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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended August 31, 2021

 

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: 001-36865

a01.jpg

 

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

47-1535633

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer Identification No.)

 

265 Turner Drive, Durango, CO 81303

(Address of principal executive offices, including zip code)

 

(970) 259-0554

(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, $0.001 par value per share

RMCF

Nasdaq Global Market

Preferred Stock Purchase Rights

RMCF

Nasdaq Global Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically 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 such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 filerAccelerated filer                   
    
Non-accelerated filer Smaller reporting company
    
  Emerging growth company

 

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

On October 10, 2021, the registrant had outstanding 6,127,581 shares of its common stock, $0.001 par value.

 

1

 

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

 

 

PART I.

FINANCIAL INFORMATION

3

     

Item 1.

Financial Statements

3

CONSOLIDATED STATEMENTS OF OPERATIONS

3

CONSOLIDATED BALANCE SHEETS

4

CONSOLIDATED STATEMENTS OF CASH FLOWS

5

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

6

NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

7

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

18

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

27

Item 4.

Controls and Procedures

27

     

PART II.

OTHER INFORMATION

28

     

Item 1.

Legal Proceedings

28

Item 1A.

Risk Factors

28

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

28

Item 3.

Defaults Upon Senior Securities

28

Item 4.

Mine Safety Disclosures

28

Item 5.

Other Information

28

Item 6.

Exhibits

29

     

Signatures

 

30

 

2

 

PART I.

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

  

Three Months Ended August 31,

  

Six Months Ended August 31,

 
  

2021

  

2020

  

2021

  

2020

 

Revenues

                

Sales

 $5,944,027  $3,994,152  $11,774,225  $6,316,363 

Franchise and royalty fees

  1,982,050   1,333,250   3,745,563   1,713,476 

Total Revenue

  7,926,077   5,327,402   15,519,788   8,029,839 
                 

Costs and Expenses

                

Cost of sales

  4,072,082   3,053,563   8,618,679   5,936,779 

Franchise costs

  737,180   451,003   1,288,830   872,248 

Sales and marketing

  405,935   408,919   818,592   883,009 

General and administrative

  1,864,304   788,543   2,709,125   3,968,018 

Retail operating

  440,173   329,367   884,240   648,578 

Depreciation and amortization, exclusive of depreciation and amortization expense of $157,698, $158,203, $309,597 and $315,712, respectively, included in cost of sales

  148,578   176,650   296,593   362,255 

Costs associated with Company-owned store closures

  -   -   -   68,558 

Total costs and expenses

  7,668,252   5,208,045   14,616,059   12,739,445 
                 

Income (Loss) from Operations

  257,825   119,357   903,729   (4,709,606)
                 

Other Income (Expense)

                

Interest Expense

  -   (23,989)  -   (47,551)

Interest Income

  2,582   5,365   7,153   11,165 

Gain on insurance recovery

  -   -   167,123   - 

Other income (expense), net

  2,582   (18,624)  174,276   (36,386)
                 

Income (Loss) Before Income Taxes

  260,407   100,733   1,078,005   (4,745,992)
                 

Income Tax Provision (Benefit)

  63,474   24,601   301,267   (1,154,727)
                 

Consolidated Net Income (Loss)

 $196,933  $76,132  $776,738  $(3,591,265)
                 

Basic Earnings (Loss) per Common Share

 $0.03  $0.01  $0.13  $(0.59)

Diluted Earnings (Loss) per Common Share

 $0.03  $0.01  $0.12  $(0.59)
                 

Weighted Average Common Shares Outstanding - Basic

  6,123,861   6,066,034   6,121,147   6,062,443 

Dilutive Effect of Employee Stock Awards

  167,591   219,043   169,434   - 

Weighted Average Common Shares Outstanding - Diluted

  6,291,452   6,285,077   6,290,581   6,062,443 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

  

August 31,

  

February 28,

 
  

2021

  

2021

 

 

 

(unaudited)

     
Assets        

Current Assets

        

Cash and cash equivalents

 $6,731,330  $5,633,279 

Accounts receivable, less allowance for doubtful accounts of $1,470,328 and $1,341,853, respectively

  2,270,062   2,007,502 

Notes receivable, current portion, less current portion of the valuation allowance of $32,579 and $32,571,

  67,351   84,819 

Refundable income taxes

  626,650   774,527 
         

Inventories, net

  5,188,433   4,062,885 

Other

  321,049   213,811 

Total current assets

  15,204,875   12,776,823 
         

Property and Equipment, Net

  5,496,526   5,152,015 
         

Other Assets

        

Notes receivable, less current portion and valuation allowance of $79,708 and $79,716, respectively

  14,869   42,525 

Goodwill, net

  729,701   729,701 

Franchise rights, net

  2,298,916   2,519,764 

Intangible assets, net

  374,582   395,946 

Deferred income taxes

  1,202,450   1,144,764 

Lease right of use asset

  2,033,525   1,925,591 

Other

  62,148   264,023 

Total other assets

  6,716,191   7,022,314 
         

Total Assets

 $27,417,592  $24,951,152 
         

Liabilities and Stockholders' Equity

        

Current Liabilities

        

Accounts payable

 $2,520,643   1,297,211 

Accrued salaries and wages

  754,057   735,241 

Gift card liabilities

  542,992   617,438 

Other accrued expenses

  388,843   253,345 

Contract liabilities

  200,876   194,737 

Lease liability

  615,136   682,348 

Total current liabilities

  5,022,547   3,780,320 
         

Lease Liability, Less Current Portion

  1,456,862   1,278,354 

Contract Liabilities, Less Current Portion

  924,252   924,909 
         

Commitments and Contingencies

          
         

Stockholders' Equity

        

Preferred stock, $.001 par value per share; 250,000 authorized; -0- shares issued and outstanding

  -   - 

Series A Junior Participating Preferred Stock, authorized 50,000 shares

  -   - 

Undesignated series, authorized 200,000 shares

  -   - 

Common stock, $.001 par value, 46,000,000 shares authorized, 6,124,288 shares and 6,074,293 shares issued and outstanding, respectively

  6,124   6,074 

Additional paid-in capital

  8,241,286   7,971,712 

Retained earnings

  11,766,521   10,989,783 
         

Total stockholders' equity

  20,013,931   18,967,569 
         

Total Liabilities and Stockholders' Equity

 $27,417,592  $24,951,152 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

   

Six Months Ended

 
   

August 31,

 
   

2021

   

2020

 

Cash Flows From Operating Activities

               

Net (loss) Income

  $ 776,738     $ (3,591,265 )

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    606,190       677,967  

Provision for obsolete inventory

    99,819       24,729  

Provision for loss on accounts and notes receivable

    -       1,468,815  

Asset impairment and store closure losses

    -       544,060  

Loss (gain) on sale or disposal of property and equipment

    (142,466 )     7,823  

Expense recorded for stock compensation

    269,624       287,437  

Deferred income taxes

    (57,686 )     (1,154,728 )

Changes in operating assets and liabilities:

               

Accounts receivable

    (262,560 )     (141,690 )

Refundable income taxes

    147,877       (71 )

Inventories

    (1,199,304 )     (1,808,397 )

Other current assets

    (107,238 )     19,445  

Accounts payable

    1,201,485       580,966  

Accrued liabilities

    83,230       103,564  

Contract liabilities

    11,747       (75,135 )

Net cash (used in) provided by operating activities

    1,427,456       (3,056,480 )
                 

Cash Flows from Investing Activities

               

Proceeds received on notes receivable

    45,121       44,995  

Purchase of intangible assets

    -       (99,047 )

Proceeds from sale or distribution of assets

    206,336       -  

Purchases of property and equipment

    (570,862 )     (50,853 )

Increase in other assets

    (10,000 )     -  

Net cash used in investing activities

    (329,405 )     (104,905 )
                 

Cash Flows from Financing Activities

               

Proceeds from long-term debt

    -       1,537,200  

Proceeds from the line of credit

    -       3,448,165  

Dividends paid

    -       (722,344 )

Net cash provided by (used in) financing activities

    -       4,263,021  
                 

Net Increase (Decrease) in Cash and Cash Equivalents

    1,098,051       1,101,636  
                 

Cash and Cash Equivalents, Beginning of Period

    5,633,279       4,822,071  
                 

Cash and Cash Equivalents, End of Period

  $ 6,731,330     $ 5,923,707  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

 

                   

Additional

                 
   

Common Stock

   

Paid-in

   

Retained

         
   

Shares

   

Amount

   

Capital

   

Earnings

   

Total

 

Balance as of May 31, 2020

    6,060,663     $ 6,061     $ 7,603,608     $ 8,222,163     $ 15,831,832  

Consolidated net (loss) income

                            76,132       76,132  

Issuance of common stock, vesting of restricted stock units and other

    6,798       7       (7 )             -  

Equity compensation, restricted stock units

                    143,719               143,719  

Balance as of August 31, 2020

    6,067,461     $ 6,068     $ 7,747,320     $ 8,298,295     $ 16,051,683  
                                         

Balance as of February 29, 2020

    6,019,532       6,020     $ 7,459,931     $ 11,889,560     $ 19,355,511  

Consolidated net (loss) income

                            (3,591,265 )     (3,591,265 )

Issuance of common stock, vesting of restricted stock units and other

    47,929       48       (48 )             -  

Equity compensation, restricted stock units

                    287,437             287,437  

Balance as of August 31, 2020

    6,067,461     $ 6,068     $ 7,747,320     $ 8,298,295     $ 16,051,683  
                                         

Balance as of May 31, 2021

    6,118,995     $ 6,119     $ 8,117,824     $ 11,569,588     $ 19,693,531  

Consolidated net (loss) income

                            196,933       196,933  

Issuance of common stock, vesting of restricted stock units and other

    5,293       5       (5 )             -  

Equity compensation, restricted stock units

                    123,467               123,467  

Balance as of August 31, 2021

    6,124,288     $ 6,124     $ 8,241,286     $ 11,766,521     $ 20,013,931  
                                         

Balance as of February 28, 2021

    6,074,293       6,074     $ 7,971,712     $ 10,989,783     $ 18,967,569  

Consolidated net (loss) income

                            776,738       776,738  

Issuance of common stock, vesting of restricted stock units and other

    49,995       50       (50 )             -  

Equity compensation, restricted stock units

                    269,624               269,624  

Balance as of August 31, 2021

    6,124,288     $ 6,124     $ 8,241,286     $ 11,766,521     $ 20,013,931  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES

NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Nature of Operations

 

The accompanying consolidated financial statements include the accounts of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation, its wholly-owned subsidiaries, Rocky Mountain Chocolate Factory, Inc. (a Colorado corporation), Aspen Leaf Yogurt, LLC (“ALY”), and U-Swirl International, Inc. (“U-Swirl”), and its 46%-owned subsidiary, U-Swirl, Inc. (“SWRL”) (collectively, the “Company,” “we,” “us” or “our”).

 

The Company is an international franchisor, confectionery manufacturer and retail operator. Founded in 1981, the Company is headquartered in Durango, Colorado and manufactures an extensive line of premium chocolate candies and other confectionery products. U-Swirl franchises and operates self-serve frozen yogurt cafés. The Company also sells its candy in selected locations outside of its system of retail stores and through ecommerce channels, and licenses the use of its brand with certain consumer products.

 

U-Swirl operates self-serve frozen yogurt cafés under the names “U-Swirl,” “Yogurtini,” “CherryBerry,” “Yogli Mogli Frozen Yogurt,” “Fuzzy Peach Frozen Yogurt,” “Let’s Yo!” and “Aspen Leaf Yogurt.”

 

The Company’s revenues are currently derived from three principal sources: sales to franchisees and others of chocolates and other confectionery products manufactured by the Company; the collection of initial franchise fees and royalties from franchisees’ sales; and sales at Company-owned stores of chocolates, frozen yogurt, and other confectionery products.

 

In FY 2020 and early FY 2021 we entered into a long-term strategic alliance and ecommerce agreements, respectively, with Edible Arrangements®, LLC and its affiliates (“Edible”), whereby it is intended that we would become the exclusive provider of certain branded chocolate products to Edible, its affiliates and its franchisees. Under the strategic alliance, Rocky Mountain Chocolate Factory branded products are intended to be available for purchase both on Edible’s website as well as through over 1,000 franchised Edible locations nationwide. In addition, due to Edible’s significant e-commerce expertise and scale, we have also executed an ecommerce licensing agreement with Edible, whereby Edible is expected to sell a wide variety of chocolates, candies and other confectionery products produced by the Company or its franchisees through Edible’s websites. There is no assurance that the strategic alliance and ecommerce agreements will be deployed into our operations and to our satisfaction, or that we will achieve the expected full benefits from these agreements. During the six months ended August 31, 2021, certain disagreements arose between RMCF and Edible related to the strategic alliance and ecommerce agreements resulting in continuing discussions, the result of which are not currently determinable.  Purchases by Edible during the six months ended August 31, 2021 were approximately $797,000, or 5.1% of the Company’s revenues, compared to $949,000, or 11.8% of the Company’s revenues during the six months ended August 31, 2020. There can be no assurance historical revenue levels will be indicative of future revenues.

 

The following table summarizes the number of stores operating under the Rocky Mountain Chocolate Factory brand and frozen yogurt cafés as of August 31, 2021:

 

  

Sold, Not Yet

Open

  

Open

  

Total

 

Rocky Mountain Chocolate Factory

            

Company-owned stores

  -   2   2 

Franchise stores - Domestic stores and kiosks

  5   157   162 

International license stores

  1   5   6 

Cold Stone Creamery - co-branded

  5   96   101 

U-Swirl (Including all associated brands)

            

Company-owned stores - co-branded

  -   3   3 

Franchise stores - Domestic stores

  1   61   62 

Franchise stores - Domestic - co-branded

  -   6   6 

International license stores

  -   1   1 

Total

  12   331   343 

 

During FY 2021 the Company initiated formal legal proceedings against Immaculate Confections (“IC”), the operator of RMCF locations in Canada. In its complaint, the Company alleged, among other things, that IC has utilized the Company’s trademarks and other intellectual property without authority to do so and that IC has been unjustly enriched by their use of the Company’s trademarks and intellectual property.

 

 
7

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

In June 2021 a court order was issued declaring the original 1991 Development Agreement for Canada between RMCF and IC had expired. In September 2021 (subsequent to the date of these financial statements), the Company and IC reached a Settlement Agreement (the “IC Agreement”) whereby the parties agreed to a six months negotiation period to explore alternative solutions. During the six-month period, IC will continue to operate locations as Rocky Mountain Chocolate Factory. The IC Agreement contains provisions that would require IC to de-identify its locations if a solution is not reached. As of the date of this filing, IC operates 49 locations in Canada. During the six months ended August 31, 2020 and 2021 the Company did not recognize any revenue from locations operated by IC in Canada.

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared by the Company, without audit, and reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and Securities and Exchange Commission (the “SEC”) regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the consolidated financial statements reflect all adjustments (of a normal and recurring nature) which are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for the six months ended August 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year.

 

These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2021, as amended by Amendment No. 1 on Form 10-K/A filed on June 28, 2021. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

 

Subsequent Events

 

In September 2021, subsequent to the date of these consolidated financial statements, we were notified by one of our primary yogurt distributors that they were discontinuing distribution services of the primary yogurt components purchased by nine locations, approximately 13%, of our franchised frozen yogurt cafés.  As of the date of these financial statements, we are working to mitigate this supply chain constraint.  As a result of supply chain challenges, the result of the impacts of COVID-19 upon many of our supply chain partners, we may realize additional supply chain constraints that are outside of our control and have an impact on our financial results.  For a detailed discussion of the risks and uncertainties related to our supply chain that may affect our future results, please see the section entitled “Risks Related to Our Supply Chain” in “Risk Factors” contained in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, as amended by Amendment No. 1 on Form 10-K/A filed on June 28, 2021. 

 

Management evaluated all activity of the Company through the issue date of the financial statements and concluded that no subsequent events, except for those described above, have occurred that would require recognition or disclosure in the financial statements.

 

COVID-19 Update

 

As discussed in more detail throughout this Quarterly Report on Form 10-Q for the six months ended August 31, 2021 (this “Quarterly Report”), we have experienced significant business disruptions resulting from efforts to contain the rapid spread of the novel coronavirus (“COVID-19”), including the vast mandated self-quarantines of customers and closures of non-essential business throughout the United States and internationally. During the year ended February 28, 2021 nearly all of the Company-owned and franchise stores were directly and negatively impacted by public health measures taken in response to COVID-19, with nearly all locations experiencing reduced operations as a result of, among other things, modified business hours and store and mall closures. As a result, franchisees and licensees are not ordering products for their stores in line with historical amounts. This trend has negatively impacted, and may continue to negatively impact, among other things, factory sales, retail sales and royalty and marketing fees. Beginning in May 2020, most stores previously closed for much of March 2020 and April 2020 in response to the COVID-19 pandemic, began to re-open. During the year ended February 28, 2021, approximately 53 stores closed and have not re-opened and the future of these locations is uncertain. That is a closure rate significantly higher than historical levels. As of the date of this report, many stores have met or exceeded pre-COVID-19 sales levels, however, many retail environments have continued to be adversely impacted by changes to consumer behavior as a result of COVID-19. Most stores re-opened subject to various local health restrictions and often with reduced operations. It is unclear when or if store operations will return to pre-COVID-19 levels.

 

In addition, as previously announced on May 11, 2020, the Board of Directors has suspended future quarterly dividends until the significant uncertainty of the current public health crisis and economic climate has passed, and the Board of Directors determines that resumption of dividend payments is in the best interest of the Company and our stockholders.

 

8

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

Recent Accounting Pronouncements

 

Except for the recent accounting pronouncements described below, other recent accounting pronouncements are not expected to have a material impact on our consolidated financial statements.

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company's fiscal year beginning March 1, 2023 and subsequent interim periods. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements.

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted this ASU effective March 1, 2021 (the first quarter of our 2022 fiscal year). The adoption of the ASU did not have a material impact on our consolidated financial statements.

 

 

NOTE 2 – SUPPLEMENTAL CASH FLOW INFORMATION

 

   

Six Months Ended

 
   

August 31,

 

Cash paid for:

 

2021

   

2020

 

Interest

  $ -     $ 46,441  

Income taxes

    211,076       71  

Non-cash Operating Activities

               

Accrued Inventory

    174,317       394,697  

 

 

NOTE 3 –REVENUE FROM CONTRACTS WITH CUSTOMERS

 

The Company recognizes revenue from contracts with its customers in accordance with ASC 606, which provides that revenues are to be recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration expected to be received for those goods or services. This standard does not affect the Company's recognition of revenue from sales of confectionary items to the Company’s franchisees and others, or in its Company-owned stores as those sales are recognized at the time of the underlying sale and are presented net of sales taxes and discounts. The standard also does not affect the recognition of royalties and marketing fees from franchised or licensed locations, which are based on a percent of sales and recognized at the time the sales occur. The standard does affect the timing in which the Company recognizes initial fees from franchisees and licensees for new franchise locations and renewals that affect the term of the franchise agreement. The Company generally receives a fee associated with the Franchise Agreement or License Agreement (collectively “Customer Contracts”) at the time that the Customer Contract is entered. These Customer Contracts have a term of up to 20 years, however the majority of Customer Contracts have a term of 10 years. During the term of the Customer Contract, the Company is obligated to many performance obligations that the Company has not determined are distinct. The resulting treatment of revenue from Customer Contracts is that the revenue is recognized proportionately over the life of the Customer Contract.

 

Initial Franchise Fees, License Fees, Transfer Fees and Renewal Fees

 

In accordance with ASC 606, the initial franchise services are not distinct from the continuing rights or services offered during the term of the franchise agreement, and are treated as a single performance obligation. Initial franchise fees are being recognized as the Company satisfies the performance obligation over the term of the franchise agreement, which is generally 10-15 years.

 

The following table summarizes contract liabilities as of August 31, 2021 and August 31, 2020:

 

   

Six Months Ended

 
   

August 31:

 
   

2021

   

2020

 

Contract liabilities at the beginning of the year:

  $ 1,119,646     $ 1,155,809  

Revenue recognized

    (103,253 )     (128,636 )

Contract fees received

    115,000       53,500  

Amortized gain on the financed sale of equipment

    (6,265 )     (4,176 )

Contract liabilities at the end of the period:

  $ 1,125,128     $ 1,076,497  

 

9

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

At August 31, 2021, annual revenue expected to be recognized in the future, related to performance obligations that are not yet fully satisfied, are estimated to be the following:

 

FY 22

 $100,907 

FY 23

  194,474 

FY 24

  162,106 

FY 25

  147,030 

FY 26

  134,739 

Thereafter

  385,872 

Total

 $1,125,128 

 

Gift Cards

 

The Company’s franchisees sell gift cards, which do not have expiration dates or non-usage fees. The proceeds from the sale of gift cards by the franchisees are accumulated by the Company and paid out to the franchisees upon customer redemption. ASC 606 requires the use of the “proportionate” method for recognizing breakage. Under the guidance of ASC 606 the Company recognizes breakage from gift cards when the gift card is redeemed by the customer or the Company determines the likelihood of the gift card being redeemed by the customer is remote (“gift card breakage”). The determination of the gift card breakage rate is based upon Company-specific historical redemption patterns.

 

 

NOTE 4 – DISAGGREGATION OF REVENUE         

 

The following table presents disaggregated revenue by method of recognition and segment:

 

Three Months Ended August 31, 2021

 

Revenues recognized over time under ASC 606:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 
                                         

Franchise fees

  $ 41,718     $ -     $ -     $ 5,322     $ 47,040  

 

Revenues recognized at a point in time:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 

Factory sales

    -       5,161,445       -       -       5,161,445  

Retail sales

    -       -       271,034       511,548       782,582  

Royalty and marketing fees

    1,559,277       -       -       375,733       1,935,010  

Total

  $ 1,600,995     $ 5,161,445     $ 271,034     $ 892,603     $ 7,926,077  

 

Three Months Ended August 31, 2020

 

Revenues recognized over time under ASC 606:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 
                                         

Franchise fees

  $ 49,130     $ -     $ -     $ 24,490     $ 73,620  

 

Revenues recognized at a point in time:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 

Factory sales

    -       3,498,752       -       -       3,498,752  

Retail sales

    -       -       193,702       301,698       495,400  

Royalty and marketing fees

    991,006       -       -       268,624       1,259,630  

Total

  $ 1,040,136     $ 3,498,752     $ 193,702     $ 594,812     $ 5,327,402  

 

10

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

Six Months Ended August 31, 2021

 

Revenues recognized over time under ASC 606:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 
                                         

Franchise fees

  $ 82,963     $ -     $ -     $ 20,290     $ 103,253  

 

Revenues recognized at a point in time:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 

Factory sales

    -       10,202,168       -       -       10,202,168  

Retail sales

    -       -       554,012       1,018,045       1,572,057  

Royalty and marketing fees

    2,951,759       -       -       690,551       3,642,310  

Total

  $ 3,034,722     $ 10,202,168     $ 554,012     $ 1,728,886     $ 15,519,788  

 

Six Months Ended August 31, 2020

 

Revenues recognized over time under ASC 606:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 
                                         

Franchise fees

  $ 90,832     $ -     $ -     $ 37,804     $ 128,636  

 

Revenues recognized at a point in time:

   

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Total

 

Factory sales

    -       5,633,367       -       -       5,633,367  

Retail sales

    -       -       253,683       429,313       682,996  

Royalty and marketing fees

    1,203,098       -       -       381,742       1,584,840  

Total

  $ 1,293,930     $ 5,633,367     $ 253,683     $ 848,859     $ 8,029,839  

 

 

NOTE 5 – INVENTORIES

 

   

August 31, 2021

   

February 28, 2021

 

Ingredients and supplies

  $ 2,921,878     $ 2,464,123  

Finished candy

    2,571,652       1,888,818  

U-Swirl food and packaging

    49,728       39,518  

Reserve for slow moving inventory

    (354,825 )     (329,574 )

Total inventories

  $ 5,188,433     $ 4,062,885  

Inventories consist of the following:

 

 

NOTE 6 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment consists of the following:

 

   

August 31, 2021

   

February 28, 2021

 

Land

  $ 513,618     $ 513,618  

Building

    5,133,854       4,827,807  

Machinery and equipment

    9,865,913       10,129,508  

Furniture and fixtures

    785,310       797,303  

Leasehold improvements

    982,468       985,407  

Transportation equipment

    483,085       429,789  
      17,764,248       17,683,432  
                 

Less accumulated depreciation

    (12,267,722 )     (12,531,417 )

Property and equipment, net

  $ 5,496,526     $ 5,152,015  

 

Depreciation expense related to property and equipment totaled $185,404 and $363,978 during the three and six months ended August 31, 2021 compared to $192,049 and $386,606 during the three and six months ended August 31, 2020, respectively.

 

11

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

 

Intangible assets consist of the following:

 

               

August 31, 2021

   

February 28, 2021

 
   

Amortization

Period (in years)

   

Gross Carrying

Value

   

Accumulated

Amortization

   

Gross Carrying

Value

   

Accumulated

Amortization

 

Intangible assets subject to amortization

                                           

Store design

    10         $ 394,826     $ 230,956     $ 394,826     $ 221,504  

Packaging licenses

    3 - 5       120,830       120,830       120,830       120,830  

Packaging design

    10           430,973       430,973       430,973       430,973  

Trademark/Non-competition agreements

    5 - 20       556,339       345,627       556,339       333,715  

Franchise rights

    20           5,979,637       3,680,721       5,979,637       3,459,873  

Total

              $ 7,482,605     $ 4,809,107     $ 7,482,605     $ 4,566,895  

Intangible assets not subject to amortization

                                           

Franchising segment-

                                           

Company stores goodwill

              $ 515,065             $ 515,065          

Franchising goodwill

                97,318               97,318          

Manufacturing segment-goodwill

                97,318               97,318          

Trademark

                20,000               20,000          

Total goodwill

                729,701               729,701          
                                             

Total Intangible Assets

              $ 8,212,306     $ 4,809,107     $ 8,212,306     $ 4,566,895  

 

Amortization expense related to intangible assets totaled $120,872 and $242,212 during the three and six months ended August 31, 2021 compared to $142,804 and $291,361 during the three and six months ended August 31, 2020, respectively.

 

At August 31, 2021, annual amortization of intangible assets, based upon the Company’s existing intangible assets and current useful lives, is estimated to be the following:

 

2022

    241,746  

2023

    409,393  

2024

    346,672  

2025

    294,427  

2026

    251,342  

Thereafter

    1,129,918  

Total

  $ 2,673,498  

 

 

NOTE 8 – IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS

 

We assess the potential impairment of our long-lived assets on an annual basis or whenever events or changes in circumstances indicate the carrying value of the assets or asset group may not be recoverable. Due to the significant impact of the COVID-19 pandemic on our operations, we determined it was necessary to perform an interim test of our long-lived assets during the three months ended May 31, 2020. Based on the results of these assessments, we recorded $545,000 of expense. This expense is presented within general and administrative expense on the Consolidated Statements of Operations.

 

The assessment of our goodwill, trademark and long-lived asset fair values includes many assumptions that are subject to risk and uncertainties. The primary assumptions, which are all Level 3 inputs of the fair value hierarchy (inputs to the valuation methodology that are unobservable and significant to the fair value measurement), used in our impairment testing consist of:

 

 

Expected future cash flows from operation of our Company-owned units.

 

Forecasted future royalty revenue, marketing revenue and associated expenses.

 

Projected rate of royalty savings on trademarks.

 

Our cost of capital.

 

12

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

At May 31, 2020 costs associated with the impairment of long-lived and intangible assets consisted of the following:

 

Company store goodwill impairment

  $ 317,243  

Trademark intangible asset impairment

    159,000  

Company-owned store impairment of long-lived assets and inventory

    68,558  
         

Total

  $ 544,801  

 

Certain interim tests did not indicate a need for impairment during the three months ended May 31, 2020. Franchise rights, store design, manufacturing segment goodwill and franchising goodwill tests succeeded during the interim period. We believe we have made reasonable estimates and judgements, however, further COVID-19 related impacts could cause interim testing to be performed in future periods and further impairments recorded if testing of impairment is not successful in future periods.

 

During the six months ended August 31, 2021 the Company did not identify any triggering events and there were no costs associated with the impairment of long-lived assets during the six months ended August 31, 2021.

 

 

NOTE 9 – LINE OF CREDIT AND LONG-TERM DEBT

 

Paycheck Protection Program

 

During the year ended February 28, 2021 the Company received promissory notes pursuant to the Paycheck Protection Program (“PPP”), under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration (the “SBA Loans”). The Company received total proceeds of $1.5 million from SBA Loans. During the three months ended November 30, 2020, approximately $108,000 of the original loan proceeds was forgiven by the SBA and during the three months ended February 28, 2021 the remaining approximately $1.4 million of the original loan proceeds was forgiven.

 

Revolving Credit Line

 

The Company has a $5.0 million credit line for general corporate and working capital purposes, of which $5.0 million was available for borrowing (subject to certain borrowing base limitations) as of August 31, 2021. The credit line is secured by substantially all of the Company’s assets, except retail store assets. Interest on borrowings is at LIBOR plus 2.25% (2.3% at August 31, 2021). Additionally, the line of credit is subject to various financial ratio and leverage covenants. At August 31, 2021, the Company was in compliance with all such covenants. The credit line is subject to renewal in September 2021.

 

 

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Cash Dividend

 

The Company paid a quarterly cash dividend of $0.12 per share of common stock on March 13, 2020 to stockholders of record on February 28, 2020.

 

As previously announced on May 11, 2020, the Board of Directors suspended the Company’s fiscal year 21 first quarter cash dividend payment to preserve cash and provide additional flexibility in the current environment as a result of the economic impact of COVID-19. Furthermore, the Board of Directors has suspended future quarterly dividends until the significant uncertainty of the current public health crisis and global economic climate has passed, and the Board of Directors determines that resumption of dividend payments is in the best interest of the Company and its stockholders.

 

Future declarations of dividends will depend on, among other things, the Company's results of operations, financial condition, capital requirements, and on such other factors as the Company's Board of Directors may in its discretion consider relevant and in the best long-term interest of the Company’s stockholders.

 

Stock Repurchases

 

On July 15, 2014, the Company publicly announced a plan to repurchase up to $3.0 million of its common stock in the open market or in private transactions, whenever deemed appropriate by management. As of August 31, 2021, approximately $638,000 remains available under the repurchase plan for further stock repurchases.

 

 

13

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

Warrants

 

In consideration of Edible entering into the exclusive supplier agreement and the performance of its obligations therein, on December 20, 2019, the Company issued Edible a warrant (the “Warrant”) to purchase up to 960,677 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $8.76 per share. The Warrant Shares vest in annual tranches in varying amounts following each contract year under the exclusive supplier agreement, subject to, and only upon, Edible’s achievement of certain revenue thresholds on an annual or cumulative five-year basis in connection with its performance under the exclusive supplier agreement. The Warrant expires six months after the final and conclusive determination of revenue thresholds for the fifth contract year and the cumulative revenue determination in accordance with the terms of the Warrant.

 

The Company determined that the grant date fair value of the warrants was de minimis and did not record any amount in consideration of the warrants. The Company utilized a Monte Carlo model for purposes of determining the grant date fair value.

 

Stock-Based Compensation

 

Under the Company’s 2007 Equity Incentive Plan (as amended and restated) (the “2007 Plan”), the Company may authorize and grant stock awards to employees, non-employee directors and certain other eligible participants, including stock options, restricted stock and restricted stock units.

 

The Company recognized $123,467 and $269,624 of stock-based compensation expense during the three- and six-month periods ended August 31, 2021, respectively, compared to $143,719 and $287,437 during the three- and six-month periods ended August 31, 2020, respectively. Compensation costs related to stock-based compensation are generally amortized over the vesting period of the stock awards.

 

The following table summarizes restricted stock unit activity during the six months ended August 31, 2021 and 2020:

 

  

Six Months Ended

 
  

August 31,

 
  

2021

  

2020

 

Outstanding non-vested restricted stock units as of February 28 or 29:

  209,450   265,555 

Granted

  -   - 

Vested

  (40,995)  (47,929)

Cancelled/forfeited

  (900)  - 

Outstanding non-vested restricted stock units as of August 31:

  167,555   217,626 
         

Weighted average grant date fair value

 $9.40  $9.40 

Weighted average remaining vesting period (in years)

  3.18   4.15 

 

The Company issued 2,000 unrestricted shares of stock to non-employee directors during the three months ended August 31, 2021 and issued 9,000 unrestricted shares to non-employee directors during the six months ended August 31, 2021 compared to no shares issued during the three and six months ended August 31, 2020. In connection with these non-employee director stock issuances, the Company recognized $11,960 and $46,610 during the three and six months ended August 31, 2021, respectively, compared to $0 of stock-based compensation expense during the three and six months ended August 31, 2020.

 

During the three- and six-month periods ended August 31, 2021, the Company recognized $111,507 and $223,014, respectively, of stock-based compensation expense related to restricted stock unit grants. The restricted stock unit grants generally vest in equal annual or quarterly installments over a period of five to six years. During the six-month periods ended August 31, 2021 and 2020, 40,995 and 47,929 restricted stock units vested and were issued as common stock, respectively. Total unrecognized compensation expense of non-vested, non-forfeited restricted stock units granted as of August 31, 2021 was $1,382,819, which is expected to be recognized over the weighted-average period of 3.18 years.

 

The Company has no outstanding stock options as of August 31, 2021.

 

 

NOTE 11 – EARNINGS PER SHARE

 

Basic earnings per share is calculated using the weighted-average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through the settlement of restricted stock units. Restricted stock units become dilutive within the period granted and remain dilutive until the units vest and are issued as common stock.

 

14

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

The weighted-average number of shares outstanding used in the computation of diluted earnings per share does not include outstanding common shares issuable if their effect would be anti-dilutive. During the six months ended August 31, 2021, 960,677 shares of common stock warrants were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive. During the six months ended August 31, 2020, 960,677 shares of common stock warrants and 222,634 shares of issuable common stock were excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive.

 

 

NOTE 12 – LEASING ARRANGEMENTS

 

The Company conducts its retail operations in facilities leased under non-cancelable operating leases of up to ten years. Certain leases contain renewal options for between five and ten additional years at increased monthly rentals. Some of the leases provide for contingent rentals based on sales in excess of predetermined base levels.

 

The Company acts as primary lessee of some franchised store premises, which the Company then subleases to franchisees, but the majority of existing locations are leased by the franchisee directly. Currently, there are not indications that the Company will be required to make any payments on behalf of franchisees.

 

In some instances, the Company has leased space for its Company-owned locations that are now occupied by franchisees. When the Company-owned location was sold or transferred, the store was subleased to the franchisee who is responsible for the monthly rent and other obligations under the lease.

 

The Company also leases trucking equipment and warehouse space in support of its manufacturing operations. Expense associated with trucking and warehouse leases is included in cost of sales on the consolidated statements of operations.

 

ASU 2016-02 allows, as a practical expedient, the retention of the classification of existing leases as operating or financing. All of the Company’s leases are classified as operating leases and that classification has been retained upon adoption. The Company does not believe the utilization of this practical expedient has a material impact on lease classifications.

 

The Company accounts for payments related to lease liabilities on a straight-line basis over the lease term. During the six months ended August 31, 2021 and 2020, lease expense recognized in the Consolidated Statements of Income was $409,897 and $440,121, respectively.

 

The lease liability reflects the present value of the Company’s estimated future minimum lease payments over the life of its leases. This includes known escalations and renewal option periods reasonably assured of being exercised. Typically, renewal options are considered reasonably assured of being exercised if the sales performance of the location remains strong. Therefore, the Right of Use Asset and Lease Liability include an assumption on renewal options that have not yet been exercised by the Company, and are not currently a future obligation. The Company has separated non-lease components from lease components in the recognition of the Asset and Liability except in instances where such costs were not practical to separate. To the extent that occupancy costs, such as site maintenance, are included in the Asset and Liability, the impact is immaterial. For franchised locations, the related occupancy costs including property taxes, insurance and site maintenance are generally required to be paid by the franchisees as part of the franchise arrangement. In addition, the Company is the lessee under non-store related leases such as storage facilities and trucking equipment. For leases where the implicit rate is not readily determinable, the Company uses an incremental borrowing rate to calculate the lease liability that represents an estimate of the interest rate the Company would incur to borrow on a collateralized basis over the term of a lease. The weighted average discount rate used for operating leases was 3.2% as of August 31, 2021. The total estimated future minimum lease payments is $2.3 million.

 

As of August 31, 2021, maturities of lease liabilities for the Company’s operating leases were as follows:

 

FY 22

  $ 356,538  

FY 23

    536,712  

FY 24

    417,930  

FY 25

    268,966  

FY 26

    171,324  

Thereafter

    521,138  

Total

  $ 2,272,608  
         

Less: imputed interest

    (200,610 )

Present value of lease liabilities:

  $ 2,071,998  
         

Weighted average lease term (in years)

 

 

6.7  

 

15

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

During the six months ended August 31, 2021, the Company entered into lease amendments to extend the terms of leases for certain Company-owned locations. These lease amendments resulted in the Company recognizing a present value of future lease liability of $475,908 based upon a total lease liability of $504,946.

 

 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

Contested Solicitation of Proxies

 

During the three months ended August 31, 2021, the Company incurred substantial costs associated with a stockholder’s contested solicitation of proxies in connection with our 2021 annual meeting of stockholders.  During the three months ended August 31, 2021, the Company incurred approximately $907,000 of costs associated with the contested solicitation of proxies, compared with no comparable costs incurred in the three months ended August 31, 2020.  These costs are recognized as general and administrative expense in the Consolidated Statement of Operations. The Company is likely to continue to realize material increased costs associated with the contested solicitation of proxies for the near future.  The total possible costs are contingent upon the outcome of the contested proxy solicitation and negotiations with the contesting party.

 

Employment Agreement Payments upon a Change in Control

 

We have entered into employment agreements with certain of our executives which contain, among other things, "change in control" severance provisions. The employment agreements generally provide that, if the Company or the executive terminates the executive's employment under circumstances constituting a "triggering termination," the executive will be entitled to receive, among other benefits, 2.99 times the sum of (i) the executive's annual salary and (ii) the lesser of (a) two times the bonus that would be payable to the executive for the bonus period in which the change in control occurred or (b) 25% of the executive's annual salary. The executive will also receive an additional payment of $18,000, which represents the estimated cost to the executive of obtaining accident, health, dental, disability and life insurance coverage for the 18-month period following the expiration of COBRA coverage.  Additionally, all of the named executive officer’s unvested restricted stock units (“RSU”) will immediately vest and become exercisable and payable.

 

A “change in control,” as used in these employment agreements, generally means a change in the control of the Company following any number of events, but specifically a proxy contest in which our Board of Directors prior to the transaction constitutes less than a majority of our Board of Directors after the transaction or the members of our Board of Directors during any consecutive two-year period who at the beginning of such period constituted the Board of Directors cease to be the majority of the Board of Directors at the conclusion of that period.  We have determined that a change in control has taken place. A “triggering termination” generally occurs when an executive is terminated during a specified period preceding a change in control of us, or if the executive or the Company terminates the executive’s employment under circumstances constituting a triggering termination during a specified period after a change in control. A triggering termination may also include a voluntary termination under certain scenarios.

 

As a result of the changes in our Board of Directors, as described above, the Company may be liable to each executive for change in control payments contingent upon a triggering termination event.  As of August 31, 2021 the amount of the cash severance payments and benefits contingent upon a triggering termination event are estimated to be approximately $2.2 million and the acceleration of unvested RSU with an unrecognized expense of approximately $690,000.  The Company may further be liable for certain tax consequences associated with severance payments, benefits payments and stock awards and the taxes may have a material impact on the liability of the Company upon a triggering termination.

 

Purchase Contracts

 

The Company frequently enters into purchase contracts of between six to eighteen months for chocolate and certain nuts. These contracts permit the Company to purchase the specified commodity at a fixed price on an as-needed basis during the term of the contract. Because prices for these products may fluctuate, the Company may benefit if prices rise during the terms of these contracts, but it may be required to pay above-market prices if prices fall and it is unable to renegotiate the terms of the contract. As of August 31, 2021, the Company was contracted for approximately $90,000 of raw materials under such agreements. The Company has designated these contracts as normal under the normal purchase and sale exception under the accounting standards for derivatives. These contracts are not entered into for speculative purposes.

 

 

NOTE 14 – OPERATING SEGMENTS

 

The Company classifies its business interests into five reportable segments: Franchising, Manufacturing, Retail Stores, U-Swirl operations and Other. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 to these consolidated financial statements and Note 1 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2021, as amended by Amendment No. 1 on Form 10-K/A filed on June 28, 2021. The Company evaluates performance and allocates resources based on operating contribution, which excludes unallocated corporate general and administrative costs and income tax expense or benefit. The Company’s reportable segments are strategic businesses that utilize common merchandising, distribution and marketing functions, as well as common information systems and corporate administration. All inter-segment sales prices are market based. Each segment is managed separately because of the differences in required infrastructure and the difference in products and services:

 

Three Months Ended

August 31, 2021

 

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Other

   

Total

 

Total revenues

  $ 1,602,369     $ 5,464,121     $ 271,034     $ 892,603     $ -     $ 8,230,127  

Intersegment revenues

    (1,374 )     (302,676 )     -       -       -       (304,050 )

Revenue from external customers

    1,600,995       5,161,445       271,034       892,603       -       7,926,077  

Segment profit (loss)

    643,606       1,247,593       26,058       173,450       (1,830,300 )     260,407  

Total assets

    1,486,476       10,763,803       625,179       4,922,875       9,619,259       27,417,592  

Capital expenditures

    -       101,537       -       -       11,890       113,427  

Total depreciation & amortization

  $ 9,174     $ 159,246     $ 1,397     $ 116,669     $ 19,790     $ 306,276  

 

Three Months Ended

August 31, 2020

 

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Other

   

Total

 

Total revenues

  $ 1,040,863     $ 3,768,416     $ 193,702     $ 594,812     $ -     $ 5,597,793  

Intersegment revenues

    (727 )     (269,664 )     -       -       -       (270,391 )

Revenue from external customers

    1,040,136       3,498,752       193,702       594,812       -       5,327,402  

Segment profit (loss)

    366,535       489,668       21,924       11,903       (789,297 )     100,733  

Total assets

    1,387,005       12,241,965       618,323       5,526,772       9,413,374       29,187,439  

Capital expenditures

    150       11,343       72       -       16,799       28,364  

Total depreciation & amortization

  $ 10,095     $ 162,523     $ 1,391     $ 140,823     $ 20,021     $ 334,853  

 

16

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND SUBSIDIARIES
NOTES TO INTERIM (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS
 

Six Months Ended August 31, 2021

 

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Other

   

Total

 

Total revenues

  $ 3,037,735     $ 10,749,226     $ 554,012     $ 1,728,886     $ -     $ 16,069,859  

Intersegment revenues

    (3,013 )     (547,058 )     -       -       -       (550,071 )

Revenue from external customers

    3,034,722       10,202,168       554,012       1,728,886       -       15,519,788  

Segment profit (loss)

    1,288,472       1,915,618       44,324       318,992       (2,489,401 )     1,078,005  

Total assets

    1,486,476       10,763,803       625,179       4,922,875       9,619,259       27,417,592  

Capital expenditures

    1,182       533,948       1,068       1,399       33,265       570,862  

Total depreciation & amortization

  $ 18,672     $ 312,866     $ 2,798     $ 233,399     $ 38,455     $ 606,190  

 

Six Months Ended August 31, 2020

 

Franchising

   

Manufacturing

   

Retail

   

U-Swirl

   

Other

   

Total

 

Total revenues

  $ 1,295,339     $ 6,061,508     $ 253,683     $ 848,859     $ -     $ 8,459,389  

Intersegment revenues

    (1,409 )     (428,141 )     -       -       -       (429,550 )

Revenue from external customers

    1,293,930       5,633,367       253,683       848,859       -       8,029,839  

Segment profit (loss)

    (84,784 )     (293,801 )     (455,902 )     (445,815 )     (3,465,690 )     (4,745,992 )

Total assets

    1,387,005       12,241,965       618,323       5,526,772       9,413,374       29,187,439  

Capital expenditures

    150       25,197       72       1,712       23,722       50,853  

Total depreciation & amortization

  $ 20,233     $ 324,353     $ 4,794     $ 287,772     $ 40,815     $ 677,967  

 

 
17

 

 

Item 2.         Managements Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (Quarterly Report) includes statements of our expectations, intentions, plans and beliefs that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties. The nature of our operations and the environment in which we operate subject us to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. The statements, other than statements of historical fact, included in this Quarterly Report are forward-looking statements. Many of the forward-looking statements contained in this document may be identified by the use of forward-looking words such as "will," "intend," "believe," "expect," "anticipate," "should," "plan," "estimate," "potential," or similar expressions. Factors which could cause results to differ include, but are not limited to: the impact of the novel coronavirus (COVID-19) on our business, including, among other things, online sales, factory sales, retail sales and royalty and marketing fees, our liquidity, our cost cutting and capital preservation measures, achievement of the anticipated potential benefits of the strategic alliance with Edible (as defined herein), our ability to provide products to Edible under the strategic alliance, the ability to increase our online sales through the agreements with Edible, the outcome of the legal proceedings initiated against Immaculate Confections, the operator of RMCF locations in Canada, changes in the confectionery business environment, seasonality, consumer interest in our products, general economic conditions, the success of our frozen yogurt business, receptiveness of our products internationally, consumer and retail trends, costs and availability of raw materials, competition, the success of our co-branding strategy, the success of international expansion efforts and the effect of government regulations. Government regulations which we and our franchisees and licensees either are, or may be, subject to and which could cause results to differ from forward-looking statements include, but are not limited to: local, state and federal laws regarding health, sanitation, safety, building and fire codes, franchising, licensing, employment, manufacturing, packaging and distribution of food products and motor carriers. For a detailed discussion of the risks and uncertainties that may cause our actual results to differ from the forward-looking statements contained herein, please see the section entitled Risk Factors contained in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, as amended by Amendment No. 1 on Form 10-K/A filed on June 28, 2021. Additional factors that might cause such differences include, but are not limited to: the length and severity of the current COVID-19 pandemic and its effect on among other things, factory sales, retail sales, royalty and marketing fees and operations, the effect of any governmental action or mandated employer-paid benefits in response to the COVID-19 pandemic, our ability to manage costs and reduce expenditures in the current economic environment and the availability of additional financing if and when required. These forward-looking statements apply only as of the date of this Quarterly Report. As such they should not be unduly relied upon for more current circumstances. Except as required by law, we undertake no obligation to release publicly any revisions to these forward-looking statements that might reflect events or circumstances occurring after the date of this Quarterly Report or those that might reflect the occurrence of unanticipated events.

 

Unless otherwise specified, the Company, we, us or our refers to Rocky Mountain Chocolate Factory, Inc., a Delaware corporation, and its consolidated subsidiaries (including its operating subsidiary with the same name, Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (RMCF)).

 

Overview

 

We are an international franchisor, confectionery manufacturer and retail operator. Founded in 1981, we are headquartered in Durango, Colorado and manufacture an extensive line of premium chocolate candies and other confectionery products. Our subsidiary, U-Swirl International, Inc. (“U-Swirl”), franchises and operates soft-serve frozen yogurt cafés. Our revenues and profitability are derived principally from our franchised/license system of retail stores that feature chocolate, frozen yogurt and other confectionary products. We also sell our candy outside of our system of retail stores and license the use of our brand with certain consumer products. As of August 31, 2021, there were two Company-owned, 96 licensee-owned and 162 franchised Rocky Mountain Chocolate Factory stores operating in 37 states, South Korea, Panama, and the Philippines. As of August 31, 2021, U-Swirl operated three Company-owned cafés and 68 franchised cafés located in 22 states and Qatar. U-Swirl operates self-serve frozen yogurt cafés under the names “U-Swirl,” “Yogurtini,” “CherryBerry,” “Yogli Mogli Frozen Yogurt,” “Fuzzy Peach Frozen Yogurt,” “Let’s Yo!” and “Aspen Leaf Yogurt”.

 

In FY 2020 and early FY 2021, we entered into a long-term strategic alliance and ecommerce agreements with Edible, whereby it is intended that we would become the exclusive provider of certain branded chocolate products to Edible, its affiliates and its franchisees. Under the strategic alliance, Rocky Mountain Chocolate Factory branded products are intended to be available for purchase both on Edible’s website as well as through over 1,000 franchised Edible locations nationwide. In addition, due to Edible’s significant e-commerce expertise and scale, we have also executed an ecommerce licensing agreement with Edible, whereby Edible is expected to sell a wide variety of chocolates, candies and other confectionery products produced by the Company or its franchisees through Edible’s websites. There is no assurance that the strategic alliance and ecommerce agreements will be deployed into our operations and to our satisfaction, or that we will achieve the expected full benefits from these agreements. During the six months ended August 31, 2021, certain disagreements arose between RMCF and Edible related to the strategic alliance and ecommerce agreements resulting in continuing discussions, the result of which are not currently determinable.  There can be no assurance historical revenue levels will be indicative of future revenues.

 

18

 

COVID-19

 

As discussed in more detail throughout this Quarterly Report on Form 10-Q for the six months ended August 31, 2021 (this “Quarterly Report”), during the year ended February 28, 2021, we experienced significant business disruptions resulting from efforts to contain the rapid spread of the novel coronavirus (“COVID-19”), including the vast mandated self-quarantines of customers and closures of non-essential business throughout the United States and internationally. During the year ended February 28, 2021 nearly all of the Company-owned and franchise stores were directly and negatively impacted by public health measures taken in response to COVID-19, with nearly all locations experiencing reduced operations as a result of, among other things, modified business hours and store and mall closures. As a result, franchisees and licensees did not order products for their stores in line with historical amounts. This trend has negatively impacted, and may continue to negatively impact, among other things, factory sales, retail sales and royalty and marketing fees. Beginning in May 2020, most stores previously closed for much of March 2020 and April 2020 in response to the COVID-19 pandemic, began to re-open. During the year ended February 28, 2021, approximately 53 stores closed and have not re-opened and the future of these locations is uncertain. That is a closure rate significantly higher than historical levels. As of the date of this report, many stores have met or exceeded pre-COVID-19 sales levels; however, many retail environments have continued to be adversely impacted by changes to consumer behavior as a result of COVID-19. Most stores re-opened subject to various local health restrictions and often with reduced operations. It is unclear when or if store operations will return to pre-COVID-19 levels.

 

In addition, as previously announced on May 11, 2020, the Board of Directors has suspended future quarterly dividends until the significant uncertainty of the current public health crisis and economic climate has passed, and the Board of Directors determines that resumption of dividend payments is in the best interest of the Company and our stockholders.

 

Contested Solicitation of Proxies

 

During the three months ended August 31, 2021, the Company incurred substantial costs associated with a stockholder’s contested solicitation of proxies in connection with our 2021 annual meeting of stockholders. During the three months ended August 31, 2021, the Company incurred approximately $907,000 of costs associated with the contested solicitation of proxies, compared with no comparable costs incurred in the three months ended August 31, 2020. These costs are recognized as general and administrative expense in the Consolidated Statement of Operations. The Company is likely to continue to realize material increased costs associated with the contested solicitation of proxies for the near future. The total expected costs are not currently determinable.

 

Results of Operations

 

Three Months Ended August 31, 2021 Compared to the Three Months Ended August 31, 2020

 

Results Summary

 

Basic earnings per share increased from $0.01 per share in the three months ended August 31, 2020 to $0.03 per share in the three months ended August 31, 2021. Revenues increased 48.8% from $5.3 million in the three months ended August 31, 2020 to $7.9 million in the three months ended August 31, 2021. Operating income increased from $119,000 in the three months ended August 31, 2020 to $258,000 in the three months ended August 31, 2021. Net income increased from $76,000 in the three months ended August 31, 2020 to $197,000 in the three months ended August 31, 2021. The increase in revenue, operating income and net income was due primarily to the impacts from the COVID-19 pandemic during the three months ended August 31, 2020, including its impact on our operation and the operations of our franchised, licensed and Company-owned locations. During the three months ended August 31, 2021 many of the disruptions experienced as a result of the COVID-19 pandemic were no longer impacting our network of franchised and licensed retail stores and many of our locations had returned to, or exceeded, pre-pandemic levels. These increases were mostly offset by the costs associated with the contested solicitation of proxies incurred during the three months ended August 31, 2021 with no comparable costs in the three months ended August 31, 2020.

 

Revenues

 

   

Three Months Ended

                 
   

August 31,

   

$

   

%

 

($'s in thousands)

 

2021

   

2020

   

Change

   

Change

 

Factory sales

  $ 5,161.4     $ 3,498.8     $ 1,662.6       47.5 %

Retail sales

    782.6       495.4       287.2       58.0 %

Franchise fees

    47.1       73.6       (26.5 )     (36.0 )%

Royalty and marketing fees

    1,935.0       1,259.6       675.4       53.6 %

Total

  $ 7,926.1     $ 5,327.4     $ 2,598.7       48.8 %

 

19

 

Factory Sales

 

The increase in factory sales for the three months ended August 31, 2021 compared to the three months ended August 31, 2020 was primarily due to a 75.3% increase in sales of product to our network of franchised and licensed retail stores, partially offset by a 40.5% decrease in shipments of product to customers outside our network of franchised retail stores. Purchases by the Company’s largest customer, Edible Arrangements LLC (“Edible”), during the three months ended August 31, 2021 were approximately $313,000, or 4.0% of the Company’s revenues, compared to $615,000, or 11.5% of the Company’s revenues during the three months ended August 31, 2020. The increase in sales of product to our network of franchised and licensed retail stores was primarily the result of the COVID-19 pandemic and the associated public health measures in place during the three months ended August 31, 2020, which significantly reduced traffic in our stores. During the three months ended August 31, 2021 many of the disruptions experienced as a result of the COVID-19 pandemic were no longer impacting our network of franchised and licensed retail stores and many of our locations had returned to, or exceeded, pre-pandemic levels. During the six months ended August 31, 2021, certain disagreements arose between RMCF and Edible related to the strategic alliance and ecommerce agreements resulting in continuing discussions, the result of which are not currently determinable. There can be no assurance historical revenue levels will be indicative of future revenues. Same store pounds purchased by domestic franchise and licensed locations increased 20.0% during the three months ended August 31, 2021, when compared to the three months ended August 31, 2019 (the most recent comparable period prior to the business disruptions of COVID-19).

 

Retail Sales

 

Retail sales at Company-owned stores increased 58.0% during the three months ended August 31, 2021 compared to the three months ended August 31, 2020 as a result of all of our Company-owned stores being open during the three months ended August 31, 2021 compared to the limited operations of all of our Company-owned stores for much of the three months ended August 31, 2020. The limited operations of our Company-owned stores in the prior year period was the result of the COVID-19 pandemic and the associated public health measures in place during the three months ended August 31, 2020. As of August 31, 2021, all Company-owned stores had substantially resumed full operations following COVID-19 related closure.

 

Royalties, Marketing Fees and Franchise Fees

 

The increase in royalties and marketing fees from the three months ended August 31, 2020 to the three months ended August 31, 2021 was primarily due to the majority of our franchise locations having resumed normal operations during the three months ended August 31, 2021, due to the relaxing of restrictions related to the COVID-19 pandemic and the associated public health measures in place during the three months ended August 31, 2020 as well as the rollout of vaccines. Nearly all of our franchised locations experienced reduced operations during the three months ended August 31, 2020. Same store sales at domestic franchise locations increased 14.2% during the three months ended August 31, 2021 when compared to the three months ended August 31, 2019 (the most recent comparable period prior to the business disruptions of COVID-19).

 

The decrease in franchise fee revenue for the three months ended August 31, 2021 compared to the three months ended August 31, 2020 was the result of a decrease in revenue resulting from the closure of franchise locations and the associated recognition of revenue in the three months ended August 31, 2020, with no comparable closures during the three months ended August 31, 2021 and fewer franchise stores in operation and the associated recognition of revenue over the terms of the various franchise agreements.

 

Costs and Expenses

 

 

Cost of Sales

   

Three Months Ended

                 
   

August 31,

   

$

   

%

 

($'s in thousands)

 

2021

   

2020

   

Change

   

Change

 
                                 

Cost of sales - factory

  $ 3,814.3     $ 2,907.8     $ 906.5       31.2 %

Cost of sales - retail

    257.8       145.8       112.0       76.8 %

Franchise costs

    737.2       451.0       286.2       63.5 %

Sales and marketing

    405.9       408.9       (3.0 )     (0.7 )%

General and administrative

    1,864.3       788.5       1,075.8       136.4 %

Retail operating

    440.2       329.4       110.8       33.6 %

Total

  $ 7,519.7     $ 5,031.4     $ 2,488.3       49.5 %

 

20

 

Gross Margin

   

Three Months Ended

                 
   

August 31,

   

$

   

%

 

($'s in thousands)

 

2021

   

2020

   

Change

   

Change

 
                                 

Factory gross margin

  $ 1,347.1     $ 591.0     $ 756.1       127.9 %

Retail gross margin

    524.8       349.6       175.2       50.1 %

Total

  $ 1,871.9     $ 940.6     $ 931.3       99.0 %

 

   

Three Months Ended

                 
   

August 31,

   

%

   

%

 
   

2021

   

2020

   

Change

   

Change

 

(Percent)

                               

Factory gross margin

    26.1 %     16.9 %     9.2 %     54.5 %

Retail gross margin

    67.1 %     70.6 %     (3.5 )%     (5.0 )%

Total

    31.5 %     23.5 %     7.9 %     33.7 %

 

Adjusted Gross Margin

   

Three Months Ended

                 
   

August 31,

   

$

   

%

 

($'s in thousands)

 

2021

   

2020

   

Change

   

Change

 
                                 

Factory gross margin

  $ 1,347.1     $ 591.0     $ 756.1       127.9 %

Plus: depreciation and amortization

    157.7       158.2       (0.5 )     (0.3 )%

Factory adjusted gross margin

    1,504.8       749.2       755.6       100.9 %

Retail gross margin

    524.8       349.6       175.2       50.1 %

Total Adjusted Gross Margin

  $ 2,029.6     $ 1,098.8     $ 930.8       84.7 %
                                 

Factory adjusted gross margin

    29.2 %     21.4 %     7.7 %     36.2 %

Retail gross margin

    67.1 %     70.6 %     (3.5 )%     (5.0 )%

Total Adjusted Gross Margin

    34.1 %     27.5 %     6.6 %     24.1 %

 

Adjusted gross margin and factory adjusted gross margin are non-GAAP measures. Adjusted gross margin is equal to the sum of our factory adjusted gross margin plus our retail gross margin calculated in accordance with GAAP. Factory adjusted gross margin is equal to factory gross margin plus depreciation and amortization expense. We believe adjusted gross margin and factory adjusted gross margin are helpful in understanding our past performance as a supplement to gross margin, factory gross margin and other performance measures calculated in conformity with GAAP. We believe that adjusted gross margin and factory adjusted gross margin are useful to investors because they provide a measure of operating performance and our ability to generate cash that is unaffected by non-cash accounting measures. Additionally, we use adjusted gross margin and factory adjusted gross margin rather than gross margin and factory gross margin to make incremental pricing decisions. Adjusted gross margin and factory adjusted gross margin have limitations as analytical tools because they exclude the impact of depreciation and amortization expense and you should not consider them in isolation or as a substitute for any measure reported under GAAP. Our use of capital assets makes depreciation and amortization expense a necessary element of our costs and our ability to generate income. Due to these limitations, we use adjusted gross margin and factory adjusted gross margin as measures of performance only in conjunction with GAAP measures of performance such as gross margin and factory gross margin.

 

Cost of Sales and Gross Margin

 

Factory gross margins increased to 26.1% in the three months ended August 31, 2021 compared to 16.9% the three months ended August 31, 2020, due primarily to higher average sell prices, the impacts of Employee Retention Credits, and an 18.4% increase in production volume in the three months ended August 31, 2021 compared to the three months ended August 31, 2020, partially offset by increased costs of materials and labor. The increase in production volume was the result of an increase in factory sales. The Company recognized approximately $155,000 of payroll tax benefit associated with Employee Retention Credits (“ERC”). ERCs were enacted by the CARES Act in March 2020. In December 2020 the Consolidated Appropriations Act extended eligibility for the credits allowing the Company to retroactively benefit from ERCs.

 

Retail gross margins decreased from 70.6% during the three months ended August 31, 2020 to 67.1% during the three months ended August 31, 2021. This decrease was primarily due to increased costs.

 

21

 

Franchise Costs

 

The increase in franchise costs in the three months ended August 31, 2021 compared to the three months ended August 31, 2020 was due primarily to an increase in professional fees, the result of litigation with our licensee in Canada. As a percentage of total royalty and marketing fees and franchise fee revenue, franchise costs increased to 37.2% in the three months ended August 31, 2021 from 33.8% in the three months ended August 31, 2020. This increase as a percentage of royalty, marketing and franchise fees is primarily a result of higher professional fees partially offset by an increase in royalty revenues.

 

Sales and Marketing

 

Sales and marketing costs were approximately unchanged for the three months ended August 31, 2021 compared to the three months ended August 31, 2020.

 

General and Administrative

 

The increase in general and administrative costs for the three months ended August 31, 2021 compared to the three months ended August 31, 2020 is primarily due to costs associated with a stockholder’s contested solicitation of proxies in connection with our 2021 annual meeting of stockholders. During the three months ended August 31, 2021, the Company incurred approximately $907,000 of costs associated with the contested solicitation of proxies, compared with no comparable costs incurred in the three months ended August 31, 2020. As a percentage of total revenues, general and administrative expenses increased to 23.5% in the three months ended August 31, 2021 compared to 14.8% in the three months ended August 31, 2020.

 

Retail Operating Expenses

 

The increase in retail operating expenses for the three months ended August 31, 2021 compared to the three months ended August 31, 2020 was due primarily to the resumption of normal operations at all of our Company-owned stores so that all stores were fully operational during the three months ended August 31, 2021 compared to the limited operations of all of our Company-owned stores for much of the three months ended August 31, 2020. The limited operation of our Company-owned stores was the result of COVID-19 and the associated public health measures in place during the three months ended August 31, 2020. Retail operating expenses, as a percentage of retail sales, decreased from 66.5% in the three months ended August 31, 2020 to 56.2% in the three months ended August 31, 2021. This decrease is primarily the result of higher retail sales.

 

Depreciation and Amortization

 

Depreciation and amortization, exclusive of depreciation and amortization included in cost of sales, was $149,000 in the three months ended August 31, 2021, a decrease of 15.9% from $177,000 in the three months ended August 31, 2020. This decrease was the result of lower amortization of franchise rights, the result of a decrease in frozen yogurt cafés in operation. See Note 7 to the consolidated financial statements for a summary of annual amortization of intangible assets based upon existing intangible assets and current useful lives. Depreciation and amortization included in cost of sales was approximately unchanged at $158,000 in the three months ended August 31, 2020 and August 31, 2021.

 

Other Income (Expense)

 

Net interest income was $2,600 in the three months ended August 31, 2021 compared to net interest expense of $19,000 incurred in the three months ended August 31, 2020. This change was primarily the result of the Company’s increased debt during the prior year as a result of measures taken to ensure adequate liquidity during the COVID-19 pandemic. During the prior year, the Company borrowed $3.4 million from its line of credit and borrowed $1.5 million of loans under the Paychecks Protection Program. The line of credit was paid in full and Paychecks Protection Program loans were fully forgiven during the year ended February 28, 2021.

 

Income Tax Expense

 

Our effective income tax rate for the three months ended August 31, 2021 and 2020 was 24.4%.

 

22

 

Six Months Ended August 31, 2021 Compared to the Six Months Ended August 31, 2020

 

Results Summary

 

Basic earnings per share increased from a net loss of $(0.59) per share for the six months ended August 31, 2020 to a net income of $0.13 per share for the six months ended August 31, 2021. Revenues increased 93.3% from $8.0 million for the six months ended August 31, 2020 to $15.5 million for the six months ended August 31, 2021. Operating income increased from an operating loss of $(4.7) million for the six months ended August 31, 2020 to operating income of $904,000 for the six months ended August 31, 2021. Net income increased from a net loss of $(3.6) million for the six months ended August 31, 2020 to net income of $777,000 for the six months ended August 31, 2021. The increase in revenue, operating income and net income was due primarily to the impacts from the COVID-19 pandemic during the six months ended August 31, 2020, including its impact on our operation and the operations of our franchised, licensed and Company-owned locations. During the six months ended August 31, 2021 many of the disruptions experienced as a result of the COVID-19 pandemic were no longer impacting our network of franchised and licensed retail stores and many of our locations had returned to, or exceeded, pre-pandemic levels. These increases were partially offset by the costs associated with the contested solicitation of proxies incurred during the six months ended August 31, 2021 with no comparable costs in the six months ended August 31, 2020.

 

Revenues

   

Six Months Ended

                 
   

August 31,

   

$

   

%

 

($'s in thousands)

 

2021

   

2020

   

Change

   

Change

 

Factory sales

  $ 10,202.2     $ 5,633.4     $ 4,568.8       81.1 %

Retail sales

    1,572.1       683.0       889.1       130.2 %

Franchise fees

    103.2       128.6       (25.4 )     (19.8 )%

Royalty and marketing fees

    3,642.3       1,584.8       2,057.5       129.8 %

Total

  $ 15,519.8     $ 8,029.8     $ 7,490.0       93.3 %

 

Factory Sales

 

The increase in factory sales for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was primarily due to a 135% increase in sales of product to our network of franchised and licensed retail stores partially offset by a 24.4% decrease in shipments of product to customers outside our network of franchised retail stores. Purchases by the Company’s largest customer, Edible, during the six months ended August 31, 2021 were approximately $797,000, or 5.1% of the Company’s revenues, compared to $949,000, or 11.8% of the Company’s revenues during the six months ended August 31, 2020. The increase in sales of product to our network of franchised and licensed retail stores was primarily the result of the COVID-19 pandemic and the associated public health measures in place during the six months ended August 31, 2020, which significantly reduced traffic in our stores. During the six months ended August 31, 2021 many of the disruptions experienced as a result of the COVID-19 pandemic were no longer impacting our network of franchised and licensed retail stores and many of our locations had returned to, or exceeded, pre-pandemic levels. During the six months ended August 31, 2021, certain disagreements arose between RMCF and Edible related to the strategic alliance and ecommerce agreements resulting in continuing discussions, the result of which are not currently determinable.  There can be no assurance historical revenue levels will be indicative of future revenues. Same store pounds purchased by domestic franchise and licensed locations increased 20.0% during the six months ended August 31, 2021 when compared to the six months ended August 31, 2019 (the most recent comparable period prior to the business disruptions of COVID-19).

 

Retail Sales

 

The increase in retail sales for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was primarily due to all of our Company-owned stores being open during the six months ended August 31, 2021 compared to the closure or limited operations of all of our Company-owned stores for much of the six months ended August 31, 2020. The closure or limited operations of our Company-owned stores in the prior year period was the result of the COVID-19 pandemic and the associated public health measures in place during the six months ended August 31, 2020. As of August 31, 2021 all Company-owned stores had resumed full operations following COVID-19 related closure.

 

Royalties, Marketing Fees and Franchise Fees

 

The increase in royalty and marketing fees for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was primarily due to the majority of our franchise locations having resumed normal operations during the six months ended August 31, 2021, due to the relaxing of restrictions related to the COVID-19 pandemic and the associated public health measures in place during the six months ended August 31, 2020 as well as the rollout of vaccines. Nearly all of our franchised locations experienced reduced operations and periods of full closure during the six months ended August 31, 2020. Same store sales at domestic franchise locations increased 14.6% during the six months ended August 31, 2021 when compared to the six months ended August 31, 2019 (the most recent comparable period prior to the business disruptions of COVID-19).

 

23

 

The decrease in franchise fee revenue for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was the result of a decrease in revenue resulting from the closure of franchise location and the associated recognition of revenue in the six months ended August 31, 2020, with no comparable closures during the six months ended August 31, 2021 and fewer franchise stores in operation and the associated recognition of revenue over the term of the various franchise agreements.

 

Costs and Expenses

 

Cost of Sales

   

Six Months Ended

                 
   

August 31,

   

$

   

%

 

($'s in thousands)

 

2021

   

2020

   

Change

   

Change

 
                                 

Cost of sales - factory

  $ 8,104.3     $ 5,698.3     $ 2,406.0       42.2 %

Cost of sales - retail

    514.3       238.4       275.9       115.7 %

Franchise costs

    1,288.8       872.3       416.5       47.7 %

Sales and marketing

    818.6       883.0       (64.4 )     (7.3 )%

General and administrative

    2,709.1       3,968.0       (1,258.9 )     (31.7 )%

Retail operating

    884.3       648.6       235.7       36.3 %

Total

  $ 14,319.4     $ 12,308.6     $ 2,010.8       16.3 %

 

Gross Margin

   

Six Months Ended

                 
   

August 31,

   

$

   

%

 
   

2021

   

2020

   

Change

   

Change

 
                                 

Factory gross margin

  $ 2,097.9     $ (64.9 )   $ 2,162.8       (3332.5 )%

Retail gross margin

    1,057.8       444.6       613.2       137.9 %

Total

  $ 3,155.7     $ 379.7     $ 2,776.0       731.1 %

 

   

Six Months Ended

                 
   

August 31,

   

%

   

%

 
   

2021

   

2020

   

Change

   

Change

 
                                 

Factory gross margin

    20.6 %     -1.2 %     21.7 %     (1884.9 )%

Retail gross margin

    67.3 %     65.1 %     2.2 %     3.4 %

Total

    26.8 %     6.0 %     20.8 %     345.9 %

 

Adjusted Gross Margin

   

Six Months Ended

                 
   

August 31,

   

$

   

%

 

($'s in thousands)

 

2021

   

2020

   

Change

   

Change

 
                                 

Factory gross margin

  $ 2,097.9     $ (64.9 )   $ 2,162.8       (3332.5 )%

Plus: depreciation and amortization

    309.6       315.7       (6.1 )     (1.9 )%

Factory adjusted gross margin

    2,407.5       250.8       2,156.7       859.9 %

Retail gross margin

    1,057.8       444.6       613.2       137.9 %

Total Adjusted Gross Margin

  $ 3,465.3     $ 695.4     $ 2,769.9       398.3 %
                                 

Factory adjusted gross margin

    23.6 %     4.5 %     19.1 %     430.0 %

Retail gross margin

    67.3 %     65.1 %     2.2 %     3.4 %

Total Adjusted Gross Margin

    29.4 %     11.0 %     18.4 %     167.3 %

 

24

 

Adjusted gross margin and factory adjusted gross margin are non-GAAP measures. Adjusted gross margin is equal to the sum of our factory adjusted gross margin plus our retail gross margin calculated in accordance with GAAP. Factory adjusted gross margin is equal to factory gross margin plus depreciation and amortization expense. We believe adjusted gross margin and factory adjusted gross margin are helpful in understanding our past performance as a supplement to gross margin, factory gross margin and other performance measures calculated in conformity with GAAP. We believe that adjusted gross margin and factory adjusted gross margin are useful to investors because they provide a measure of operating performance and our ability to generate cash that is unaffected by non-cash accounting measures. Additionally, we use adjusted gross margin and factory adjusted gross margin rather than gross margin and factory gross margin to make incremental pricing decisions. Adjusted gross margin and factory adjusted gross margin have limitations as analytical tools because they exclude the impact of depreciation and amortization expense and you should not consider them in isolation or as a substitute for any measure reported under GAAP. Our use of capital assets makes depreciation and amortization expense a necessary element of our costs and our ability to generate income. Due to these limitations, we use adjusted gross margin and factory adjusted gross margin as measures of performance only in conjunction with GAAP measures of performance such as gross margin and factory gross margin.

 

Cost of Sales and Gross Margin

 

Factory gross margins increased to 20.6% in the six months ended August 31, 2021 compared to a gross margin of (1.2)% during the six months ended August 31, 2020, due primarily to an 55.0% increase in production volume, higher average sell prices, and the impacts of Employee Retention Credits in the six months ended August 31, 2021 compared to the six months ended August 31, 2020, partially offset by increased costs of materials and labor. The increase in production volume was in response to an 81.1% increase in factory sales, primarily due to a resumption of normal factory operations during the six months ended August 31, 2021 compared to significantly reduced operations during the six months ended August 31, 2020. Operations during the six months ended August 31, 2020 were lower than historical levels as a result of the impacts of the COVID-19 pandemic. As a result of the decrease in production volume, factory fixed costs, including idle labor, exceeded revenue during the six months ended August 31, 2020. During the six months ended August 31, 2020 the Company incurred approximately $280,000 of production labor costs associated with paying employees who abided by local stay at home orders related to COVID-19 public health measures. This excess capacity cost, in the form of idle labor, was included in cost of sales.

 

Retail gross margins increased from 65.1% during the six months ended August 31, 2020 to 67.3% during the six months ended August 31, 2021. The increase in retail gross margins was primarily the result of the resumption of normal operations during the six months ended August 31, 2021 compared to the temporary closure of all of our Company-owned stores for much of the six months ended August 31, 2020 due to the COVID-19 pandemic, and the associated impact on perishable inventory.

 

Franchise Costs

 

The increase in franchise costs in the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was due primarily to an increase in professional fees, the result of litigation with our licensee in Canada. As a percentage of total royalty and marketing fees and franchise fee revenue, franchise costs decreased to 34.4% in the six months ended August 31, 2021 from 50.9% in the six months ended August 31, 2020. This decrease as a percentage of royalty, marketing and franchise fees is primarily a result of higher royalty fees.

 

Sales and Marketing

 

The decrease in sales and marketing costs for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was primarily due to a decrease in online advertising costs.

 

General and Administrative

 

The decrease in general and administrative costs for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was due primarily to a decrease in bad debt expense and a decrease in the impairment of certain intangible assets, partially offset by costs associated with a stockholder’s contested solicitation of proxies. As a percentage of total revenues, general and administrative expenses decreased to 17.5% in the six months ended August 31, 2021 compared to 49.4% in the six months ended August 31, 2020. These costs during the six months ended August 31, 2020 were a direct result of public health measures in place due to responses to COVID-19 and the financial burden experienced by the majority of our network of franchised and licensed locations. See Note 8 to the financial statements for a summary of costs associated with the impairment of certain intangible assets during the six months ended August 31, 2020. During the six months ended August 31, 2021, the Company incurred approximately $917,000 of costs associated with the contested solicitation of proxies, compared with no comparable costs incurred in the six months ended August 31, 2020.

 

Retail Operating Expenses

 

The increase in retail operating expenses for the six months ended August 31, 2021 compared to the six months ended August 31, 2020 was a result of the re-opening of all of our Company-owned stores so that all stores were open during the six months ended August 31, 2021 compared to the closure or limited operation of all of our Company-owned stores for much of the six months ended August 31, 2020. The closure or limited operation of our Company-owned stores was the result of COVID-19 and the associated public health measures in place during the six months ended August 31, 2020. Retail operating expenses, as a percentage of retail sales, decreased from 95.0% in the six months ended August 31, 2020 to 56.2% in the six months ended August 31, 2021. This decrease is primarily the result of higher retail sales.

 

25

 

Depreciation and Amortization

 

Depreciation and amortization, exclusive of depreciation and amortization included in cost of sales, was $297,000 in the six months ended August 31, 2021, a decrease of 18.1% from $362,000 in the six months ended August 31, 2020. This decrease was the result of lower amortization of franchise rights, the result of a decrease in frozen yogurt cafés in operation. See Note 7 to the financial statements for a summary of annual amortization of intangible assets based upon existing intangible assets and current useful lives. Depreciation and amortization included in cost of sales decreased 1.9% from $316,000 in the six months ended August 31, 2020 to $310,000 in the six months ended August 31, 2021.

 

Other Income (Expense)

 

Other income was $174,300 in the six months ended August 31, 2021 compared to other expense of $36,400 during the six months ended August 31, 2020. Net interest income was $7,100 in the six months ended August 31, 2021 compared to net interest expense of $36,400 during the six months ended August 31, 2020. This change was primarily the result of the Company’s increased debt as a result of measures taken during the three months ended May 31, 2020 to ensure adequate liquidity during the COVID-19 pandemic. During the six months ended August 31, 2020, the Company borrowed $3.4 million from its line of credit and borrowed $1.5 million of loans under the Paychecks Protection Program. The line of credit was paid in full and Paychecks Protection Program loans were fully forgiven during the year ended February 28, 2021.

 

The Company recognized a gain on insurance recovery of $167,100 during the six months ended August 31, 2021, compared with no similar amounts recognized during the six months ended August 31, 2020.

 

Income Tax Expense

 

Our effective income tax rate for the six months ended August 31, 2021 was 27.9%, compared to 24.3% for the six months ended August 31, 2020. This increase was primarily the result of the impact of different values of vested restricted stock units for financial reporting purposes compared to how the same vested restricted stock units are valued for tax purposes.

 

Liquidity and Capital Resources

 

As discussed below, we took several defensive measures to maximize liquidity in response to the COVID-19 pandemic, including the suspension of our cash dividend, reducing expenses, extending payment terms with vendors, reducing production volume and deferring discretionary capital expenditures. Based on these actions, we believe that cash flows from operations and our cash and cash equivalents on hand, will be sufficient to meet our ongoing liquidity needs and capital expenditure requirements for at least the next twelve months. Additional future financing may be necessary to fund our operations, and there can be no assurance that, if needed, we will be able to secure additional debt or equity financing on terms acceptable to us or at all, especially in light of the market volatility and uncertainty as a result of the COVID-19 pandemic. Although we believe we have adequate sources of liquidity over the long term, the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets, in each case, in light of the market volatility and uncertainty as a result of the COVID-19 pandemic, among other factors, could impact our business and liquidity.

 

As of August 31, 2021, working capital was $10.2 million, compared to $9.0 million as of February 28, 2021, an increase of $1.2 million. The increase in working capital was primarily due to improved operating results.

 

Cash and cash equivalent balances increased approximately $1.1 million to $6.7 million as of August 31, 2021 compared to $5.6 million as of February 28, 2021, primarily due to improved operating results. Our current ratio was 3.2 to 1 at August 31, 2021 compared to 3.4 to 1 at February 28, 2021. We monitor current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, financing and investing requirements.

 

During the six months ended August 31, 2021, we had net income of $776,738. Operating activities provided cash of $1,427,456, with the principal adjustment to reconcile the net income to net cash used by operating activities being depreciation and amortization of $606,190, an increase in accounts payable of $1,201,485 and expense related to stock-based compensation of $269,624, partially offset by an increase in inventory of $1,199,304. During the comparable 2020 period, we had a net loss of $(3,591,265), and operating activities used cash of $3,056,480. The principal adjustment to reconcile the net income to net cash used by operating activities being the provision for loss on accounts and notes receivable of $1,468,815, asset impairment and store closure losses of $544,060, depreciation and amortization of $677,967 an increase in accounts payable of $580,966 and the expense recorded for stock compensation of $287,437.

 

During the six months ended August 31, 2021, investing activities used cash of $329,405, primarily due to the purchases of property and equipment of $570,862 partially offset by proceeds from insurance recovery of $206,336. In comparison, investing activities used cash of $104,905 during the six months ended August 31, 2020 primarily due to the purchases of intangible assets of $99,047.

 

26

 

There were no cash flows from financing activities during the six months ended August 31, 2021. In comparison, financing activities provided cash of $4,263,021 during the prior year period primarily due to the use of the line of credit and receipt of loans under the Paycheck Protection Program, as described above. There was no amount outstanding related to our line of credit and loans under the Paycheck Protection Program as of August 31, 2021, the result of repayment and forgiveness, respectively.

 

Off-Balance Sheet Arrangements

 

As of August 31, 2021, except for the purchase obligations as described below, we had no material off-balance sheet arrangements or obligations.

 

Purchase obligations: As of August 31, 2021, we had purchase obligations of approximately $90,000. These purchase obligations primarily consist of contractual obligations for future purchases of commodities for use in our manufacturing.

 

Impact of Inflation

 

Inflationary factors such as increases in the costs of ingredients and labor directly affect our operations. Most of our leases provide for cost-of-living adjustments and require us to pay taxes, insurance and maintenance expenses, all of which are subject to inflation. Additionally, our future lease costs for new facilities may include potentially escalating costs of real estate and construction. There is no assurance that we will be able to pass on increased costs to our customers.

 

Depreciation expense is based on the historical cost to us of our fixed assets, and is therefore potentially less than it would be if it were based on current replacement cost. While property and equipment acquired in prior years will ultimately have to be replaced at higher prices, it is expected that replacement will be a gradual process over many years.

 

Seasonality

 

We are subject to seasonal fluctuations in sales, which cause fluctuations in quarterly results of operations. Historically, the strongest sales of our products have occurred during key holidays and the summer vacation season. In addition, quarterly results have been, and in the future are likely to be, affected by the timing of new store openings and sales of franchises. Because of the seasonality of our business and the impact of new store openings and sales of franchises, results for any quarter are not necessarily indicative of results that may be achieved in other quarters or for a full fiscal year.

 

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

Item 4.    Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that material information relating to us is made known to the officers who certify as to our financial reports and to other members of senior management and the Board of Directors. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act, are recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of August 31, 2021.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended August 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

27

 

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

The Company is party to various legal proceedings arising in the ordinary course of business from time to time. Management believes that the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

 

Item 1A.

Risk Factors

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part 1, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, as amended by Amendment No. 1 on Form 10-K/A filed on June 28, 2021. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28, 2021, as amended by Amendment No. 1 on Form 10-K/A.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities

 

None.

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not Applicable.

 

Item 5.

Other Information

 

None.

 

28

 

Item 6.

Exhibits

 

 

3.1

Amended and Restated Certificate of Incorporation of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 2, 2015).

 

 

3.2

Certificate of Designations of Series A Junior Participating Preferred Stock, par value $0.001 per share, of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on March 2, 2015).

 

 

3.3

Second Amended and Restated Bylaws of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 6, 2019).

 

 

10.1

Cooperation Agreement, dated August 12, 2021, between Global Value Investment Corp. and Rocky Mountain Chocolate Factory, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 16, 2021).

 

 

 

31.1*

Certification Filed Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.

 

 

32.1**

Certification Furnished Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.

 

 

101.INS

* Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because it’s XBRL (1))

 

 

101.SCH

* Inline XBRL Taxonomy Extension Schema Document (1)

 

 

101.CAL

* Inline XBRL Taxonomy Extension Calculation Linkbase Document (1)

 

 

101.DEF

* Inline XBRL Taxonomy Extension Definition Linkbase Document (1)

 

 

101.LAB

* Inline XBRL Taxonomy Extension Label Linkbase Document (1)

 

 

101.PRE

* Inline XBRL Taxonomy Extension Presentation Linkbase Document (1)

 

 

104

* Cover page Interactive Data File (formatted as Inline XBRL and combined in Exhibit 101.1)

 

 

(1)

These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1937, as amended, or otherwise subject to liability under those sections.

 

____________________________

 

* Filed herewith.

** Furnished herewith.                  

 

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Signatures

 

Pursuant to the requirements 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.

 

 

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

(Registrant)

 

Date: October 15, 2021

 

/s/ Bryan J. Merryman

    Bryan J. Merryman, Chief Executive Officer,
    Chief Financial Officer and Treasurer

 

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