Baristas Coffee Company, Inc. (BCCI)

[BobSinCA]

BMOC in the 10-K is also interesting.

The company recognized $75K in initial franchise revenues, which (per the 10-K)

are recognized upon opening of a restaurant or granting of a new franchise term, which is when the Company has performed substantially all initial services required by the franchise arrangement.

It is great that franchising revenues are being shown separately; but, for those who read the company filings and PRs, the fact that BCCI even had a franchise agreement in place with BMOC at the end of 2014 comes as a shock. From page 3 of the Form 10-12G/A filed in November, 2014, the last 2014 public announcement about BMOC:

BCCI had negotiated an Operating Agreement with BMOC USA Partners, LLP, providing Master Franchise Rights to BMOC in the states of NJ, PA, OH, IN, IL, MI, WI, and MN....The parties mutually agreed to not pursue this agreement with BMOC, and neither party has any further obligations as of the date of this filing.

This feels like an SEC disclosure problem to me: after initially being told about the agreement in May in a PR, the public is told in November in a filing that the BMOC agreement is no longer in place, yet it is sufficiently in place by year end -- without public disclosure -- that the company and its auditors believe it can take Q4 revenue on initial franchises!

BTW, to add to the confusion (but confirming BCCI's lack of 'attention to detail'), the above quotation about BMOC is repeated on page two of the new 10-K. That is, the just published 10-K again states that the parties agreed not to pursue the (8 state master franchise) agreement. My assumption is that a new agreement was signed absent Pavilion 117, but not easily discerned from the filings.

Perhaps more importantly for shareholders, there is still no knowledge of the details of a current BMOC agreement. The company felt that the initial -- subsequently cancelled -- agreement was significant enough to publish in the initial Form 10-12G/A, but it has not published the revised agreement, royalty details of which are CRITICAL to assessing the value of current BMOC franchising activities to the company since initial franchise fees are forecasted to have only nominal P&L impact.

It is potentially good news that that the company forecasts revenue for 10 franchises over the next 12 months, 3 more than shown in prior filings after taking Q4 revenue into effect. Or was it an oversight not to reduce the forecast to 7? Rookie, perhaps Mr. Henthorn will provide illumination for you on this matter as he did with the prior confusion on store count.