10-Q 1 e10-q.txt FORM 10-Q FOR QUARTER ENDED MAY 31, 2000 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2000 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 0-14749 Rocky Mountain Chocolate Factory, Inc. (Exact name of registrant as specified in its charter) Colorado (State of incorporation) 84-0910696 (I.R.S. Employer Identification No.) 265 Turner Drive, Durango, CO 81301 (Address of principal executive offices) (970) 259-0554 (Registrant's telephone number, including area code) Indicate by checkmark 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 X No . --- --- On July 6, 2000 the registrant had outstanding 1,956,784 shares of its common stock, $.03 par value. The exhibit index is located on page 14. 1 2 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. FORM 10-Q TABLE OF CONTENTS
Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3-5 Statements of Income 3 Balance Sheets 4 Statements of Cash Flows 5 Notes to Interim Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 13
2 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. STATEMENTS OF INCOME
Three Months Ended May 31, 2000 1999 REVENUES Sales $ 4,429,953 $ 4,793,676 Franchise and royalty fees 807,720 795,854 Total revenues 5,237,673 5,589,530 COSTS AND EXPENSES Cost of sales 2,260,787 2,536,494 Franchise costs 259,789 225,696 Sales and marketing 287,740 337,786 General and administrative 452,767 416,798 Retail operating 1,153,265 1,359,670 Depreciation and amortization 327,266 403,205 Total costs and expenses 4,741,614 5,279,649 INCOME FROM OPERATIONS 496,059 309,881 OTHER INCOME (EXPENSE) Cost of unsolicited tender offer - (6,856) Interest expense (148,859) (154,690) Interest income 9,969 12,248 Other, net (138,890) (149,298) INCOME BEFORE INCOME TAXES 357,169 160,583 PROVISION FOR INCOME TAXES 138,225 62,150 NET INCOME $ 218,944 $ 98,433 BASIC AND DILUTED EARNINGS PER COMMON SHARE $ .10 $ .04 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 2,243,913 2,599,599 DILUTIVE EFFECT OF EMPLOYEE STOCK OPTIONS 13,837 3,590 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, ASSUMING DILUTION 2,257,750 2,603,189
The accompanying notes are an integral part of these financial statements. 3 4 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. BALANCE SHEETS
May 31, February 29, ASSETS 2000 2000 CURRENT ASSETS Cash and cash equivalents $ 215,825 $ 128,192 Accounts and notes receivable, less allowance for doubtful accounts of $139,912 2,217,454 2,194,325 Refundable income taxes 63,041 76,689 Inventories 3,219,385 3,084,392 Deferred income taxes 188,999 188,999 Other 206,865 87,785 Total current assets 6,111,569 5,760,382 PROPERTY AND EQUIPMENT, NET 8,251,209 8,976,014 OTHER ASSETS Accounts and notes receivable 97,485 55,343 Goodwill, less accumulated amortization of $623,073 and $584,397 1,238,927 1,277,603 Other 498,274 370,514 Total other assets 1,834,686 1,703,460 Total assets $16,197,464 $16,439,856 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 1,905,655 $ 1,930,700 Line of credit 1,875,000 75,000 Accounts payable 1,040,969 1,055,910 Accrued salaries and wages 582,271 653,209 Other accrued expenses 544,458 456,300 Total current liabilities 5,948,353 4,171,119 LONG-TERM DEBT, LESS CURRENT MATURITIES 4,313,399 3,773,851 DEFERRED INCOME TAXES 61,797 61,797 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock, $.03 par value, 7,250,000 shares authorized, 1,956,784 and 2,599,599 issued and outstanding 58,704 71,606 Additional paid-in capital 3,114,537 5,879,753 Retained earnings 2,909,420 2,690,476 Less notes receivable from employees and directors (208,746) (208,746) Total stockholders' equity 5,873,915 8,433,089 Total liabilities and stockholders' equity $16,197,464 $16,439,856
The accompanying notes are an integral part of these financial statements. 4 5 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. STATEMENTS OF CASH FLOWS
Three Months Ended May 31, 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 218,944 $ 98,433 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 327,266 403,205 (Gain) loss on sale of property and equipment 90 (8,367) Changes in operating assets and liabilities: Accounts and notes receivable (65,271) 298,619 Refundable income taxes 13,648 60,397 Inventories (134,993) 447,176 Other assets (119,080) (94,459) Accounts payable (14,941) (133,119) Accrued liabilities (38,780) (81,039) Net cash provided by operating activities 186,883 990,846 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of assets 676,850 231,500 Purchases of property and equipment (223,835) (140,362) (Increase) decrease in other assets (57,400) 3,631 Net cash provided by investing activities 395,615 94,769 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt 1,093,240 - Payments on long-term debt (578,737) (530,916) Proceeds from line of credit 3,670,000 1,225,000 Payments on line of credit (1,870,000) (2,025,000) Repurchase of stock (2,840,618) (8,644) Proceeds from exercise of stock options 31,250 - Net cash used in financing activities (494,865) (1,339,560) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 87,633 (253,945) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 128,192 317,155 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 215,825 $ 63,210
The accompanying notes are an integral part of these financial statements. 5 6 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. NOTES TO INTERIM FINANCIAL STATEMENTS NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations The Company is a retail operator and international franchiser. The Company is also a manufacturer of an extensive line of premium chocolate candy for sale to its franchised and Company-owned Rocky Mountain Chocolate Factory stores located throughout the United States and in Guam, Canada and the United Arab Emirates. The majority of the Company's revenues are generated from wholesale and retail sales of candy. The balance of the Company's revenues are generated from royalties and marketing fees, based on a franchisee's monthly gross sales, and from franchise fees, which consist of fees earned from the sale of franchises. Basis of Presentation The accompanying 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. The statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and Securities and Exchange Commission regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the 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. The results of operations for the three months ended May 31, 2000 are not necessarily indicative of the results to be expected for the entire fiscal year. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended February 29, 2000. NOTE 2 - 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 stock options. NOTE 3 - INVENTORIES Inventories consist of the following:
May 31, 2000 February 29, 2000 Ingredients and supplies $ 1,351,943 $ 1,490,813 Finished candy 1,867,442 1,593,579 $ 3,219,385 $ 3,084,392
6 7 NOTE 4 - PROPERTY AND EQUIPMENT, NET Property and equipment consists of the following:
May 31, 2000 February 29, 2000 Land $ 513,618 $ 513,618 Building 3,695,271 3,681,808 Machinery and equipment 7,269,496 7,590,205 Furniture and fixtures 1,902,580 2,127,282 Leasehold improvements 1,463,105 1,611,785 Transportation equipment 205,539 199,639 15,049,609 15,724,337 Less accumulated depreciation 6,798,400 6,748,323 Property and equipment, net $ 8,251,209 $ 8,976,014
NOTE 5 - STOCKHOLDERS' EQUITY On March 21, 2000, the Company commenced a tender offer to acquire shares of its common stock. Pursuant to the tender offer, which was completed on May 1, 2000, the Company acquired 447,595 shares of its issued and outstanding common stock at a purchase price of $6.25 per share. Between December 22, 1999 and February 7, 2000, the Company repurchased 213,470 shares of its issued and outstanding common stock on the open market at an average price of $5.48 per share. On May 15, 1998, certain of the Company's directors and executive officers purchased 104,000 shares of the Company's issued and outstanding common stock at $5.15 per share from La Salle National Bank of Chicago, Illinois, which obtained these shares through foreclosure from certain shareholders unrelated to any transactions of the Company. The Company loaned certain officers and directors the funds to acquire 40,000 of the 104,000 shares purchased by them. The loans are secured by the related shares, bear interest payable annually at 7.5% and are due May 15, 2003. NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION
Three Months Ended May 31, 2000 1999 Interest paid $ 136,436 $ 159,501 Income taxes paid 88,141 1,753
7 8 NOTE 7 - OPERATING SEGMENTS The Company classifies its business interests into three reportable segments: Franchising, Retail stores and Manufacturing. The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 to the Company's financial statements included in the Company's annual report on Form 10-K for the year ended February 29, 2000. 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 intersegment 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 Franchising Manufacturing Retail Other Total May 31, 2000 Total revenues 807,720 2,947,759 1,999,027 - 5,754,506 Intersegment revenues - (516,833) - - (516,833) Revenue from external customers 807,720 2,430,926 1,999,027 - 5,237,673 Segment profit (loss) 341,616 826,061 (169,349) (641,159) 357,169 Total assets 834,235 9,161,686 4,083,310 2,118,233 16,197,464 Capital expenditures 5,373 82,014 114,622 21,826 223,835 Total depreciation & amortization 24,214 118,110 135,441 49,501 327,266 Three Months Ended May 31, 1999 Total revenues 795,854 2,814,849 2,500,173 - 6,110,876 Intersegment revenues - (521,346) - - (521,346) Revenue from external customers 795,854 2,293,503 2,500,173 - 5,589,530 Segment profit (loss) 316,628 593,275 (138,323) (610,997) 160,583 Total assets 871,502 8,310,487 5,696,892 2,317,934 17,196,815 Capital expenditures 25,508 47,266 4,116 63,472 140,362 Total depreciation & amortization 46,732 131,084 177,486 47,903 403,205
NOTE 8 - STORE SALES In connection with the Company's plans to begin phasing out its Company-owned stores, the Company completed the sale of three Company-owned stores for sales proceeds of approximately $675,000 and gain of approximately $437,000. Additionally, the Company recorded a write-down of the carrying value of certain long-lived assets at Company-owned stores of approximately $441,000. 8 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with the unaudited financial statements and related notes of the Company included elsewhere in this report. This Management's Discussion and Analysis of Financial Condition and Results of Operations and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements that involve risks and uncertainties. The Company's ability to successfully achieve expansion of its Rocky Mountain Chocolate Factory franchise system depends on many factors not within the Company's control including the availability of suitable sites for new store establishment and the availability of qualified franchisees to support such expansion. Efforts to reverse the decline in same store pounds purchased from the factory by franchised stores and to increase total factory sales depend on many factors not within the Company's control including the receptivity of its franchise system and of customers in potential new distribution channels to its product introductions and promotional programs. As a result, the actual results realized by the Company could differ materially from the results discussed in or contemplated by the forward-looking statements made herein. Words or phrases such as "will," "anticipate," "expect," "believe," "intend," "estimate," "project," "plan" or similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements made in this Quarterly Report on Form 10-Q. Results of Operations THREE MONTHS ENDED MAY 31, 2000 COMPARED TO THE THREE MONTHS ENDED MAY 31, 1999 Net income was $218,900 for the three months ended May 31, 2000, or $.10 per share, versus $98,400, or $.04 per share, for the three months ended May 31, 1999. Revenues
Three Months Ended May 31, % ($'s in thousands) 2000 1999 Change Change Factory sales $ 2,431.0 $ 2,293.5 137.5 6.0% Retail sales 1,999.0 2,500.2 (501.2) (20.0%) Franchise fees 90.4 69.0 21.4 31.0% Royalty and Marketing fees 717.3 726.8 (9.5) (1.3%) Total 5,237.7 $ 5,589.5 (351.8) (6.3%)
Factory Sales Factory sales increased $137,500, or 6.0%, to $2.4 million in the first quarter of fiscal 2001, compared to $2.3 million in the first quarter of fiscal 2000. This was due primarily to increased sales to franchisees. Sales to franchisees grew due to an increase in the number of franchisees in the first quarter of fiscal 2001 relative to the first quarter of fiscal 2000. This increase was partially offset by a decrease in same store pounds purchased from the factory by franchised stores of 1.2% in the first quarter of fiscal 2001 compared to the first quarter of fiscal 2000. 9 10 Retail Sales Retail sales decreased $501,000, or 20%, to $2.0 million in the first quarter of fiscal 2001, compared to $2.5 million in the first quarter of fiscal 2000. This decrease resulted from a decrease in the average number of stores in operation in the first quarter of fiscal 2001 (32) versus the same period last year (40) and a decrease in comparable store sales of 8.1%. Slower sales of Beanie Babies and related products in the children's/novelty section of the retail stores contributed significantly to the decrease in comparable store sales. Royalties, Marketing Fees and Franchise Fees Royalties and marketing fees decreased $10,000, or 1.3%, to $717,000 in the first quarter of fiscal 2001, compared to $727,000 in the first quarter of fiscal 2000. This decrease resulted from a decrease in same store sales at franchised stores of approximately 6.5%. Slower sales of Beanie Babies and related products in the children's/novelty section of the retail stores contributed significantly to the decrease in comparable store sales. Franchise fee revenues increased in the first quarter of fiscal 2001 due to an increase in the number of franchises sold versus the first quarter of fiscal 2000. Costs and Expenses Cost of Sales Cost of sales as a percentage of sales decreased to 51.0% in the first quarter of fiscal 2001 from 52.9% in the first quarter of fiscal 2000. This improvement resulted from increased factory margins. Factory margins increased to 41.7% in the first quarter of fiscal 2001 from 35.3% in the first quarter of fiscal 2000. This improvement was due to certain changes to the Company's manufacturing processes and cost structure. Company-owned store margins for the first quarter of 2001 were consistent with the first quarter of fiscal 2000. Franchise Costs Franchise costs increased 15.1% from $226,000 in the first quarter of fiscal 2000 to $260,000 in the first quarter of fiscal 2001. As a percentage of total royalty and marketing fees and franchise fee revenue, franchise costs increased to 32.1% in the first quarter of fiscal 2001 from 28.4% in the first quarter of fiscal 2000. This increase as a percentage of royalty, marketing and franchise fees is primarily a result of increased franchise support costs and, to a lesser extent, a 1.3% decrease in income from franchise fees and royalty and marketing fees. Sales and Marketing Sales and Marketing decreased 14.8% to $288,000 in the first quarter of fiscal 2001 from $338,000 in the first quarter of fiscal 2000. This decrease is due to more focused new channel sales efforts and an overall planned decrease in sales and marketing costs. General and Administrative General and administrative expenses increased 8.6% to $453,000 in the first quarter of fiscal 2001 from $417,000 in the first quarter of fiscal 2000. As a percentage of total revenues, general and administrative expenses increased to 8.6% in fiscal 2001 compared to 7.5% in fiscal 2000. This increase, as a percentage of total revenues, resulted from increased general and administrative costs and a 6.3% decrease in total revenues. 10 11 Retail Operating Expenses Retail operating expenses decreased from $1.36 million in the first quarter of fiscal 2000 to $1.15 million in the first quarter of fiscal 2001, representing a decrease of 15.2%. This decrease was due primarily to a decrease in the average number of stores open during the first quarter of fiscal 2001 (32) versus the first quarter of fiscal 2000 (40). Retail operating expenses, as a percentage of retail sales, increased from 54.4% in the first quarter of fiscal 2000 to 57.7% in the first quarter of fiscal 2001 due to the decrease in same store sales of 8.1%. Depreciation and Amortization Depreciation and amortization decreased 18.8% to $327,000 in the first quarter of fiscal 2001 from $403,000 in the first quarter of fiscal 2000. The decrease in depreciation and amortization is due primarily to lower depreciation expense as a result of fewer Company-owned stores and fewer fixtures used in outside channels. Other Expense Other expense of $139,000 incurred in the first quarter of fiscal 2001 represents 7.0% decline from the $149,000 incurred in the first quarter of fiscal 2000 due primarily to non-recurring costs of approximately $7,000 in fiscal 2000 related to the unsolicited tender offer for 100% of the Company's outstanding common stock by Whitman's Candies, Inc., which commenced in May 1999 and was withdrawn on November 4, 1999 and lower interest expense on lower average outstanding amounts of long-term debt. Income Tax Expense The Company's effective income tax rate in the first quarter of fiscal 2001 was 38.7%, which is approximately the same rate as the first quarter of fiscal 2000. LIQUIDITY AND CAPITAL RESOURCES As of May 31, 2000 working capital was $163,000, compared with $1.59 million as of February 29, 2000, a decrease of $1.43 million. The decrease in working capital was due to increased short-term borrowings, the proceeds of which were used to purchase shares of the Company's common stock. Cash and cash equivalent balances increased from $128,000 as of February 29, 2000 to $216,000 as of May 31, 2000 as a result of cash flows generated by investing and operating activities in excess of cash flows used by financing activities. The Company's current ratio was 1.03 to 1 at May 31, 2000 in comparison with 1.38 to 1 at February 29, 2000. The Company's long-term debt is comprised primarily of a real estate mortgage facility used to finance the Company's factory expansion (unpaid balance as of May 31, 2000 of $1.9 million), and chattel mortgage notes (unpaid balance as of May 31, 2000 of $4.3 million) used to fund the fiscal 1996 and 1997 Company-owned store expansion and improve and automate the Company's factory infrastructure. The Company has a $3.0 million ($1.1 million available as of May 31, 2000) working capital line of credit collateralized by substantially all of the Company's assets with the exception of the Company's retail store assets. The line is subject to renewal in July, 2001. The Company believes cash flows generated by operating activities and available financing will be sufficient to fund the Company's operations at least through the end of fiscal 2001. 11 12 YEAR 2000 MATTERS In prior years, the Company discussed the nature and progress of its plans to become year 2000 ready. In late 1999, the Company completed remediation and testing of its technology systems. As a result of those planning and implementation efforts, the Company has experienced no significant disruptions in mission critical information technology and non-information technology systems as of May 15, 2000 and believes those systems successfully responded to the Year 2000 date change. The Company expensed less than $50,000 during fiscal 2000 in connection with remediating its systems. The Company is not aware of any material problems resulting from Year 2000 issues, either with its products, its internal systems, or the products and services of third parties. The Company will continue to monitor its mission critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure that any latent year 2000 matters that may arise are addressed promptly. IMPACT OF INFLATION Inflationary factors such as increases in the costs of ingredients and labor directly affect the Company's operations. Most of the Company's leases provide for cost-of-living adjustments and require the Company to pay taxes, insurance and maintenance expenses, all of which are subject to inflation. Additionally the Company's future lease costs for new facilities may include potentially escalating costs of real estate and construction. There is no assurance that the Company will be able to pass on increased costs to its customers. Depreciation expense is based on the historical cost to the Company of its 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 The Company is subject to seasonal fluctuations in sales, which cause fluctuations in quarterly results of operations. Historically, the strongest sales of the Company's products have occurred during the Christmas holiday and summer vacation seasons. 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 the Company's 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 The Company does not engage in commodity futures trading or hedging activities and does not enter into derivative financial instrument transactions for trading or other speculative purposes. The Company also does not engage in transactions in foreign currencies or in interest rate swap transactions that could expose the Company to market risk. However, the Company is exposed to some commodity price and interest rate risks. 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. 12 13 As of May 31, 2000, approximately $562,000 of the Company's long-term debt was subject to a variable interest rate. The Company also has a $3.0 million bank line of credit that bears interest at a variable rate. As of May 31, 2000, $1.9 million was outstanding under the line of credit. The Company does not believe that it is exposed to any material interest rate risk related to its long-term debt or the line of credit. The Chief Financial Officer and Chief Operating Officer of the Company has primary responsibility over the Company's long-term and short-term debt and for determining the timing and duration of commodity purchase contracts and negotiating the terms and conditions of those contracts. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is not currently involved in any legal proceedings that are material to the Company's business or financial condition. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K A. Exhibits 27.1 Financial Data Schedule for the three months ended May 31, 2000. B. Reports on Form 8-K None 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: July 12, 2000 /s/ Bryan J. Merryman ------------------------------------------------ Bryan J. Merryman, Chief Operating Officer, Chief Financial Officer, Treasurer and Director 13 14 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 27.1 Financial Data Schedule for the three months ended May 31, 2000.