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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission file number: 333-45179

MRS. FIELDS' ORIGINAL COOKIES, INC.
(Exact Name of Registrant Specified in Its Charter)

        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 ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes o    No ý

        The registrant had 400 shares of common stock, $0.01 par value, outstanding at August 1, 2003.

MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

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PART 1—FINANCIAL INFORMATION

ITEM 1. Financial Statements

MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)

See accompanying notes to condensed consolidated financial statements.

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MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(Dollars in thousands)

See accompanying notes to condensed consolidated financial statements.

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MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(Dollars in thousands)

See accompanying notes to condensed consolidated financial statements.

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MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)

See accompanying notes to condensed consolidated financial statements.

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MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)   BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements have been prepared by Mrs. Fields' Original Cookies, Inc. and subsidiaries ("Mrs. Fields" or the "Company") in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-Q and, accordingly, do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to present fairly the financial position of Mrs. Fields as of June 28, 2003 and December 28, 2002, and the results of its operations and its cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 28, 2002 contained in Mrs. Fields' Annual Report on Form 10-K.

        The results of operations for the 13 and 26 weeks ended June 28, 2003 are not necessarily indicative of the results that may be expected for the remainder of the fiscal year ending January 3, 2004. Loss per share information is not presented as Mrs. Fields is wholly owned by Mrs. Fields' Holding Company, Inc. ("Mrs. Fields' Holding") and, therefore, its shares are not publicly traded. Mrs. Fields' Holding is a wholly owned subsidiary of Mrs. Fields Famous Brands, Inc. ("MFFB").

        The results of operations and cash flows for the 26 weeks ended June 29, 2002 have been restated to reflect the transitional provisions of the cumulative effect of a change in accounting principle. The Company completed its analysis of the impact of Statement of Financial Accounting Standards No. 142, ("SFAS 142") in the third quarter of 2002 and, in accordance with the requirements of SFAS 142, recorded the resultant cumulative effect of a change in accounting principle of $39.1 million effective as of the beginning of fiscal 2002.

        Certain reclassifications have been made to the prior period's condensed consolidated financial statements to conform with the current period's presentation.

(2)   LIQUIDITY

        Management believes the Company's operations have been negatively impacted over the past two years by reduced mall traffic due to the recession during 2001 and the continued economic instability, the events of September 11, 2001 and the war in Iraq that commenced during the first quarter of 2003. The Company has incurred net losses from the date of its formation resulting in a stockholder's deficit of $75.7 million at June 28, 2003. The Company used $2.8 million of cash for operating activities during the 26 weeks ended June 28, 2003. The Company generated $1.6 million of cash from investing activities during the 26 weeks ended June 28, 2003, primarily from proceeds from the sale of 27 company owned stores to franchisees offset by purchases of property and equipment. The Company used $200,000 of cash for financing activities during the 26 weeks ended June 28, 2003, principally for a distribution to parent under the tax sharing agreement and payments of debt financing costs, long-term debt and capital leases offset by borrowings under the revolving line of credit.

        During 2003, the Company expects that its principal uses of cash will be for working capital, capital expenditures, store closure obligations, debt service requirements, payments to MFFB in accordance with the Tax Allocation Agreement (see Note 7) and other general corporate purposes. In March 2003, Mrs. Fields paid MFFB $5.0 million relating to its obligations under the Tax Allocation Agreement for fiscal 2002. In July 2003, Mrs. Fields paid MFFB $1.1 million relating to its obligations

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under the Tax Allocation Agreement for fiscal 2003. During the second half of fiscal 2003, Mrs. Fields expects to pay MFFB an additional $2.4 million relating to its fiscal 2003 obligations under the Tax Allocation Agreement. The Company expects that its principal sources of cash will be provided by operating activities, proceeds from the sale of assets including the sale of company owned stores to new or existing franchisees and borrowings from the revolving line of credit. At June 28, 2003, the Company had $1.9 million available under its revolving line of credit. In March 2003, the Company received $2.0 million from a supplier as an advance to develop a beverage concept at company owned and franchised stores.

        The Company is highly leveraged. In addition to its credit facility with Foothill Capital Corporation (see Note 5), the Company has $140 million of senior unsecured notes due on December 1, 2004 (the "Senior Notes"). The Senior Notes require semi-annual interest payments of approximately $7.1 million on June 1 and December 1. Due to borrowing restrictions under its senior note indenture and required maintenance of financial covenants under the Foothill Credit Facility, the Company's ability to obtain additional debt financing is significantly limited. Therefore, the Company may sell additional company owned stores, defer capital expenditures and extend vendor payments to meet its debt service obligations. The Company believes that its sources of cash will be adequate to meet its cash requirements anticipated for the next 12 months. The Company is in compliance with its covenants underlying its Foothill Credit Facility and its Senior Notes at June 28, 2003.

        Mrs. Fields, Mrs. Fields' Holding, MFFB and TCBY have engaged an investment banking firm to act as financial advisors to assist in the evaluation of various financing alternatives, which may include, among other alternatives, the refinancing of the Senior Notes. There can be no assurances that the Company will be successful in refinancing the Senior Notes or consummating any other recommended financing alternatives.

(3)   RELATED PARTY TRANSACTIONS

        The Company is party to various related party transactions with its parent company, Mrs. Fields' Holding, and with TCBY Holding Company, Inc., a wholly owned subsidiary of MFFB ("TCBY Holding"), and its subsidiaries (collectively, "TCBY"). The intercompany balance due to Mrs. Fields' Holding is principally the amount due under an Assignment and Assumption Agreement entered into on December 29, 2001 for the assignment of 20 Pretzel Time stores formerly owned and operated by Mrs. Fields' Holding.

        Amounts receivable from TCBY represent amounts receivable under a management agreement, with the retention amount receivable classified as long-term. The amounts due to TCBY at December 28, 2002 primarily represent amounts due for excess royalties paid by TCBY under a license agreement to sell Mrs. Fields branded ice cream that were repaid in February 2003. The amounts due to TCBY at June 28, 2003 represent royalties for the sale of TCBY products at company owned stores.

        Amounts due to Riverport Equipment and Distribution Company, a subsidiary of TCBY ("Riverport"), are from purchases of equipment and smallware supplies for company owned stores.

        Amounts due to MFFB represent amounts due under the Amended and Restated Tax Allocation Agreement among the Company, MFFB, Mrs. Fields' Holding, TCBY Holding and all of their respective subsidiaries.

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        Amounts due to/from affiliates as of June 28, 2003 and December 28, 2002 are as follows (in thousands):

(4)   STORE CLOSURE RESERVE

        The Company's management reviews the historical and projected operating performance of its stores on a periodic basis to identify under-performing stores for impairment of net property investment or for targeted closing. The Company's policy is to recognize an impairment loss for that portion of the net property investment determined to be impaired. Additionally, when a store is identified for targeted closing, the costs of closing the store are reserved. These costs consist primarily of estimated lease termination costs. Lease termination costs include both one-time settlement payments and continued contractual payments over time under the original lease agreements where no settlement can be reached with the landlord. As a result, although all stores targeted for closure may have been closed, the store closure reserve will continue to have a balance until all cash payments have been made. The Company does not accrue for future expected operating losses.

        Management periodically reassesses the remaining store closure reserves based on all available relevant data. Reserves for closed stores that are settled on terms more favorable than were originally estimated and expensed through the store closure provision are reversed through the store closure provision in the statement of operations. As of June 28, 2003, the remaining store closure reserve was $1.6 million.

        The following presents a summary of the activity in the store closure reserve for the 13 weeks and 26 weeks ended June 28, 2003 and June 29, 2002 (in thousands):