ROCKY MOUNTAIN CHOCOLATE FACTORY INC
10-Q, 1998-07-15
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, 1998

     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                                 84-0910696
        (State of incorporation)            (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, 1998 the registrant had outstanding 2,591,449 shares of its common 
stock, $.03 par value.

                                          
                                          
                      The exhibit index is located on page 14.
                                          

                                          1

<PAGE>

                     ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                                    FORM 10-Q

                                TABLE OF CONTENTS

                                                                     Page No.
 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements                                          3-8

               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                     9-13

 PART II. OTHER INFORMATION

 Item 1.  Legal Proceedings                                             14

 Item 2.  Changes in Securities and Use of Proceeds                     14

 Item 3.  Defaults Upon Senior Securities                               14

 Item 4.  Submission of Matters to a Vote of Security Holders           14

 Item 5.  Other Information                                             14

 Item 6.  Exhibits and Reports on Form 8-K                              14

 SIGNATURES                                                             14

                                        2

<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements
                                          
                       ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
                                STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                     Three Months Ended May 31,
                                                          1998         1997
<S>                                               <C>             <C>
REVENUES
  Sales                                                $4,808,806   $4,312,572
  Franchise and royalty fees                              764,742      775,111
  Total revenues                                        5,573,548    5,087,683

COSTS AND EXPENSES
  Cost of sales                                         2,559,119    2,228,892
  Franchise costs                                         278,989      265,499
  Sales and marketing                                     398,764      280,783
  General and administrative                             469,7174       59,337
  Retail operating                                      1,445,886    1,489,979
  Total costs and expenses                              5,152,475    4,724,490

INCOME FROM OPERATIONS                                    421,073      363,193

OTHER INCOME (EXPENSE)
  Interest expense                                       (178,668)    (167,658)
  Interest income                                          25,337       15,459
  Other, net                                             (153,331)    (152,199)

  INCOME FROM CONTINUING OPERATIONS 
  BEFORE INCOME TAXES                                     267,742      210,994

PROVISION FOR INCOME TAXES                                103,535       81,550

INCOME FROM CONTINUING OPERATIONS                         164,207      129,444

LOSS FROM DISCONTINUED OPERATIONS - NET OF 
INCOME TAXES                                                  -        (41,323)

NET INCOME                                               $164,207      $88,121

  BASIC EARNINGS (LOSS) PER COMMON SHARE
  Continuing operations                                      $.06         $.04
  Discontinued operations                                     -           (.01)
  Net income                                                 $.06         $.03

DILUTED EARNINGS (LOSS) PER COMMON SHARE
  Continuing operations                                      $.06         $.04
  Discontinued operations                                     -           (.01)
  Net income                                                 $.06         $.03

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING              2,908,644    2,912,299
DILUTIVE EFFECT OF EMPLOYEE STOCK OPTIONS                  17,431       10,011
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
  ASSUMING DILUTION                                     2,926,075    2,922,310

</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>

                      ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
                                  BALANCE SHEETS

<TABLE>
<CAPTION>

                                                          MAY 31,  FEBRUARY 28,
                                                           1998        1998
<S>                                                 <C>           <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                              $758,395   $1,795,381
  Accounts and notes receivable, less 
    allowance for doubtful accounts of $202,173 
    and $214,152                                        2,215,636    2,174,618
  Refundable income taxes                                 376,823      483,448
  Inventories                                           2,794,981    2,567,966
  Deferred income taxes                                   270,801      257,176
  Other                                                   196,762      103,195
  Net current assets of discontinued operations           112,987       44,351
  Total current assets                                  6,726,385    7,426,135

PROPERTY AND EQUIPMENT, NET                             9,919,302    9,672,443

OTHER ASSETS
  Net noncurrent assets of discontinued operations      1,599,332    1,555,681
  Accounts and notes receivable                           275,503      279,122
  Goodwill, less accumulated amortization of 
    $338,469 and $325,848                                 583,531      596,152
  Other                                                   365,398      338,359
  Total other assets                                    2,823,764    2,769,314

Total assets                                          $19,469,451  $19,867,892

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Current maturities of long-term debt                 $1,171,100   $1,132,900
  Line of credit                                        1,500,000          -  
  Accounts payable                                      1,113,042    1,296,769
  Accrued salaries and wages                              803,275      707,737
  Other accrued expenses                                  359,056      339,481
   Total current liabilities                            4,946,473    3,476,887

LONG-TERM DEBT, LESS CURRENT MATURITIES                 5,688,091    5,993,273

DEFERRED INCOME TAXES                                     370,234      378,272

COMMITMENTS AND CONTINGENCIES                                 -            -  

STOCKHOLDERS' EQUITY
  Common stock, $.03 par value, 7,250,000 shares 
    authorized, 2,591,449 and 2,912,449 issued and 
    outstanding                                            77,743       87,373
  Additional paid-in capital                            7,010,220    8,719,604
  Retained earnings                                     1,376,690    1,212,483
  Total stockholders' equity                            8,464,653   10,019,460

Total liabilities and stockholders' equity            $19,469,451  $19,867,892

</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

                       ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
                              STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                                May 31,
                                                           1998          1997
<S>                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                             $164,207      $88,121
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Loss from discontinued operations                           -       41,323
    Depreciation and amortization                         343,198      358,535
    Gain on sale of property and equipment                      -      (12,514)
    Increase in notes and accounts receivable            (167,399)     (36,689)
    Decrease in refundable income taxes                   106,625      159,099
    Increase in inventories                              (227,015)    (145,706)
    Increase in other assets                              (93,567)     (61,916)
    Decrease in accounts payable                         (183,727)     (64,400)
    Increase in income taxes payable                            -       43,714
    Deferred income taxes                                 (21,663)           -
    Increase in accrued liabilities                       115,113       42,569
    Decrease in deferred income                                 -      (93,000)
  Net cash provided by operating activities of 
    continuing operations                                  35,772      319,136

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                    (482,413)     (85,756)
  Decrease in other assets                                  7,938       12,466
  Net cash used in investing activities of 
    continuing operations                                (474,475)     (73,290)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from long-term debt                                  -      758,270
  Payments on long-term debt                             (266,982)    (215,947)
  Proceeds from line of credit                          2,825,000            -  
  Payments on line of credit                           (1,325,000)           -  
  Repurchase of stock                                  (1,767,764)           -  
  Proceeds from exercise of stock options                  48,750            -  
  Net cash (used in) provided by financing activities
    of continuing operations                             (485,996)     542,323

NET CASH PROVIDED BY (USED IN) DISCONTINUED 
  OPERATIONS                                             (112,287)      42,918

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (1,036,986)     831,087

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          1,795,381      792,606

CASH AND CASH EQUIVALENTS, END OF PERIOD                 $758,395   $1,623,693

</TABLE>

     The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>

                      ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
                       NOTES TO INTERIM FINANCIAL STATEMENTS



NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION 

Nature of Operations

Rocky Mountain Chocolate Factory, Inc. (the "Company") is a manufacturer of 
an extensive line of premium chocolate candy for sale to its franchised and 
at its Company-owned Rocky Mountain Chocolate Factory stores located 
throughout the United States, Guam, and Canada.  The Company also sells 
selected product through outside distribution channels, including but not 
limited to national and international retailers, fundraising organizations 
and others.  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, 1998 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 28, 1998. 

NOTE 2 - EARNINGS PER SHARE

Basic earnings per share is calculated using the weighted average number of 
common shares outstanding.  Diluted earnings per share is computed on the 
basis of the weighted average number of common shares outstanding plus the 
effect of outstanding stock options using the treasury stock method.

                                        6
<PAGE>

NOTE 3 - INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>

                               May 31, 1998   February 28, 1998
<S>                           <C>            <C>
  Ingredients and supplies      $1,184,506       $1,153,433
  Finished candy                 1,610,475        1,414,533
                                $2,794,981       $2,567,966

</TABLE>

NOTE 4 - PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

<TABLE>
<CAPTION>

                               May 31, 1998   February 28, 1998
<S>                           <C>            <C>
Land                            $  513,618       $  513,618
Building                         3,665,581        3,665,581
Machinery and equipment          6,392,892        6,023,347
Furniture and fixtures           2,159,661        2,072,208
Leasehold improvements           1,485,767        1,389,608
Transportation equipment           296,920          293,357
                                14,514,439       13,957,719

Less accumulated depreciation    4,595,137        4,285,276

Property and equipment, net     $9,919,302       $9,672,443

</TABLE>

NOTE 5 - STOCKHOLDERS' EQUITY

On May 15, 1998, the Company purchased 336,000 shares and certain of its 
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.  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 - DISCONTINUED OPERATIONS

In December 1997, the Company decided its Fuzziwig's Candy Factory Store 
("Fuzziwig's") segment did not meet its long-term strategic goals, and 
accordingly, adopted a plan to discontinue its operations.  On June 5, 1998, 
the Company entered into a definitive agreement to sell substantially all the 
assets of its Fuzziwig's segment for $1.6 million.  The Company expects this 
transaction to close on or about July 31, 1998.

                                        7
<PAGE>

The operating results of Fuzziwig's have been segregated from continuing 
operations and reported as separate line items net of applicable income taxes 
in the income statements.  The current assets, net noncurrent assets and net 
cash flows of Fuzziwig's have been segregated and reported as separate line 
items in the balance sheets and statements of cash flows.  The financial 
statements for prior periods have been restated to conform to this 
presentation.

Summarized financial information for the discontinued operations follows:

<TABLE>
<CAPTION>

                                             Three Months Ended
                                                   May 31,
                                             1998           1997
<S>                                     <C>            <C>
Sales                                      $627,955       $719,792
Loss before taxes                           (36,847)       (67,358)
Loss from discontinued operations, 
  net of income taxes                       (22,597)       (41,323)

</TABLE>

NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION 

<TABLE>
<CAPTION>

                                             Three Months Ended
                                                   May 31,
                                             1998           1997
<S>                                     <C>            <C>
  Interest paid                            $154,773       $ 156,027
  Income taxes refunded                      (3,090)       (147,298)

</TABLE>

NOTE 8 - YEAR 2000 COMPLIANCE

The Company recognizes that the arrival of the year 2000 poses a unique 
worldwide challenge to the ability of all systems to recognize the date 
change from December 31, 1999, to January 1, 2000.  The Company has completed 
preliminary assessment of its computer and business processes, and is 
establishing mitigations to provide for their continued functionality.  An 
assessment of the readiness of the external entities with which the Company 
interfaces is ongoing.

The Company expects that the principal costs will be those associated with 
the remediation and testing of its computer applications.  This effort is 
following a process of inventory, scoping and analysis, modification, testing 
and implementation.  These efforts will be met primarily from existing 
resources through reprioritization of technology development initiatives.  
The Company expects to complete the majority of its efforts in this area 
during 1998 with final completion in mid-1999.  The estimated cost for this 
project is between $60,000 and $100,000 and is being funded through operating 
cash flows.  The cost of the project and the expected completion dates are 
based on management's best estimates.

                                        8
<PAGE>

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 depends 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, 1998 Compared to the Three Months Ended
May 31, 1997

Income from continuing operations for the three months ended May 31, 1998 was 
$164,200 or $.06 per share versus $129,400 or $.04 per share for the three 
months ended May 31, 1997. Loss from discontinued operations was $41,300 or 
$.01 per share for the three months ended May 31, 1997. Net income was 
$164,200 for the three months ended May 31, 1998 or $.06 per share versus 
$88,100 or $.03 per share for the three months ended May 31, 1997.

                                        9
<PAGE>

Revenues

<TABLE>
<CAPTION>

                                                  Three Months Ended
                                                        May 31,                       %
($'s in thousands)                                1998           1997      Change         Change
<S>                                          <C>             <C>         <C>            <C>
Factory sales                                   $2,465.0       $1,834.1    $630.9          34.4%
Retail sales                                     2,343.8        2,478.5    (134.7)         (5.4)
Franchise fees                                      65.9          203.5    (137.6)        (67.6)
Royalty and Marketing fees                         698.8          571.6     127.2          22.3
  Total                                         $5,573.5       $5,087.7    $485.8           9.5%

</TABLE>

Factory Sales

Factory sales increased $631,000 or 34.4% to $2.5 million in the first 
quarter of fiscal 1999, compared to $1.8 million in the first quarter of 
fiscal 1998. This was due to a shift in product mix from lower price point 
bulk products to higher price point packaged products driven by sales to new 
distribution channels, and to an increase in the number of franchised stores 
from 174 as of May 31, 1997 to 185 as of May 31, 1998.  Total pounds shipped 
by the factory increased 16% to 428,000 in the first quarter of fiscal 1999 
from 370,000 in the first quarter of fiscal 1998.  The increase in pounds 
shipped was due primarily to an 80% increase in pounds shipped in the first 
quarter of fiscal 1999 versus the first quarter of fiscal 1998 related to 
packaged products as discussed above.  Same store pounds purchased from the 
factory by franchised stores declined by 0.6% in the first quarter of fiscal 
1999 compared to the first quarter of fiscal 1998, partially offsetting 
increased factory sales.  The decline in same store pounds purchased from the 
factory resulted primarily from increased sales at franchised stores of 
store-made product and product purchased from authorized vendors relative to 
factory-made products.

Retail Sales

Retail sales decreased $135,000 or 5.4% to $2.3 million in the first quarter 
of fiscal 1999, compared to $2.5 million in the first quarter of fiscal 1998. 
This decrease resulted from the sale or closure in the first quarter of 
fiscal 1998 of five underperforming Company-owned stores, partially offset by 
an increase in comparable store sales of 3.0%. 

Royalties, Marketing Fees and Franchise Fees

Royalties and marketing fees increased $127,000 or 22.3% to $699,000 in the 
first quarter of fiscal 1999, compared to $572,000 in the first quarter of 
fiscal 1998. This increase resulted from an increase in the number of 
franchised stores operating to 185 in the first quarter of fiscal 1999 
compared to 174 in the first quarter of fiscal 1998 and an increase in same 
store sales at franchised stores of approximately 9%.  Franchise fee revenues 
decreased in the first quarter of fiscal 1999 due to a reduction in the 
number of new franchisees versus the first quarter of fiscal 1998.  The 
Company expects its strategy of diversifying into new distribution channels 
to continue to reduce the percentage of the Company's profitability derived 
from the sale of new franchises to operate Rocky Mountain Chocolate Factory 
stores.

                                        10
<PAGE>

Costs and Expenses

Cost of Sales

Cost of sales as a percentage of sales increased to 53.2% in the first 
quarter of fiscal 1999 versus 51.7% in the first quarter of fiscal 1998.  
This increase resulted from lower retail sales (due to fewer company stores), 
which generate higher margins than factory sales, and was partially offset by 
increased margins on both factory and retail sales. Company-owned store 
margins for the first quarter of 1999 improved to 62.0% from 61.6% in the 
first quarter of fiscal 1998 as a result of a focus on higher margin 
products.  Factory margins improved to 32.3% in the first quarter of fiscal 
1999 from 30.4% in the first quarter of fiscal 1998 as a result of improved 
manufacturing efficiencies realized from increased volume. 

Franchise Costs

Franchise costs increased 5.1% from $265,000 in the first quarter of fiscal 
1998 to $279,000 in the first quarter of fiscal 1999. As a percentage of 
total royalty and marketing fees and franchise fee revenue, franchise costs 
increased to 36.5% in the first quarter of fiscal 1999 from 34.3% in the 
first quarter of fiscal 1998.  This increase as a percentage of royalty, 
marketing and franchise fees is primarily a result of a 67.6% decrease in 
income from franchise fees and to a lesser extent increased franchise support 
costs.

Sales and Marketing

Sales and Marketing costs increased 42% to $399,000 in the first quarter of 
fiscal 1999 from $281,000 in fiscal 1998.  This increase is due to:  (1) 
expansion of the Company's sales and marketing group to support a larger base 
of franchised and Company-owned stores; (2) expansion of promotional programs 
and marketing materials made available to franchised and Company-owned 
stores; (3) establishment of a sales force focused on new distribution 
opportunities; and (4) enhanced customer service and new product marketing 
programs.

General and Administrative

General and administrative expenses increased 2.3% from $459,000 in the first 
quarter of fiscal 1998 to $470,000 in the first quarter of fiscal 1999. As a 
percentage of total revenues, general and administrative expenses declined 
from 9.0% in fiscal 1998 to 8.4% in fiscal 1999.  The Company expects the 
trend of decreasing general and administrative expenses as a percentage of 
sales to continue due to its policy of controlling and maintaining its 
current cost structure.

Retail Operating Expenses

Retail operating expenses decreased from $1.49 million in the first quarter 
of fiscal 1998 to $1.45 million in the first quarter of fiscal 1999; a 
decrease of 3.0%.  This decrease resulted from closing and selling certain 
Company-owned stores.  Retail operating expenses, as a percentage of retail 
sales, increased slightly from 60.1% in the first quarter of fiscal 1998 to 
61.7% in the first quarter of fiscal

                                        11
<PAGE>

1999.

Other Expense

Other expense of $153,000 incurred in the first quarter of fiscal 1999 
approximated the $152,000 incurred in the first quarter of fiscal 1998.  This 
resulted from increased interest expense related to borrowings in support of 
the Company's fiscal 1996 and 1997 Company-owned store expansion offset by 
increased interest income from excess cash balances.

Income Tax Expense

The Company's effective income tax rate in the first quarter of fiscal 1998 
was 38.7%, which is approximately the same rate as the first quarter of 
fiscal 1999.

Discontinued Operations

In December 1997, the Company decided its Fuzziwig's Candy Factory Store 
segment did not meet its long-term strategic goals, and accordingly, made 
the decision to dispose of these operations.  See "NOTE 6 - DISCONTINUED 
OPERATIONS" of notes to interim financial statements.

Liquidity and Capital Resources

As of May 31, 1998 working capital was $1,780,000, compared with $3,949,000 
as of February 28, 1998, a $2,169,000 decrease.  This decrease is primarily 
the result of the use of working capital to repurchase 336,000 shares of the 
Company's common stock at $5.15 per share or $1,730,000 and cash flows used 
by investing and other financing activities in excess of cash flows generated 
by operating activities.

Cash and cash equivalent balances decreased from $1,795,000 as of February 
28, 1998 to $758,000 as of May 31, 1998 as a result of cash flows used by 
investing and financing activities in excess of cash flows generated by 
operating activities.  The Company's current ratio was 1.4 to 1 at May 31, 
1998 in comparison with 2.1 to 1 at February 28, 1998.

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, 1998 $2.0 million), and chattel mortgage notes (unpaid balance as 
of May 31, 1998 $4.9 million) used to fund the fiscal 1996 and 1997 
Company-owned store expansion.

The Company has a $2.0 million ($500,000 available as of May 31, 1998) 
working capital line of credit collateralized by substantially all of the 
Company's assets with exception of the Company's retail store assets.  The 
line is subject to renewal in July, 1998.

On May 15, 1998, the Company used its credit line to purchase and cancel 
336,000 shares of its common stock for a purchase price of $1,730,000.  The 
Company is currently negotiating an extension of and an increase in its line 
of credit. The

                                        12
<PAGE>

Company is also in the process of securing certain fixed asset based 
financings, the proceeds of which will be used to reduce amounts outstanding 
on its credit line.

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 1999.

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 it 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.

                                        13
<PAGE>

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
          None

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, 1998.

          27.2  Restated Financial Data Schedule for the three months ended 
                May 31, 1997.

          B. Reports on Form 8-K
          The Company filed a Current Report on Form 8-K dated May 18, 1998,
          reporting in item 5 the purchase by the Company and certain of its
          officers and directors of 336,000 and 104,000 shares of its common
          stock, respectively, from La Salle National Bank of Chicago, Illinois.
          The Company retired the 336,000 shares of the Company's common stock
          that it purchased.


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 14,1998            /s/             Bryan J. Merryman
                                 ----------------------------------------------
                                 Bryan J. Merryman, Vice President - Finance
                                 Chief Financial Officer and authorized officer

                                        14

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<FISCAL-YEAR-END>                          FEB-28-1999
<PERIOD-START>                             MAR-01-1998
<PERIOD-END>                               MAY-31-1998
<CASH>                                         758,395
<SECURITIES>                                         0
<RECEIVABLES>                                2,417,809
<ALLOWANCES>                                   202,173
<INVENTORY>                                  2,794,981
<CURRENT-ASSETS>                             6,726,385
<PP&E>                                      14,514,439
<DEPRECIATION>                               4,595,137
<TOTAL-ASSETS>                              19,469,451
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                                0
                                          0
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<INCOME-PRETAX>                                267,742
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<PAGE>
<ARTICLE> 5
<RESTATED> 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          FEB-28-1998
<PERIOD-START>                             MAR-01-1997
<PERIOD-END>                               MAY-31-1997
<CASH>                                       1,623,693
<SECURITIES>                                         0
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<PP&E>                                      12,922,913
<DEPRECIATION>                               3,681,629
<TOTAL-ASSETS>                              19,225,457
<CURRENT-LIABILITIES>                        3,145,953
<BONDS>                                      6,136,416
                                0
                                          0
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<OTHER-SE>                                   9,779,694
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<TOTAL-COSTS>                                4,724,490
<OTHER-EXPENSES>                                     0
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<INCOME-PRETAX>                                210,994
<INCOME-TAX>                                    81,550
<INCOME-CONTINUING>                            129,444
<DISCONTINUED>                                (41,323)
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    88,121
<EPS-PRIMARY>                                      .03
<EPS-DILUTED>                                      .03
        

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