8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2004

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

(Exact name of registrant as specified in is charter)

Colorado
(State or other jurisdiction
of incorporation) 0-14749
(Commission
File Number) 84-0910696
(IRS Employer
Identification No.)

265 Turner Drive
Durango, Colorado 81303
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (970) 259-0554

TABLE OF CONTENTS

	Item 12. Results of Operations and Financial Condition.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
Press Release

Item 12. Results of Operations and Financial Condition.

     The Company has issued a press release for the three months ending May 31, 2004. The press release includes information regarding results of operations and financial condition for the quarter.

Item 7. Financial Statements and Exhibits.

(c)	Exhibits
	Item	Exhibit
	99.1	Press Release, dated June 30, 2004.

2

SIGNATURE

     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.
Date: June 30, 2004	By:	/s/ Bryan J. Merryman
		Bryan J. Merryman, Chief Operating Officer, Chief Financial Officer, Treasurer and Director

3

INDEX TO EXHIBITS

Item
Number		Exhibit
	99.1	Press Release, dated June 30, 2004

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FIRST QUARTER EARNINGS RISE 55 PERCENT AT ROCKY MOUNTAIN
CHOCOLATE FACTORY, INC.

DURANGO, Colorado (June 30, 2004) — Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF), which franchises gourmet chocolate and confection stores and manufactures an extensive line of premium chocolates and other confectionery products, today reported higher revenues and earnings for the first quarter of FY2005.

“We are pleased to report record earnings for the first quarter of our new fiscal year,” stated Bryan Merryman, Chief Financial Officer and Chief Operating Officer of Rocky Mountain Chocolate Factory, Inc. “All of what we believe to be our key business measures, comparable-store sales, same store pounds purchased, and new franchised unit sales and openings, performed well during the quarter. Due primarily to a reduction in excess inventory, we had better utilization of our manufacturing facilities in Durango versus the same quarter last year. Factory gross profit margins improved 520 basis points to 36.1 percent of total revenues in the most recent quarter, compared with 30.9 percent in the prior-year quarter. As a result, revenues were up 20 percent, net income increased 55 percent, and diluted earnings per share rose 44 percent when compared with the prior-year period. Purchases of confectionery products by franchisees from our factory also reflected positive trends.”

For the three months ended May 31, 2004, revenues increased 20.3 percent to $4.7 million, compared with $3.9 million in the first quarter of the previous fiscal year. Comparable-store sales at franchised retail locations increased 5.1 percent, and purchases of confectionery products from the Company by franchised stores increased 6.6% on a same-store basis, when compared with the first quarter of FY2004, due to an increase in customer traffic in retail venues where Rocky Mountain Chocolate Factory stores are located. The Company believes this increase in customer traffic reflects a strengthening in the U.S. economy in recent months.

Net earnings for the first quarter of FY2005 increased 55.3 percent to a record $592,000, compared with $381,000 in the prior-year period. Basic earnings per share increased 55.6 percent to a record $0.14, compared with $0.09 in the first quarter of FY2004. Diluted earnings per share increased 44.4 percent to a record $0.13, versus $0.09 in the prior-year period.

“Our franchisees opened eight new stores during the most recent quarter, in Aurora, Illinois; Beavercreek, Ohio; Cincinnati (Rookwood Commons), Ohio; Gastonia, North Carolina; Roanoke, Virginia; Sacramento (Country Club Plaza), California; Victorville, California; and Edmonton (International Airport), Alberta,” continued Merryman. “The locations in Gastonia, South Carolina and Sacramento, California represent our eleventh and twelfth ‘kiosk’ units. We continue to be very pleased with the performance of the new store design and the ‘kiosk’ concept in regional shopping mall environments.”

“We expect franchisees to open 35 to 40 new retail units in the current fiscal year, which would represent a 9 to 11 percent increase in the size of our franchisee store network. If our key business measures remain strong, and if current economic and business trends remain the same, we believe that earnings for the fiscal year ending February 28, 2005 should increase by 20 to 25 percent.”

The Company will host a conference call Wednesday, June 30, 2004 at 4:15 p.m. EDT to discuss first quarter results in greater detail and the outlook for the balance of Fiscal 2005. The dial-in number for the conference call is 800-915-4836 (international/local participants dial 973-317-5319). Parties interested in participating in the conference call should dial in approximately five minutes prior to 4:15 PM EST. The call will also be broadcast live on the Internet at http://www.firstcallevents.com/service/ajwz407608147gf12.html. A replay of the call will be available through July 7, 2004 by dialing 800-428-6051 or for international callers by dialing 973-709-2089, the replay Access Code is 362774. The call will also be archived through September 7, 2004 at http://www.firstcallevents.com/service/ajwz407608147gf12.html.

Rocky Mountain Chocolate Factory, Inc., headquartered in Durango, Colorado, is an international franchiser of gourmet chocolate and confection stores and a manufacturer of an extensive line of premium chocolates and other confectionery products. As of June 25, 2004, the Company and its franchisees operated 267 stores in 39 states, Canada, Guam and the United Arab Emirates. The Company’s common stock is listed on The Nasdaq National Market under the symbol “RMCF”.

This press release contains forward-looking information that involves risks and uncertainties, and the Company undertakes no obligation to update any forward-looking information. Risks and uncertainties that could cause actual results to differ materially include, without limitation, seasonality, consumer interest in the Company’s products, general economic conditions, consumer trends, costs and availability of raw materials, competition, the effect of government regulations, and other risks. Readers are referred to the Company’s periodic reports filed with the SEC, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The information contained in this press release is a statement of the Company’s present intentions, beliefs or expectations and is based upon, among other things, the existing business environment, industry conditions, market conditions and prices, the economy in general and the Company’s assumptions. The Company may change its intentions, beliefs or expectations at any time and without notice, based upon any changes in such factors, in its assumptions or otherwise. The cautionary statements contained or referred to in this press release should be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue.

For Further Information, Contact Bryan J. Merryman COO/CFO (970) 259-0554

STORE INFORMATION

	New stores opened
	during the first
	quarter ended		Stores open as of
	May 31, 2004		May 31, 2004
United States:
		7		228
Franchised Stores		—		8
Company-owned Stores
		7		236
International Licensed Stores		1		30
Total		8		266

STATEMENTS OF INCOME
(in thousands, except per share data)

	Three Months Ended May 31,						Three Months Ended May 31,
	2004			2003			2004		2003
Revenues
Factory sales	$	3,032		$	2,571		64.2	%	65.5	%
Royalty and marketing fees		1,000			812		21.1	%	20.7	%
Franchise fees		142			147		3.0	%	3.7	%
Retail sales		551			397		11.7	%	10.1	%
Total revenues		4,725			3,927		100.0	%	100.0	%
Costs and Expenses
Cost of sales		2,145			1,926		45.4	%	49.0	%
Franchise costs		295			247		6.2	%	6.3	%
Sales and marketing		275			254		5.8	%	6.5	%
General and administrative		509			430		10.8	%	11.0	%
Retail operating		347			236		7.3	%	6.0	%
Depreciation and amortization		201			201		4.3	%	5.1	%
Total costs and expenses		3,772			3,294		79.8	%	83.9	%
Income from Operations		953			633		20.2	%	16.1	%
Other Income (Expense)
Interest expense		(27	)		(43	)	(0.6	%)	(1.1	%)
Interest income		26			23		0.5	%	0.6	%
Other, net		(1	)		20		(0.1	%)	(0.5	%)
Income Before Income Taxes		952			613		20.1	%	15.6	%
Provision for Income Taxes		360			232		7.6	%	5.9	%
Net Income		592			381		12.5	%	9.7	%
Basic Earnings per Common Share	$	0.14		$	0.09
Diluted Earnings per Common Share	$	0.13		$	0.09
Weighted Average Common Shares Outstanding		4,287			4,147
Dilutive Effect of Employee Stock Options		310			252
Weighted Average Common Shares Outstanding, Assuming Dilution		4,597			4,399

SELECTED BALANCE SHEET DATA
(in thousands)

	May 31, 2004		February 29, 2004
Current Assets	$	9,346	$	10,229
Total assets	$	17,121	$	17,967
Current Liabilities	$	3,081	$	3,836
Long-Term Debt, Less Current Maturities	$	1,754	$	1,986
Stockholders’ Equity	$	11,730	$	11,590