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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 November 30, 2003

         
[  ]       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 81303
(Address of principal executive offices)

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

Indicate by check mark 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 [   ].

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange act). Yes [   ] No [X].

On December 31, 2003 the registrant had outstanding 2,525,954 shares of its common stock, $.03 par value.

The exhibit index is located on page 18.

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF OPERATIONS
BALANCE SHEETS
STATEMENTS OF CASH FLOWS
NOTES TO INTERIM FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
EXHIBIT INDEX
EX-4.1 Fourth Amendment to Credit Agreement
EX-31.1 Certification of Chief Executive Officer
EX-31.2 Certification of Chief Financial Officer
EX-32.1 Certification of Chief Executive Officer
EX-32.2 Certification of Chief Financial Officer


Table of Contents

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

FORM 10-Q

TABLE OF CONTENTS

                   
              Page No.
PART I.  
FINANCIAL INFORMATION
       
Item 1.  
Financial Statements
    3  
         
Statements of Operations
    3  
         
Balance Sheets
    4  
         
Statements of Cash Flows
    5  
         
Notes to Interim Financial Statements
    6  
Item 2.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    11  
Item 3.  
Quantitative and Qualitative Disclosures About Market Risk
    16  
Item 4.  
Controls and Procedures
    16  
PART II.  
OTHER INFORMATION
       
Item 1.  
Legal Proceedings
    17  
Item 2.  
Changes in Securities and Use of Proceeds
    17  
Item 3.  
Defaults Upon Senior Securities
    17  
Item 4.  
Submission of Matters to a Vote of Security Holders
    17  
Item 5.  
Other Information
    17  
Item 6.  
Exhibits and Reports on Form 8-K
    17  
SIGNATURE  
 
    17  

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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
STATEMENTS OF OPERATIONS

(unaudited)
                                   
      Three Months Ended November 30,   Nine Months Ended November 30,
      2003   2002   2003   2002
Revenues
                               
 
Sales
  $ 4,731,950     $ 4,694,651     $ 12,009,955     $ 11,622,062  
 
Franchise and royalty fees
    1,069,108       937,926       3,189,155       3,049,214  
 
Total revenues
    5,801,058       5,632,577       15,199,110       14,671,276  
Costs and Expenses
                               
 
Cost of sales
    2,940,246       3,188,885       7,523,619       7,425,290  
 
Franchise costs
    309,639       324,991       808,184       923,874  
 
Sales and marketing
    325,394       348,567       831,363       985,539  
 
General and administrative
    685,875       426,151       1,627,314       1,392,250  
 
Retail operating
    337,179       171,989       1,036,649       584,586  
 
Depreciation and amortization
    177,520       201,458       605,561       613,443  
 
Provision for loss on accounts and notes receivable and related foreclosure costs
          1,666,524             1,666,524  
 
Total costs and expenses
    4,775,853       6,328,565       12,432,690       13,591,506  
Income (Loss) from Operations
    1,025,205       (695,988 )     2,766,420       1,079,770  
Other Income (Expense)
                               
 
Interest expense
    (34,067 )     (81,427 )     (115,899 )     (255,115 )
 
Interest income
    22,374       17,522       68,628       144,179  
 
Other, net
    (11,693 )     (63,905 )     (47,271 )     (110,936 )
Income (Loss) Before Income Taxes
    1,013,512       (759,893 )     2,719,149       968,834  
Income Tax Provision (Benefit)
    383,110       (287,240 )     1,027,840       366,220  
Net Income (Loss)
  $ 630,402     $ (472,653 )   $ 1,691,309     $ 602,614  
Basic Earnings per Common Share
  $ .25     $ (.19 )   $ .67     $ .24  
Diluted Earnings per Common Share
  $ .23     $ (.19 )   $ .62     $ .22  
Weighted Average Common Shares Outstanding
    2,532,105       2,498,790       2,525,126       2,494,041  
Dilutive Effect of Stock Options
    223,250             186,646       225,722  
Weighted Average Common Shares Outstanding, Assuming Dilution
    2,755,355       2,498,790       2,711,772       2,719,763  

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

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ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
BALANCE SHEETS

                   
      November 30,   February 28,
      2003   2003
      (unaudited)    
Assets
               
Current Assets
               
 
Cash and cash equivalents
  $ 3,016,798     $ 1,282,972  
 
Accounts receivable, less allowance for doubtful accounts of $78,230 and $65,117, respectively
    3,095,823       2,021,391  
 
Notes receivable
    340,500       288,100  
 
Refundable income taxes
    49,066       548,490  
 
Inventories
    2,287,789       3,062,135  
 
Deferred income taxes
    174,616       174,616  
 
Other
    331,770       276,002  
 
Total current assets
    9,296,362       7,653,706  
Property and Equipment, Net
    5,413,964       5,618,239  
Other Assets
               
 
Notes receivable, less valuation allowance of $49,446
    647,216       801,309  
 
Goodwill, net
    1,133,751       1,039,872  
 
Intangible assets, net
    511,465       557,167  
 
Assets held for sale
    39,474       373,525  
 
Other
    19,575       40,428  
 
Total other assets
    2,351,481       2,812,301  
Total assets
  $ 17,061,807     $ 16,084,246  
Liabilities and Stockholders’ Equity
               
Current Liabilities
               
 
Current maturities of long-term debt
  $ 1,161,000     $ 1,218,400  
 
Accounts payable
    632,439       612,770  
 
Accrued salaries and wages
    633,922       678,223  
 
Other accrued expenses
    404,807       378,849  
 
Dividend payable
    207,029        
 
Total current liabilities
    3,039,197       2,888,242  
Long-Term Debt, Less Current Maturities
    2,216,866       3,072,798  
Deferred Income Taxes
    722,265       232,215  
Commitments and Contingencies
           
Stockholders’ Equity
               
 
Common stock, $.03 par value, 7,250,000 shares authorized, 2,531,288 and 2,500,123 issued and outstanding, respectively
    75,939       75,004  
 
Additional paid-in capital
    2,620,033       2,721,433  
 
Retained earnings
    8,387,507       7,094,554  
 
Total stockholders’ equity
    11,083,479       9,890,991  
Total liabilities and stockholders’ equity
  $ 17,061,807     $ 16,084,246  

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

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ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
STATEMENTS OF CASH FLOWS

(unaudited)
                     
        Nine Months Ended
        November 30
        2003   2002
Cash Flows From Operating activities
               
 
Net income
  $ 1,691,309     $ 602,614  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Depreciation and amortization
    605,561       613,442  
   
Provision for doubtful accounts
    50,000       1,754,524  
   
(Gain)loss on sale of property and equipment
    82,787       (826 )
 
Changes in operating assets and liabilities:
               
   
Accounts receivable
    (1,124,432 )     (567,473 )
   
Refundable income taxes
    499,424       (551,470 )
   
Inventories
    774,346       38,487  
   
Other current assets
    (55,768 )     (82,116 )
   
Accounts payable
    19,669       69,954  
   
Deferred income taxes
    490,050        
   
Accrued liabilities
    (16,143 )     (627,383 )
 
Net cash provided by operating activities
    3,016,803       1,249,753  
Cash Flows From Investing Activities
               
 
Proceeds received on notes receivable
    155,368       464,954  
 
Addition to notes receivable
    (53,675 )     (815,111 )
 
Proceeds from sale of assets
    79,876       5,205  
 
Purchases of property and equipment
    (258,806 )     (187,748 )
 
Increase in other assets
    (616 )     (68,770 )
 
Net cash used in investing activities
    (77,853 )     (601,470 )
Cash Flows From Financing Activities
               
 
Payments on long-term debt
    (913,332 )     (893,134 )
 
Proceeds from line of credit
          3,185,000  
 
Payments on line of credit
          (3,185,000 )
 
Repurchase of stock
    (345,680 )      
 
Costs of stock split
          (14,010 )
 
Reduction of loan from officer
          39,999  
 
Proceeds from exercise of stock options
    245,215       117,516  
 
Dividends paid
    (191,327 )      
 
Net cash used in financing activities
    (1,205,124 )     (749,629 )
Net Increase (Decrease) in Cash and Cash Equivalents
    1,733,826       (101,346 )
Cash and Cash Equivalents, Beginning of Period
    1,282,972       165,472  
Cash and Cash Equivalents, End of Period
  $ 3,016,798     $ 64,126  

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

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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. is an international franchiser, confectionery manufacturer and retail operator in the United States, Guam, Canada and the United Arab Emirates. The Company manufactures an extensive line of premium chocolate candies and other confectionery products. The Company’s revenues are currently derived from three principal sources: sales to franchisees and others of chocolates and other confectionery products manufactured by the Company; the collection of initial franchise fees and royalties from franchisees’ sales; and sales at Company-owned stores of chocolates and other confectionery products.

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 accounting principles generally accepted in the United States of America for interim financial reporting and Securities and Exchange Commission regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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 nine months ended November 30, 2003 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, 2003.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123 (SFAS 123), “Accounting for Stock-Based Compensation” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 (APB 25), “Accounting for Stock Issued to Employees” and provides the required pro forma disclosures prescribed by SFAS 123 and SFAS 148.

The Company has adopted the disclosure-only provisions of SFAS 123. In accordance with those provisions, the Company applies APB 25 and related interpretations in accounting for its stock option plans and, accordingly, does not recognize compensation cost if the exercise price is not less than market at date of grant. No compensation expense was recognized during the quarters ended November 30, 2003 or 2002. If the Company had elected to recognize compensation cost based on the fair value of the options granted at grant dates as prescribed by SFAS 123, net income and earnings per share would have been reduced to the pro-forma amounts indicated in the table below for the nine months ending November 30, (in 000’s except per share amounts):

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Table of Contents

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION – CONTINUED

Stock-Based Compensation – Continued

                                 
    Three Months ended   Nine Months Ended
    November 30,   November 30,
    2003   2002   2003   2002
Net Income – as reported
  $ 630     $ (473 )   $ 1,691     $ 603  
Total stock-based compensation expense determined under fair value based method, net of tax
    18       24       54       72  
Net Income – pro forma
    612       (497 )     1,637       531  
Basic Earnings per Share-as reported
    .25       (.19 )     .67       .24  
Diluted Earnings per Share-as reported
    .23       (.19 )     .62       .22  
Basic Earnings per Share-pro forma
    .24       (.20 )     .65       .21  
Diluted Earnings per Share-pro forma
    .22       (.20 )     .61       .20  

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model utilizing the following weighted average assumptions:

                 
    2004   2003
Expected dividend yield
    3.09 %     0 %
Expected stock price volatility
    30 %     40 %
Risk-free interest rate
    2.4 %     4.3 %
Expected life of options
  5 years   5 years

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. For the three months ended November 30, 2003 and 2002, 13,333 and 456,356 stock options were excluded from the computation of earnings per share because their effect would have been anti-dilutive. For the nine months ended November 30, 2003 and 2002, 81,021 and 43,967 stock options were excluded from the computation of earnings per share because their effect would have been anti-dilutive.

NOTE 3 – INVENTORIES

Inventories consist of the following:

                 
    November 30, 2003   February 28, 2003
Ingredients and supplies
  $ 1,305,278     $ 1,583,631  
Finished candy
    982,511       1,478,504  
 
  $ 2,287,789     $ 3,062,135  

NOTE 4 – PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

                 
    November 30, 2003   February 28, 2003
Land
  $ 513,618     $ 513,618  
Building
    3,864,582       3,838,936  
Machinery and equipment
    6,895,484       6,746,190  
Furniture and fixtures
    637,523       658,145  
Leasehold improvements
    494,515       489,405  
Transportation equipment
    180,723       180,723  
 
    12,586,445       12,427,017  
Less accumulated depreciation
    7,172,481       6,808,778  
Property and equipment, net
  $ 5,413,964     $ 5,618,239  

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NOTE 5 – STOCKHOLDERS’ EQUITY

Stock Split

On December 17, 2003 the Board of Directors approved a three-for-two stock split payable February 2, 2004 to shareholders of record at the close of business on January 20, 2004. Shareholders will receive one additional share of Common Stock for every two shares owned prior to the record date. Subsequent to the split there will be approximately 3.8 million shares outstanding.

Stock Repurchases

Between October 3, 2003 and November 21, 2003 the Company repurchased 30,300 Company shares at an average price of $11.41 per share. In December 2003 the Company repurchased 13,000 Company shares at an average price of $11.91 per share.

Cash Dividend

The Company paid an initial quarterly cash dividend of $0.075 per common share on September 16, 2003 to shareholders of record on September 2, 2003. The Company paid a quarterly cash dividend of $0.08125 per common share on December 16, 2003 to shareholders of record on December 2, 2003. The Board of Directors also announced, on September 26, 2003, their intent to declare dividends per common share of $0.0875 in February and ensuing quarters.

Future declaration of dividends will depend on, among other things, the Company’s results of operations, capital requirements, financial condition and on such other factors as the Company’s Board of Directors may in its discretion consider relevant and in the best long term interest of the shareholders.

NOTE 6 – SUPPLEMENTAL CASH FLOW INFORMATION

                   
      Nine Months Ended
      November 30,
      2003   2002
Cash paid for:
               
 
Interest
  $ 116,017     $ 255,922  
 
Income taxes
    5,484       1,034,226  
Non-Cash Financing Activities
               
 
Company financed sales of retail store Assets
  $     $ 230,317  

NOTE 7 – OPERATING SEGMENTS

The Company classifies its business interests into two reportable segments: Franchising and Manufacturing. The Company’s retail stores provide an environment for testing consumer behavior, various pricing strategies, new products and promotions, operating and training methods and merchandising techniques. Three operational stores previously classified as held for sale were reclassified as assets held and used when management’s intentions changed. All Company-owned retail stores are evaluated by management in relation to their contribution to franchising efforts and are included in the Franchising segment. 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 28, 2003. 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 inter-segment sales prices are market based. Each segment is managed separately because of the differences in required infrastructure and the difference in products and services:

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NOTE 7 – OPERATING SEGMENTS – CONTINUED

                                 
Three Months Ended                                
November 30, 2003   Franchising   Manufacturing   Other   Total
Total revenues
  $ 1,601,476     $ 4,521,550     $     $ 6,123,026  
Intersegment revenues
          (321,968 )           (321,968 )
Revenue from external customers
    1,601,476       4,199,582             5,801,058  
Segment profit (loss)
    391,702       1,283,376       (661,566 )     1,013,512  
Total assets
    2,549,349       8,670,236       5,842,222       17,061,807  
Capital expenditures
    103,976       52,801       11,791       168,568  
Total depreciation & amortization
    29,965       99,819       47,736       177,520  
                                 
Three Months Ended                                
November 30, 2002                                
Total revenues
  $ 1,138,984     $ 4,681,416     $     $ 5,820,400  
Intersegment revenues
          (187,823 )           (187,823 )
Revenue from external customers
    1,138,984       4,493,593             5,632,577  
Segment profit (loss)
    235,077       1,213,160       (2,208,130 )     (759,893 )
Total assets
    1,881,340       9,527,538       4,565,109       15,973,987  
Capital expenditures
    2,789       1,763       28,870       33,422  
Total depreciation & amortization
    53,371       98,887       49,200       201,458  
                                 
Nine Months Ended                                
November 30, 2003   Franchising   Manufacturing   Other   Total
Total revenues
  $ 5,023,563     $ 10,971,134     $     $ 15,994,697  
Intersegment revenues
          (795,587 )           (795,587 )
Revenue from external Customers
    5,023,563       10,175,547             15,199,110  
Segment profit (loss)
    1,624,835       2,832,920       (1,738,606 )     2,719,149  
Total assets
    2,549,349       8,670,236       5,842,222       17,061,807  
Capital expenditures
    126,223       106,840       25,743       258,806  
Total depreciation & Amortization
    164,270       298,083       143,208       605,561  
                                 
Nine Months Ended                                
November 30, 2002                                
Total revenues
  $ 3,959,045     $ 11,296,904     $     $ 15,255,949  
Intersegment revenues
          (584,673 )           (584,673 )
Revenue from external Customers
    3,959,045       10,712,231             14,671,276  
Segment profit (loss)
    1,189,691       3,098,803       (3,319,660 )     968,834  
Total assets
    1,881,340       9,527,538       4,565,109       15,973,987  
Capital expenditures
    44,360       96,877       46,511       187,748  
Total depreciation & Amortization
    154,634       311,209       147,600       613,443  

NOTE 8 – ASSET SALES AND FORECLOSURES

At November 30, 2003, the Company had approximately $1,037,000 of notes receivable outstanding. The notes require monthly payments and bear interest at rates ranging from 7.5% to 12.5%. The notes mature through October 2006 and are secured by the assets financed.

During fiscal 2002 the Company adjusted the repayment schedule of the notes from a single franchisee to correspond to the franchisee’s store operating cycles. The Company also financed an additional $300,000 of inventory and wrote-off $243,750 of the notes receivable. During fiscal 2003 the Company financed $230,000 for an additional store for the franchisee. During the third quarter of fiscal 2003 the Company recorded an additional $1,667,000 provision for potential loss on accounts and notes receivable and foreclosure costs related to the insolvency of this franchisee. In December 2002, the Company foreclosed on four of the stores previously operated by the franchisee and plans to operate these retail outlets as Company-owned stores. At November 30, 2003 the Company has no balance recorded for notes receivable from this franchisee.

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NOTE 9 – GOODWILL AND INTANGIBLE ASSETS

Effective March 1, 2002 the Company adopted Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Intangible Assets. SFAS 142 revised the accounting for purchased goodwill and intangible assets. Under SFAS 142, goodwill and intangible assets with indefinite lives will no longer be amortized, will be tested for impairment annually and also in the event of an impairment indicator, and must be assigned to reporting units for purposes of impairment testing and segment reporting.

The Company has historically amortized goodwill on the straight-line method over ten to twenty-five years. Beginning March 1, 2002, quarterly and annual goodwill amortization is no longer recognized.

Intangible assets consist of the following:

                                             
                November 30, 2003   February 28, 2003
                Gross           Gross        
        Amortization   Carrying   Accumulated   Carrying   Accumulated
        Period   Value   Amortization   Value   Amortization
Intangible assets subject to amortization
                                       
 
Store design
  10 Years   $ 200,054     $ 38,390     $ 189,640     $ 23,034  
 
Packaging licenses
  3-5 Years     95,831       71,118       95,831       61,670  
 
Packaging design
  10 Years     403,238       78,150       403,238       46,838  
 
Total
            699,123       187,658       688,709       131,542  
Intangible assets not subject to amortization
                                       
 
Franchising segment-
                                       
   
Company stores goodwill
            1,275,962       336,847       1,182,083       336,847  
   
Franchising goodwill
            295,000       197,682       295,000       197,682  
 
Manufacturing segment-Goodwill
            295,000       197,682       295,000       197,682  
 
Total Goodwill
            1,865,962       732,211       1,772,083       732,211  
Total intangible assets
          $ 2,565,085     $ 919,869     $ 2,460,792     $ 863,753  

Amortization expense related to intangible assets totaled $56,116 and $64,880 during the nine months ended November 30, 2003 and 2002, respectively. The aggregate estimated amortization expense for intangible assets remaining as of November 30, 2003 is as follows:

         
Remainder of fiscal 2004
  $ 18,300  
2005
    72,100  
2006
    72,100  
2007
    61,100  
2008
    61,100  
Thereafter
    226,765  
Total
  $ 511,465  

NOTE 10 – ASSETS HELD FOR SALE

Assets held for sale consist of individual items of equipment, furniture and fixtures that were acquired in partial satisfaction of certain notes receivable from a franchisee. The notes were originally extended as part of store sales and construction financing of additional stores for the franchisee (Note 8). Management expects to dispose of the acquired assets to either existing franchisees who plan to upgrade or expand their operations or to prospective franchisees. These assets are included in “Other” for segment reporting. Three operational stores in the amount of $255,000 previously classified as held for sale were reclassified to property and equipment, net when management’s intentions changed in the second quarter of Fiscal 2004.

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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. The nature of the Company’s operations and the environment in which it operates subject it to changing economic, competitive, regulatory and technological conditions, risks and uncertainties. The Company notes the following factors that, among others, could cause future results to differ materially from the forward-looking statements, expectations and assumptions expressed or implied in this Quarterly Report on Form 10-Q. Many of the forward-looking statements contained in this document may be identified by the use of forward-looking words such as “will,” “intend,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate” and “potential,” or similar expressions. Factors which could cause results to differ include, but are not limited to: changes in the confectionery business environment, seasonality, consumer interest in the Company’s products, general economic conditions, consumer trends, costs and availability of raw materials, competition and the effect of government regulation. Government regulation which the Company and its franchisees either are or may be subject to and which could cause results to differ from forward-looking statements include, but are not limited to: local, state and federal laws regarding health, sanitation, safety, building and fire codes, franchising, employment, manufacturing, packaging and distribution of food products and motor carriers.

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, including new store openings and the receptivity of the Company’s franchise system to its product introductions and promotional programs.

Results of Operations

Three Months Ended November 30, 2003 Compared to the Three Months Ended November 30, 2002

Net income was $630,000 for the three months ended November 30 2003, or $.25 per basic share, versus net loss of $473,000, or $.19 per basic share, for the three months ended November 30, 2002.

Revenues

                                   
    Three Months Ended                
    November 30,           %
($’s in thousands)   2003   2002   Change   Change
Factory sales
  $ 4,199.5     $ 4,493.6     $ (294.1 )     (6.5 %)
Retail sales
    532.4       201.1       331.3       164.7 %
Franchise fees
    177.1       64.0       113.1       176.7 %
Royalty and Marketing fees
    892.0       873.9       18.1       2.1 %
 
Total
  $ 5,801.0     $ 5,632.6     $ 168.4       3.0 %

Factory Sales

The decrease in factory sales was due primarily to a decrease of 56.3% in factory sales to customers outside the Company’s system of franchised retail stores. This decrease was partially offset by an increase of 4.3% in same store pounds purchased by the franchise system and by purchases made by new franchise stores.

Retail Sales

The increase in retail sales resulted primarily from an increase in the number of stores in operation in the third quarter of fiscal 2004 (8) versus the same period last year (4) and an increase in same store sales at Company-owned stores of 7.9%.

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Royalties, Marketing Fees and Franchise Fees

The increase in royalty and marketing fees resulted from sales related to new franchise stores partially offset by a decline in the average number of franchised stores in operation in the third quarter of fiscal 2004 versus the same period last year. Same store sales at franchised stores declined 2.5% versus the prior year. Franchise fee revenues increased in the third quarter of fiscal 2004 due to an increase in the number of franchises sold versus the third quarter of fiscal 2003.

Costs and Expenses

                                   
    Three Months Ended                
    November 30,           %
($’s in thousands)   2003   2002   Change   Change
Cost of sales-factory
  $ 2,733.7     $ 3,103.1     $ (369.4 )     (11.9 %)
Cost of sales-retail
  206.5     85.8     120.7     140.7 %
Franchise costs
    309.6       325.0       (15.4 )     (4.7 %)
Sales and marketing
    325.4       348.6       (23.2 )     (6.6 %)
General and administrative
    685.9       426.1       259.8       60.9 %
Retail operating
    337.2       172.0       165.2       96.0 %
 
Total
  $ 4,598.3     $ 4,460.6     $ 137.7       3.1 %

Gross margin

                                   
    Three Months Ended                
    November 30,           %
($’s in thousands)   2003   2002   Change   Change
Factory
  $ 1,465.8     $ 1,390.5     $ 75.3       5.4 %
Retail
    325.9       115.3       210.6       182.7 %
 
Total
  $ 1,791.7     $ 1,505.8     $ 285.9       19.0 %
(Percent)
                               
Factory
    34.9 %     30.9 %     4.0 %     12.9 %
Retail
    61.2 %     57.3 %     3.9 %     6.8 %
 
Total
    37.9 %     32.1 %     5.8 %     18.1 %

The increase in factory margin is due primarily to production efficiencies. Improvement of Company-owned store margin is due to changes in mix of product sold.

Franchise Costs

The decrease in franchise costs is due primarily to a planned reduction in expenditures. As a percentage of total royalty and marketing fees and franchise fee revenue, franchise costs decreased to 29.0% in the third quarter of fiscal 2004 from 34.6% in the third quarter of fiscal 2003. This decrease as a percentage of royalty, marketing and franchise fees is the combined result of decreased franchise costs and increased revenue.

Sales and Marketing

The decrease in sales and marketing expenses is due primarily to more focused and efficient marketing programs.

General and Administrative

General and administrative expenses increased primarily due to accrual of incentive-based compensation in the third quarter of fiscal 2004 versus none in the third quarter of fiscal 2003. Additionally, the relocation and remodel of the Company’s Aspen, CO store and the related disposal of certain of the old location’s assets, primarily leasehold improvements, also contributed to the increase in the third quarter of fiscal 2004 versus the same period last year. Excluding the costs associated with incentive-based compensation and the relocation and remodel of the Aspen store, general and administrative expenses would have been $436,000 in the third quarter of fiscal 2004, an increase of 2.3% compared to the third quarter of fiscal 2003. As a percentage of total revenues, general and administrative expenses increased to 11.8% in fiscal 2004 compared to 7.6% in fiscal 2003.

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Retail Operating Expenses

The increase in retail operating expenses was due primarily to an increase in the number of stores in operation during the third quarter of fiscal 2004 versus the third quarter of fiscal 2003. Retail operating expenses, as a percentage of retail sales, decreased from 85.5% in the third quarter of fiscal 2003 to 63.3% in the third quarter of fiscal 2004 due to a change in mix of stores in operation and related seasonality.

Depreciation and Amortization

Depreciation and amortization of $178,000 in the third quarter of fiscal 2004 decreased 11.9% from $201,000 incurred in the third quarter of fiscal 2003 due to cessation of depreciation of certain assets related to the relocation and remodel of the Company’s Aspen, Colorado store and the increase in the estimated expected asset life of certain Company-owned retail stores in operation.

Provision for Loss on Accounts and Notes Receivable and Related Foreclosure Costs

The provision for loss on accounts and notes receivable and related foreclosure costs in the third quarter of fiscal 2003 resulted from the insolvency of a single franchisee. There was no such provision in the third quarter of fiscal 2004.

Other Expense, Net

Other expense, net of $12,000 incurred in the third quarter of fiscal 2004 represents a 81.7% decrease from the $64,000 incurred in the third quarter of fiscal 2003, due primarily to lower interest expense on lower average outstanding balances of long-term debt plus increased interest income on notes receivable and invested cash.

Income Tax Expense

The Company’s effective income tax rate in the third quarter of fiscal 2004 was 37.8%, which is approximately the same rate as the third quarter of fiscal 2003.

Nine Months Ended November 30, 2003 Compared to the Nine Months Ended November 30, 2002

Net income was $1,691,000 for the nine months ended November 30, 2003, or $.67 per basic share, versus $603,000 or $.24 per basic share, for the nine months ended November 30, 2002.

Revenues

                                   
    Nine Months Ended                
    November 30,           %
($’s in thousands)   2003   2002   Change   Change
Factory sales
  $ 10,175.5     $ 10,712.2     $ (536.7 )     (5.0 %)
Retail sales
    1,834.4       909.9       924.5       101.6 %
Franchise fees
    486.9       300.5       186.4       62.0 %
Royalty and marketing fees
    2,702.3       2,748.7       (46.4 )     (1.7 %)
 
Total
  $ 15,199.1     $ 14,671.3     $ 527.8       3.6 %

Factory Sales

The decrease in factory sales was due primarily to a decrease of 29.4% in factory sales to customers outside the Company’s system of franchised retail stores. A decrease of 3.8% in same store pounds purchased by the franchise system was approximately offset by sales to new franchise stores.

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, including new store openings and the receptivity of the Company’s franchise system to its product introductions and promotional programs.

Retail Sales

The increase in retail sales resulted primarily from an increase in the average number of stores in operation in the first nine months of fiscal 2004 versus the same period last year.

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Royalties, Marketing Fees and Franchise Fees

The decrease in royalty and marketing fees resulted from a decline in same store sales at franchised stores of approximately 3.6%. Franchise fee revenues increased in the first nine months of fiscal 2004 due to an increase in the number of franchises sold versus the first nine months of fiscal 2003.

Costs and Expenses

                                   
  Nine Months Ended                
    November 30,           %
($’s in thousands)   2003   2002   Change   Change
Cost of sales-factory
  $ 6,859.7     $ 7,073.7     $ (214.0 )     (3.0 %)
Cost of sales-retail
  663.9     351.6     312.3       88.8 %
Franchise costs
    808.2       923.9       (115.7 )     (12.5 %)
Sales and marketing
    831.4       985.5       (154.1 )     (15.6 %)
General and administrative
    1,627.3       1,392.2       235.1       16.9 %
Retail operating
    1,036.6       584.6       452.0       77.3 %
 
Total
  $ 11,827.1     $ 11,311.5     $ 515.6       4.6 %

Gross margin

                                   
  Nine Months Ended                
  November 30,           %
($’s in thousands)   2003   2002   Change   Change
Factory
  $ 3,315.8     $ 3,638.5     $ (322.7 )     (8.9 %)
Retail
    1,170.5       558.3       612.2       109.7 %
 
Total
  $ 4,486.3     $ 4,196.8     $ 289.5       6.9 %
(Percent)
                               
Factory
    32.6 %     34.0 %     (1.4 %)     (4.1 %)
Retail
    63.8 %     61.4 %     2.4 %     3.9 %
 
Total
    37.4 %     36.1 %     1.3 %     3.6 %

The decrease in factory margins is due primarily to production inefficiencies in the first six months of fiscal 2004 as the Company aggressively reduced inventory levels. The Company expects fiscal 2004 full year factory margins to be comparable to fiscal 2003. Improvement of Company-owned store margin is due to changes in mix of product sold.

Franchise Costs

The decrease in franchise costs is due primarily to a planned reduction in personnel costs and related support expenditures. As a percentage of total royalty and marketing fees and franchise fee revenue, franchise costs decreased to 25.3% in the first nine months of fiscal 2004 from 30.3% in the first nine months of fiscal 2003. This decrease as a percentage of royalty, marketing and franchise fees is primarily a result of decreased franchise costs.

Sales and Marketing

The decrease in sales and marketing expenses is due primarily to decreased personnel costs as well as more focused and efficient marketing programs.

General and Administrative

The increase in general and administrative expenses is due primarily to accrual of incentive-based compensation in the current period versus none in the prior period. Additionally, the relocation and remodel of the Company’s Aspen, CO store and the related disposal of the old location’s assets, primarily leasehold improvements, also contributed to the increase in the period versus the same period last year. Excluding the costs associated with incentive-based compensation and the relocation and remodel of the Aspen store, general and administrative expenses would have been $1.38 million in the first nine months of fiscal 2004, a decrease of 1.1% compared to the first nine months of fiscal 2003. As a percentage of total revenues, general and administrative expenses increased to 10.7% in fiscal 2004 compared to 9.5% in fiscal 2003. This increase, as a percentage of total revenues, resulted from increased general and administrative costs and a 3.6% increase in total revenues.

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Retail Operating Expenses

The increase in retail operating expenses was due to an increase in the number of stores in operation during the first nine months of fiscal 2004 (8) versus the first nine months of fiscal 2003 (4). Retail operating expenses, as a percentage of retail sales, decreased from 64.2% in the first nine months of fiscal 2003 to 56.5% in the first nine months of fiscal 2004 due to a change in mix of stores in operation and related seasonality.

Depreciation and Amortization

Depreciation and amortization of $606,000 in the first nine months of fiscal 2004 approximated the $613,000 incurred in the first nine months of fiscal 2003.

Provision for Loss on Accounts and Notes Receivable and Related Foreclosure Costs

The provision for loss on accounts and notes receivable and related foreclosure costs in the first nine months of fiscal 2003 resulted from the insolvency of a single franchisee. There was no such provision in the first nine months of fiscal 2004.

Other Expense, Net

Other expense, net of $47,000 incurred in the first nine months of fiscal 2004 represents a 57.4% decrease from the $111,000 incurred in the first nine months of fiscal 2003, due primarily to lower interest expense on lower average outstanding balances of long-term debt partially offset by lower interest income on lower average outstanding amounts of notes receivable.

Income Tax Expense

The Company’s effective income tax rate in the first nine months of fiscal 2004 was 37.8% which is the same rate as the first nine months of fiscal 2003.

Liquidity and Capital Resources

As of November 30, 2003, working capital was $6.3 million, compared with $4.8 million as of February 28, 2003, an increase of $1.5 million. The increase in working capital was primarily due to operating results.

Cash and cash equivalent balances increased from $1.3 million as of February 28, 2003 to $3.0 million as of November 30, 2003 as a result of cash flows provided by operating activities in excess of cash flows used by financing and investing activities. The Company’s current ratio was 3.06 to 1 at November 30, 2003 in comparison with 2.65 to 1 at February 28, 2003. The Company monitors current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, financing and investing requirements.

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 November 30, 2003 of $1.9 million), and chattel mortgage notes (unpaid balance as of November 30, 2003 of $1.5 million) used to improve and automate the Company’s factory infrastructure.

The Company has a $2.5 million ($2.5 million available as of November 30, 2003) 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, 2004.

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 2004.

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.

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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.

As of November 30, 2003, all of the Company’s long-term debt was subject to a variable interest rate. The Company also has a $2.5 million bank line of credit that bears interest at a variable rate. As of November 30, 2003, no amount 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.

Item 4. Controls and Procedures

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of the disclosure controls and procedures within 90 days of the filing date of this quarterly report, and, based on their evaluation, the Company’s principal executive officer and principal financial officer have concluded that these controls and procedures are effective. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files under the Exchange Act is accumulated and communicated to management, including the principal executive officer the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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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 and Use of Proceeds
    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
             
      4.1     Fourth Amendment, dated October 31, 2003, to Credit Agreement dated August 31, 2001 between Wells Fargo Bank and the Registrant
             
      31.1     Certification Filed Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002, Chief Executive Officer
             
      31.2     Certification Filed Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002, Chief Financial Officer
             
      32.1     Certification Furnished Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002, Chief Executive Officer
             
      32.2     Certification Furnished Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002, Chief Financial Officer
       
  B.   Reports on Form 8-K
 
      A current Report on Form 8-K was furnished to the SEC on January 8, 2004 disclosing Item 12 and Item 7 information.

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.
                              (Registrant)
         
Date: January 14, 2004       /s/ Bryan J. Merryman
       
        Bryan J. Merryman, Chief Operating Officer,
        Chief Financial Officer, Treasurer and Director

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EXHIBIT INDEX

             
      Exhibits      
 
      4.1     Fourth Amendment, dated October 31, 2003, to Credit Agreement dated August 31, 2001 between Wells Fargo Bank and the Registrant
             
      31.1     Certification Filed Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002, Chief Executive Officer
             
      31.2     Certification Filed Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002, Chief Financial Officer
             
      32.1     Certification Furnished Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002, Chief Executive Officer
             
      32.2     Certification Furnished Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002, Chief Financial Officer