rmcfd20260112_8k.htm
false 0001616262 0001616262 2026-01-13 2026-01-13
 
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): January 13, 2026
 
Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in its charter)
 
logo.jpg
 
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, including zip code, of principal executive offices)
 
Registrant's telephone number, including area code: (970) 259-0554
 
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 (see General Instruction A.2. below):
 
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 check mark 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 January 13, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) issued a press release (the “Release”) reporting its results of operations for the three and nine months ended November 30, 2025. 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 No.
Description
   
99.1*
104
Cover Page Interactive Data File (embedded with the Inline XBRL document)
 
 
*Furnished herewith
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
     
     
Date: January 13, 2026
By:
/s/ Jeffrey R. Geygan
 
Name:
Jeffrey R. Geygan
 
Title:
Interim Chief Executive Officer
 
 

Exhibit 99.1

 

logo.jpg

 

ROCKY MOUNTAIN CHOCOLATE FACTORY REPORTS THIRD QUARTER FISCAL 2026 FINANCIAL RESULTS

 

Improved Operating Performance Drives Meaningful Gains in Gross Margin and Profitability

 

Executed Milestone Franchise Area Development Agreement to Bring 34 New Stores to Market

 

Management to Host Conference Call Wednesday at 9:00 a.m. Eastern Time

 

DURANGO, Colo., January 13, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company”, “we”, “RMCF”, or “Rocky Mountain Chocolate Factory”), America’s Chocolatier™ and a leading franchiser of a premium chocolate and confectionary retail store concept, is reporting financial and operating results for its third quarter of fiscal 2026, which ended November 30, 2025.

 

“During the third quarter, we continued to execute our margin-first transformation, making deliberate decisions to exit lower-margin revenue streams and prioritize profitability,” said Jeff Geygan, Interim CEO of Rocky Mountain Chocolate Factory. “This led to meaningful improvement in gross profit and margin, which remains our primary focus as we reposition the business for sustainable growth. Ongoing initiatives related to pricing adjustments, SKU rationalization and improved product mix are beginning to take hold, even as we work through higher input costs and near-term operational inefficiencies tied to production transitions.

 

“At the same time, we are seeing very encouraging momentum across our franchise development pipeline. We currently have two new stores under construction and announced a new Area Development Agreement with four franchisees that will bring 34 new stores to market, reflecting growing interest from well-capitalized, financially sophisticated, multi-unit operators who are aligned with our refreshed strategy and brand direction. Our franchise development team is actively working to capitalize on new franchise opportunities, supported by improved digital marketing and a targeted approach to identifying the right partners for long-term success.”

 

“Subsequent to quarter end,” Geygan continued, “we took important steps to strengthen our financial position by completing a $2.7 million equity capital raise, allowing us to reduce leverage and reinforce our balance sheet with additional working capital. This improved liquidity provides greater flexibility to invest in our operations and advance key strategic initiatives.

 

 

 

“As we continue through our transformational process, we are increasingly focused on leveraging the tools and capabilities we’ve put in place to drive stronger execution across the system. With over 120 franchise stores now live on our new point-of-sale platform, we expect to have greater visibility into customer behavior and store-level performance, enabling more informed, data-driven decisions that can enhance franchisee performance over time. Further, our recently launched third-party delivery and catering service integration expands digital capabilities and off-premise access while preserving attractive economics for our franchise partners. Alongside a broader set of operational and technology initiatives underway, we believe these efforts are strengthening system-wide visibility and execution as we continue to scale.”

 

Fiscal Third Quarter 2026 Financial Results vs. Year-Ago Quarter

 

 

Total revenue was $7.5 million for the third quarter of fiscal 2026 compared to $7.9 million in the year-ago quarter, reflecting the Company’s intentional exit from lower-margin specialty and wholesale channels as part of its margin-first strategy. The decline was partially offset by the benefit of pricing actions across various SKUs.

 

 

Total product and retail gross profit increased to $1.4 million in the third quarter of fiscal 2026 compared to $0.7 million in the year-ago quarter, driven by pricing actions, improved product mix and labor efficiencies. While these gains were partially offset by short-term operational inefficiencies relating to higher raw material and freight costs, the Company continues to optimize its manufacturing and cost structure.

 

 

Total costs and expenses improved to $7.5 million in the third quarter of fiscal 2026, down from $8.6 million in the year-ago quarter with savings realized across nearly all areas of operations.

 

 

Net loss was $0.2 million or $(0.02) per share for the third quarter of fiscal 2026, compared to a net loss of $0.8 million or $(0.11) per share in the year-ago quarter.

 

 

EBITDA was $0.4 million in the third quarter of fiscal 2026 compared to $(0.4) million in the year-ago quarter, with the improvement driven by the aforementioned increase in gross profit and lower costs and expenses.

 

 

 

Conference Call Information

 

The Company will conduct a conference call to discuss its financial results. A question-and-answer session will follow management’s opening remarks. The conference call details are as follows:

 

Date: Wednesday, January 14, 2026

Time: 9:00 a.m. Eastern time

Dial-in registration link: here

Live webcast registration link: here

 

Please dial into the conference call 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting to the conference call, please contact the Company’s investor relations team at [email protected].

 

The conference call will also be broadcast live and available for replay in the investor relations section of the Company’s website at https://ir.rmcf.com/.

 

About Rocky Mountain Chocolate Factory, Inc.

 

Rocky Mountain Chocolate Factory, Inc. is a leading franchiser of a 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 2025 and Franchise Times’ Franchise 400® for 2024. The Company and its franchisees and licensees operate over 250 Rocky Mountain Chocolate Factory stores across the United States, with several international locations. The Company's common stock is listed on the Nasdaq Global 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," “may,” “would,” “could,” “continue,” “likely,” “might,” “seek,” “outlook,” “explore,” or the negative of these terms or other 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, our business strategy and plan, our strategic priorities, our store pipeline, and our transformation, 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 the 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, the outcome of legal proceedings, 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, financial covenants in our credit agreements, 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.

 

GAAP to Non-GAAP Financial Measures

 

This press release includes a non-GAAP financial measure, EBITDA, which the Company defines as net earnings attributable to the Company before interest expense, taxes on income, and depreciation and amortization. A reconciliation of EBITDA with GAAP net earnings attributable to the three months ended November 30, 2025 and 2024 is included in this press release. 

 

Investor Contact

 

Sean Mansouri, CFA

Elevate IR

720-330-2829

[email protected]

 

 

 

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

 

   

November 30, 2025 (unaudited)

   

February 28, 2025

 

Assets

               

Current Assets

               

Cash and cash equivalents

  $ 641     $ 720  

Accounts receivable, less allowance for credit losses of $157 and $307, respectively

    3,851       3,405  

Notes receivable, current portion, less current portion of the allowance for credit losses of $28

    66       11  

Refundable income taxes

    64       64  

Inventories

    3,962       4,630  

Other

    481       393  

Total current assets

    9,065       9,223  

Property and Equipment, Net

    8,820       9,409  

Other Assets

               

Notes receivable, net of current portion

    51       69  

Goodwill

    576       576  

Intangible assets, net

    190       210  

Lease right of use asset

    1,430       1,241  

Other

    596       447  

Total other assets

    2,843       2,543  

Total Assets

  $ 20,728     $ 21,175  

Liabilities and Stockholders' Equity

               

Current Liabilities

               

Accounts payable

  $ 3,450     $ 4,816  

Accrued salaries and wages

    636       697  

Gift card liabilities

    652       649  

Other accrued expenses

    162       80  

Contract liabilities

    103       139  

Lease liability, current portion

    460       488  

Total current liabilities

    5,463       6,869  

Notes payable

    7,770       5,957  

Lease liability, less current portion

    992       770  

Contract liabilities, less current portion

    497       604  

Total Liabilities

    14,722       14,200  

Commitments and Contingencies

               

Stockholders' Equity

               

Preferred stock, $0.001 par value per share; 250,000 authorized; 0 shares issued and outstanding

    -       -  

Common stock, $0.001 par value, 46,000,000 shares authorized, 7,804,230 shares and 7,722,174 shares issued and outstanding, respectively

    8       8  

Additional paid-in capital

    12,527       12,355  

Accumulated deficit

    (6,529 )     (5,388 )

Total stockholders' equity

    6,006       6,975  

Total Liabilities and Stockholders' Equity

  $ 20,728     $ 21,175  

 

 

 

 

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

 

   

Three Months Ended

   

Nine Months Ended

 
   

November 30,

   

November 30,

 
   

2025

   

2024

   

2025

   

2024

 

Revenues

                               

Sales

  $ 6,332     $ 6,719     $ 16,233     $ 16,916  

Franchise and royalty fees

    1,211       1,174       4,506       3,764  

Total Revenue

    7,543       7,893       20,739       20,680  
                                 

Costs and Expenses

                               

Cost of sales

    4,979       6,044       14,587       15,980  

Franchise costs

    590       616       1,737       2,109  

Sales and marketing

    242       272       671       840  

General and administrative

    1,158       1,427       3,135       4,288  

Retail operating

    380       171       813       564  

Depreciation and amortization, exclusive of depreciation and amortization expense of $233, $211, $698 and $598, respectively, included in cost of sales

    112       63       338       143  

Total costs and expenses

    7,461       8,593       21,281       23,924  
                                 

Income (Loss) from Operations

    82       (700 )     (542 )     (3,244 )
                                 

Other Income (Expense)

                               

Interest expense

    (243 )     (160 )     (621 )     (258 )

Interest income

    6       7       22       21  

Gain on disposal of assets

    -       6       -       254  

Other (expense) income, net

    (237 )     (147 )     (599 )     17  
                                 

Loss Before Income Taxes

    (155 )     (847 )     (1,141 )     (3,227 )
                                 

Income Tax Provision (Benefit)

    -       -       -       -  
                                 

Net Loss

  $ (155 )   $ (847 )   $ (1,141 )   $ (3,227 )
                                 

Basic Loss per Common Share

  $ (0.02 )   $ (0.11 )   $ (0.15 )   $ (0.47 )
                                 

Diluted Loss per Common Share

  $ (0.02 )   $ (0.11 )   $ (0.15 )   $ (0.47 )
                                 

Weighted Average Common Shares Outstanding - Basic

    7,799,396       7,643,690       7,775,948       6,883,263  

Dilutive Effect of Employee Stock Awards

    -       -       -       -  

Weighted Average Common Shares Outstanding - Diluted

    7,799,396       7,643,690       7,775,948       6,883,263  

 

 

 

 

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Computation of EBITDA

(In thousands Unaudited)

Three Months Ended November 30,

 

   

FY26

   

FY25

 

Net Loss

  $ (155 )   $ (847 )

Depreciation & Amortization

    345       274  

Interest

    237       153  
                 

EBITDA

  $ 427     $ (420 )