UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 2, 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 |
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 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 ý No o
On November 16, 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)
|
|
|
October 2, 2004 |
|
January 3, 2004 |
|
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ASSETS: |
|
|
|
|
|
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Cash and cash equivalents |
|
$ |
13,473 |
|
$ |
1,300 |
|
|
Receivables, net of allowance for doubtful accounts of $1,243 and $1,948, respectively |
|
6,611 |
|
9,070 |
|
||
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Amounts due from affiliates |
|
23 |
|
— |
|
||
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Inventories |
|
2,724 |
|
1,962 |
|
||
|
Prepaid expenses and other |
|
1,599 |
|
1,122 |
|
||
|
Deferred tax asset |
|
1,391 |
|
1,535 |
|
||
|
|
|
|
|
|
|
||
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Total current assets |
|
25,821 |
|
14,989 |
|
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Property and equipment, net |
|
3,515 |
|
3,174 |
|
||
|
Goodwill, net |
|
113,456 |
|
113,456 |
|
||
|
Trademarks and other intangible assets, net |
|
24,101 |
|
26,149 |
|
||
|
Deferred loan costs, net of accumulated amortization of $8,727 and $20,470 |
|
8,160 |
|
4,222 |
|
||
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Other assets |
|
599 |
|
612 |
|
||
|
|
|
|
|
|
|
||
|
|
|
$ |
175,652 |
|
$ |
162,602 |
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|
|
|
|
|
|
|
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LIABILITIES AND MEMBER’S DEFICIT: |
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|
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|
|
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Accounts payable |
|
$ |
3,566 |
|
$ |
6,789 |
|
|
Accrued liabilities |
|
10,808 |
|
13,210 |
|
||
|
Current liabilities of discontinued operations |
|
68 |
|
405 |
|
||
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Amounts due to affiliates |
|
2,646 |
|
3,135 |
|
||
|
Current portion of capital lease obligations |
|
39 |
|
— |
|
||
|
Current portion of deferred revenues |
|
2,013 |
|
2,289 |
|
||
|
|
|
|
|
|
|
||
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Total current liabilities |
|
19,140 |
|
25,828 |
|
||
|
Long-term debt |
|
195,747 |
|
185,762 |
|
||
|
Capital lease obligations, net of current portion |
|
445 |
|
— |
|
||
|
Deferred revenues, net of current portion |
|
1,045 |
|
2,019 |
|
||
|
Deferred tax liability |
|
3,667 |
|
4,814 |
|
||
|
|
|
|
|
|
|
||
|
Total liabilities |
|
220,044 |
|
218,423 |
|
||
|
|
|
|
|
|
|
||
|
Member’s deficit |
|
(44,277 |
) |
(55,601 |
) |
||
|
Deferred stock compensation |
|
— |
|
(75 |
) |
||
|
Accumulated other comprehensive loss |
|
(115 |
) |
(145 |
) |
||
|
|
|
|
|
|
|
||
|
Total member’s deficit |
|
(44,392 |
) |
(55,821 |
) |
||
|
|
|
|
|
|
|
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COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
||
|
|
|
$ |
175,652 |
|
$ |
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 |
|
||||
|
|
|
October 2, 2004 |
|
September 27, 2003 |
|
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|
|
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REVENUES: |
|
|
|
|
|
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|
Franchising |
|
$ |
14,117 |
|
$ |
15,396 |
|
|
Gifts |
|
3,545 |
|
2,605 |
|
||
|
Licensing |
|
1,353 |
|
1,348 |
|
||
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Other |
|
79 |
|
78 |
|
||
|
|
|
|
|
|
|
||
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Total revenues |
|
19,094 |
|
19,427 |
|
||
|
|
|
|
|
|
|
||
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OPERATING COSTS AND EXPENSES: |
|
|
|
|
|
||
|
Franchising |
|
4,977 |
|
4,549 |
|
||
|
Gifts |
|
2,881 |
|
1,912 |
|
||
|
Licensing |
|
88 |
|
274 |
|
||
|
General and administrative |
|
2,179 |
|
2,633 |
|
||
|
Stock compensation expense |
|
49 |
|
32 |
|
||
|
Depreciation |
|
288 |
|
856 |
|
||
|
Amortization |
|
708 |
|
455 |
|
||
|
Other operating expenses (income), net |
|
26 |
|
(25 |
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