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 November 30, 2022 ☐ 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 Rocky Mountain Chocolate Factory, Inc. (Exact name of registrant as specified in its ch ...

Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) Q3 2023 Earnings Conference Call January 12, 2023 5:00 PM ET Company Participants Rob Sarlls - Director and Chief Executive Officer Allen Arroyo - Chief Financial Officer Operator Good afternoon, ladies and gentlemen. Thank you for standing by. Welcome to today's Conference Call to discuss the Financial Results for Rocky Mountain Chocolate Factory's Fiscal Third Quarter Ended November 30, 2022. [Operator Instructions] As a reminder, this conference is bei ...

Table of Contents For the transition period from ________to________ Commission file number: 001-36865 Rocky Mountain Chocolate Factory, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of Incorporation or organization) Delaware 47-1535633 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, 2022 ☐ T ...

PART I. FINANCIAL INFORMATION This section presents the company's interim financial statements, management's analysis of financial performance and liquidity, and disclosures regarding market risk and internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements reveal a net loss of $114,941 for the quarter, driven by increased expenses despite a slight revenue rise, with operating cash flow significantly reduced [Consolidated Statements of Operations](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The company reported a net loss of $114,941 for the quarter, a reversal from prior-year income, due to a 14.8% increase in costs and expenses despite a 3.1% revenue growth Consolidated Statements of Operations Highlights (Three Months Ended May 31) | Financial Metric | 2022 | 2021 | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$7,826,572** | **$7,593,711** | **+3.1%** | | Total costs and expenses | $7,975,909 | $6,947,807 | +14.8% | | **Income (Loss) from Operations** | **($149,337)** | **$645,904** | **-123.1%** | | **Consolidated Net Income (Loss)** | **($114,941)** | **$579,805** | **-119.8%** | | Diluted Earnings (Loss) per Share | ($0.02) | $0.09 | -122.2% | - General and administrative expenses nearly doubled, increasing from **$844,821** in Q1 2021 to **$1,631,223** in Q1 2022, primarily driving the operating loss[9](index=9&type=chunk) [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) Total assets increased to $27.5 million, while cash and cash equivalents decreased to $6.0 million, offset by a new $1.3 million restricted cash balance Key Balance Sheet Figures | Balance Sheet Item | May 31, 2022 (unaudited) | February 28, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $5,989,510 | $7,587,374 | | Restricted cash | $1,344,813 | $0 | | Total current assets | $15,426,280 | $14,997,966 | | **Total Assets** | **$27,491,591** | **$26,880,761** | | Total current liabilities | $5,699,244 | $5,311,732 | | **Total stockholders' equity** | **$19,416,582** | **$19,399,926** | [Consolidated Statements of Cash Flows](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash from operating activities significantly decreased to **$11,298**, primarily due to the net loss and increased inventories, impacting overall cash flow Cash Flow Summary (Three Months Ended May 31) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $11,298 | $385,811 | | Net cash used in investing activities | ($264,349) | ($229,465) | | **Net Increase (Decrease) in Cash** | **($253,051)** | **$156,346** | [Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20EQUITY) Total stockholders' equity slightly decreased to **$19.42 million** due to the **$114,941** net loss, reducing retained earnings for the quarter - Retained earnings decreased by **$114,941** due to the net loss, contrasting with a **$579,805** increase from net income in the prior-year period[15](index=15&type=chunk) [Notes to Interim (Unaudited) Consolidated Financial Statements](index=8&type=section&id=NOTES%20TO%20INTERIM%20(UNAUDITED)%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Key disclosures include revenue sources, store network details, **$305,000** in proxy solicitation costs, and a **$1.34 million** rabbi trust for a former CEO's termination payment - The company's revenue is derived from three main sources: sales of confectionery products to franchisees, franchise fees and royalties, and sales at Company-owned stores[19](index=19&type=chunk) - As of May 31, 2022, the company's network consisted of **338** total locations, including franchised, licensed, and company-owned stores for both Rocky Mountain Chocolate Factory and U-Swirl brands[21](index=21&type=chunk) - The company incurred approximately **$305,000** in costs during the quarter related to a stockholder's contested solicitation of proxies for the 2022 annual meeting[65](index=65&type=chunk) - The company established a rabbi trust and contributed **$1,344,813** for the termination payment to its former CEO, classified as restricted cash[66](index=66&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue increased by **3.1%** due to higher sales and royalties, but a **93.1%** surge in G&A expenses, including proxy contest costs, led to an operating loss and impacted liquidity [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Total revenues grew **3.1%** to **$7.8 million**, driven by factory sales and royalty fees, but a **93.1%** increase in G&A expenses led to a net loss Revenue Breakdown (Three Months Ended May 31) | Revenue Source | 2022 ($ thousands) | 2021 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Factory sales | $5,157.6 | $5,040.7 | +2.3% | | Retail sales | $792.7 | $789.5 | +0.4% | | Royalty and marketing fees | $1,809.1 | $1,707.3 | +6.0% | | **Total** | **$7,826.6** | **$7,593.7** | **+3.1%** | - The increase in royalty and marketing fees was primarily due to a **3.9%** increase in same-store sales at all domestic franchise locations, with frozen yogurt cafés showing a strong **20.5%** increase[79](index=79&type=chunk) - General and administrative costs surged by **93.1%**, from **$844,800** to **$1,631,200**, mainly due to increased professional fees related to board support, CEO transition, and a contested proxy solicitation[81](index=81&type=chunk)[87](index=87&type=chunk) - Factory gross margin decreased by **70 basis points** to **14.2%**, attributed to wage and material inflation, partially offset by price increases effective May 1, 2022[83](index=83&type=chunk) [Liquidity and Capital Resources](index=24&type=section&id=Liquidity%20and%20Capital%20Resources) Working capital stood at **$9.7 million**, but cash and cash equivalents decreased by **$1.6 million** due to a **$1.3 million** trust funding, with minimal operating cash flow - Working capital was **$9.7 million** as of May 31, 2022[92](index=92&type=chunk) - Cash and cash equivalents decreased by **$1.6 million**, largely due to a **$1.3 million** increase in restricted cash used to fund a rabbi trust for former CEO severance[93](index=93&type=chunk) - The company has a **$5.0 million** credit line, fully available as of May 31, 2022, and subject to renewal in September 2022[41](index=41&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the registrant is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[102](index=102&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of May 31, 2022, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of May 31, 2022[103](index=103&type=chunk) - No material changes occurred in the company's internal control over financial reporting during the quarter[104](index=104&type=chunk) PART II. OTHER INFORMATION This section addresses legal proceedings, confirms no material changes to risk factors, reports on equity sales, and lists filed exhibits [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) Management anticipates that the resolution of ordinary course legal proceedings will not materially adversely affect the company's financial condition or operations - Management believes that the resolution of various legal proceedings arising in the ordinary course of business will not have a material adverse effect on the Company's financial position, results of operations or cash flows[106](index=106&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the company's risk factors since the Annual Report on Form 10-K for the fiscal year ended February 28, 2022 - No material changes have occurred in the company's risk factors from those disclosed in its Annual Report on Form 10-K for the fiscal year ended February 28, 2022[107](index=107&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the reporting period - None[108](index=108&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including the CEO offer letter and Sarbanes-Oxley Act certifications - Exhibits filed include the CEO offer letter and certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[113](index=113&type=chunk)

Table of Contents Rocky Mountain Chocolate Factory, Inc. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCH ...

PART I. FINANCIAL INFORMATION This section provides the company's unaudited consolidated financial statements and management's discussion and analysis for the period [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements for the three and nine months ended November 30, 2021, covering operations, balance sheets, and cash flows [Consolidated Statements of Operations](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Total revenue increased 17.7% year-over-year for the three months ended November 30, 2021, but surging G&A expenses led to a net loss Consolidated Statements of Operations | Financial Metric | Three Months Ended Nov 30, 2021 | Three Months Ended Nov 30, 2020 | Nine Months Ended Nov 30, 2021 | Nine Months Ended Nov 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $8,507,634 | $7,228,867 | $24,027,422 | $15,258,706 | | **Income (Loss) from Operations** | $(1,958,708) | $398,564 | $(1,054,979) | $(4,311,042) | | **Consolidated Net Income (Loss)** | $(1,477,646) | $523,695 | $(700,908) | $(3,067,570) | | **Diluted Earnings (Loss) per Share** | $(0.24) | $0.08 | $(0.11) | $(0.51) | [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) As of November 30, 2021, total assets increased to **$27.3 million**, driven by higher current assets, with total liabilities rising to **$8.4 million** Consolidated Balance Sheets | Balance Sheet Item | November 30, 2021 (unaudited) | February 28, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $15,079,748 | $12,776,823 | | **Total Assets** | $27,298,664 | $24,951,152 | | **Total Current Liabilities** | $6,118,602 | $3,780,320 | | **Total Liabilities** | $8,384,069 | $4,983,583 | | **Total Stockholders' Equity** | $18,914,595 | $18,967,569 | [Consolidated Statements of Cash Flows](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the nine months ended November 30, 2021, net cash from operating activities turned positive, leading to an increase in cash and cash equivalents Consolidated Statements of Cash Flows | Cash Flow Activity | Nine Months Ended Nov 30, 2021 | Nine Months Ended Nov 30, 2020 | | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $857,048 | $(2,012,609) | | **Net cash (used in) provided by investing activities** | $(407,457) | $198,438 | | **Net cash provided by (used in) financing activities** | $(61,276) | $4,263,021 | | **Net Increase (Decrease) in Cash** | $388,315 | $2,448,850 | | **Cash and Cash Equivalents, End of Period** | $6,021,594 | $7,270,921 | [Notes to Financial Statements](index=9&type=section&id=NOTES%20TO%20INTERIM%20(UNAUDITED)%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) Notes detail operations, accounting policies, and financial items, covering COVID-19 recovery, Edible Arrangements disagreements, and significant one-time costs - The company is experiencing a strong recovery from COVID-19, with most stores meeting or exceeding pre-pandemic sales levels. However, this recovery is partially constrained by labor and supply chain issues[30](index=30&type=chunk) - Disagreements have arisen with Edible Arrangements regarding their strategic alliance, and the outcome is currently indeterminable. Purchases by Edible decreased significantly to **$1.2 million** in the first nine months of FY22 from **$2.1 million** in the prior year[23](index=23&type=chunk) - The company incurred substantial costs of approximately **$1.7 million** in the nine months ended Nov 30, 2021, related to a stockholder's contested solicitation of proxies[85](index=85&type=chunk) - A letter agreement with the interim CEO, Bryan J. Merryman, resulted in accrued severance compensation of **$1,344,813** and accelerated restricted stock unit compensation expense of **$525,000** during the third quarter[89](index=89&type=chunk)[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue recovery, profitability impacts from one-time costs, and emerging headwinds from labor shortages and supply chain disruptions [Results of Operations - Three Months Ended November 30, 2021](index=27&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20November%2030,%202021) Total revenues increased 17.7% year-over-year to **$8.5 million**, but a 390.2% surge in G&A expenses led to an operating loss for the quarter Revenue Stream - Three Months Ended November 30, 2021 | Revenue Stream | Q3 2021 ($ thousands) | Q3 2020 ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Factory sales | $6,376.4 | $5,570.4 | 14.5% | | Retail sales | $636.0 | $531.4 | 19.7% | | Royalty and marketing fees | $1,433.5 | $1,081.0 | 32.6% | | **Total** | **$8,507.6** | **$7,228.9** | **17.7%** | - General and administrative costs surged by **$3.1 million (390.2%)** due to costs from a contested proxy solicitation (**$800k**) and change in control severance expenses (**$1.9 million**)[112](index=112&type=chunk)[97](index=97&type=chunk) - Factory gross margin improved to **22.2%** from **19.1%** in the prior year, driven by higher production volume and average selling prices, which offset increased material and labor costs[108](index=108&type=chunk) [Results of Operations - Nine Months Ended November 30, 2021](index=33&type=section&id=Results%20of%20Operations%20-%20Nine%20Months%20Ended%20November%2030,%202021) Revenues grew 57.5% for the nine-month period, narrowing the operating loss, despite significant proxy and severance costs impacting overall profitability Revenue Stream - Nine Months Ended November 30, 2021 | Revenue Stream | Nine Months 2021 ($ thousands) | Nine Months 2020 ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Factory sales | $16,578.5 | $11,203.7 | 48.0% | | Retail sales | $2,208.1 | $1,214.4 | 81.8% | | Royalty and marketing fees | $5,075.8 | $2,665.9 | 90.4% | | **Total** | **$24,027.4** | **$15,258.7** | **57.5%** | - Factory gross margin expanded significantly to **21.2%** from **8.9%** in the prior year, attributed to a **39.4%** increase in production volume, higher prices, and Employee Retention Credits[127](index=127&type=chunk) - General and administrative costs for the nine months included approximately **$1.7 million** for the contested proxy solicitation and **$1.9 million** in change in control severance expenses[132](index=132&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained a stable liquidity position with **$6.0 million** in cash and positive cash flow from operations, deemed sufficient for the next twelve months - Cash and cash equivalents increased by approximately **$400,000** to **$6.0 million** as of November 30, 2021, compared to February 28, 2021[140](index=140&type=chunk) - The company has a **$5.0 million** credit line which was fully available as of November 30, 2021[52](index=52&type=chunk) - The Board of Directors suspended the quarterly cash dividend in May 2020 to preserve cash, and it remains suspended[31](index=31&type=chunk)[54](index=54&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is exempt from providing quantitative and qualitative disclosures about market risk - The company is exempt from this disclosure requirement due to its status as a smaller reporting company[148](index=148&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of November 30, 2021, with no material changes in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[150](index=150&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[151](index=151&type=chunk) PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, and other miscellaneous items, confirming no material changes or unreported events [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) Management believes that ongoing legal proceedings arising in the ordinary course of business will not materially impact the company's financial condition - Management believes that ongoing legal proceedings will not materially impact the company's financial position, results of operations, or cash flows[153](index=153&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - The company reports no material changes to its risk factors from those disclosed in its most recent Form 10-K[154](index=154&type=chunk) [Other Items (Items 2, 3, 4, 5, 6)](index=40&type=section&id=Other%20Items) This section confirms no unregistered equity sales, no senior security defaults, and no other material information for the period - No information was reported for Item 2 (Unregistered Sales of Equity Securities), Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosures), or Item 5 (Other Information)[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three and six months ended August 31, 2021, and 2020, including detailed notes on accounting policies and financial items [Consolidated Statements of Operations](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the three months ended August 31, 2021, the company reported total revenues of **$7.9 million** and a net income of **$196,933**, with six-month revenues at **$15.5 million** and net income of **$776,738**, a significant improvement from the prior-year net loss Three Months Ended August 31, 2021 vs 2020 | Metric | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | **Total Revenue** | $7,926,077 | $5,327,402 | | **Income from Operations** | $257,825 | $119,357 | | **Consolidated Net Income** | $196,933 | $76,132 | | **Diluted EPS** | $0.03 | $0.01 | Six Months Ended August 31, 2021 vs 2020 | Metric | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | **Total Revenue** | $15,519,788 | $8,029,839 | | **Income (Loss) from Operations** | $903,729 | $(4,709,606) | | **Consolidated Net Income (Loss)** | $776,738 | $(3,591,265) | | **Diluted EPS (Loss)** | $0.12 | $(0.59) | [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) As of August 31, 2021, total assets increased to **$27.4 million** from **$25.0 million** at February 28, 2021, driven by higher cash and inventories, with total stockholders' equity also increasing to **$20.0 million** Balance Sheet Summary (as of August 31, 2021) | Account | August 31, 2021 ($) | February 28, 2021 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | $6,731,330 | $5,633,279 | | Inventories, net | $5,188,433 | $4,062,885 | | Total current assets | $15,204,875 | $12,776,823 | | **Total Assets** | **$27,417,592** | **$24,951,152** | | Total current liabilities | $5,022,547 | $3,780,320 | | **Total Liabilities** | **$7,403,661** | **$5,983,583** | | **Total stockholders' equity** | **$20,013,931** | **$18,967,569** | [Consolidated Statements of Cash Flows](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended August 31, 2021, net cash provided by operating activities was **$1.4 million**, a significant turnaround from the **$3.1 million** used in the prior-year period, with investing activities using **$329,405** and no financing activities Cash Flow Summary (Six Months Ended August 31) | Activity | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | Net cash from operating activities | $1,427,456 | $(3,056,480) | | Net cash used in investing activities | $(329,405) | $(104,905) | | Net cash from financing activities | $0 | $4,263,021 | | **Net Increase in Cash** | **$1,098,051** | **$1,101,636** | [Notes to Interim (Unaudited) Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20INTERIM%20(UNAUDITED)%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The notes detail the company's operations, revenue recognition, segment performance, and significant events, including COVID-19 impact, strategic alliance disagreements, legal proceedings, and proxy solicitation costs - The company is an international franchisor and confectionery manufacturer with revenues from product sales, franchise fees, and company-owned stores[19](index=19&type=chunk)[20](index=20&type=chunk) - Disagreements have arisen with Edible Arrangements® regarding their strategic alliance, and purchases from Edible decreased to **$797,000 (5.1% of revenue)** in the first six months of fiscal 2022 from **$949,000 (11.8% of revenue)** in the prior year period[21](index=21&type=chunk) - The company incurred approximately **$907,000** in costs during the three months ended August 31, 2021, related to a stockholder's contested solicitation of proxies[75](index=75&type=chunk) - A change in control has occurred due to changes in the Board of Directors, which may trigger severance payments of approximately **$2.2 million** and accelerated RSU vesting of **$690,000** if certain executives are terminated[76](index=76&type=chunk)[77](index=77&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance, highlighting a strong recovery from the COVID-19 pandemic's impact, with significant revenue and net income increases, improved liquidity, and working capital, despite substantial proxy solicitation costs [Results of Operations - Three Months Ended August 31, 2021](index=27&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20August%2031%2C%202021) For the three months ended August 31, 2021, revenues increased **48.8%** to **$7.9 million**, and net income rose to **$197,000** from **$76,000** year-over-year, driven by product sales growth, partially offset by **$907,000** in proxy solicitation costs Revenue Breakdown (Three Months Ended August 31) | Revenue Source | 2021 ($ thousands) | 2020 ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Factory sales | $5,161.4 | $3,498.8 | 47.5% | | Retail sales | $782.6 | $495.4 | 58.0% | | Royalty and marketing fees | $1,935.0 | $1,259.6 | 53.6% | | **Total** | **$7,926.1** | **$5,327.4** | **48.8%** | - Same-store pounds purchased by domestic franchise locations increased **20.0%** compared to the pre-pandemic period of Q2 2019[92](index=92&type=chunk) - General and administrative costs increased **136.4%** to **$1.86 million**, primarily due to **$907,000** in costs associated with a contested proxy solicitation[96](index=96&type=chunk)[102](index=102&type=chunk) - Factory gross margin improved significantly to **26.1%** from **16.9%** in the prior year, driven by higher production volume and the benefit of Employee Retention Credits[97](index=97&type=chunk)[98](index=98&type=chunk) [Results of Operations - Six Months Ended August 31, 2021](index=31&type=section&id=Results%20of%20Operations%20-%20Six%20Months%20Ended%20August%2031%2C%202021) For the six months ended August 31, 2021, the company reported a net income of **$777,000**, a reversal from a **$3.6 million** net loss in the prior-year period, with revenues growing **93.3%** to **$15.5 million**, reflecting strong recovery despite proxy contest costs Revenue Breakdown (Six Months Ended August 31) | Revenue Source | 2021 ($ thousands) | 2020 ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Factory sales | $10,202.2 | $5,633.4 | 81.1% | | Retail sales | $1,572.1 | $683.0 | 130.2% | | Royalty and marketing fees | $3,642.3 | $1,584.8 | 129.8% | | **Total** | **$15,519.8** | **$8,029.8** | **93.3%** | - General and administrative costs decreased primarily due to lower bad debt expense and the absence of asset impairment charges that were recorded in the prior year, partially offset by **$917,000** in proxy contest costs[120](index=120&type=chunk) - Factory gross margin increased to **20.6%** from **-1.2%** in the prior year period, due to a **55.0%** increase in production volume and higher average selling prices[116](index=116&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company's financial position strengthened, with working capital increasing by **$1.2 million** to **$10.2 million** and cash balances growing by **$1.1 million** to **$6.7 million** as of August 31, 2021, supported by positive operating cash flow - Working capital increased to **$10.2 million** as of August 31, 2021, from **$9.0 million** at February 28, 2021[128](index=128&type=chunk) - Cash and cash equivalents increased by **$1.1 million** to **$6.7 million** during the first six months of the fiscal year[129](index=129&type=chunk) - Net cash provided by operating activities was **$1.4 million** for the six months ended August 31, 2021, compared to net cash used of **$3.1 million** in the same period of 2020[130](index=130&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide this information - The company is not required to provide information for this item as it qualifies as a smaller reporting company[137](index=137&type=chunk) [Item 4. Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls and procedures were effective as of August 31, 2021, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of August 31, 2021[139](index=139&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[140](index=140&type=chunk) [PART II. OTHER INFORMATION](index=38&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides information on legal proceedings, risk factors, equity security sales, and filed exhibits [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, but management does not expect a material adverse effect on financial condition or results of operations - Management believes that the resolution of various legal proceedings arising in the ordinary course of business will not have a material adverse effect on the Company's financial position, results of operations or cash flows[141](index=141&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended February 28, 2021 - There have been no material changes in risk factors from those disclosed in the Annual Report on Form 10-K for the fiscal year ended February 28, 2021[142](index=142&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no issuer purchases of equity securities during the period - There were no issuer purchases of equity securities[143](index=143&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, a cooperation agreement, and Sarbanes-Oxley Act certifications - Exhibits filed include the Cooperation Agreement with Global Value Investment Corp., and certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[148](index=148&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Q1 2021 financial statements show significant recovery, with revenue up 181% to $7.6 million and a shift from net loss to net income [Consolidated Statements of Operations](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Consolidated Statements of Operations Highlights (Three Months Ended May 31) | Metric | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **$7,593,711** | **$2,702,437** | **+181.0%** | | Income (Loss) from Operations | $645,904 | $(4,828,963) | N/A | | **Consolidated Net Income (Loss)** | **$579,805** | **$(3,667,397)** | **N/A** | | Diluted Earnings (Loss) per Share | $0.09 | $(0.61) | N/A | - The company experienced a **significant turnaround**, moving from a substantial operating loss in Q1 2020 to an **operating profit** in Q1 2021, primarily due to the recovery from COVID-19 pandemic impacts[9](index=9&type=chunk) [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) Consolidated Balance Sheet Highlights | Metric | May 31, 2021 | February 28, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $5,789,625 | $5,633,279 | | Total current assets | $13,267,445 | $12,776,823 | | **Total Assets** | **$25,802,627** | **$24,951,152** | | Total current liabilities | $3,617,399 | $3,780,320 | | **Total stockholders' equity** | **$19,693,531** | **$18,967,569** | [Consolidated Statements of Cash Flows](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Consolidated Cash Flow Highlights (Three Months Ended May 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $385,811 | $(1,598,042) | | Net cash used in investing activities | $(229,465) | $(46,127) | | Net cash provided by (used in) financing activities | $0 | $4,263,021 | | **Net Increase in Cash** | **$156,346** | **$2,618,852** | | Cash and Cash Equivalents, End of Period | $5,789,625 | $7,440,923 | - Cash flow from operations turned **positive** in Q1 2021, a significant improvement from the cash burn in Q1 2020. The prior year's financing activities included proceeds from long-term debt and a line of credit to manage liquidity during the pandemic[14](index=14&type=chunk) [Notes to Financial Statements](index=9&type=section&id=NOTES%20TO%20INTERIM%20(UNAUDITED)%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) - The company is an international franchisor and confectionery manufacturer with revenues from product sales, franchise fees, and company-owned stores[18](index=18&type=chunk)[19](index=19&type=chunk) - A strategic alliance with Edible Arrangements® is intended to make the company an exclusive provider of certain chocolate products, but disagreements arose in Q1 2021, with the outcome currently undeterminable[20](index=20&type=chunk) - The company initiated legal proceedings against its Canadian operator, Immaculate Confections (IC), for unauthorized use of trademarks. A court order declared the development agreement expired, and the company has removed IC's 48 locations from its store count[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - Due to the COVID-19 pandemic's impact, the company suspended its quarterly cash dividend in May 2020 to preserve cash[28](index=28&type=chunk)[53](index=53&type=chunk) - In Q1 2020, the company recorded **$545,000** in impairment expenses for goodwill, trademarks, and other long-lived assets due to the significant impact of the COVID-19 pandemic. No such impairment charges were recorded in Q1 2021[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2021's significant operational improvement to COVID-19 recovery, with revenues up 181% to $7.6 million and a shift to net income [COVID-19 Impact](index=17&type=section&id=COVID-19%20Impact) - The business was significantly disrupted by COVID-19 in the prior year, with most stores experiencing reduced operations or closures. By May 31, 2021, many stores had met or exceeded pre-pandemic sales levels, though some retail environments remain adversely impacted[83](index=83&type=chunk) - In response to the pandemic's impact, the Board of Directors suspended quarterly cash dividends starting in May 2020 to preserve cash and provide financial flexibility[84](index=84&type=chunk) [Results of Operations](index=17&type=section&id=Results%20of%20Operations) Revenue Breakdown (Three Months Ended May 31) | Revenue Source | 2021 ($ thousands) | 2020 ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Factory sales | $5,040.7 | $2,134.6 | +136.1% | | Retail sales | $789.5 | $187.6 | +320.8% | | Royalty and marketing fees | $1,707.3 | $325.2 | +425.0% | | **Total** | **$7,593.7** | **$2,702.4** | **+181.0%** | - The increase in factory sales was driven by a **281% rise** in product sales to the franchise network as stores reopened. Same-store pounds purchased by domestic franchise locations increased **11.3%** compared to the pre-pandemic period of Q1 2019[87](index=87&type=chunk)[88](index=88&type=chunk) - Royalty and marketing fees surged as most franchise locations resumed normal operations. Same-store sales at domestic franchise locations increased **14.0%** compared to the pre-pandemic period of Q1 2019[90](index=90&type=chunk) Gross Margin Analysis (Three Months Ended May 31) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Factory gross margin | 14.9% | -30.7% | | Retail gross margin | 67.5% | 50.6% | - Factory gross margin improved significantly due to a **129% increase** in production volume, which allowed fixed costs to be spread over a larger base, unlike the prior year where idle labor costs exceeded revenue[94](index=94&type=chunk) - General and administrative costs decreased by **73.4%** primarily due to lower bad debt expense and the absence of intangible asset impairment charges that were recorded in Q1 2020[99](index=99&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) - Management believes cash flows from operations and existing cash reserves will be sufficient to meet liquidity and capital needs for at least the next twelve months, following defensive measures taken in 2020 like suspending dividends and reducing expenses[105](index=105&type=chunk) - Working capital increased by **$700,000** to **$9.7 million** as of May 31, 2021, compared to February 28, 2021, due to improved operating results[106](index=106&type=chunk) - Operating activities provided **$385,811** in cash for Q1 2021, a stark contrast to the **$1,598,042** used in Q1 2020, highlighting the operational recovery[108](index=108&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[115](index=115&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including CEO and CFO, concluded disclosure controls were effective as of May 31, 2021, with no material changes to internal control over financial reporting - Based on an evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of May 31, 2021[118](index=118&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended May 31, 2021, that have materially affected, or are reasonably likely to materially affect, internal controls[119](index=119&type=chunk) [PART II. OTHER INFORMATION](index=22&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) Management believes the resolution of various legal proceedings will not materially adversely affect the company's financial condition or results - Management believes that the resolution of various legal proceedings arising in the ordinary course of business will not have a material adverse effect on the Company's financial position, results of operations or cash flows[121](index=121&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended February 28, 2021 - There have been no material changes in the company's risk factors from those disclosed in its Annual Report on Form 10-K for the fiscal year ended February 28, 2021[122](index=122&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or issuer purchases of equity securities during the period - There were no issuer purchases of equity securities during the reporting period[123](index=123&type=chunk) [Exhibits](index=23&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL data files - The exhibits filed with this report include Sarbanes-Oxley Act certifications (31.1, 32.1) and XBRL Interactive Data Files[128](index=128&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2021 OR ☐ 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 Rocky Mountain Chocolate Factory, Inc. (Exact name of registrant as specified in its c ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201%2E%20Financial%20Statements) The company's financial statements for the nine months ended November 30, 2020, reflect a **35.7% revenue decline** and a **$3.1 million net loss** due to COVID-19, despite increased cash from financing activities Consolidated Statements of Operations Highlights | Metric | Three Months Ended Nov 30, 2020 ($) | Three Months Ended Nov 30, 2019 ($) | Nine Months Ended Nov 30, 2020 ($) | Nine Months Ended Nov 30, 2019 ($) | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $7,228,867 | $7,913,252 | $15,258,706 | $23,724,521 | | **Income (Loss) from Operations** | $398,564 | $(98,174) | $(4,311,042) | $2,093,072 | | **Consolidated Net Income (Loss)** | $523,695 | $(71,637) | $(3,067,570) | $1,558,060 | | **Diluted Earnings (Loss) per Share** | $0.08 | $(0.01) | $(0.51) | $0.25 | Consolidated Balance Sheets Highlights | Metric | November 30, 2020 ($) | February 29, 2020 ($) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $7,270,921 | $4,822,071 | | **Total current assets** | $15,334,665 | $13,611,730 | | **Total Assets** | $28,281,014 | $27,817,388 | | **Line of credit** | $3,448,165 | $- | | **Total current liabilities** | $8,755,568 | $5,606,822 | | **Total stockholders' equity** | $16,687,577 | $19,355,511 | Consolidated Statements of Cash Flows Highlights (Nine Months Ended) | Metric | November 30, 2020 ($) | November 30, 2019 ($) | | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(2,012,609) | $4,031,992 | | **Net cash used in investing activities** | $198,438 | $(753,952) | | **Net cash provided by (used in) financing activities** | $4,263,021 | $(3,199,389) | | **Net Increase (Decrease) in Cash** | $2,448,850 | $78,651 | - The COVID-19 pandemic has caused significant business disruptions, including store closures and reduced operations, negatively impacting factory sales, retail sales, and royalty fees. As of November 30, 2020, approximately **43 stores had not re-opened**[26](index=26&type=chunk) - In response to the pandemic's financial impact, the Board of Directors suspended quarterly cash dividends in May 2020 to preserve cash[27](index=27&type=chunk)[59](index=59&type=chunk) - Due to the financial strain on its franchisees from COVID-19, the company significantly increased its allowance for potentially uncollectible accounts and notes receivable to **$1.88 million** at November 30, 2020, up from **$0.64 million** at February 29, 2020[134](index=134&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **35.7% nine-month revenue decline** and **$3.1 million net loss** to COVID-19 disruptions, with liquidity managed through credit line draws, PPP loans, and a resolved covenant breach - The company experienced significant business disruptions from COVID-19, leading to reduced operations at nearly all Company-owned and franchise stores. As of November 30, 2020, about **43 stores remained closed**[94](index=94&type=chunk) - To maximize liquidity during the pandemic, management took actions including drawing down its line of credit, obtaining PPP loans, reducing operating expenses, and eliminating non-essential spending[97](index=97&type=chunk) Revenue Comparison (Three Months Ended Nov 30) | Revenue Source | 2020 ($ thousands) | 2019 ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Factory sales | $5,570.4 | $5,786.3 | (3.7)% | | Retail sales | $531.4 | $704.3 | (24.5)% | | Royalty and marketing fees | $1,081.0 | $1,340.4 | (19.4)% | | **Total** | **$7,228.9** | **$7,913.3** | **(8.6)%** | Revenue Comparison (Nine Months Ended Nov 30) | Revenue Source | 2020 ($ thousands) | 2019 ($ thousands) | % Change | | :--- | :--- | :--- | :--- | | Factory sales | $11,203.7 | $15,874.7 | (29.4)% | | Retail sales | $1,214.4 | $2,460.5 | (50.6)% | | Royalty and marketing fees | $2,665.9 | $5,118.8 | (47.9)% | | **Total** | **$15,258.7** | **$23,724.5** | **(35.7)%** | - For the nine months ended Nov 30, 2020, the strategic alliance with Edible Arrangements contributed approximately **$2.1 million in revenue**, partially offsetting declines from franchisee sales and the loss of FTD as a customer[121](index=121&type=chunk) - The company drew the maximum available amount of **$3.4 million** from its credit line in March 2020. It was not in compliance with an EBITDA covenant as of November 30, 2020, but executed an amendment on December 22, 2020, to become compliant[146](index=146&type=chunk) - The company received **$1.5 million** in PPP loans under the CARES Act. In November 2020, a loan of **$108,000** was fully forgiven[147](index=147&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide the information for this item - The company is a smaller reporting company and is not required to provide the information required by this Item[155](index=155&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of November 30, 2020, with no material changes to internal control over financial reporting during the quarter - Management's evaluation concluded that the company's disclosure controls and procedures were effective as of November 30, 2020[157](index=157&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended November 30, 2020, that have materially affected, or are reasonably likely to materially affect, internal controls[158](index=158&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=30&type=section&id=Item%201%2E%20Legal%20Proceedings) The company is involved in various ordinary course legal proceedings, which management does not expect to materially adversely affect its financial condition or operations - The Company is party to various legal proceedings arising in the ordinary course of business, which management believes will not have a material adverse effect on its financial position, operations, or cash flows[159](index=159&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A%2E%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended February 29, 2020 - There have been no material changes in risk factors from those disclosed in the Annual Report on Form 10-K for the fiscal year ended February 29, 2020[160](index=160&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no issuer purchases of equity securities during the period - There were no issuer purchases of equity securities during the reporting period[161](index=161&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203%2E%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[162](index=162&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204%2E%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[163](index=163&type=chunk) [Other Information](index=31&type=section&id=Item%205%2E%20Other%20Information) The company reported no other information for this item - None[164](index=164&type=chunk) [Exhibits](index=32&type=section&id=Item%206%2E%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications pursuant to the Sarbanes-Oxley Act and XBRL data files - The report includes exhibits such as the Amended and Restated Certificate of Incorporation, the 2007 Equity Incentive Plan, Sarbanes-Oxley Act certifications, and XBRL data files[168](index=168&type=chunk) Signatures - The report was signed on January 13, 2021, by Bryan J. Merryman, serving as Chief Executive Officer, Chief Financial Officer, Treasurer, and Chairman of the Board of Directors[172](index=172&type=chunk)