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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July
14, 2026

Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36865 |
|
47-1535633 |
| (State
or other jurisdiction of incorporation |
|
(Commission
File Number |
|
(IRS Employer
Identification No.) |
265 Turner Drive
Durango, Colorado 81303
(Address of principal executive offices) (Zip Code)
(970) 259-0554
Registrant’s telephone number, including
area code:
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value per share |
|
RMCF |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b -2 of this chapter).
Emerging growth
company ☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial
Condition.
On July 14, 2026, Rocky
Mountain Chocolate Factory, Inc. (the “Company”) issued a press release (the “Release”) reporting its results
of operations for the three months ended May 31, 2026. A copy of the Release is attached hereto as Exhibit 99.1.
The information contained
in this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
Section, and shall not be deemed incorporated by reference into any other filing made by the Company under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation language included in such filing, except as expressly set forth
by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
|
Description |
| 99.1 |
|
Press release of Rocky Mountain Chocolate Factory, Inc., dated July 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto
duly authorized.
|
Date: July 14, 2026 |
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. |
| |
|
| |
By: |
/s/ Carrie Cass |
| |
|
Carrie Cass |
| |
|
Chief Financial Officer |
Exhibit 99.1

Rocky
Mountain Chocolate Factory Reports Fiscal First Quarter 2027 Financial Results
DURANGO,
Colo., July 14, 2026 (GLOBE NEWSWIRE) -- Rocky
Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company” or “RMCF”), America’s Chocolatier®
since 1981, is reporting financial and operating results for its first quarter fiscal 2027, which ended May 31, 2026.
“Since stepping into the Interim CEO role,
I have been encouraged by the commitment of our team, the engagement of our franchisees and the support of our Board,” said Allen
Harper, Interim CEO. “I want to thank Jeff for his leadership and recognize the work he, Carrie and the broader team have done to
strengthen the foundation of the business, including the important progress made across pricing, production efficiency, ERP and store-level
systems, franchisee ordering capabilities and customer engagement. While our first quarter results reflect continued near-term challenges,
I believe we are entering a phase where execution, alignment and accountability will be critical.”
“Working closely with the Board and leadership
team, our immediate focus is on improving production, strengthening fulfillment and distribution, pursuing higher-margin product opportunities
and evaluating ways to address the Company’s debt structure and working capital at favorable terms. These priorities will guide
us in the coming quarters as we focus on product quality, service and franchisee support to better position Rocky Mountain Chocolate Factory
for sustainable growth. Most importantly, we want our employees, franchisees and customers to feel renewed energy around this brand. We
are working hard to ultimately make chocolate fun again.”
Mel Keating, chairman of the Board, added, “Al
brings decades of leadership experience in consumer-facing businesses and a deep connection to the city of Durango, its people and this
Company through his service on the Board and as one of the Company’s largest shareholders. His familiarity with our business, franchise
network and strategic priorities allows him to lead from day one as the Company remains focused on disciplined execution and long-term
value creation for shareholders.”
Fiscal First Quarter 2027 Financial Results
vs. Fiscal First Quarter 2026
| ● | Total revenue was $6.1 million for the first
quarter of fiscal 2027 compared to $6.4 million in the first quarter of fiscal 2026. A 3% increase in Durango product and retail sales
from price increases was offset by lower royalty and marketing fees under revised franchise agreements. |
| ● | Total product and retail gross profit was $0.2
million in the first quarter of fiscal 2027 compared to $0.3 million in the first quarter of fiscal 2026, reflecting lower packaged product
sales. |
| ● | Total costs and expenses were $7.1 million in
the first quarter of fiscal 2027, up from $6.5 million in the first quarter of fiscal 2026. The increase was driven by higher cost of
sales, higher general and administrative costs tied to the franchise website and third-party delivery platform rollout, and higher retail
operating costs with the increase from two to four company-owned stores, partially offset by lower franchise and sales and marketing costs. |
| ● | Net loss was $1.2 million or $(0.12) per share
for the first quarter of fiscal 2027, compared to a net loss of $0.3 million or $(0.04) per share in the first quarter of fiscal 2026. |
| ● | EBITDA was $(0.6) million in the first quarter
of fiscal 2027 compared to $0.2 million in the first quarter of fiscal 2026. |
The Company will not host a conference call in
connection with this earnings release. The Company currently expects to host a conference call in connection with its fiscal second quarter
2027 results.
About Rocky Mountain Chocolate Factory, Inc.
Rocky Mountain Chocolate Factory, Inc. is a leading
franchisor of premium chocolate and confectionary retail store concept. As America’s Chocolatier®, the Company has
been producing an extensive line of premium chocolates and other confectionery products, including gourmet caramel apples since 1981.
Headquartered in Durango, Colorado, Rocky Mountain Chocolate Factory is ranked among Entrepreneur’s Franchise 500® for
2026. The Company and its franchisees and licensees operate approximately 250 Rocky Mountain Chocolate stores across the United States,
with several international locations. The Company’s common stock is listed on the Nasdaq Capital Market under the symbol “RMCF.”
Forward-Looking Statements
This press release includes statements of our
expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come
within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties.
The statements, other than statements of historical fact, included in this press release are forward-looking statements. 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,” “potential,”
or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.
All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including
statements regarding future financial and operating results and anticipated outcomes of our business strategy and plan, our expectations
regarding hosting conference calls, our efforts to improve production, fulfillment and distribution and pursuit of higher-margin product
opportunities are forward-looking statements. Management of the Company believes that these forward-looking statements are reasonable
as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements
speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking
statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from
historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to: inflationary
impacts, changes in the confectionery business environment, seasonality, consumer interest in our products, receptiveness of our products
internationally, consumer and retail trends, costs and availability of raw materials, competition, the success of our co-branding strategy,
the success of international expansion efforts and the effect of government regulations. For a detailed discussion of the risks and uncertainties
that may cause our actual results to differ from the forward-looking statements contained herein, please see the section entitled “Risk
Factors” contained in our periodic reports, each filed with the Securities and Exchange Commission.
Investor Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
RMCF@elevate-ir.com
Media Contact
Raymond Barrett
Director of Marketing
(305) 801-5641
rbarrett@rmcf.net
Rocky Mountain Chocolate Factory, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
| | |
Three Months Ended May 31, | |
| | |
2026 | | |
2025 | |
| Revenues | |
| | |
| |
| Sales | |
$ | 4,881 | | |
$ | 4,718 | |
| Franchise and royalty fees | |
| 1,232 | | |
| 1,655 | |
| Total Revenue | |
| 6,113 | | |
| 6,373 | |
| | |
| | | |
| | |
| Costs and Expenses | |
| | | |
| | |
| Cost of sales | |
| 4,702 | | |
| 4,392 | |
| Franchise costs | |
| 491 | | |
| 595 | |
| Sales and marketing | |
| 190 | | |
| 206 | |
| General and administrative | |
| 1,280 | | |
| 1,001 | |
| Retail operating | |
| 317 | | |
| 206 | |
| Depreciation and amortization, exclusive of depreciation and amortization expense of $227 and $228, respectively, included in cost of sales | |
| 139 | | |
| 118 | |
| Total costs and expenses | |
| 7,119 | | |
| 6,518 | |
| | |
| | | |
| | |
| Loss from Operations | |
| (1,006 | ) | |
| (145 | ) |
| | |
| | | |
| | |
| Other Income (Expense) | |
| | | |
| | |
| Interest expense | |
| (208 | ) | |
| (188 | ) |
| Interest income | |
| 46 | | |
| 9 | |
| Other income (expense), net | |
| (162 | ) | |
| (179 | ) |
| | |
| | | |
| | |
| Loss Before Income Taxes | |
| (1,168 | ) | |
| (324 | ) |
| | |
| | | |
| | |
| Income Tax Provision (Benefit) | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net Loss | |
$ | (1,168 | ) | |
$ | (324 | ) |
| | |
| | | |
| | |
| Basic Loss per Common Share | |
$ | (0.12 | ) | |
$ | (0.04 | ) |
| | |
| | | |
| | |
| Diluted Loss per Common Share | |
$ | (0.12 | ) | |
$ | (0.04 | ) |
| | |
| | | |
| | |
| Weighted Average Common Shares Outstanding - Basic | |
| 9,390,389 | | |
| 7,742,317 | |
| Dilutive Effect of Employee Stock Awards | |
| - | | |
| - | |
| Weighted Average Common Shares Outstanding - Diluted | |
| 9,390,389 | | |
| 7,742,317 | |
Rocky Mountain Chocolate Factory, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
| | |
May 31,
2026 (unaudited) | | |
February 28,
2026 | |
| Assets | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 609 | | |
$ | 1,218 | |
| Accounts receivable, less allowance for credit losses of $128 and $128, respectively | |
| 2,725 | | |
| 2,545 | |
| Notes receivable, current portion, less current portion of the allowance for credit losses of $28 and $28, respectively | |
| 47 | | |
| 59 | |
| Refundable income taxes | |
| 56 | | |
| 58 | |
| Inventories | |
| 3,228 | | |
| 4,057 | |
| Prepaid expenses | |
| 883 | | |
| 831 | |
| Total current assets | |
| 7,548 | | |
| 8,768 | |
| Property and Equipment, Net | |
| 8,709 | | |
| 8,775 | |
| Other Assets | |
| | | |
| | |
| Notes receivable, less current portion and allowance for credit losses of $0 and $0, respectively | |
| 33 | | |
| 36 | |
| Goodwill | |
| 576 | | |
| 576 | |
| Intangible assets, net | |
| 712 | | |
| 733 | |
| Lease right of use asset | |
| 1,671 | | |
| 1,310 | |
| Other | |
| 14 | | |
| 14 | |
| Total other assets | |
| 3,006 | | |
| 2,669 | |
| Total Assets | |
$ | 19,263 | | |
$ | 20,212 | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 4,593 | | |
$ | 5,088 | |
| Accrued salaries and wages | |
| 587 | | |
| 406 | |
| Gift card liabilities | |
| 654 | | |
| 654 | |
| Other accrued expenses | |
| 162 | | |
| 64 | |
| Deferred Income Tax | |
| 187 | | |
| 187 | |
| Lease liability | |
| 394 | | |
| 282 | |
| Contract Liability | |
| 107 | | |
| 105 | |
| Total current liabilities | |
| 6,684 | | |
| 6,786 | |
| Notes Payable | |
| 6,574 | | |
| 6,568 | |
| Lease Liability, Less Current Portion | |
| 1,300 | | |
| 1,054 | |
| Contract Liabilities, Less Current Portion | |
| 561 | | |
| 575 | |
| Total Liabilities | |
| 15,119 | | |
| 14,983 | |
| Commitments and Contingencies | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | |
| Preferred stock, $.001 par value per share; 250,000 authorized; 0 shares issued and outstanding | |
| - | | |
| - | |
| Common stock, $.001 par value, 46,000,000 shares authorized, 9,395,817 shares and 7,764,484 shares issued and outstanding, respectively | |
| 9 | | |
| 9 | |
| Additional paid-in capital | |
| 15,251 | | |
| 15,168 | |
| Accumulated deficit | |
| (11,116 | ) | |
| (9,948 | ) |
| Total stockholders’ equity | |
| 4,144 | | |
| 5,229 | |
| Total Liabilities and Stockholders’ Equity | |
$ | 19,263 | | |
$ | 20,212 | |
Rocky Mountain Chocolate Factory, Inc. and Subsidiaries
Condensed Consolidated Computation of EBITDA
(In Thousands)
Three Months Ended May 31
| | |
Three Months Ended May 31, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Net Loss | |
$ | (1,168 | ) | |
$ | (324 | ) |
| | |
| | | |
| | |
| Costs and Expenses | |
| | | |
| | |
| Depreciation and amortization | |
| 366 | | |
| 346 | |
| Interest expense | |
| 208 | | |
| 188 | |
| | |
| | | |
| | |
| EBITDA | |
| (594 | ) | |
| 210 | |
GAAP to Non-GAAP Financial Measures
This press release includes a non-GAAP financial
measure, EBITDA, which the Company defines as net earnings before interest expense, taxes on income, and depreciation and amortization.
A reconciliation of EBITDA with GAAP net earnings attributable to the Company is included in this press release.