ROCKY MOUNTAIN CHOCOLATE FACTORY INC
10-Q, 1996-07-11
SUGAR & CONFECTIONERY PRODUCTS
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<PAGE>

              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, 1996

 / /     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 small business issuer as specified in its charter)

COLORADO                                                       84-0910696
(State or other jurisdiction of                            (I.R.S. Employer
incorporation of organization)                            Identification No.)

265 TURNER DRIVE, DURANGO, CO                                 81301
(Address of principal executive offices)                   (Zip Code)

                                  (303) 259-0554
                 (Issuer's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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    .
   ----   ---- 

At July 5, 1996 there were 2,905,149 shares of common stock outstanding.

              This document contains 17 pages including exhibits.
                   The exhibit index is located on page 15.


<PAGE>

                    ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                 FORM 10-Q FOR THE QUARTER ENDED May 31, 1996

                               TABLE OF CONTENTS
                                                                    PAGE 
                                                                    ---- 
PART I.   FINANCIAL INFORMATION

   Item 1.   Financial Statements...................................  3

   Item 2.   Management's Discussion and Analysis of
             Financial Condition and Results of Operations..........  9

PART II.   OTHER INFORMATION

   Item 6.   Exhibits and Reports on Form 8-K....................... 15






















                                     2 

<PAGE>

                        PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        INDEX TO FINANCIAL STATEMENTS

                                                                    PAGE NO. 
                                                                    -------- 
Financial Statements

Balance Sheets - May 31, 1996 (unaudited) and February 29, 1996.......  4 

Statements of Income - Three-month periods ended May 31, 1996 
 (unaudited) and May 31, 1995 (unaudited).............................  6 

Statements of Cash Flows
  Three-month periods ended May 31, 1996 (unaudited) and May 31, 
   1995 (unaudited)...................................................  7 




















                                      3 

<PAGE>


                   ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                               BALANCE SHEETS

                                                MAY 31,      FEBRUARY 29, 
                                                 1996           1996      
                                             -----------     ------------ 
            ASSETS                             (UNAUDITED)

CURRENT ASSETS
   Cash and cash equivalents                  $  921,505      $  528,787 
   Accounts and notes receivable -  
    trade, less allowance for doubtful
    accounts of $43,196 at May 31 and 
    $28,196 at February 29                     1,602,582       1,463,901 
   Inventories                                 2,748,788       2,504,908 
   Deferred tax asset                             59,219          59,219 
   Other                                         581,508         224,001 
                                             -----------     ----------- 
      Total current assets                     5,913,602       4,780,816 

PROPERTY AND EQUIPMENT - AT COST
   Land                                          122,558         122,558 
   Building                                    3,558,692       3,596,905 
   Leasehold improvements                      1,989,375       1,753,165 
   Machinery and equipment                     5,533,366       4,898,174 
   Furniture and fixtures                      2,578,546       2,330,057 
   Transportation equipment                      228,259         228,816 
                                             -----------     ----------- 
                                              14,010,796      12,929,675 

   Less accumulated depreciation and 
    amortization                              (2,744,388)     (2,468,084)
                                             -----------     ----------- 
                                              11,266,408      10,461,591 
OTHER ASSETS
   Notes and accounts receivable due
    after one year                               100,206         111,588 

   Goodwill, net of accumulated amortization 
    of $259,641 at May 31 and $253,740 at 
    February 29                                  330,359         336,260 
   Other                                         574,130         624,185 
                                             -----------     ----------- 
                                               1,004,695       1,072,033 
                                             -----------     ----------- 
                                             $18,184,705     $16,314,440 
                                             -----------     ----------- 
                                             -----------     ----------- 

         The accompanying notes are an integral part of these statements.


                                       4 

<PAGE>

                      ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                           BALANCE SHEETS - CONTINUED

                                                MAY 31,      FEBRUARY 29, 
                                                 1996           1996      
                                             -----------     ------------ 
        LIABILITIES AND EQUITY               (UNAUDITED) 

CURRENT LIABILITIES
   Short-term debt                            $        -      $1,000,000 
   Current maturities of long-term debt          429,562         134,538 
   Accounts payable - trade                    1,279,455         998,520 
   Accrued compensation                          530,181         335,926 
   Accrued liabilities                           184,292         214,460 
   Income taxes payable                           11,198          54,229 
                                             -----------     ----------- 
      Total current liabilities                2,434,688       2,737,673 

LONG-TERM DEBT, less current maturities        4,193,290       2,183,877 

DEFERRED INCOME TAXES                            275,508         275,508 

COMMITMENTS AND CONTINGENCIES                          -               - 

STOCKHOLDERS' EQUITY

   Common stock - authorized 7,250,000 
    shares, $.03 par value; issued 
    3,034,302 shares  at May 31 and at 
    February 29                                   91,029          91,029 

   Additional paid-in capital                  9,703,985       9,703,985 
   Retained earnings                           2,502,104       2,338,267 
                                             -----------     ----------- 
                                              12,297,118      12,133,281 

   Less common stock held in treasury,
    at cost - 129,153 shares at May 31
    and at February 29                         1,015,899       1,015,899 
                                             -----------     ----------- 
                                              11,281,219      11,117,382 
                                             -----------     ----------- 
                                             $18,184,705     $16,314,440 
                                             -----------     ----------- 
                                             -----------     ----------- 


     The accompanying notes are an integral part of these statements.


                                      5 




<PAGE>

                   ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                            STATEMENTS OF INCOME
                                (unaudited)

                                                  THREE-MONTH PERIODS ENDED   
                                                 ---------------------------- 
                                                 MAY 31, 1996    MAY 31, 1995 
                                                 ------------    ------------ 
REVENUES
   Sales of chocolate                             $4,259,854      $3,023,797 
   Franchise and royalty fees                        703,039         695,982 
                                                  ----------      ---------- 
                                                   4,962,893       3,719,779 
                                                  ----------      ---------- 

COSTS AND EXPENSES
   Cost of chocolate sales                         2,103,925       1,611,530 
   Franchise costs                                   485,467         449,533 
   General and administrative                        414,058         347,460 
   Retail operating expenses                       1,621,956         828,166 
                                                  ----------      ---------- 
                                                   4,625,406       3,236,689 
                                                  ----------      ---------- 
      Operating income                               337,487         483,090 

OTHER INCOME (EXPENSE)
   Interest expense                                  (85,214)        (61,838)
   Interest income                                    10,714           7,022 
                                                  ----------      ---------- 
                                                     (74,500)        (54,816)
                                                  ----------      ---------- 

INCOME BEFORE INCOME TAX EXPENSE                     262,987         428,274 

INCOME TAX EXPENSE
   Provision for income taxes                         99,150         160,603 
                                                  ----------      ---------- 

INCOME ALLOCABLE TO COMMON STOCKHOLDERS           $  163,837      $  267,671 
                                                  ----------      ---------- 
                                                  ----------      ---------- 

PRIMARY INCOME
   PER COMMON AND EQUIVALENT SHARE                $      .06      $      .10 
                                                  ----------      ---------- 
                                                  ----------      ---------- 

   Weighted average and equivalent shares          2,946,912       2,739,248 
                                                  ----------      ---------- 
                                                  ----------      ---------- 
FULLY DILUTED INCOME
  PER COMMON AND EQUIVALENT SHARE                 $      .06      $      .10 
                                                  ----------      ---------- 
                                                  ----------      ---------- 
   Weighted average and equivalent shares          2,950,554       2,748,224 
                                                  ----------      ---------- 
                                                  ----------      ---------- 


      The accompanying notes are an integral part of these statements.

                                      6 

<PAGE>

                    ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                           STATEMENTS OF CASH FLOWS
                                  (unaudited)

                                                  THREE-MONTH PERIODS ENDED   
                                                 ---------------------------- 
                                                 MAY 31, 1996    MAY 31, 1995 
                                                 ------------    ------------ 
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                    $   163,837     $   267,671 
   Adjustments to reconcile net income to 
    net cash provided by operating  activities:
      Depreciation and amortization                  282,205         159,388 
      Changes in operating assets 
       and liabilities:
         Notes and accounts receivable              (127,299)         80,039 
         Inventories                                (243,880)         68,663 
         Other assets                               (357,507)         43,822 
         Accounts payable                            280,935          12,752 
         Income taxes payable                        (43,031)       (106,382)
         Accrued liabilities                         164,087         117,119 
                                                 -----------     ----------- 
         Net cash provided by operating 
          activities                                 119,347         555,428 
                                                 -----------     ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of other assets                           50,055         (17,741)
   Purchase of property and equipment             (1,081,121)     (1,459,706)
                                                 -----------     ----------- 
         Net cash used in investing 
          activities                              (1,031,066)     (1,477,447)
                                                 -----------     ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt                    4,659,466         754,634 
   Principal payments on long-term debt           (2,355,029)        (52,842)
   Proceeds from line of credit                            -         150,000 
   Principal payments on line of credit           (1,000,000)       (150,000)
   Purchase and retirement of preferred stock              -         (26,025)
                                                 -----------     ----------- 
         Net cash provided by financing 
          activities                               1,304,437         675,767 
                                                 -----------     ----------- 
NET INCREASE (DECREASE) IN CASH                      392,718        (246,252)
   Cash and cash equivalents at beginning of 
    period                                           528,787         382,905 
                                                 -----------     ----------- 
   Cash and cash equivalents at end of period    $   921,505     $   136,653 
                                                 -----------     ----------- 
                                                 -----------     ----------- 

CASH PAID DURING THE PERIOD FOR:
   Interest                                      $    86,798     $    55,763 
                                                 -----------     ----------- 
                                                 -----------     ----------- 
   Taxes                                         $   154,714     $   271,985 
                                                 -----------     ----------- 
                                                 -----------     ----------- 

     The accompanying notes are an integral part of these statements




                                      7 



<PAGE>

                  ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                      NOTES TO FINANCIAL STATEMENTS

                             May 31, 1996

1.  The interim financial statements included herein have been prepared by 
the Company pursuant to the rules and regulations of the Securities and 
Exchange Commission.  Certain information and footnote disclosure normally 
included in financial statements prepared in accordance with generally 
accepted accounting principles have been condensed or omitted pursuant to 
such rules and regulations, although the Company believes that the 
disclosures are adequate to make the information presented not misleading. It 
is suggested that these financial statements be read in conjunction with the 
financial statements and notes included in the Company's Annual Report on 
Form 10-K for the year ended February 29, 1996.

2.  These statements reflect all adjustments which, in the opinion of 
Management, are necessary for a fair presentation of the information 
contained therein.  Results of operations for interim periods are not 
necessarily indicative of annual results.

3.  Inventories consist of the following:

                                  MAY 31, 1996         FEBRUARY 29, 1996 
                                  ------------         ----------------- 
Ingredients and supplies           $1,138,040              $1,117,517 
Finished Candy                      1,610,748               1,387,391 
                                   ----------              ---------- 
                                   $2,748,788              $2,504,908 
                                   ----------              ---------- 
                                   ----------              ---------- 











                                       8 

<PAGE>

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS


GENERAL

     The Company derives its revenues from four principal sources:  (1) 
factory sales, which consist of candy sales to its franchised store 
locations; (2) retail sales, which consist of candy sales at retail by its 
Company-owned stores; (3) franchise fees, which consist of fees earned from 
the sale of franchises; and (4) royalties and marketing fees.

RESULTS OF OPERATIONS

     The following table sets forth, for the periods indicated, certain 
unaudited financial information and other operating data related to the 
Company's operation:

               (ALL AMOUNTS OTHER THAN STORE DATA IN THOUSANDS)


                    FIRST QUARTER       FIRST QUARTER        $           %    
                     FISCAL 1997         FISCAL 1996       CHANGE      CHANGE 
                    -------------       -------------     --------     ------ 
REVENUE COMPONENT

Factory Sales         $1,728.1            $1,552.1        $  176.0      11.3% 
Retail Sales           2,531.8             1,471.7         1,060.1      72.0  
Franchise Fees           193.6               245.5           (51.9)    (21.1) 
Royalties/Marketing
  fees                   509.4               450.5            58.9      13.1  
                      --------            --------        --------     -----  
Total                 $4,962.9            $3,719.8        $1,243.1      33.4% 
                      --------            --------        --------     -----  
                      --------            --------        --------     -----  

                             STORE DATA    
                         ----------------- 
                         MAY 31,   MAY 31, 
                          1996      1995   
                         -------   ------- 
Number Of Stores
Open At End Of Period:
Company                    45        26 
Franchised                162       133 
                          ---       --- 
Total                     207       159 
                          ---       --- 
                          ---       --- 


                                     9 

<PAGE>

REVENUES

     FACTORY SALES.  Factory sales increased $176,000 or 11.3% to $1.7 
million in the first quarter of fiscal 1997, compared to $1.6 million in the 
first quarter of fiscal 1996.  This increase resulted from the larger number 
of franchised stores in existence throughout the quarter, augmented by the 
impact of a 2.6% price increase effected in January of 1996. Same store 
pounds purchased from the factory declined 10.2% in the first quarter of 
fiscal 1997 compared to the first quarter of fiscal 1996 partially offsetting 
the impact of increased stores and increased price.  When computing same 
store pounds purchased from the factory, purchases by franchised stores open 
for 3 months in each period are compared.  This decline in same store pounds 
purchased resulted primarily from the effect of different timing of product 
shipment for the Easter holiday in fiscal 1997 relative to fiscal 1996 (an 
earlier Easter in fiscal 1997 resulted in shipment of Easter product in the 
last quarter of fiscal 1996).

     RETAIL SALES.  Retail sales increased $1,060,100 or 72.0% to $2.5 
million in the first quarter of fiscal 1997, compared to $1.5 million in the 
first quarter of fiscal 1996.  This increase resulted primarily from a larger 
number of Company-owned stores in existence throughout the quarter. The 
impact of a 2.7% same store sales decline at Company-owned stores partially 
offset the impact of this increased number of stores.  The decline in same 
store sales is believed to result from the effect of lower foot traffic in 
the factory outlet mall environment in which most Company-owned stores 
operate and as a result of a decline in revenues in the second year of 
operation from grand opening levels of revenue at stores established in the 
last fiscal year at new factory outlet malls.

     Additionally, the majority of new Company-owned stores established in 
the last fiscal year were located in geographical areas where the Company is 
less well known and is seeking to establish name identification.  The Company 
believes that growth in same store sales as well as in absolute volume levels 
are lower than they otherwise would be as a result of this effort to 
establish itself in new areas.

     ROYALTIES, MARKETING FEES AND FRANCHISE FEES.  Royalties and marketing 
fees increased $58,900 or 13.1% to $509,400 in the first quarter of fiscal 
1997, compared to $450,500 in the first quarter of fiscal 1996.  This 
increase resulted from increased royalty income from a larger number of 
franchised stores operating in the first quarter of 1997 compared to the 
first quarter of fiscal 1996, augmented by the effect of increased same store 
sales at franchised stores of 1.2%.  Franchise fee revenues in the first 
quarter of fiscal 1997 declined from that earned in the first quarter of 
fiscal 1996 ($193,600 in comparison with $245,500).  Franchise signings 
declined to 6 in the first quarter of fiscal 1997 from 13 in the first 



                                   10 

<PAGE>

quarter of 1996, due to difficulty in obtaining appropriate locations for new 
franchised stores.

COSTS AND EXPENSES

     COST OF CHOCOLATE SALES.  Cost of chocolate sales, which includes costs 
incurred by the Company to manufacture candy sold to its Company-owned and 
franchised stores, increased 30.6% from $1.6 million in the first quarter of 
fiscal 1996 to $2.1 million in the first quarter of fiscal 1997.  Cost of 
chocolate sales as a percentage of revenue decreased to 49.4% in the first 
quarter of fiscal 1997 from 53.3% in the first quarter of fiscal 1996.  This 
improvement resulted from an increase in higher margin retail sales as a 
percentage of total revenue and from the impact of a 2.6% factory price 
increase.

     Although reduced factory margins were not a material adverse factor in 
the calculated overall cost of sales percentage relationship(decline in 
factory margins relative to first quarter of fiscal 1996 of .86% resulting 
from increased material usage and lesser labor efficiencies in the 
manufacture of the Company's products) for the quarter, the Company is 
experiencing factory margins approximately 2% lower than recent year 
historical averages. The Company is engaged in a concerted effort to correct 
for the cause of increased material usage, as well as to improve labor 
efficiencies with the goal of returning factory margins to historical levels 
and to continue the improvement which it had been experiencing in its 
margins.  Factory margins have improved from lower numbers experienced in the 
second half of fiscal 1996 as a result of these efforts.  There can be no 
guarantee that such margin improvements will continue or that reduced gross 
margin performance at the factory will not continue.

     FRANCHISE COSTS.  Franchise costs increased 8.0% from $449,500 in the 
first quarter of fiscal 1996 to $485,500 in the first quarter of fiscal 1997. 
As a percentage of the total of royalty, marketing fees and franchise fee 
revenues, franchise costs increased to 69.1% of such fees in the first 
quarter of fiscal 1997 from 64.6% in the first quarter of fiscal 1996. 
Reduced franchise fee revenues relative to the first quarter of last year is 
the primary cause of this increase in relative percentage.

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expense 
increased 19.2% from $347,500 in the first quarter of fiscal 1996 to $414,100 
in the first quarter of fiscal 1997, as a result of increased expense for 
administrative support personnel. As a percentage of total revenues, general 
and administrative expense declined from 9.3% in the first quarter of fiscal 
1996 to 8.3% in the first quarter of fiscal 1997, primarily due to a 
significant increase in total revenues, without a proportionate increase in 
general and administrative expense.


                                      11 

<PAGE>

     RETAIL OPERATING EXPENSES.  Retail operating expenses increased from 
$828,200 in the first quarter of fiscal 1996 to $1,622,000 in the first 
quarter of fiscal 1997; an increase of 95.8%.  This increase resulted 
partially from the effect of the larger number of Company-owned stores in 
existence throughout the first quarter and partially as a result of increased 
expenses incurred in the "startup" phase of many new stores established in 
late fiscal 1996 with such expenses continuing into the first quarter of 
fiscal 1997.  As a percentage of retail sales revenues, retail operating 
expenses increased from 56.3% in the first quarter of fiscal 1996 to 64.1% in 
the first quarter of fiscal 1997 as a result of insufficient sales volume 
leveraging resulting from the decline in same store retail sales at 
Company-owned stores discussed above, partially as a result of this 
"start-up" effect and partially as a result of a greater "mix" of stores 
located in environments with a selling "season" beginning after the first 
quarter of the Company's fiscal year.

     The Company has begun a program of conversion of Company-owned store 
locations to franchised locations of stores not meeting minumum economic 
performance criteria.  The Company intends to place for sale to franchisees 
Company-owned stores not meeting such criteria and thereby not justifying 
ongoing investment of Company funds and management time and attention.  The 
Company does not expect such conversion and sale to have appreciable positive 
or negative impact on Company earnings performance because store profits 
sacrificed in such cases are expected to be approximately compensated for by 
royalties generated and cost of capital saved.  Gains realized on store 
disposition are also not expected to be material to Company results of 
operations.  There can be no guarantee, however, that such conversions of 
Company-owned stores to franchised locations will not create loss of 
Company-owned store profits in excess of royalties generated and cost of 
capital saved thereby producing negative impact on future Company 
profitability.

OTHER EXPENSE

     Other expense of $74,500 incurred in the first quarter of fiscal 1997 
increased 35.9% from the $55,000 incurred in the first quarter of fiscal 
1996.  This increase resulted from increased interest expense caused by 
borrowings in support of the Company's Company-owned store expansion.

INCOME TAX EXPENSE

     The Company's effective income tax rate in the first quarter of fiscal 
1997 was 37.7% approximating the 37.5% in the first quarter of fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

     In the first quarter of fiscal 1997 the Company generated $119,347 in 
operating cash flow in comparison with $555,428 in the first quarter of 
fiscal 1996.  Operating cash flow declined as a result of lower net income 



                                     12 

<PAGE>

generated in the current year first quarter relative to last year and as a 
result of investment in prepayments of development expense for new Fuzziwig's 
locations.

     At May 31, 1996, working capital was $3,478,914 in comparison with 
$2,043,143 at February 29, 1996, a $1,435,771 increase.  This increase 
resulted primarily from fixed asset financing achieved recovering cash from 
investments in Company store operating assets previously funded from 
operating cash flows.

     Cash and cash equivalent balances increased from $528,787 at February 
29, 1996 to $921,505 at May 31, 1996 as a result of this financing.  The 
Company's current ratio was 2.4/1, at May 31, 1996 in comparison with 1.7/1 
at February 29, 1996.

     The Company's long-term debt is comprised primarily of real estate 
mortgage financing provided by a local banking facility used to finance the 
Company Factory (unpaid balance as of May 31, 1996 $1,639,600), and Chattel 
mortgage financing (unpaid balance as of May 31, 1996 $2,979,700) provided by 
both local and national financing facilities and used to fund the Company 
store expansion.

     The Company possesses a $2,000,000 working capital line of credit at May 
31, 1996 secured by accounts receivable and inventories which line had a 
$-0- balance at that date.

     The Company possesses fixed asset availability lines of credit totaling 
$5,000,000 for use by the Company in its Company-owned store expansion 
program (balance utilized and owed at May 31, 1996, under these availability 
lines, $2,300,000).

     For the balance of fiscal 1997, the Company anticipates making $4.7 
million in capital expenditures.  Of this sum, approximately $4.5 million is 
anticipated to be used for the opening of new Company-owned stores, with the 
balance anticipated to be used for the purchase of capital equipment for the 
factory, as well as for additional computer equipment for the Company's 
administrative functions.

     The Company believes that cash flow from operating activities and 
available bank lines of fixed asset and working capital credit will be 
sufficient to service debt, fund anticipated capital expenditures and provide 
necessary working capital at least through the end of fiscal 1997.  There can 
be no guarantee, however, that unforeseen events will not require the Company 
to secure additional sources of financing.  The Company may also seek 
additional financing from time to time, through borrowings or public or 
private offerings of equity or debt securities, to fund its future expansion 
plans.

IMPACT OF INFLATION


                                   13 

<PAGE>

     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 it to pay taxes, insurance 
and maintenance expenses, all of which are subject to inflation. Additionally 
the Company's future lease cost for new facilities may reflect potentially 
escalating cost of real estate and construction. There is no assurance that 
the Company will be able to pass on its increased costs to its customers.

     Depreciation expense is based on the historical cost to the Company of 
its fixed assets, and therefore is 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 and summer 
vacations 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 of for a full fiscal year.

EFFECT OF NEW ACCOUNTING STANDARD

     Financial Accounting Standard (FAS) 121, "Accounting for the Impairment 
of Long-Lived Assets", is effective for fiscal years beginning after December 
15, 1995.  This standard provided for the reduction of asset values of assets 
defined in the Standard as long-lived, with the impact of this reduction 
being charged to results of operations.  The Company adopted this accounting 
standard as of its fiscal year beginning March 1, 1996.  There was no impact 
on results of operations for the quarter ended May 31, 1996 of adoption of 
this standard.










                                    14 

<PAGE>

                        PART II.  OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

11.1  Statement regarding computation of earnings per common share
      (filed herewith at page 17).

(b)   REPORTS ON FORM 8-K

No reports on form 8-K were filed during the three months ended May 31, 1996.

























                                      15 

<PAGE>

                                  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.


Date:  July 10, 1996                 /s/  Franklin E. Crail 
     -----------------               -------------------------------------- 
                                          Franklin E. Crail
                                          (Chairman of the Board, 
                                          President and Treasurer)


Date:  July 10, 1996                 /s/  Lawrence C. Rezentes 
     -----------------               -------------------------------------- 
                                          Lawrence C. Rezentes
                                          (Vice President - Finance)















                                     16 




<PAGE>

                                 EXHIBIT 11.1

                    ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                    COMPUTATION OF INCOME PER COMMON SHARE

                                               THREE-MONTH PERIODS ENDED
                                            -------------------------------
                                            MAY 31, 1996       MAY 31, 1995
                                            ------------       ------------
PRIMARY INCOME PER SHARE

   Net income allocable to common and
    common equivalent shares                  $  163,837        $  267,671 
                                              ----------        ---------- 
                                              ----------        ---------- 
   Weighted average number of common 
    shares outstanding                         2,905,149         2,641,817 
   Net effect of dilutive stock options
    based on the Treasury Stock Method
    using average market price                    41,763            97,431 
                                              ----------        ---------- 
   Weighted average number of common and 
    common equivalent shares outstanding       2,946,912         2,739,248 
                                              ----------        ---------- 
                                              ----------        ---------- 
PRIMARY INCOME PER COMMON AND COMMON 
 EQUIVALENT SHARE                             $      .06        $      .10 
                                              ----------        ---------- 
                                              ----------        ---------- 
FULLY DILUTED INCOME PER SHARE
   Net income allocable to common and
    equivalent shares                         $  163,837        $  267,671 
                                              ----------        ---------- 
                                              ----------        ---------- 
   Weighted average number of common
    shares outstanding                         2,905,149         2,641,817 
   Net effect of dilutive stock options
    based on the Treasury Stock Method
    using the greater of the average or 
    ending market price                           45,405           106,407 
                                              ----------        ---------- 

   Weighted average number of common
    and common equivalent shares
    outstanding                                2,950,554         2,748,224 
                                              ----------        ---------- 
                                              ----------        ---------- 

 INCOME PER COMMON AND COMMON EQUIVALENT 
  SHARES ASSUMING FULL DILUTION               $      .06        $      .10 
                                              ----------        ---------- 
                                              ----------        ---------- 





                                       17 


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          FEB-28-1997
<PERIOD-START>                             MAR-01-1996
<PERIOD-END>                               MAY-31-1996
<CASH>                                         921,505
<SECURITIES>                                         0
<RECEIVABLES>                                1,602,582
<ALLOWANCES>                                         0
<INVENTORY>                                  2,748,788
<CURRENT-ASSETS>                             5,913,602
<PP&E>                                      14,010,796
<DEPRECIATION>                               2,744,388
<TOTAL-ASSETS>                              18,184,705
<CURRENT-LIABILITIES>                        2,434,688
<BONDS>                                      4,193,290
                                0
                                          0
<COMMON>                                        91,029
<OTHER-SE>                                  11,190,190
<TOTAL-LIABILITY-AND-EQUITY>                18,184,705
<SALES>                                      4,259,854
<TOTAL-REVENUES>                             4,962,893
<CGS>                                        2,103,925
<TOTAL-COSTS>                                4,625,406
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              74,500
<INCOME-PRETAX>                                262,987
<INCOME-TAX>                                    99,150
<INCOME-CONTINUING>                            163,837
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   163,837
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06
        

</TABLE>


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