ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 27, 2005

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to               

Commission file number 333-117263

STATE OF COLORADO

84-0511072

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

400 WEST 48^TH AVENUE, DENVER, COLORADO

80216

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 296-2121

PART I - FINANCIAL INFORMATION 

Item 1.

Consolidated Financial Statements

Consolidated Balance Sheets as of January 27, 2005 and October 28, 2004 (As restated)

Consolidated Statements of Operations for the 91 days ended January 27, 2005 and 88 days ended January 22, 2004 (As restated)

Consolidated Statements of Cash Flows for the 91 days ended January 27, 2005 and 88 days ended January 22, 2004 (As restated)

Notes to Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits

SIGNATURES

January 27, 2005

October 28, 2004

(As restated)

Assets

Current assets:

Cash and cash equivalents

$

8,416

$

1,332

Receivables, net

9,648

11,915

Inventories

9,310

12,245

Deferred income taxes, short-term

2,704

2,463

Prepaid expenses and other current assets

3,072

3,432

Income tax receivable

—

270

Total current assets

33,150

31,657

Property and equipment, net

79,923

80,316

Assets under deemed landlord financing liability, net

111,391

110,342

Deferred income taxes, long-term

20,182

19,401

Goodwill

72,979

72,979

Trademarks and tradenames

42,600

42,600

Franchise rights, net

11,221

11,358

Other assets, net

13,118

13,763

Total assets

$

384,564

$

382,416

Liabilities and stockholders’ equity

Current liabilities:

Current maturities of long-term debt and capitalized lease obligations

$

162

$

201

Cash overdraft

—

3,190

Accounts payable

11,029

13,174

Accrued compensation

5,782

7,138

Accrued taxes

9,665

7,992

Other accrued expenses

22,048

18,520

Total current liabilities

48,686

50,215

Long-term debt

140,170

141,469

Capitalized lease obligations

233

248

Deemed landlord financing liability

116,127

114,670

Other noncurrent liabilities

8,322

7,057

Total liabilities

313,538

313,659

Commitments and contingencies

Stock subject to repurchase

1,063

1,063

Stockholders’ equity:

Preferred stock, $0.0001 par value:

Series A, 100,000 shares authorized, 68,659 shares issued and outstanding at January 27, 2005 and 68,659 shares issued and outstanding at October 28, 2004 (aggregate liquidation preference of $81,040 and $78,846, respectively)

82,069

80,022

Unclassified preferred stock, 100,000 shares authorized, no shares issued or outstanding

—

—

Common stock $0.0001 par value:

Class A, 2,800,000 shares authorized, 1,386,552 shares issued and outstanding at January 27, 2005 and 1,386,552 shares issued and outstanding at October 28, 2004

—

—

Paid-in capital

2,426

2,426

Treasury stock, at cost, 923.87 shares of preferred stock and 80,603 shares of common stock at January 27, 2005 and October 28, 2004

(1,004

)

(1,004

)

Accumulated deficit

(13,528

)

(13,750

)

Total stockholders’ equity

69,963

67,694

Total liabilities and stockholders’ equity

$

384,564

$

382,416