end of period	$	12,011	$	13,043

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	5	$	-
Interest	$	82	$	114

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Finance lease asset additions	$	-	$	169
Right of use asset recognized	$	4,156	$	873
Write-off of right of use asset	$	451	$	897
Receipt of fixed assets for deposits previously paid	$	74	$	-


	April 30, 2025		January 31, 2025
Raw materials and packaging	$	2,501	$	1,654
Work in process	469		723
Finished goods	2,317		2,440
Total	$	5,287	$	4,817


Machinery and equipment			2-7 years
Furniture and fixtures			3-5 years
Leasehold improvements			*


Tradenames and trademarks			3 years
Customer relationships			4 – 5 years


	April 30, 2025								January 31, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents	$	11,382	$	—	$	—	$	11,382	$	6,842	$	—	$	—	$	6,842
Total	$	11,382	$	—	$	—	$	11,382	$	6,842	$	—	$	—	$	6,842


	For the Three Months Ended
	April 30, 2025		April 30, 2024
Northeast	$	9,917	$	9,567
Southeast	8,508		7,697
Midwest	9,319		6,384
West	9,760		6,750
Total gross sales	$	37,504	$	30,398


2026 (Remaining)	$	1,144
2027	1,464
2028	459
Total	$	3,067


	April 30, 2025		January 31, 2025
Trade accounts payable	$	9,178	$	9,051
Accrued promotions	593		485
Accrued employee compensation	2,127		1,391
Accrued commissions and royalties	1,127		686
Other accrued expenses	252		439
Accrued income taxes	249		—
Total accounts payable and accrued expenses	$	13,526	$	12,052


	Restricted Stock Units	Weighted Average Grant Date Fair Value
Non-vested restricted stock units - February 1, 2025	367,557	$	2.85
Granted	94,200	$	6.37
Vested	(8,010)	$	7.49
Forfeited	(4,167)	$	6.00
Outstanding – April 30, 2025	449,580	$	3.48


	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life (years)
Customer relationships	$	6,418	$	(3,351)	$	3,067	2.06
Tradename and trademarks	79		(79)		—		0.00
Total intangible assets	$	6,497	$	(3,430)	$	3,067


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding – February 1, 2025	103,806	$	3.76	8.22	$	409
Granted	-	$	-
Exercised	-	$	-
Expired/forfeited	-	$	-
Outstanding – April 30, 2025	103,806	$	3.76	7.97	$	333
Exercisable – April 30, 2025	-	$	-	0.00	$	-


	April 30, 2025		April 30, 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	257	$	151
Financing cash flows from finance leases	102		95


	April 30, 2025		January 31, 2025
Weighted average remaining lease term (in years)
Operating leases	5.08		5.32
Finance leases	4.38		4.53

Weighted average discount rate:
Operating leases	6.37	%	6.38	%
Finance leases	7.86	%	7.74	%


For the fiscal years ended	Finance Leases		Operating Leases		Total Maturities of Lease Liabilities
2026 remaining	$	322	$	1,102	$	1,424
2027	406		1,512		1,918
2028	398		1,591		1,989
2029	302		1,635		1,937
2030	179		1,486		1,665
Thereafter	117		519		636
Total undiscounted future lease payments	1,724		7,845		9,569
Less: imputed interest	(282)		(1,148)		(1,430)
Total present value of future lease liabilities	$	1,442	$	6,697	$	8,139


	For the Three Ended
	April 30, 2025		April 30, 2024
Net sales	$	35,255	$	29,838
Costs of sales	26,071		22,375
Gross profit	9,184		7,463
Less: (A)
Research and development	73		104
Direct Variable Costs (B)	2,433		1,853
Other selling, general, and administrative expenses	5,100		4,733
Total operating expenses	7,606		6,690
Income from operations	1,578		773
Interest expense	(88)		(127)
Interest income	30		92
Amortization of debt discount	(3)		(6)
Income tax expense	(280)		(179)
Segment net income	1,237		553
Reconciliation of profit
Adjustments and reconciling items	—		—
Consolidated net income	$	1,237	$	553

SEC Form 10-Q filed by Mama's Creations Inc.