UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
|
ý |
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|||
|
|
|
|
|
|
|
For the quarterly period ended July 3, 2004 |
||||
|
|
|
|
|
|
|
OR |
||||
|
|
|
|
|
|
|
o |
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: 333-115046 |
||||
|
MRS. FIELDS FAMOUS BRANDS, LLC |
||
|
(Exact Name of Registrant Specified in Its Charter) |
||
|
|
|
|
|
Delaware |
|
80-0096938 |
|
(State or Other Jurisdiction of |
|
(IRS Employer Identification No.) |
|
|
|
|
|
2855 East Cottonwood Parkway, Suite 400 |
|
|
|
Salt Lake City, Utah |
|
84121-1050 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code: (801) 736-5600 |
||
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 o |
|
No ý |
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 |
On August 17, 2004, 100 common interests of registrant were outstanding, all of which are held by an affiliate. There is no established trading market for registrant’s common interests.
MRS. FIELDS FAMOUS BRANDS, LLC AND SUBSIDIARIES
TABLE OF CONTENTS
2
PART 1 – FINANCIAL INFORMATION
ITEM 1. Financial Statements
MRS. FIELDS FAMOUS BRANDS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
|
|
|
July 3, 2004 |
|
January 3, 2004 |
|
||
|
ASSETS: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
16,783 |
|
$ |
1,300 |
|
|
Receivables, net of allowance for doubtful accounts of $1,508 and $1,948, respectively |
|
6,983 |
|
9,070 |
|
||
|
Amounts due from affiliates |
|
182 |
|
— |
|
||
|
Inventories |
|
2,095 |
|
1,962 |
|
||
|
Prepaid rent and other |
|
940 |
|
1,122 |
|
||
|
Deferred tax asset |
|
1,605 |
|
1,535 |
|
||
|
|
|
|
|
|
|
||
|
Total current assets |
|
28,588 |
|
14,989 |
|
||
|
Property and equipment, net |
|
3,280 |
|
3,174 |
|
||
|
Goodwill, net |
|
113,456 |
|
113,456 |
|
||
|
Trademarks and other intangible assets, net |
|
24,784 |
|
26,149 |
|
||
|
Deferred loan costs, net of accumulated amortization of $8,405 and $20,470 |
|
8,337 |
|
4,222 |
|
||
|
Other assets |
|
631 |
|
612 |
|
||
|
|
|
|
|
|
|
||
|
|
|
$ |
179,076 |
|
$ |
162,602 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND MEMBER’S DEFICIT: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
1,895 |
|
$ |
6,789 |
|
|
Accrued liabilities |
|
17,797 |
|
13,210 |
|
||
|
Current liabilities of discontinued operations |
|
96 |
|
405 |
|
||
|
Amounts due to affiliates |
|
1,901 |
|
3,135 |
|
||
|
Current portion of capital lease obligations |
|
37 |
|
— |
|
||
|
Current portion of deferred revenues |
|
2,372 |
|
2,289 |
|
||
|
|
|
|
|
|
|
||
|
Total current liabilities |
|
24,098 |
|
25,828 |
|
||
|
Long-term debt |
|
195,747 |
|
185,762 |
|
||
|
Capital lease obligations, net of current portion |
|
456 |
|
— |
|
||
|
Deferred revenues, net of current portion |
|
1,369 |
|
2,019 |
|
||
|
Deferred tax liability |
|
3,148 |
|
4,814 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities |
|
224,818 |
|
218,423 |
|
||
|
Member’s deficit |
|
(45,565 |
) |
(55,601 |
) |
||
|
Deferred stock compensation |
|
(48 |
) |
(75 |
) |
||
|
Accumulated other comprehensive loss |
|
(129 |
) |
(145 |
) |
||
|
|
|
|
|
|
|
||
|
Total member’s deficit |
|
(45,742 |
) |
(55,821 |
) |
||
|
|
|
|
|
|
|
||
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
||
|
|
|
$ |
179,076 |
|
$ |
162,602 |
|
See accompanying notes to condensed consolidated financial statements.
3
MRS. FIELDS FAMOUS BRANDS, LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
|
|
|
13 Weeks Ended |
|
||||
|
|
|
July 3, 2004 |
|
June 28, 2003 |
|
||
|
|
|
|
|
|
|
||
|
REVENUES: |
|
|
|
|
|
||
|
Franchising |
|
$ |
15,228 |
|
$ |
14,928 |
|
|
Gifts |
|
4,758 |
|
3,200 |
|
||
|
Licensing |
|
1,191 |
|
1,325 |
|
||
|
Other |
|
58 |
|
114 |
|
||
|
|
|
|
|
|
|
||
|
Total revenues |
|
21,235 |
|
19,567 |
|
||
|
|
|
|
|
|
|
||