Rocky Mountain Chocolate Factory Inc
For the period ended Feb 29, 2024. Filed Jun 13, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Jun 13, 2024
RMCF$0.81-1.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report:
Financial Statements
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 596) | 35 |
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 166) | |
| Consolidated Statements of Operations | 37 |
| Consolidated Balance Sheets | 38 |
| Consolidated Statements of Changes in Stockholders’ Equity | 39 |
| Consolidated Statements of Cash Flows | 40 |
| Notes to Consolidated Financial Statements | 41 |
Financial Statement Schedule
Schedule II
Valuation and Qualifying Accounts
| Balance atBeginningof Period | AdditionsCharged toCosts & Exp. | Deductions | Balance atEnd ofPeriod | |
|---|---|---|---|---|
| Valuation Allowance for Accounts and Notes Receivable | 763,905 | 112,922 | 515,039 | 361,788 |
| Valuation Allowance for Accounts and Notes Receivable | 983,022 | (173,600) | 45,517 | 763,905 |
| Valuation Allowance for Accounts and Notes Receivable | 1,454,140 | - | 471,118 | 983,022 |
Exhibits
The exhibits listed on the Exhibit Index are filed as part of this Form 10-K.
EXHIBIT INDEX
| Exhibit Number | Description | Incorporated by Reference orFiled/Furnished Herewith |
| 2.1 | Asset Purchase Agreement, dated May 1, 2023, by and among U-Swirl International, Inc., a Nevada corporation, U Swirl, LLC, a Delaware limited liability company, and Rocky Mountain Chocolate Factory, Inc., a Delaware corporation | Exhibit 2.1 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 3.1 | Amended and Restated Certificate of Incorporation of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation | Exhibit 3.1 to the Current Report on Form 8-K12G3 filed on March 2, 2015 (File No. 001-36865) |
| 3.2 | Third Amended and Restated Bylaws of Rocky Mountain Chocolate Factory, Inc. | Exhibit 3.1 to the Current Report on Form 8-K filed on September 12, 2023 (File No. 001-36865) |
| 4.1** | Description of Securities | Filed herewith. |
| 10.1** | Form of Employment Agreement (Officers) | Exhibit 10.1 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 000-14749) |
| 10.2 | Form of Franchise Agreement for Rocky Mountain Chocolate Factory | Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2010 (File No. 000-14749) |
| 10.3** | Rocky Mountain Chocolate Factory, Inc. 2007 Equity Incentive Plan (as Amended and Restated) | Exhibit 10.1 to the Current Report on Form 8-K filed on September 18, 2020 (File No. 001-36865) |
| 10.4** | Form of Indemnification Agreement (Directors) | Exhibit 10.7 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 000-14749) |
| 10.5** | Form of Indemnification Agreement (Officers) | Exhibit 10.8 to the Annual Report on Form 10-K for the fiscal year ended February 28, 2007 (File No. 000-14749) |
| 10.6* | Master License Agreement, dated August 17, 2009, between Kahala Franchise Corp. and Rocky Mountain Chocolate Factory, Inc., a Colorado corporation | Exhibit 10.3 to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended August 31, 2009 (File No. 000-14749) |
| 10.7 | Credit Agreement, dated October 13, 2021, between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.3 to the Current Report on Form 8-K filed on October 6, 2022 (File No. 001-36865) |
| 10.8 | First Amendment to Credit Agreement, dated September 26, 2022, between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.1 to the Current Report on Form 8-K filed on October 6, 2022 (File No. 001-36865) |
| 10.9 | Second Amendment to Credit Agreement, dated September 20, 2023 by and between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.1 to the Current Report on Form 8-K filed on October 3, 2023 (File No. 001-36865) |
| 10.9 | Revolving Line of Credit Note, dated September 28, 2023, between Wells Fargo Bank, National Association and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.2 to the Current Report on Form 8-K filed on October 3, 2023 (File No. 001-36865) |
| 10.10† | Settlement and Release Agreement, dated December 14, 2022, between Bradley L. Radoff, Andrew T. Berger, AB Value Management LLC, Mary Bradley and Rocky Mountain Chocolate Factory, Inc. | Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2022 (File No. 001-36865) |
| 10.11** | Offer Letter, dated May 3, 2022, between Rocky Mountain Chocolate Factory, Inc. and Robert J. Sarlls. | Exhibit 10.1 to the Current Report on Form 8-K filed on May 6, 2022 (File No. 001-36865) |
| 10.12** | Retirement Agreement and General Release, dated May 3, 2023, between Rocky Mountain Chocolate Factory, Inc., a Delaware Corporation, and Gregory L. Pope | Exhibit 10.1 to the Current Report on Form 8-K filed on May 8, 2023 (File No. 001-36865) |
| 10.13** | Offer Letter, dated July 15, 2022, between Rocky Mountain Chocolate Factory, Inc. and Allen Arroyo | Exhibit 10.1 to the Current Report on Form 8-K filed on July 21, 2022 (File No. 001-36865) |
| 10.14 | Secured Promissory Note, dated May 1, 2023, by and between U Swirl, LLC, a Delaware limited liability company, and U-Swirl International, Inc., a Nevada corporation | Exhibit 10.1 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 10.15 | Security Agreement, dated May 1, 2023, by and among U-Swirl International, Inc., a Nevada corporation, Bob Partners X, LLC, a Delaware limited liability company, U Swirl, LLC, a Delaware limited liability company, U Swirl Franchising LLC, a Delaware limited liability company, and U Swirl Gift Card LLC | Exhibit 10.2 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 10.16 | Pledge Agreement, dated May 1, 2023, by and among, U Swirl, LLC, a Delaware limited liability company, U-Swirl International, Inc., a Nevada corporation, Bob Partners X, LLC, a Delaware limited liability company, and certain persons named therein | Exhibit 10.3 to the Current Report on Form 8-K filed on May 4, 2023 (File No. 001-36865) |
| 10.18 | Waiver and Consent, dated August 3, 2023, to Settlement Agreement and Release | Exhibit 10.1 to the Current Report on Form 8-K filed on August 7, 2023 (File No. 001-36865) |
| 10.19 | Covenant Breach Waiver, dated January 22, 2024, issued by Wells Fargo Bank, N.A., | Exhibit 10.3 to the Current Report on Form 8-K filed on January 26, 2024 (File No. 001-36865) |
| 10.20 | Offer Letter, dated March 25, 2024, by and between Rocky Mountain Chocolate Factory, Inc. and Starlette B. Johnson | Exhibit 10.1 to the Current Report on Form 8-K filed on March 28, 2024 (File No. 001-36865 |
| 10.21 | Separation Agreement, dated January 27, 2024, by and between Rocky Mountain Chocolate Factory, Inc. and Robert J. Sarlls | Filed herewith. |
| 21.1 | Subsidiaries of the Registrant | Filed herewith. |
| 23.1 | Consent of Plante & Moran, PLLC Independent Registered Public Accounting Firm | Filed herewith. |
| 23.2 | Consent of CohnReznick LLP Independent Registered Public Accounting Firm | Filed herewith. |
| 31.1 | Certification Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.1 | Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 97.1 | Rocky Mountain Chocolate Factory, Inc. Clawback Policy | Filed herewith. |
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) (1) | Filed herewith. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | Filed herewith. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | Filed herewith. |
- Contains material that has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC.
** Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.
(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.
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