Use these links to rapidly review the documentMRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES TABLE OF CONTENTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý                                                  |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------------
|For the Quarterly Period Ended: September 28, 2002
|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: 333-67393                 

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MRS. FIELDS' HOLDING COMPANY, INC.(Exact name of registrant specified in its charter)

DELAWARE(State or other jurisdiction of incorporation or organization)

87-0563475(IRS employer identification no.)2855 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah(Address of principal executive offices)

84121-7050(Zip code)


(801) 736-5600(Registrant's telephone number, including area code)

N/A(Former name, former address and former fiscal year, if changed since last report)

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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

The
registrant had 100 shares of common stock, $0.001 par value, outstanding at November 1, 2002.

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MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES        TABLE OF CONTENTS



|PART IFINANCIAL INFORMATION
|----------------------------
|Item 1.                     
|                            
|                            
|                            
|                            
|                            
|Item 2.                     
|Item 3.                     
|Item 4.                     
|PART IIOTHER INFORMATION   
|Item 1.                     
|Item 6.                     
|Signatures                  
|Certifications              





PART IFINANCIAL INFORMATION

ITEM 1. Financial Statements

MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED BALANCE SHEETS        (Unaudited)  (Dollars in thousands)        ASSETS

|                                                                                                     |                                                                                                                     | September 28,
2002         |         | December 29,
2001 |       
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ----------------- | ------
|CURRENT ASSETS:                                                                                      |                                                                                                                     |                            |         |                   |       
|                                                                                                     | Cash and cash equivalents                                                                                           |                            | $       | 2,308             |       
|                                                                                                     | Accounts receivable, net of allowance for doubtful accounts of $50 and $61, respectively                            |                            |         | 2,224             |       
|                                                                                                     | Amounts due from franchisees and licensees, net of allowance for doubtful accounts of $957 and $1,083, respectively |                            |         | 3,093             |       
|                                                                                                     | Amounts due from affiliates                                                                                         |                            |         | 303               |       
|                                                                                                     | Inventories                                                                                                         |                            |         | 3,298             |       
|                                                                                                     | Prepaid rent and other                                                                                              |                            |         | 716               |       
|                                                                                                     | Assets held for sale                                                                                                |                            |         |                  |       
|                                                                                                     |                                                                                                                     |                            |         |                   |       
|                                                                                                     |                                                                                                                     | Total current assets       |         |                   | 11,942
|                                                                                                     |                                                                                                                     |                            |         |                   |       
|PROPERTY AND EQUIPMENT, at cost:                                                                     |                                                                                                                     |                            |         |                   |       
|                                                                                                     | Leasehold improvements                                                                                              |                            |         | 35,583            |       
|                                                                                                     | Equipment and fixtures                                                                                              |                            |         | 29,086            |       
|                                                                                                     | Land                                                                                                                |                            |         | 240               |       
|                                                                                                     |                                                                                                                     |                            |         |                   |       
|                                                                                                     |                                                                                                                     |                            | 64,909  |                   |       
|                                                                                                     | Less accumulated depreciation and amortization                                                                      |                            |         | (41,750           | )     
|                                                                                                     |                                                                                                                     |                            |         |                   |       
|                                                                                                     |                                                                                                                     | Net property and equipment |         |                   | 23,159
|                                                                                                     |                                                                                                                     |                            |         |                   |       
|GOODWILL, net,                                                                                       |                                                                                                                     |                            | 64,564  |                   |       
|TRADEMARKS AND OTHER INTANGIBLES, net of accumulated amortization of $7,579 and $6,728, respectively |                                                                                                                     |                            | 11,082  |                   |       
|DEFERRED LOAN COSTS, net of accumulated amortization of $12,252 and $10,398, respectively            |                                                                                                                     |                            | 4,688   |                   |       
|AMOUNTS DUE FROM AFFILIATES                                                                          |                                                                                                                     |                            | 1,500   |                   |       
|OTHER ASSETS                                                                                         |                                                                                                                     |                            | 602     |                   |       
|                                                                                                     |                                                                                                                     |                            |         |                   |       
|                                                                                                     |                                                                                                                     | $                          | 117,537 |                   | $     
|                                                                                                     |                                                                                                                     |                            |         |                   |       

The
accompanying notes to condensed consolidated financial statements
are an integral part of these balance sheets.



MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED BALANCE SHEETS        (Unaudited)  (Dollars in thousands, except share data)    
LIABILITIES AND STOCKHOLDER'S DEFICIT

|                                                    |                                                                              | September 28, 2002          |         | December 29, 2001 |        
|--------------------------------------------------- | ---------------------------------------------------------------------------- | --------------------------- | ------- | ----------------- | -------
|CURRENT LIABILITIES:                                |                                                                              |                             |         |                   |        
|                                                    | Current portion of long-term debt                                            |                             | $       | 1,829             |        
|                                                    | Current portion of capital lease obligations                                 |                             |         | 441               |        
|                                                    | Accounts payable                                                             |                             |         | 9,314             |        
|                                                    | Bank borrowings under line of credit                                         |                             |         | 7,107             |        
|                                                    | Accrued liabilities                                                          |                             |         | 2,995             |        
|                                                    | Current portion of store closure reserve                                     |                             |         | 724               |        
|                                                    | Accrued salaries, wages and benefits                                         |                             |         | 4,990             |        
|                                                    | Accrued interest payable                                                     |                             |         | 4,728             |        
|                                                    | Sales taxes payable                                                          |                             |         | 625               |        
|                                                    | Amounts due to affiliates                                                    |                             |         | 132               |        
|                                                    | Current portion of deferred revenue                                          |                             |         | 23                |        
|                                                    |                                                                              |                             |         |                   |        
|                                                    |                                                                              | Total current liabilities   |         |                   | 32,908 
|LONG-TERM DEBT, net of current portion and discount |                                                                              |                             | 167,417 |                   |        
|CAPITAL LEASE OBLIGATIONS, net of current portion   |                                                                              |                             | 237     |                   |        
|STORE CLOSURE RESERVE, net of current portion       |                                                                              |                             | 1,353   |                   |        
|DEFERRED REVENUE, net of current portion            |                                                                              |                             | 3,781   |                   |        
|                                                    |                                                                              |                             |         |                   |        
|                                                    |                                                                              | Total liabilities           |         |                   | 205,696
|                                                    |                                                                              |                             |         |                   |        
|MINORITY INTEREST                                   |                                                                              |                             | 7       |                   |        
|                                                    |                                                                              |                             |         |                   |        
|STOCKHOLDER'S DEFICIT:                              |                                                                              |                             |         |                   |        
|                                                    | Common stock, $.001 par value; 100 shares authorized, 100 shares outstanding |                             |         |                  |        
|                                                    | Additional paid-in capital                                                   |                             |         | 55,963            |        
|                                                    | Accumulated deficit                                                          |                             |         | (144,031          | )      
|                                                    | Accumulated other comprehensive loss                                         |                             |         | (98               | )      
|                                                    |                                                                              |                             |         |                   |        
|                                                    |                                                                              | Total stockholder's deficit |         |                   | (88,166
|                                                    |                                                                              |                             |         |                   |        
|                                                    |                                                                              | $                           | 117,537 |                   | $      
|                                                    |                                                                              |                             |         |                   |        

The
accompanying notes to condensed consolidated financial statements
are an integral part of these balance sheets.





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

|                                                                                         |                                         | 13 Weeks Ended                       |       
|---------------------------------------------------------------------------------------- | --------------------------------------- | ------------------------------------ | ------
|
|REVENUES:                                                                                |                                         |                                      |       
|                                                                                         | Net store and food sales                |                                      | $     
|                                                                                         | Franchising and licensing               |                                      |       
|                                                                                         | Mail order                              |                                      |       
|                                                                                         | Management fee revenue                  |                                      |       
|                                                                                         | Other operating revenue                 |                                      |       
|                                                                                         |                                         |                                      |       
|                                                                                         |                                         | Total revenues                       |       
|                                                                                         |                                         |                                      |       
|OPERATING COSTS AND EXPENSES:                                                            |                                         |                                      |       
|                                                                                         | Selling and store occupancy costs       |                                      |       
|                                                                                         | Cost of salesstore and food            |                                      |       
|                                                                                         | Franchising and licensing               |                                      |       
|                                                                                         | Mail order                              |                                      |       
|                                                                                         | General and administrative              |                                      |       
|                                                                                         | Store closure (reversal) provision      |                                      |       
|                                                                                         | Wal-Mart restructuring costs            |                                      |       
|                                                                                         | Depreciation                            |                                      |       
|                                                                                         | Amortizationgoodwill and intangibles   |                                      |       
|                                                                                         |                                         |                                      |       
|                                                                                         | Total operating costs and expenses      |                                      |       
|                                                                                         |                                         |                                      |       
|                                                                                         |                                         | Loss from operations                 |       
|                                                                                         |                                         |                                      |       
|OTHER EXPENSE, net:                                                                      |                                         |                                      |       
|                                                                                         | Interest expense, net                   |                                      |       
|                                                                                         | Other income (expense), net             |                                      |       
|                                                                                         |                                         |                                      |       
|                                                                                         |                                         | Total other expense, net             |       
|                                                                                         |                                         |                                      |       
|Loss before provision for income taxes, minority interest, and preferred stock accretion |                                         |                                      | (4,918
|Provision for income taxes                                                               |                                         |                                      | (7    
|                                                                                         |                                         |                                      |       
|Loss before minority interest and preferred stock accretion                              |                                         |                                      | (4,925
|Minority interest                                                                        |                                         |                                      | 8     
|                                                                                         |                                         |                                      |       
|                                                                                         |                                         | Net loss                             |       
|Preferred stock accretion                                                                |                                         |                                      |      
|                                                                                         |                                         |                                      |       
|                                                                                         |                                         | Net loss applicable to common shares |       
|                                                                                         |                                         |                                      |       
|COMPREHENSIVE LOSS:                                                                      |                                         |                                      |       
|                                                                                         | Net loss applicable to common shares    |                                      | $     
|                                                                                         | Foreign currency translation adjustment |                                      |       
|                                                                                         |                                         |                                      |       
|                                                                                         |                                         | Comprehensive loss                   |       
|                                                                                         |                                         |                                      |       

The
accompanying notes to condensed consolidated financial statements
are an integral part of these statements.



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

|                                                                                                                                                    |                                         | 39 Weeks Ended                       |        
|--------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------------------------------------ | -------
|
|REVENUES:                                                                                                                                           |                                         |                                      |        
|                                                                                                                                                    | Net store and food sales                |                                      | $      
|                                                                                                                                                    | Franchising and licensing               |                                      |        
|                                                                                                                                                    | Mail order                              |                                      |        
|                                                                                                                                                    | Management fee revenue                  |                                      |        
|                                                                                                                                                    | Other operating revenue                 |                                      |        
|                                                                                                                                                    |                                         |                                      |        
|                                                                                                                                                    |                                         | Total revenues                       |        
|                                                                                                                                                    |                                         |                                      |        
|OPERATING COSTS AND EXPENSES:                                                                                                                       |                                         |                                      |        
|                                                                                                                                                    | Selling and store occupancy costs       |                                      |        
|                                                                                                                                                    | Cost of salesstore and food            |                                      |        
|                                                                                                                                                    | Franchising and licensing               |                                      |        
|                                                                                                                                                    | Mail order                              |                                      |        
|                                                                                                                                                    | General and administrative              |                                      |        
|                                                                                                                                                    | Store closure (reversal) provision      |                                      |        
|                                                                                                                                                    | Wal-Mart restructuring costs            |                                      |        
|                                                                                                                                                    | Depreciation                            |                                      |        
|                                                                                                                                                    | Amortizationgoodwill and intangibles   |                                      |        
|                                                                                                                                                    |                                         |                                      |        
|                                                                                                                                                    | Total operating costs and expenses      |                                      |        
|                                                                                                                                                    |                                         |                                      |        
|                                                                                                                                                    |                                         | Loss from operations                 |        
|                                                                                                                                                    |                                         |                                      |        
|OTHER EXPENSE, net:                                                                                                                                 |                                         |                                      |        
|                                                                                                                                                    | Interest expense, net                   |                                      |        
|                                                                                                                                                    | Other income, net                       |                                      |        
|                                                                                                                                                    |                                         |                                      |        
|                                                                                                                                                    |                                         | Total other expense, net             |        
|                                                                                                                                                    |                                         |                                      |        
|Loss before provision for income taxes, minority interest, cumulative effect of accounting change, extraordinary item and preferred stock accretion |                                         |                                      | (18,169
|Provision for income taxes                                                                                                                          |                                         |                                      | (125   
|                                                                                                                                                    |                                         |                                      |        
|Loss before minority interest, cumulative effect of accounting change, extraordinary item and preferred stock accretion                             |                                         |                                      | (18,294
|Minority interest                                                                                                                                   |                                         |                                      | 32     
|                                                                                                                                                    |                                         |                                      |        
|Loss before cumulative effect of accounting change, extraordinary item and preferred stock accretion                                                |                                         |                                      | (18,262
|Loss from cumulative effect of accounting change                                                                                                    |                                         |                                      | (39,111
|                                                                                                                                                    |                                         |                                      |        
|Loss before extraordinary item and preferred stock accretion                                                                                        |                                         |                                      | (57,373
|Extraordinary gain on early extinguishment of debt, net of tax                                                                                      |                                         |                                      |       
|                                                                                                                                                    |                                         |                                      |        
|                                                                                                                                                    |                                         | Net loss                             |        
|Preferred stock accretion                                                                                                                           |                                         |                                      |       
|                                                                                                                                                    |                                         |                                      |        
|                                                                                                                                                    |                                         | Net loss applicable to common shares |        
|                                                                                                                                                    |                                         |                                      |        
|COMPREHENSIVE LOSS:                                                                                                                                 |                                         |                                      |        
|                                                                                                                                                    | Net loss applicable to common shares    |                                      | $      
|                                                                                                                                                    | Foreign currency translation adjustment |                                      |        
|                                                                                                                                                    |                                         |                                      |        
|                                                                                                                                                    |                                         | Comprehensive loss                   |        
|                                                                                                                                                    |                                         |                                      |        

The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.





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

|                                                  |                                                                                 | 39 Weeks Ended                                                     |                                                    
|------------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                                                                                 |                                                                    |                                                    
|                                                  | Net loss                                                                        |                                                                    | $                                                  
|                                                  | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                                    |                                                    
|                                                  |                                                                                 | Loss from cumulative effect of accounting change                   |                                                    
|                                                  |                                                                                 | Extraordinary gain                                                 |                                                    
|                                                  |                                                                                 | Depreciation and amortization                                      |                                                    
|                                                  |                                                                                 | Asset write-offWal-Mart locations                                 |                                                    
|                                                  |                                                                                 | Amortization of deferred loan costs and accretion of loan discount |                                                    
|                                                  |                                                                                 | Deferred compensation                                              |                                                    
|                                                  |                                                                                 | Gain on disposition of assets                                      |                                                    
|                                                  |                                                                                 | Minority interest                                                  |                                                    
|                                                  |                                                                                 | Changes in assets and liabilities:                                 |                                                    
|                                                  |                                                                                 |                                                                    | Accounts receivable                                
|                                                  |                                                                                 |                                                                    | Amounts due from franchisees and licensees         
|                                                  |                                                                                 |                                                                    | Amounts due to/from affiliates                     
|                                                  |                                                                                 |                                                                    | Inventories                                        
|                                                  |                                                                                 |                                                                    | Prepaid rent and other                             
|                                                  |                                                                                 |                                                                    | Other assets                                       
|                                                  |                                                                                 |                                                                    | Accounts payable                                   
|                                                  |                                                                                 |                                                                    | Accrued liabilities                                
|                                                  |                                                                                 |                                                                    | Store closure reserve                              
|                                                  |                                                                                 |                                                                    | Accrued salaries, wages and benefits               
|                                                  |                                                                                 |                                                                    | Accrued interest payable                           
|                                                  |                                                                                 |                                                                    | Sales taxes payable                                
|                                                  |                                                                                 |                                                                    | Deferred revenue                                   
|                                                  |                                                                                 |                                                                    |                                                    
|                                                  |                                                                                 |                                                                    | Net cash provided by operating activities          
|                                                  |                                                                                 |                                                                    |                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                                                                 |                                                                    |                                                    
|                                                  | Purchase of property and equipment                                              |                                                                    |                                                    
|                                                  | Proceeds from the sale of property and equipment                                |                                                                    |                                                    
|                                                  |                                                                                 |                                                                    |                                                    
|                                                  |                                                                                 |                                                                    | Net cash provided by (used in) investing activities
|                                                  |                                                                                 |                                                                    |                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                                                                 |                                                                    |                                                    
|                                                  | (Payments) borrowings under line of credit                                      |                                                                    |                                                    
|                                                  | Drafts in transit in excess of borrowing availability                           |                                                                    |                                                    
|                                                  | Principal payments on long-term debt                                            |                                                                    |                                                    
|                                                  | Principal payments on capital lease obligations                                 |                                                                    |                                                    
|                                                  |                                                                                 |                                                                    |                                                    
|                                                  |                                                                                 |                                                                    | Net cash (used in) provided by financing activities
|                                                  |                                                                                 |                                                                    |                                                    
|EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH   |                                                                                 |                                                                    | (6                                                 
|                                                  |                                                                                 |                                                                    |                                                    
|NET DECREASE IN CASH AND CASH EQUIVALENTS         |                                                                                 |                                                                    | (1,228                                             
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD  |                                                                                 |                                                                    | 3,536                                              
|                                                  |                                                                                 |                                                                    |                                                    
|CASH AND CASH EQUIVALENTS AT END OF PERIOD        |                                                                                 | $                                                                  | 2,308                                              
|                                                  |                                                                                 |                                                                    |                                                    
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                                                                 |                                                                    |                                                    
|                                                  |                                                                                 | Cash paid for interest                                             |                                                    
|                                                  |                                                                                 | Cash paid for income taxes                                         |                                                    

The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.





MRS. FIELDS' HOLDING COMPANY, 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' Holding Company, Inc. and subsidiaries
("Mrs. Fields' Holding" 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. 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' Holding as of September 28, 2002 and
December 29, 2001, and the results of its operations and its cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto for the fiscal year ended December 29, 2001 contained in Mrs. Fields' Holding's annual report on Form 10-K.

The
results of operations for the 13 and 39 weeks ended September 28, 2002 are not necessarily indicative of the results that may be expected for the remainder of the
fiscal year ending December 28, 2002. Loss per share information is not presented as Mrs. Fields' Holding is wholly owned by Mrs. Fields Famous Brands, Inc. ("Famous
Brands") and, therefore, its shares are not publicly traded.

Mrs. Fields'
Holding is a holding company and does not have any material operations other than ownership of all of the capital stock of Mrs. Fields' Original
Cookies, Inc. ("Mrs. Fields").

(2) RECLASSIFICATIONS

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

(3) WAL-MART RESTRUCTURING COSTS

Based upon historical and current operating trends of the Wal-Mart locations, and to eliminate future operational losses from these locations,
management determined to close the Company's stores located within Wal-Mart. The Company negotiated a release from these locations from Wal-Mart effective September 28,
2002. During the 13 weeks and 39 weeks ended September 28, 2002, the Company recorded a non-cash charge of $1.7 million and $7.0 million, respectively,
for the write-off of the leasehold improvements and store assets located within Wal-Mart. In addition the Company incurred exit costs of $518,000 associated with loss of
inventory and other costs. The Company has no further obligations for these store locations. Management does not anticipate any further costs or charges related to these locations in the future.

(4) RELATED PARTY TRANSACTIONS

The Company is party to various related party transactions with TCBY Holding Company, Inc. and its subsidiaries ("TCBY"), a wholly owned subsidiary of
Famous Brands. Amounts receivable from TCBY primarily represent amounts receivable under a management agreement, with the retention amount receivable classified as long-term, and amounts
receivable under a license agreement with TCBY for the sale and distribution by TCBY of Mrs. Fields branded premium ice cream. Amounts due to Riverport Equipment and Distribution Company
("Riverport"), a subsidiary of TCBY, are for purchases of supplies and equipment used in the Company owned and operated stores.

Amounts
due to/from affiliates and the Company's minority owned subsidiary as of September 28, 2002 and December 29, 2001 are as follows (in thousands):

September 28, 2002

December 29, 2001Amounts due from affiliates:UVESTminority interest subsidiary

$
157

$
131Riverport





406TCBY


146


15303


552TCBYretention amount, long-term


1,500


$
1,803

$
552Amounts due to affiliates:Riverport

$
132

$



Capricorn
Investors III, L.P., a stockholder of Famous Brands, has provided the lender of the Company's line of credit a guarantee of the lesser amount of
$3.5 million or 50.0 percent of the aggregate amount of such lender's funding commitment.

(5) 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 a 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. If and when a reserve that was established as part of purchase accounting is
not fully utilized, the
Company reduces the reserve accordingly. 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 (reversal) in the statement of operations. As of September 28, 2002, the remaining store closure reserve was $2.1 million.



The following table presents a summary of the activity in the store closure reserve during the 39 weeks ended September 28, 2002 and
September 29, 2001 (in thousands):

|                                                                                                        |  | Mrs. Fields, Inc. and
Original Cookie Co |      | Pretzel Time |   | Great American |   | Pretzelmaker |     | Consolidated |  
|------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ---- | ------------ | - | -------------- | - | ------------ | --- | ------------ | -
|
|Balance, December 29, 2001                                                                              |  | $                                        | 515  |              | $ | 1,348          |   | $            | 318 |              | $
|Utilization for the 39 weeks ended September 28, 2002                                                   |  |                                          | (151 | )            |   | (382           | ) |              | (43 | )            |  
|Additional reserves (reversals) for continuing Company owned and franchised stores targeted for closure |  |                                          | 4    |              |   | (3             | ) |              |    |              |  
|                                                                                                        |  |                                          |      |              |   |                |   |              |     |              |  
|Balance, September 28, 2002                                                                             |  | $                                        | 368  |              | $ | 963            |   | $            | 275 |              | $
|                                                                                                        |  |                                          |      |              |   |                |   |              |     |              |  
|Balance, December 30, 2000                                                                              |  | $                                        | 863  |              | $ | 1,219          |   | $            | 424 |              | $
|Reversal during the 39 weeks ended September 29, 2001                                                   |  |                                          | (280 | )            |   | (60            | ) |              | (12 | )            |  
|Utilization for the 39 weeks ended September 29, 2001                                                   |  |                                          | (238 | )            |   | (377           | ) |              | (84 | )            |  
|Additional reserves for continuing Company owned and franchised stores targeted for closure             |  |                                          | 118  |              |   | 364            |   |              | 6   |              |  
|                                                                                                        |  |                                          |      |              |   |                |   |              |     |              |  
|Balance, September 29, 2001                                                                             |  | $                                        | 463  |              | $ | 1,146          |   | $            | 334 |              | $
|                                                                                                        |  |                                          |      |              |   |                |   |              |     |              |  

(6) REPORTABLE SEGMENTS

Operating segments are components of the Company for which separate financial information is available that is evaluated regularly by management to decide how to
allocate resources and assess performance. This information is reported on the basis that it is used internally for evaluating segment
performance. Mrs. Fields' Holding has four reportable operating segments; namely, Company owned stores and related activity, franchising activity, licensing activity, and mail order activity.
The segments are determined by revenue source: Company owned stores, franchising, licensing and mail order. The Company owned stores segment consists of both cookie and pretzel stores owned and
operated by the Company along with sales of branded cookie dough to retailers. The franchising segment consists of cookie and pretzel stores, which are owned and operated by third parties who pay an
initial franchise or license fee and monthly royalties based on a percentage of sales. The licensing and other segment consists of royalties and license fees associated with
non-traditional store locations and other product licensing activity not related to cookie or pretzel stores. The mail order segment includes sales generated from the Company's mail order
gift catalog and web site. Sales and transfers between segments are eliminated in consolidation.

Mrs. Fields'
Holding evaluates the performance of each operating segment based on contribution margin. Contribution margin is computed as the difference between the revenues
generated by a reportable segment and the selling and store occupancy costs and cost of sales related to that reportable segment. Mrs. Fields' Holding does not allocate any revenue generated
from the TCBY management fee, general and administrative expense, other income (expense), interest expense, depreciation and amortization, or assets to its reportable operating segments. Mrs. Fields'
Holding does not separate the costs incurred while performing activities for the TCBY Management Agreement from costs of operating Mrs. Fields' Holding, as most of Mrs. Fields' Holding's
employees support both companies. Therefore, the activity of managing TCBY is not reported as a separate segment. Segment revenue and contribution margin are presented in the following table (in
thousands):

|                                  |  | Company
Owned
Stores |        | Franchising |   | Licensing
and Other |  | Mail Order |       | Total
|--------------------------------- |  | -------------------- | ------ | ----------- | - | ------------------- |  | ---------- | ----- | -----
|13 weeks ended September 28, 2002 |  |                      |        |             |   |                     |  |            |       |      
|Revenue                           |  | $                    | 27,701 |             | $ | 6,312               |  | $          | 1,128 |      
|Contribution margin               |  |                      | 3,563  |             |   | 4,598               |  |            | 1,128 |      
|13 weeks ended September 29, 2001 |  |                      |        |             |   |                     |  |            |       |      
|Revenue                           |  | $                    | 31,583 |             | $ | 5,989               |  | $          | 754   |      
|Contribution margin               |  |                      | 4,781  |             |   | 4,161               |  |            | 754   |      
|39 weeks ended September 28, 2002 |  |                      |        |             |   |                     |  |            |       |      
|Revenue                           |  | $                    | 86,397 |             | $ | 18,351              |  | $          | 4,477 |      
|Contribution margin               |  |                      | 10,589 |             |   | 12,886              |  |            | 4,477 |      
|39 weeks ended September 29, 2001 |  |                      |        |             |   |                     |  |            |       |      
|Revenue                           |  | $                    | 92,655 |             | $ | 17,435              |  | $          | 3,849 |      
|Contribution margin               |  |                      | 15,234 |             |   | 11,867              |  |            | 3,849 |      



The
reconciliation of contribution margin to net loss is as follows (in thousands):

|                                                                          |  | 13 Weeks Ended |         | 39 Weeks Ended |  
|------------------------------------------------------------------------- |  | -------------- | ------- | -------------- | -
|
|Contribution margin                                                       |  | $              | 10,221  |                | $
|Management fee revenue                                                    |  |                | 2,825   |                |  
|Other operating income                                                    |  |                | 11      |                |  
|General and administrative expense                                        |  |                | (10,232 | )              |  
|                                                                          |  |                |         |                |  
|EBITDA(1)                                                                 |  |                | 2,825   |                |  
|Store closure reversal (provision)                                        |  |                | 52      |                |  
|Wal-Mart restructuring, depreciation and amortization                     |  |                | (3,623  | )              |  
|Interest expense, net                                                     |  |                | (5,325  | )              |  
|Other income (expense), net                                               |  |                | 1,154   |                |  
|                                                                          |  |                |         |                |  
|Loss before cumulative effect of accounting change and extraordinary item |  |                | (4,917  | )              |  
|Loss from cumulative effect of accounting change                          |  |                |        |                |  
|Extraordinary item                                                        |  |                |        |                |  
|                                                                          |  |                |         |                |  
|Net loss                                                                  |  |                | (4,917  | )              |  
|Preferred stock accretion                                                 |  |                |        |                |  
|                                                                          |  |                |         |                |  
|Net loss applicable to common shares                                      |  | $              | (4,917  | )              | $
|                                                                          |  |                |         |                |  

---

The
assets of the Company primarily relate to Company owned stores and related activity. Assets relating to franchising and licensing activity are primarily amounts due
from franchisees and licensees and goodwill relating to franchising concepts.

The
Company has one licensee, Nonni's Food Company, Inc. ("Nonni's"), that accounted for $236,000 and $2.9 million, 20.9 percent and 64.8 percent, of the
revenue of the licensing and other business segment for the 13 and 39 weeks ended September 28, 2002, respectively, and $313,000 and $2.7 million, 41.5 percent and
70.1 percent, of the revenue of the licensing and other business segment for the 13 and 39 weeks ended September 29, 2001, respectively. The Company has one customer, Quill
Corporation ("Quill"), that accounted for $689,000 and $1.6 million, 33.3 percent and 23.9 percent, of revenue of the mail order business segment for the 13 weeks and 39 weeks ended September 28, 2002, respectively, and $386,000 and $1.1 million, 23.7 percent and
18.5 percent, of the revenue of the mail order business segment for the 13 weeks and 39 weeks ended September 29, 2001, respectively. There were no other customers or
licensees that accounted for more than 10.0 percent of the Company's total revenue or any individual segment's revenue. At September 28, 2002, the Company has a receivable of
approximately $1.0 million from Nonni's, which represents 15.1 percent of the Company's total combined receivables. At September 28, 2002, the Company has deferred revenue of
$2.1 million under the Nonni's licensing agreement. This amount will be recognized into income during the fiscal years of 2003 and 2004. Under the license agreement, the Company is allowed to
appoint a designate to serve as a director on Nonni's board of directors. Michael Ward, the Company's Senior Vice President and General Counsel, currently serves in that capacity.

(7) ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS 142 is effective for fiscal years beginning after December 15, 2001 for all goodwill and other recognized intangible assets. The statement changes the accounting
for goodwill and other indefinite life intangible assets from an amortization method to an impairment only approach. Upon the Company's adoption of SFAS No. 142 on December 30, 2001,
amortization of current goodwill ceased.

In
connection with SFAS 142's transitional goodwill impairment evaluation, the Statement required the Company to perform an assessment of whether there was an indication that
goodwill was impaired as of the date of adoption. To accomplish this, the Company identified its reporting units and determined the carrying value of each reporting unit by assigning the assets and
liabilities, including goodwill and intangible assets, to those reporting units as of the date of adoption. The Company, through an independent appraisal firm, determined the fair value of each
reporting unit and compared it to the carrying amount of the reporting unit. The carrying amount of the "corporate owned stores" reporting unit exceeded the fair value of the reporting unit indicating
goodwill impairment.

The
Company compared the implied fair value of the "corporate owned stores" reporting unit's goodwill with the carrying amount of its goodwill, both of which are measured as of the date
of adoption. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting
unit in a manner similar to a purchase price allocation, in accordance with SFAS 141. As a result, the Company recorded a non-cash charge of approximately $39.1 million to
reduce the carrying value of the goodwill associated with its "company owned store" reporting unit. Such charge is non-operational in nature and is reflected as a cumulative effect of an
accounting change in the accompanying condensed consolidated statements of operations and comprehensive loss. Included in "corporate owned stores" assets are recognized assets, tradenames, trademarks,
and recipes, whose implied fair values exceed the current carrying value of the assets by approximately $35.0 million. Since, SFAS 142 does not allow for any step up in the carrying
value of these assets, the allocated fair value necessitated the $39.1 million reduction in goodwill.

The
following outlines the impact of SFAS 142 on net income as a result of non-amortization of goodwill (in thousands):

|                                                                                                              |  | 13 Weeks Ended |        | 39 Weeks Ended |  
|------------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | -------------- | -
|
|Loss before cumulative effect of accounting change, extraordinary item and preferred stock accretion          |  | $              | (4,917 | )              | $
|Add back: Goodwill amortization                                                                               |  |                |       |                |  
|                                                                                                              |  |                |        |                |  
|Adjusted loss before cumulative effect of accounting change, extraordinary item and preferred stock accretion |  |                | (4,917 | )              |  
|Loss from cumulative effect of accounting change                                                              |  |                |       |                |  
|Extraordinary item                                                                                            |  |                |       |                |  
|                                                                                                              |  |                |        |                |  
|Adjusted net loss                                                                                             |  |                | (4,917 | )              |  
|Preferred stock accretion                                                                                     |  |                |       |                |  
|                                                                                                              |  |                |        |                |  
|Adjusted net loss applicable to common shares                                                                 |  | $              | (4,917 | )              | $
|                                                                                                              |  |                |        |                |  

(8) GOODWILL AND OTHER INTANGIBLES

The following outlines the Company's goodwill by reporting segment (in thousands):

|                                                           |  | Company Owned
Stores |         | Franchising |   | Licensing
and Other |  | Mail Order |       | Total |  
|---------------------------------------------------------- |  | -------------------- | ------- | ----------- | - | ------------------- |  | ---------- | ----- | ----- | -
|Balance at December 29, 2001                               |  | $                    | 41,399  |             | $ | 60,853              |  | $          | 1,852 |       | $
|Goodwill disposed off in connection with store asset sales |  |                      | (2,288  | )           |   |                    |  |            |      |       |  
|Impairment under SFAS 142                                  |  |                      | (39,111 | )           |   |                    |  |            |      |       |  
|                                                           |  |                      |         |             |   |                     |  |            |       |       |  
|Balance at September 28, 2002                              |  | $                    |        |             | $ | 60,853              |  | $          | 1,852 |       | $
|                                                           |  |                      |         |             |   |                     |  |            |       |       |  

Trademarks
and other intangible assets are comprised of definite lived assets and are amortized over 15 years. Other intangibles assets such as franchise license
rights and covenants not to compete and are amortized over 5-7 years. The following outlines the Company's trademarks and other intangibles as of September 28, 2002 and December 29, 2001 (in thousands):

September 28,
2002

December 29,
2001Trademarks and tradenames

$
12,000

$
12,000Recipes


4,000


4,000Licenses and other


2,661


3,35518,661


19,355Accumulated amortization


(7,579
)

(6,728
)$
11,082

$
12,627


(9) RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations." SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of long-lived assets that result from the
acquisition, construction, development and/or the normal operation of a long-lived asset, except for obligations of lessees and the associated asset retirement costs. SFAS No. 143
requires that the fair value of the liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. SFAS
No. 143 is effective for fiscal years beginning after June 15, 2002. The Company has not yet assessed the impact of SFAS No. 143 on the Company's financial position and results of
operations.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 39, and Technical Corrections."
The Statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishments of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements." SFAS No. 145 recognizes that the use of debt extinguishments can be a part of the risk management strategy of a company and hence, the classification of
all early extinguishments of debt as an extraordinary item may no longer be appropriate. In addition, the Statement amends SFAS No. 39, "Accounting for Leases," to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. Provisions of this Statement, as they relate to Statement No. 39, are to be effective for transactions occurring after May 15, 2002. Provisions,
which relate to Statement No. 4, are
effective for fiscal years beginning after May 15, 2002. The Company has not yet assessed the impact of SFAS No. 145 on the Company's financial position and results of operations.

In
July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 is effective for transactions initiated
after December 31, 2002. Under SFAS No. 146, a company will record a liability for a cost associated with an exit or disposal activity when that liability is incurred and can be measured
at fair value. A liability is incurred when an event obligates the entity to transfer or use assets. The Company has not yet assessed the impact of SFAS No. 146 on the Company's financial
position and results of operations.





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Information

This report contains forward-looking statements. Forward-looking statements include the words "may," "will," "estimate," "continue," "believe," "expect" or
"anticipate" and other similar words. These forward-looking statements generally relate to our plans and objectives for future operations and are based upon management's reasonable estimates of future
results or trends. Although the Company believes that the plans and objectives reflected in or suggested by such forward-looking statements are based upon assumptions that are reasonable, the Company
may not achieve such plans or objectives. Actual results may differ materially from projected results due, but not limited, to unforeseen developments, including developments relating to the
following:



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. In light of these
risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur.

Overview

Mrs. Fields' Holding Company, Inc. and subsidiaries ("Mrs. Fields' Holding" or the "Company") is a wholly owned subsidiary of
Mrs. Fields Famous Brands, Inc. ("Famous Brands"), which was established to combine Mrs. Fields' Holding and TCBY Holding Company, Inc. ("TCBY") under a common parent.

Mrs. Fields'
Holding is a holding company and does not have any material operations other than ownership of all of the capital stock of Mrs. Fields' Original
Cookies, Inc. ("Mrs. Fields"). Mrs. Fields has 11 wholly owned operating subsidiaries; namely, Great American Cookie Company, Inc., The Mrs. Fields'
Brand, Inc., Pretzel Time, Inc., Pretzelmaker, Inc., Mrs. Fields' Cookies Australia, Mrs. Fields' Cookies (Canada) Ltd., H&M Canada, and Pretzelmaker of
Canada, Peachtree Pretzel Time, Inc., Sunshine Pretzel Time Inc., and CMBC, Inc.; and three partially owned subsidiaries.

Mrs. Fields
primarily operates and franchises retail stores, which sell freshly baked cookies, brownies, pretzels and other food products through six specialty retail chains. As
of September 28, 2002, Mrs. Fields owned and operated 124 Mrs. Fields Cookies stores, 30 Original Cookie Company stores, 75 Great American Cookies stores, 25 Hot Sam Pretzels
stores, 88 Pretzel Time stores, 5 Pretzelmaker stores, and 19 Bakery Cookie Cafes in the United States. Additionally, Mrs. Fields has franchised or licensed 884 stores in the United States and
74 stores in several other countries.

During
mid-to-late 2001 and early 2002, the Company opened 57 company-owned stores in Wal-Mart locations. Sales and operating performance at the
Wal-Mart locations did not meet expectations. Based upon the operating trends of the Wal-Mart locations, and to eliminate future operational losses from these locations,
management determined to close the Company's stores located within Wal-Mart. The Company negotiated a release from these locations from Wal-Mart effective September 28,
2002. During the 13 weeks and 39 weeks ended September 28, 2002, the Company recorded a non-cash charge of $1.7 million and $7.0 million, respectively,
for the write-off of the leasehold improvements and store assets located within Wal-Mart. In addition the Company incurred exit costs of $518,000 associated with loss of
inventory and other costs. The Company has no further obligations for these store locations. Management does not anticipate any further costs or charges related to these locations in the future.

In
June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS 142 is effective for fiscal years beginning after December 15, 2001 for all goodwill and other intangible assets recognized. The statement changes the accounting for goodwill and
other indefinite life intangible assets from an amortization method to an impairment only approach. Upon the Company's adoption of SFAS No. 142 on December 30, 2001, amortization of
current goodwill ceased.

As
a result of the transitional goodwill impairment evaluation, the Company recorded a non-cash charge of approximately $39.1 million to reduce the carrying value of
the goodwill associated with its "company owned stores" reporting unit. Such charge is non-operational in nature and is reflected as a cumulative effect of an accounting change in the
accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.

The
impact of the restructuring and impairment charges of $7.5 million associated with Wal-Mart, the write-off of goodwill of $39.1 million from the
implementation of SFAS 142, and depreciation and amortization expense of $26.8 million for the year ended December 29, 2001 and $7.9 million for the 39 weeks ended
September 28, 2002 have negatively impacted stockholder's equity, resulting in stockholder's deficit of $88.2 million at September 28, 2002. The Company's stockholder's deficit
may limit its ability to obtain new franchisees in certain states that require a minimum positive stockholder's equity to offer franchises. Certain other states may require the deferral of the initial
franchise fee payment until the franchised store opens.

Mrs. Fields'
Holding's business follows seasonal trends and economic conditions and is also affected by climate and weather conditions, which in turn affect mall traffic. Because
Mrs. Fields' Holding's stores are heavily concentrated in shopping malls, the Company's sales performance is significantly dependent on the performance of those malls. Mrs. Fields'
Holding typically experiences its highest revenues in the fourth quarter of the calendar year due to the holiday season.

Mrs. Fields'
Holding has entered into a management agreement (the "TCBY Management Agreement") with TCBY and TCBY Systems, LLC, ("TCBY Systems"), a wholly owned indirect
subsidiary of TCBY, pursuant to which Mrs. Fields' Holding has agreed to manage and operate TCBY's business, and pay specified operating and other costs of TCBY, in exchange for a management
fee ("Management Fee") paid by TCBY Systems semi-monthly. Revenue generated from the Management Fee is reported under the caption "Management fee revenue" in the Condensed Consolidated
Statements of Operations and Comprehensive Loss. On August 31, 2001, the TCBY Management Agreement was amended to provide for the retention of certain amounts payable and release of such
amounts based upon compliance with a ratio test included in a TCBY Systems' credit facility and that the payment of Management Fee and certain other amounts to be received by the Company under the
TCBY Management Agreement would, under certain circumstances, be subordinated to certain indebtedness of TCBY Systems. Included in amounts due from affiliates and deferred revenue on the Condensed
Consolidated Balance Sheet as of September 28, 2002 is $1.5 million related to such retention amount.

TCBY
currently is negotiating to sell its dairy processing plant subsidiary to two entities owned by Capricorn Investors III, L.P., a significant stockholder of Famous
Brands, with the closing anticipated to occur prior to December 1, 2002. In connection with the proposed sale of its dairy processing plant subsidiary, TCBY also is negotiating with the lenders
under its credit facility and its subordinated noteholders to seek consent to the proposed transaction and to seek certain other amendments, waivers and consents under the revolving credit facility
and the subordinated notes. As part of these proposed transactions, it is anticipated that (i) TCBY will receive sufficient proceeds from the sale of its dairy
processing plant subsidiary to remit $2.5 million to the Company to reimburse the Company for expenses it incurred on behalf of TCBY during the year ended December 30, 2000 to transfer
the management functions of TCBY from Little Rock, Arkansas to the Company's corporate headquarters in Salt Lake City, Utah (the "TCBY Reimbursement"), and (ii) the TCBY Management Agreement
will be amended to reduce the Management Fee from $12.4 million per year to $10.4 million per year for the period of October 1, 2002 through September 30, 2003 and
thereafter to $9.4 million per year to reflect actual and anticipated reductions in the Company's overhead cost structure in performing its management function for TCBY. It is anticipated that
the TCBY Management Agreement will also be amended to eliminate a provision in the TCBY Management Agreement that requires TCBY to defer up to $2.0 million of the management fees payable
thereunder annually contingent on the financial performance of TCBY as measured against certain financial ratios in its credit facility, although the $1.5 million in such fees deferred through
September 28, 2002 would continue to be deferred until certain of TCBY's debt is repaid. Consummation of these transactions is subject to various approvals, including final approval of the
Board of Directors of the Company and, in the case of the proposed amendment to the TCBY Management Agreement, receipt of a fairness opinion from an accounting, appraisal or investment bank of
national standing. There can be no assurance that TCBY will be successful in closing the sale of its dairy processing plant subsidiary, receiving sufficient proceeds to pay the TCBY Reimbursement to
the Company, or obtaining the requested amendments, waivers and consents under its credit facility and subordinated notes. In the event that the closing does not occur or the requested amendments,
waivers and consents are not obtained, it is possible that TCBY will not be able to make the required payments under the Management Agreement to the Company, which could adversely affect the Company's
results from operations and its liquidity.

Results of Operations

The following table sets forth, for the periods indicated, certain information relating to the operations of Mrs. Fields' Holding and percentage changes
from period to period.

|                                                                                                                         |                                       | 13 Weeks Ended |                                    | 39 Weeks Ended |  
|------------------------------------------------------------------------------------------------------------------------ | ------------------------------------- | -------------- | ---------------------------------- | -------------- | -
|
|
|REVENUES:                                                                                                                |                                       |                |                                    |                |  
|                                                                                                                         | Net store and food sales              |                | $                                  | 27,701         |  
|                                                                                                                         | Franchising and licensing             |                |                                    | 7,440          |  
|                                                                                                                         | Mail order                            |                |                                    | 2,065          |  
|                                                                                                                         | Management fee revenue                |                |                                    | 2,825          |  
|                                                                                                                         | Other operating revenue               |                |                                    | 11             |  
|                                                                                                                         |                                       |                |                                    |                |  
|                                                                                                                         |                                       |                | Total revenues                     |                |  
|                                                                                                                         |                                       |                |                                    |                |  
|OPERATING COSTS AND EXPENSES:                                                                                            |                                       |                |                                    |                |  
|                                                                                                                         | Selling and store occupancy costs     |                |                                    | 17,514         |  
|                                                                                                                         | Cost of salesstore and food          |                |                                    | 6,624          |  
|                                                                                                                         | Franchising and licensing             |                |                                    | 1,714          |  
|                                                                                                                         | Mail order                            |                |                                    | 1,133          |  
|                                                                                                                         | General and administrative            |                |                                    | 10,232         |  
|                                                                                                                         | Store closure (reversal) provision    |                |                                    | (52            | )
|                                                                                                                         | Wal-Mart restructuring costs          |                |                                    | 2,199          |  
|                                                                                                                         | Depreciation                          |                |                                    | 1,098          |  
|                                                                                                                         | Amortizationgoodwill and intangibles |                |                                    | 326            |  
|                                                                                                                         |                                       |                |                                    |                |  
|                                                                                                                         |                                       |                | Total operating costs and expenses |                |  
|                                                                                                                         |                                       |                |                                    |                |  
|Loss from operations                                                                                                     |                                       |                | (746                               | )              |  
|                                                                                                                         |                                       |                |                                    |                |  
|OTHER EXPENSE, NET:                                                                                                      |                                       |                |                                    |                |  
|                                                                                                                         | Interest expense, net                 |                |                                    | (5,325         | )
|                                                                                                                         | Other income (expense), net           |                |                                    | 1,153          |  
|                                                                                                                         |                                       |                |                                    |                |  
|                                                                                                                         |                                       |                | Total other expense, net           |                |  
|                                                                                                                         |                                       |                |                                    |                |  
|Loss before provision for income taxes, minority interest, cumulative effect of accounting change and extraordinary item |                                       |                | (4,918                             | )              |  
|Provision for income taxes and minority interest                                                                         |                                       |                | 1                                  |                |  
|Loss before cumulative effect of accounting change and extraordinary item                                                |                                       |                | (4,917                             | )              |  
|Loss from cumulative effect of accounting change                                                                         |                                       |                |                                   |                |  
|                                                                                                                         | Extraordinary item                    |                |                                    |               |  
|                                                                                                                         |                                       |                |                                    |                |  
|Net loss                                                                                                                 |                                       | $              | (4,917                             | )              | $
|                                                                                                                         |                                       |                |                                    |                |  
|EBITDA(1)                                                                                                                |                                       | $              | 2,825                              |                | $
|                                                                                                                         |                                       |                |                                    |                |  
|Cash flows from operating activities                                                                                     |                                       | $              | 2,835                              |                | $
|                                                                                                                         |                                       |                |                                    |                |  
|Cash flows from investing activities                                                                                     |                                       | $              | 130                                |                | $
|                                                                                                                         |                                       |                |                                    |                |  
|Cash flows from financing activities                                                                                     |                                       | $              | (2,608                             | )              | $
|                                                                                                                         |                                       |                |                                    |                |  
|OTHER DATA:                                                                                                              |                                       |                |                                    |                |  
|Number of Company owned store unit weeks                                                                                 |                                       |                | 5,596                              |                |  
|Unit week average ("UWA") sales, excluding Wal-Mart locations                                                            |                                       | $              | 5,326                              |                | $
|Year-over-year comparable store sales percent                                                                            |                                       |                | (2.5                               | )              |  
|Unit weeksstores open more than 13 months                                                                               |                                       |                | 4,588                              |                |  
|UWA salesstores open more than 13 months                                                                                |                                       | $              | 5,349                              |                | $

---



13 Weeks Ended September 28, 2002 Compared to the 13 Weeks Ended September 29, 2001

Loss From OperationsOverview.The Company incurred a loss from operations of $746,000
for the 13 weeks ended September 28, 2002, compared to a loss from operations of $3.1 million for the 13 weeks ended September 29, 2001, a decrease in loss from
operations of $2.4 million. This decrease in loss from operations is primarily attributable to an increase in contributions from franchising and licensing of $800,000 and mail order of $300,000
and decreases in general and administrative expenses of $100,000 and depreciation and amortization expense of $4.6 million offset by decreases in store contribution of $1.2 million and
in management fee income of $300,000 and restructuring costs associated with the Company exiting its Wal-Mart locations on September 28, 2002 of $2.2 million.

Store
contribution was $3.5 million for the 13 weeks ended September 28, 2002, a decrease of $1.2 million or 25.6 percent, from store contribution of
$4.7 million for the 13 weeks ended September 29, 2001. The decrease was a result of a 2.5 percent decrease in same store comparable sales for the 2002 13 week period from
the 2001 13 week period. Additionally, the decrease resulted from the sale of 32 corporate owned stores to franchisees during the first half of 2002 and a $400,000 loss incurred at the Company's
Wal-Mart locations for the 13 weeks ended September 28, 2002 compared to a loss of $200,000 in the same period of 2001.

Franchising
and licensing contribution was $5.7 million for the 13 weeks ended September 28, 2002, an increase of $800,000 or 16.5 percent, from franchising
and licensing contribution of $4.9 million for the 13 weeks ended September 29, 2001. This increase was principally the result of an increase in royalties and license fees earned
under its Mrs Fields branded product licenses for Mrs. Fields branded ice cream and premium hot cocoa.

Mail
order contribution was $900,000 for the 13 weeks ended September 28, 2002, an increase of $300,000 or 56.1 percent, from $600,000 for the 13 weeks ended
September 29, 2001. This increase was attributable to a 27.2 percent increase in mail order sales and cost reductions as a result of the
state-of-the-art baking and manufacturing facility occupied in late 2001.

Company Owned and Franchised or Licensed Store Activity.As of September 28, 2002, there were
366 Company owned stores and 958 franchised or licensed stores in operation. The store activity for the 13 weeks ended September 28, 2002 and September 29, 2001 is summarized as
follows:

|                                                       |  | September 28, 2002 |   | September 29, 2001 |  
|------------------------------------------------------ |  | ------------------ | - | ------------------ | -
|
|Stores open as of the beginning of the period          |  | 426                |   | 966                |  
|Stores opened (including relocations and acquisitions) |  | 8                  |   | 16                 |  
|Stores closed (including relocations)                  |  | (10                | ) | (27                | )
|Wal-Mart stores (closed) opened                        |  | (54                | ) | (1                 | )
|Stores sold to franchisees                             |  | (7                 | ) | 7                  |  
|Stores acquired from franchisees                       |  | 3                  |   | (3                 | )
|                                                       |  |                    |   |                    |  
|Stores open as of the end of the period                |  | 366                |   | 958                |  
|                                                       |  |                    |   |                    |  

Net Store and Food Sales.Total net store and food sales, which includes sales from stores and sales
of refrigerated cookie dough product to retail markets, were $27.7 million for the 13 weeks ended September 28, 2002, a decrease of $3.9 million or 12.3 percent,
from $31.6 million for the 13 weeks ended
September 29, 2001. The decrease in store sales was the result of 873 fewer store weeks (excluding Wal-Mart locations) resulting in a sales shortfall from normalized unit week
average ("UWA") of $3.8 million and a 2.5 percent decrease or $711,000 in same store comparable sales. This decrease was offset by a net increase in sales of $576,000 generated through
the Company's Wal-Mart locations, which opened in mid-to-late 2001.

Store Operations:The following tables outline the performance of the Company's store operations and
segregates the performance of the Wal-Mart locations for the 13 weeks ended September 28, 2002 and September 29, 2001 (dollars in thousands, excluding UWA sales and
contribution).

|                                  |  | 13 Weeks Ended September 28, 2002
|--------------------------------- |  | ---------------------------------
|
|Sales                             |  | $                                
|Cost of sales                     |  |                                  
|Selling and store occupancy costs |  |                                  
|                                  |  |                                  
|Contribution                      |  | $                                
|                                  |  |                                  
|Unit weeks                        |  |                                  
|UWA sales                         |  | $                                
|UWA contribution                  |  | $                                

|                                  |  | 13 Weeks Ended September 29, 2001
|--------------------------------- |  | ---------------------------------
|
|Sales                             |  | $                                
|Cost of sales                     |  |                                  
|Selling and store occupancy costs |  |                                  
|                                  |  |                                  
|Contribution                      |  | $                                
|                                  |  |                                  
|Unit weeks                        |  |                                  
|UWA sales                         |  | $                                
|UWA contribution                  |  | $                                

Cost of SalesStore and Food(Stores only).Cost of sales were
$6.2 million for the 13 weeks ended September 28, 2002, a decrease of $1.2 million or 16.1 percent, from $7.4 million for the 13 weeks ended
September 29, 2001. This decrease was due to fewer operating stores, resulting in 395 fewer total unit weeks during the 13 weeks ended September 28, 2002 compared to the
13 weeks ended September 29, 2001 and cost containment strategies.

Cost
of sales for the Company's traditional stores were $5.7 million for the 13 weeks ended September 28, 2002, a decrease of $1.5 million or
20.7 percent, from $7.2 million for the 13 weeks ended September 29, 2001. This decrease was the result of 873 fewer unit weeks for the 13 weeks ended
September 28, 2002 compared to the 13 weeks ended September 29, 2001 and cost containment strategies implemented, including the closing of non-performing stores.

Selling and Store Occupancy Costs.Total selling and store occupancy costs were $17.5 million
for the 13 weeks ended September 28, 2002, a decrease of $1.7 million or 8.9 percent, from $19.2 million for the 13 weeks ended September 29, 2001. The
decrease was primarily due to fewer stores opened during the 2002 period compared to the 2001 period. Selling and store occupancy costs increased from 61.2 percent of sales for the
13 weeks ended September 29, 2001 to 64.2 percent of sales for the 13 weeks ended September 28, 2002. This increase was in part due to the increase in selling and
store occupancy costs associated with the Wal-Mart locations where selling and store occupancy costs were 95.4 percent of sales for the 13 weeks ended September 28,
2002. At the Company's traditional stores, selling and occupancy costs were 62.9 percent of sales for the 13 weeks ended September 28, 2002 compared to 60.7 percent of
sales for the 13 weeks ended September 29, 2001 due to an increase in rent and occupancy expense and other store and selling expense.

Labor
costs associated with the traditional stores decreased 0.3 percentage points to 27.8 percent of sales for the 13 weeks ended September 28, 2002 and from
28.1 percent for the 13 weeks ended September 29,
2001 as a result of tightening the staffing levels and closure of non-performing stores offset by an increase in labor rates.

Occupancy
costs, including rent, for the traditional stores were $6.7 million for the 13 weeks ended September 28, 2002, a decrease of $600,000 or
8.9 percent, compared to $7.3 million for the 13 weeks ended September 29, 2001. The decrease in occupancy costs was the result of fewer stores opened during the period
offset by increased lease termination costs of $100,000. Rents on a UWA basis increased 7.3% for the 13 weeks ended September 28, 2002 from the 13 weeks ended September 29,
2001. This increase in UWA rents is due to increases in lease termination costs and base rents for the Company's combined multi-concept bakery cafes.

Other
store and selling expenses for the traditional stores were 9.7 percent of sales for the 13 weeks ended September 28, 2002 compared to 9.0 percent of
sales for the 13 weeks ended September 29, 2001. Employee incentives for improving individual store performance, which increased store operating performance by approximately $900,000,
represented 49.6 percent of the increase or $143,000.

Franchising and Licensing Revenues.Franchising and licensing revenues were $7.4 million for
the 13 weeks ended September 28, 2002, an increase of $700,000 or 10.3 percent, from $6.7 million for the 13 weeks ended September 29, 2001.

Franchising
revenues were $6.3 million for the 13 weeks ended September 28, 2002, an increase of $300,000 or 4.5 percent, from $6.0 million for the
13 weeks ended September 29, 2001. This increase was principally due to an increase in product sales to the Company's franchisees through the Company's batter facility of approximately
$100,000 and an increase in franchising royalties of approximately $200,000 as a result of additional franchisees from the sale of Company-owned stores to franchisees.

Licensing
and other revenues were $1.1 million for the 13 weeks ended September 28, 2002, an increase of $400,000 or 49.7 percent, from $700,000 for the
13 weeks ended September 29, 2001. This increase in revenues was principally due to licensing royalties earned under licensing agreements for Mrs. Fields branded ice cream and
premium hot cocoa. During the 13 weeks ended September 28, 2002, the Company recognized licensing revenues of approximately $600,000 under two new licensing agreements, including
approximately $100,000 from a manufacturer of premium hot cocoa and approximately $500,000 from TCBY for the sale of Mrs. Fields branded ice cream. The increase in licensing royalties was
offset by a reduction in international and domestic licensing revenues of approximately $100,000.

Franchising and Licensing Expenses.Franchising and licensing expenses were $1.7 million for
the 13 weeks ended September 28, 2002, a decrease of $100,000 or 6.2 percent, from $1.8 million for the 13 weeks ended September 28, 2002. The decrease was
principally due to a decrease in labor and administrative costs associated with the Company's batter facility.

Mail Order Sales.Mail order sales were $2.1 million for the 13 weeks ended
September 28, 2002, an increase of $500,000 or 27.3 percent, from $1.6 million for the 13 weeks ended September 29, 2001. Mail order sales consist of sales through
the Company's catalog and e-tailing web-site. The increase was primarily due to an increase in mail order catalog and e-tailing sales, which was partially offset by
a decrease of approximately $30,000 in product sales to airlines as a result of lower airline travel post-September 11.

Mail Order Expenses.Mail order expenses were $1.1 million for the 13 weeks ended
September 28, 2002, an increase of $100,000, or 10.4 percent, from $1.0 million for the 13 weeks ended September 29, 2001. Net contribution for mail order increased from 36.8 percent of sales for the 13 weeks ended September 29, 2001 to 45.1 percent of sales for the
13 weeks ended September 28, 2002 as a result of savings in labor and occupancy costs associated with mail order's new state-of-the-art baking and
manufacturing facility occupied in late 2001.

Management Fee Revenue.Management fee revenue was $2.8 million for the 13 weeks ended
September 28, 2002, a decrease of $300,000 or 8.0 percent, from $3.1 million for the 13 weeks ended September 29, 2001. The decrease was due to an increase in the
retention amount of the Management Fee of $500,000 during the 13 weeks ended September 28, 2002 offset by 2001 retention amounts of $200,000 received and recognized as income during the
13 weeks ended September 28, 2002.

General and Administrative Expenses.General and administrative expenses were $10.2 million
for the 13 weeks ended September 28, 2002, a decrease of $100,000 or 0.6 percent, from $10.3 million for the 13 weeks ended September 29, 2001. This decrease
was primarily the result of decreases in the corporate bonus incentives of $400,000 and marketing expenditures of $400,000 offset by increases in severance costs for various employees downsized in
September 2002 of $200,000, legal settlement costs of $300,000, and insurance costs of $200,000.

Store Closure Provision.Reversal of the store closure provision was $52,000 for the 13 weeks
ended September 28, 2002 compared to a store closure provision of $175,000 for the 13 weeks ended September 29, 2001. This was the result of effective settlement of associated
operating lease commitments below previous estimates to establish the store closure reserve.

Wal-Mart Restructuring Costs.Wal-Mart restructuring costs were
$2.2 million for the 13 weeks ended September 28, 2002. In September 2002, the Company negotiated a release from Wal-Mart for the Company's Wal-Mart
locations. In connection with that release, operations ceased at these locations on September 28, 2002. As a result, the remaining carrying value of the equipment of $1.7 million was
written off. Additionally, the associated inventory was written off and certain costs were incurred for exiting these stores. The Company does not anticipate incurring any additional charges
associated with exiting the Wal-Mart locations.

Depreciation and Amortization Expense.Depreciation expense was $1.1 million for the
13 weeks ended September 28, 2002, a decrease of $2.0 million or 64.7 percent, from $3.1 million for the 13 weeks ended September 29, 2001. This
decrease was primarily the result of fewer store assets as a result of store closures and the sale of corporate owned stores to franchisees in 2002 and the impairment of assets at the
Wal-Mart stores recorded during the 13 weeks ended June 29, 2002 of $5.3 million.

Amortization
expense was $326,000 for the 13 weeks ended September 28, 2002, a decrease of $2.6 million, from $2.9 million for the 13 weeks ended
September 29, 2001. This decrease was principally the result of ceasing amortization of goodwill upon adoption of SFAS No. 142, effective December 30, 2001 which changes the
accounting treatment applied to goodwill and other intangible assets after the assets have been initially recognized in the financial statements.

Other, Net.Other income, net was $1.2 million for the 13 weeks ended
September 28, 2002, an increase of $1.2 million, from $26,000 of other expense, net for the 13 weeks ended September 29, 2001. This increase was principally due to
$1.2 million gain recognized on the sale of corporate owned stores to franchisees during the 13 weeks ended September 28, 2002.

39 Weeks Ended September 28, 2002 Compared to the 39 Weeks Ended September 29, 2001

Income From OperationsOverview.The Company incurred a loss from operations of
$3.2 million for the 39 weeks ended September 28, 2002 compared to a loss from operations of $2.5 million for the 39 weeks ended September 29, 2001, an
increase in loss from operations of $700,000. This increase in loss from operations was primarily attributable to decreases in store contribution of $4.6 million and in management fee revenue of $600,000, an increase in general and administrative expenses
of $2.1 million and restructuring costs associated with the Company exiting its Wal-Mart locations on September 28, 2002 of $7.5 million offset by increases in
contributions from franchising and licensing of $1.7 million and mail order of $600,000 and in other operating revenues of $1.6 million and a decrease in depreciation and amortization
expense of $10.1 million.

Store
contribution was $10.5 million for the 39 weeks ended September 28, 2002, a decrease of $4.6 million or 30.5 percent, from store contribution of
$15.1 million for the 39 weeks ended September 29, 2001. The decrease was a result of a 2.0 percent decrease in same store comparable sales for the 2002 39 week period from
the 2001 39 week period. Additionally, the decrease resulted from the sale of 32 corporate owned stores to franchisees during the first half of 2002 and a $1.4 million loss incurred at the
Company's Wal-Mart locations for the 39 weeks ended September 28, 2002 compared to a loss of $200,000 in the same period of 2001.

Franchising
and licensing contribution was $17.4 million for the 39 weeks ended September 28, 2002, an increase of $1.7 million or 10.4 percent, from
franchising and licensing contribution of $15.7 million for the 39 weeks ended September 29, 2001. This increase was principally the result of an increase in royalties and license
fees earned under its Mrs Fields branded product licenses for Mrs. Fields branded ice cream and premium hot cocoa of $600,000, an increase in non-traditional franchise royalties of
$300,000, and an increase in contribution of cookie batter sold to Great American Cookie franchisees of $200,000.

Mail
order contribution was $3.0 million for the 39 weeks ended September 28, 2002, an increase of $600,000 or 23.7 percent, from $2.4 million for the
39 weeks ended September 29, 2001. This increase was attributable to a 12.4 percent increase in mail order sales and cost reductions as a result of the
state-of-the-art baking and manufacturing facility occupied in late 2001.

Other
operating revenue is principally comprised of $1.5 million received under the Company's business interruption insurance for the loss of the World Trade Center store as a
result of the events of September 11, 2001.

Company Owned and Franchised or Licensed Store Activity.As of September 28, 2002, there were
366 Company owned stores and 958 franchised or licensed stores in operation. The store activity for the 39 weeks ended September 28, 2002 and September 29, 2001 is summarized as
follows:

|                                                       |  | September 28, 2002 |   | September 29, 2001 |  
|------------------------------------------------------ |  | ------------------ | - | ------------------ | -
|
|Stores open as of the beginning of the period          |  | 463                |   | 990                |  
|Stores opened (including relocations and acquisitions) |  | 15                 |   | 45                 |  
|Stores closed (including relocations)                  |  | (36                | ) | (102               | )
|Wal-Mart (closed) opened                               |  | (45                | ) | (6                 | )
|Stores sold to franchisees                             |  | (38                | ) | 38                 |  
|Stores acquired from franchisees                       |  | 7                  |   | (7                 | )
|                                                       |  |                    |   |                    |  
|Stores open as of the end of the period                |  | 366                |   | 958                |  
|                                                       |  |                    |   |                    |  

Net Store and Food Sales.Total net store and food sales, which includes sales from stores and sales
of refrigerated cookie dough product to retail markets, were $86.4 million for the 39 weeks ended September 28, 2002, a decrease of $6.2 million or 6.8 percent, from
$92.6 million for the 39 weeks ended September 29, 2001. The decrease in store sales was the result of 1,940 fewer store weeks (excluding Wal-Mart locations),
resulting in a sales shortfall from normalized UWA of $7.8 million and a 2.0 percent decrease or $1.5 million in same store comparable sales. This decrease was offset by a net increase in sales of $3.1 million from the Company's Wal-Mart locations, which opened in mid-to-late 2001.

Store Operations:The following tables outline the performance of the Company's store operations and
segregate the performance of the Wal-Mart locations for the 39 weeks ended September 28, 2002 and September 29, 2001 (dollars in thousands, excluding UWA sales and
contribution).

|                                  |  | 39 Weeks Ended September 28, 2002
|--------------------------------- |  | ---------------------------------
|
|Sales                             |  | $                                
|Cost of sales                     |  |                                  
|Selling and store occupancy costs |  |                                  
|                                  |  |                                  
|Contribution                      |  | $                                
|                                  |  |                                  
|Unit weeks                        |  |                                  
|UWA sales                         |  | $                                
|UWA contribution                  |  | $                                

|                                  |  | 39 Weeks Ended September 29, 2001
|--------------------------------- |  | ---------------------------------
|
|Sales                             |  | $                                
|Cost of sales                     |  |                                  
|Selling and store occupancy costs |  |                                  
|                                  |  |                                  
|Contribution                      |  | $                                
|                                  |  |                                  
|Unit weeks                        |  |                                  
|UWA sales                         |  | $                                
|UWA contribution                  |  | $                                

Cost of SalesStore and Food(Stores only).Cost of sales were
$20.0 million for the 39 weeks ended September 28, 2002, a decrease of $700,000 or 3.4 percent, from $20.7 million for the 39 weeks end September 29,
2001. This decrease is due to fewer operating stores, resulting in 54 fewer total unit
weeks during the 39 weeks ended September 28, 2002 compared to the 13 weeks ended September 29, 2001, and cost containment strategies.

Cost
of sales for the Company's traditional stores were $18.4 million for the 39 weeks ended September 28, 2002, a decrease of $2.1 million or
10.3 percent, from $20.5 million for the 39 weeks ended September 29, 2001.    This decrease was the result of 1,940 fewer unit weeks for the 39 weeks ended
September 28, 2002 compared to the 39 weeks ended September 29, 2001 and cost containment strategies implemented, including the closing of non-performing stores.

Selling and Store Occupancy Costs.Total selling and store occupancy costs were $55.2 million
for the 39 weeks ended September 28, 2002, decrease of $1.0 million or 1.9 percent, from $56.2 million for the 39 weeks ended September 29, 2001. The
decrease was primarily due to fewer stores opened during the 2002 period compared to the 2001 period. Selling and store occupancy costs increased from 61.1 percent of sales for the
39 weeks ended September 29, 2001 to 64.3 percent of sales for the 39 weeks ended September 28, 2002. This increase was in part due to the increase in selling and
store occupancy costs associated with the Wal-Mart locations where selling and store occupancy costs were 95.4 percent of sales for the 39 weeks ended September 28,
2002. At the Company's traditional stores, selling and occupancy costs were 63.0 percent of sales for the 39 weeks ended September 28, 2002 compared to 60.9 percent of
sales for the 39 weeks ended September 29, 2001 due to an increase in rent and occupancy expense and other store and selling expense.





Labor costs associated with the traditional stores remained flat at 28.8 percent of sales for the 39 weeks ended September 28, 2002 and 28.7 percent for the
39 weeks ended September 29, 2001 as a result of tightening the staffing levels and closure of non-performing stores offset by an increase in labor rates.

Occupancy
costs, including rent, for the traditional stores were $20.4 million for the 39 weeks ended September 28, 2002, a decrease of $1.1 million or
5.0 percent, compared to $21.5 million for the 39 weeks ended September 29, 2001. Rents on a UWA basis increased 6.9% for the 39 weeks ended September 28,
2002 from the 39 weeks ended September 29, 2001. This increase in UWA rents is due to increases in lease termination costs and base rents for the Company's combined multi-concept bakery
cafes.

Other
store and selling expenses for the traditional stores were 9.4 percent of sales for the 39 weeks ended September 28, 2002 compared to 8.7 percent of
sales for the 39 weeks ended September 29, 2001.

Franchising and Licensing Revenues.Franchising and licensing revenues were $22.8 million for
the 39 weeks ended September 28, 2002, an increase of $1.5 million or 7.3 percent, from $21.3 million for the 39 weeks ended September 29, 2001.

Franchising
revenues were $18.3 million for the 39 weeks ended September 28, 2002, an increase of $900,000 or 5.3 percent, from $17.4 million for the
39 weeks ended September 29, 2001. This increase was principally due to increases in initial franchise fees of $600,000, franchising revenues from batter sales to franchisees of $300,000
offset by lower recurring royalties received from franchisees as a result of fewer franchisees and impact of the recession on franchisee sales. Franchisee sales have experienced an average reduction
in UWA sales of 9.6%.

Licensing
and other revenues were $4.5 million for the 39 weeks ended September 28, 2002, an increase of $600,000 or 16.3 percent, from $3.9 million
for the 39 weeks ended September 29, 2001. During the 2002 period, the Company recognized licensing revenues of $100,000 from a manufacturer of premium hot cocoa and licensing revenues
of $500,000 from TCBY for the sale of Mrs. Fields branded ice cream. These contracts were not in place in 2001.

Franchising and Licensing Expenses.Franchising and licensing expenses were $5.5 million for
the 39 weeks ended September 28, 2002, a decrease of $100,000 or 1.9 percent, from $5.6 million for the 39 weeks
ended September 28, 2002. The decrease was principally due to a decrease in labor and operating costs at the company's batter facility.

Mail Order Sales.Mail order sales were $6.7 million for the 39 weeks ended
September 28, 2002, an increase of $800,000 or 12.4 percent, from $5.9 million for the 39 weeks ended September 29, 2001. Mail order sales consist of sales through
the Company's catalog and e-tailing web-site. The increase was primarily due to an increase in mail order catalog and e-tailing sales, which was partially offset by
a decrease of approximately $300,000 in product sales to airlines as a result of lower airline travel post-September 11.

Mail Order Expenses.Mail order expenses were $3.7 million for the 39 weeks ended
September 28, 2002, an increase of $200,000 or 4.7 percent, from $3.5 million for the 39 weeks ended September 29, 2001. Net contribution for mail order increased
from 40.6 percent of sales for the 39 weeks ended September 29, 2001 to 44.6 percent of sales for the 39 weeks ended September 28, 2002 as a result of savings
in labor and occupancy costs associated with mail order's state-of-the-art baking and manufacturing facility occupied in late 2001.

Management Fee Revenue.Management fee revenue was $8.7 million for the 39 weeks ended
September 28, 2002, a decrease of $600,000 or 6.8 percent, from $9.3 million for the 39 weeks ended September 29, 2001. The decrease was due to an increase in the
retention amount of the Management Fee of $1.5 million during the 39 weeks ended September 28, 2002 offset by 2001 retention amounts of $900,000 received and recognized as income during the 39 weeks ended
September 28, 2002. The Company has increased the retention amount for 2002 to the full amount required under the amended TCBY Management Agreement of $1.5 million through
September 28, 2002.

Other Operating Revenue.Other operating revenue was $1.7 million for the 39 weeks
ended September 28, 2002, an increase of $1.6 million from the $100,000 for the 39 weeks ended September 29, 2001. This increase was principally due to $1.5 million
received under the Company's business interruption insurance policy for the loss of the Company's World Trade Center store as a result of the events of September 11, 2001.

General and Administrative Expenses.General and administrative expenses were $29.2 million
for the 39 weeks ended September 28, 2002, an increase of $2.1 million or 7.7 percent, from $27.1 million for the 39 weeks ended September 29, 2001.
This increase was the result of increases in marketing and advertising expenses of $800,000, workers compensation reserves of $700,000, settlement of legal claims of $500,000, severance expense
associated with general and administrative staffing reduction of $200,000 offset by a decrease in other general and administrative costs of $100,000.

Store Closure Provision.Reversal of the store closure provision was $13,000 for the 39 weeks
ended September 28, 2002 compared to store closure provision of $74,000 for the 39 weeks ended September 29, 2001. This was the result of effective settlements of operating lease
commitments below previous estimates to establish the store closure reserve.

Wal-Mart Restructuring Costs.Wal-Mart restructuring costs were
$7.5 million for the 39 weeks ended September 28, 2002. In September 2002, the Company negotiated a release from Wal-Mart for the Company's Wal-Mart
locations. In connection with that release, operations ceased at these locations on September 28, 2002. As a result, the carrying value of the equipment of $7.0 million was written off.
Additionally, the associated inventory was written off and certain costs were incurred for exiting these stores. The Company does not anticipate incurring any additional charges associated with
exiting the Wal-Mart locations.

Depreciation and Amortization Expense.Depreciation expense was $6.9 million for the
39 weeks ended September 28, 2002, a decrease of $1.6 million or 18.6 percent, from $8.5 million for the 39 weeks ended September 29, 2001. This
decrease was primarily the result of fewer stores assets as a result of store closures and sale of corporate owned stores to franchisees and impairment of assets at the Wal-Mart locations.

Amortization
expense was $1.0 million for the 39 weeks ended September 28, 2002, a decrease of $8.5 million, from $9.5 million for the 39 weeks
ended September 29, 2001. This decrease was principally the result of ceasing amortization of goodwill upon adoption of SFAS No. 142, effective December 30, 2001 which changes the
accounting treatment applied to goodwill and other intangible assets after the assets have been initially recognized in the financial statements.

Interest Expense, Net.Interest expense, net was $16.0 million for the 39 weeks ended
September 28, 2002, a decrease of $600,000, from $16.6 million for the 39 weeks ended September 29, 2001. This decrease was principally the result of lower interest rates
on the Company's line of credit, and lower balances outstanding under the line of credit and under the Company's capital lease obligations.

Other, Net.Other income, net was $1.0 million for the 39 weeks ended
September 28, 2002, an increase of $900,000 compared to $100,000 of other income, net for the 39 weeks ended September 29, 2001. This increase is principally due to
$1.1 million gain recognized on the sale of corporate owned stores to franchisees during the 39 weeks ended September 28, 2002.

Loss From Cumulative Effect of Accounting Change.The Company recorded a non-cash charge
of approximately $39.1 million to reduce the carrying value of the goodwill associated with its "company owned stores" reporting unit. Such charge is non-operational in nature and
is reflected as a cumulative
effect of an accounting change in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.

Extraordinary Item.The Company recognized an extraordinary gain in the amount of $5.3 million
during the 39 weeks ended September 29, 2001 in connection with the early extinguishments at a discounted price of its 14.0 percent Senior Secured Discount Debentures.

Liquidity and Capital Resources

General.The Company's principal sources of liquidity are cash flows from operating activities, sale
of Company owned stores, the TCBY Reimbursement, cash on hand and available borrowings under its existing revolving credit facility. Cash flows from asset sales are subject to indenture restrictions.
Asset sale proceeds are required to be used in specified ways for payment of debt and permitted investment. At September 28, 2002, the Company had $2.3 million of unrestricted cash and
cash equivalents and borrowings under the line of credit of $7.1 million and standby letters of credit totaling $1.9 outstanding, all of which are scheduled to mature prior to March 31,
2003. The maximum availability under the Company's reducing credit facility is currently $9.0 million and is currently scheduled to decrease to $6.0 million on December 1, 2002
and to $4.0 million on January 31, 2003. However, the Company is currently negotiating with the lender to extend the dates of the reductions in the revolving credit facility or reduce
the amount of the required reductions. There can be no assurance that the Company will be successful in negotiating the extension at the dates or amounts of the reductions. Capricorn
Investors III, L.P. ("Capricorn III"), one of Famous Brands' principal stockholders, has guaranteed the lesser of $3.5 million or 50.0 percent of the aggregate
amount of the Company's revolving credit facility.

The
Company's operations were negatively impacted by the recession that began to affect the Company's results in the second quarter of 2001 and have been further impacted by the events
of September 11, 2001. Additionally, the Company has incurred net losses from the date of its formation resulting in a stockholder's deficit of $88.2 million at September 28,
2002. For the 39 weeks ended September 28, 2002, approximately $58.7 million of such net losses were the result of non-cash expenses, including the loss from the
cumulative effect of an accounting change, depreciation and amortization of intangible assets, debt issuance costs, and asset impairment on Wal-Mart locations.

The
Company's stockholder's deficit of $88.2 million may limit its ability to obtain new franchisees in certain states that require a minimum positive stockholder's equity to
offer franchises. Certain other states may require the deferral of the initial franchise fee payment until the franchised store opens. These restrictions may reduce or defer proceeds from initial
franchise fees.

The
Company expects that its principal uses of cash for the foreseeable future will be for working capital, capital expenditures, store closure obligations, debt service requirements and
other general corporate purposes. The Company expects to expend approximately $6.2 million for capital expenditures in fiscal year 2002 of which approximately $3.0 million will be used
for the construction of new stores, $1.9 million will be used to remodel existing stores and $1.3 million will be used for other non-store capital expenditures. Approximately
$1.1 million of these expenditures for new store construction have been identified for possible sale to franchisees. In addition to its regular monthly debt service and the step down in the
credit facility discussed above, the Company has a semi-annual interest payment on its long-term notes of $7.1 million due December 1, 2002. The Company also has
$28.0 million of 14.0 percent Senior Secured Discount Notes that will require semi-annual cash interest payments of $1.9 million commencing June 1, 2003. Other
than amounts available to Mrs. Fields' Holding under its Tax Sharing Agreement with Mrs. Fields, Mrs. Fields' Holding does not currently have the ability to generate cash to pay interest and principal amounts due under its 14.0 percent Senior Secured Discount Notes, due to limitations included in its Mrs. Fields loan
indenture. These 14.0 percent Senior Secured Discount Notes mature August 2005 and the Company's 101/8 percent Senior Notes of $140.0 million mature
November 2004. Management anticipates that these cash requirements, except the principal payments of the 14.0 percent Senior Secured Discount Notes and the 101/8 percent
Senior Notes at maturity, will be funded with cash generated from operating activities, the sale of Company owned stores, the TCBY Reimbursement, and short-term borrowings under its credit
facility as needed. Management is currently negotiating to replace its current reducing credit facility with a non-reducing facility. There can be no assurance that the Company will be
successful in negotiating the replacement of the current reducing credit facility. Management anticipates that the 14.0 percent Senior Secured Discount Notes and the 101/8
percent Senior Notes will be refinanced prior to maturity. However, there can be no assurance that the Company will be successful in refinancing these debt instruments.

The
Company is in compliance with its covenants under its revolving credit facility, 101/8 percent Senior Notes and 14.0 percent Senior Secured Discount Notes at
September 28, 2002.

Due
to the uncertainty regarding the Company's negotiations with respect to the extension of the dates for and the amounts of the reductions of its current credit facility and proposed
replacement thereof, there can be no assurance that such negotiations will be successful. If the Company is unable to modify the current credit facility or replace it, the Company may be unable to
meet anticipated working capital needs, routine capital expenditures and current debt service obligations on a short-term basis without asset sales, the timing and probability of which cannot be
predicted. Furthermore, any such asset sales may further impede the Company's ability to obtain necessary financing.

September 28, 2002 Compared to December 29, 2001

As of September 28, 2002, the Company had liquid assets (unrestricted cash and cash equivalents and accounts receivable) of $7.6 million, a decrease
of 28.3 percent, or $3.0 million, from December 29, 2001 when liquid assets were $10.6 million. Current assets decreased by $5.3 million, or 30.7 percent, to
$11.9 million at September 28, 2002 from $17.2 million at December 29, 2001. This decrease was primarily
the result of a decrease in cash and cash equivalents accounts receivable, amounts due from franchisees and licensees, amounts due from affiliates, inventories and assets held for sale that were sold
to franchisees in 2002. Long-term assets decreased $54.6 million, or 34.1 percent, to $105.6 million at September 28, 2002 from $160.2 million at
December 29, 2001. This decrease was due to a write-off of goodwill in accordance with SFAS 142 of $39.1 million, write down of the carrying value of the
long-term assets of the Company's Wal-Mart locations of $7.5 million, recurring depreciation and amortization of property and equipment, intangibles, and deferred loan
costs and the sale of Company owned stores offset by amounts due from affiliates associated with the Management Fee retention amount under the TCBY Management Agreement.

Current
liabilities decreased by $6.0 million, or 15.3 percent, to $32.9 million at September 28, 2002 from $38.9 million at December 29, 2001.
This decrease is primarily due to a decrease in accounts payable, accrued liabilities, sales tax payable and bank borrowings under the line of credit, which was partially offset by an increase in
accrued interest payable and accrued salaries, wages and benefits.

The
Company's working capital deficit decreased by $600,000, or 3.1 percent, to a deficit of $21.0 million at September 28, 2002 from a deficit of
$21.6 million at December 29, 2001, for the reasons described above.

The
Company generated $318,000 of cash for operating activities during the 39 weeks ended September 28, 2002. The Company generated $1.5 million of cash from investing
activities during the 39 weeks ended September 28, 2002, primarily from proceeds relating to franchising 39 Company owned stores, which was partially offset by capital expenditures. The
Company utilized $3.0 million of cash for financing activities during the 39 weeks ended September 28, 2002, principally due to payments on the Company's line of credit, long-term debt and capital leases
offset by drafts in transit in excess of borrowing availability.

The
specialty cookie and pretzel businesses do not require the maintenance of significant receivables or inventories. However, the Company continually invests in its business by
upgrading and remodeling stores and adding new stores, carts and kiosks as opportunities arise. Investments in these long-term assets, which are key to generating current sales, reduce its
working capital. During the 39 weeks ended September 28, 2002 and September 29, 2001, Mrs. Fields' Holding expended cash of $5.6 million and $14.8 million,
respectively, for capital assets.

Inflation

The impact of inflation on the earnings of the business has not been significant in recent years. Most of the Company's leases contain escalation
clauses (however, such leases are accounted for on a straight-line basis as required by accounting principles generally accepted in the United States, which
minimizes fluctuations in operating income) and many of Mrs. Fields' Holding's employees are paid hourly wages at the Federal minimum wage level. Minimum wage increases will negatively impact
Mrs. Fields' Holding's payroll costs in the short term, but management believes such impact can be offset in the long term through operational efficiency gains and, if necessary, through
product price increases.

Critical Accounting Policies

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses in the Company's financial statements. Management has reviewed the accounting policies that it uses to
prepare the Company's financial statements and believes that the following policies are the most important to the portrayal of the Company's financial condition and the results of its operations while
requiring the use of judgments and estimates about the effects of matters that are inherently uncertain.

Related Party Transactions.Mrs. Fields has contractual relationships with various affiliates,
primarily TCBY, which are intended to be fair to the parties involved in the transactions and on terms similar to what could be negotiated with independent third parties. Sometimes the Company is
required to negotiate the agreements for both sides of the transaction. Also, inherent in any contractual relationship is the interpretation of the intent of the agreement at a later time when
unanticipated events occur. When situations like these occur, the Company attempts objectively to determine the terms of the transaction or interpret the intent of the agreement on a fair and
independent basis. However, there is no guarantee that it will be successful in doing so. Individual affiliate transactions or a series of related transactions in excess of $1.0 million require
a resolution by the Company's board of directors. Individual affiliate transactions or a series of related transactions in excess of $5.0 million require an "opinion of fairness" by an
accounting, appraisal or investment banking firm.

Impairment of Long-lived Assets.The Company reviews its long-lived assets
for impairment when circumstances indicate that the book value of an asset may not be fully recovered by the undiscounted net cash flow generated over the remaining life of the related asset or group
of assets. If the cash flows generated by the asset are not sufficient to recover the remaining book value of the asset, the Company is required to write down the value of the asset. In evaluating
whether the asset will generate sufficient cash flow to recover its book value, the Company estimates the amount of cash flow that will be generated by the asset and the remaining life of the asset.
In making its estimate, the Company considers the performance trends related to the asset, the likelihood that the trends will continue or change, both at the asset level as well as at the national economic level and the length of time that it expects to retain the asset.

Allowance for Doubtful Accounts.The Company sells product to and receives royalties from its
franchisees and sells product to other customers. Sometimes these franchisees and customers are unable or
unwilling to pay for the products that they receive or royalties that they owe. Factors that affect the Company's ability to collect amounts that are due to Mrs. Field's include the financial
strength of a franchisee or customer and its operations, the economic strength of the mall where the franchisee is located and the overall strength of the retail economy. Mrs. Field's is
required to establish an estimated allowance for the amounts included in accounts receivable that it will not be able to collect in the future. To establish this allowance, it evaluates the customer's
or franchisee's financial strength, payment history, reported sales and the availability of collateral to offset potential losses. If the assumptions that are used to determine the allowance for
doubtful accounts change, Mrs. Field's may have to provide for a greater level of expense in future periods or to reverse amounts provided in prior periods.

Store Closure Reserve.The Company will periodically close under-performing stores, either
individually or as part of an overall store closure plan. When a store is targeted for closure, it records a provision for costs that will be incurred in closing the store, which are predominately
estimated lease termination costs. The costs include both settlement payments and continued contractual payments over time under original lease agreements. The amount of the provision is allocated
between current amounts that are estimated to be paid within one year and long-term amounts that are estimated to be paid thereafter. The amount of the estimated reserve and the timing of
the payments are affected by Mrs. Field's ability to settle with the landlord for amounts less than the amount reserved and the timing of the settlement payments agreed to in the settlement.

Recent Accounting Pronouncements.In June 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset,
except for obligations of lessees and the associated asset retirement costs. SFAS No. 143 requires that the fair value of the liability for an asset retirement obligation be recognized in the
period in which it is incurred if a reasonable estimate of fair value can be made. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company has not yet
assessed the impact of SFAS No. 143 on the Company's financial position and results of operations.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement No. 39, and Technical Corrections."
The Statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishments of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy
Sinking-Fund Requirements." SFAS No. 145 recognizes that the use of debt extinguishments can be a part of the risk management strategy of a company and hence, the classification of
all early extinguishments of debt as an extraordinary item may no longer be appropriate. In addition, the Statement amends SFAS No. 39, "Accounting for Leases," to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. Provisions of this Statement, as they relate to Statement No. 39, are to be effective for transactions occurring after May 15, 2002. Provisions,
which relate to Statement No. 4, are effective for fiscal years beginning after May 15, 2002. The Company has not yet assessed the impact of SFAS No. 145 on the Company's
financial position and results of operations.

In
July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 is effective for transactions initiated
after December 31, 2002. Under SFAS No. 146, a company will record a liability for a cost associated with an exit or disposal activity when that liability is incurred and can be measured
at fair value. A liability is incurred when an event obligates the entity to transfer or use assets. The Company has not yet assessed the impact of SFAS No. 146 on the Company's financial
position and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no significant changes in market risks since the end of the Company's fiscal year ended December 29, 2001. For more information, please
read the consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 29, 2001.

ITEM 4. CONTROLS AND PROCEDURES

Based on their evaluation, as of a date within 90 days of the filing of this Form 10-Q, the Company's Chief Executive Officer and Chief
Financial Officer have concluded the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's reports filed or submitted under the Securities Exchange Act of 1934. There have been no significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to the date of their evaluation.





PART IIOTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, Mrs. Fields' Holding is involved in routine litigation, including franchise disputes. Mrs. Fields' Holding is
not a party to any legal proceedings which, in the opinion of management of Mrs. Fields' Holding, after consultation with legal counsel, is material to Mrs. Fields' Holding's business,
financial condition or results of operations beyond amounts provided for in the accompanying financial statements.

Mrs. Fields'
Holding's stores and products are subject to regulation by numerous governmental authorities, including, without limitation, federal, state and local laws and
regulations governing health, sanitation, environmental protection, safety and hiring and employment practices.

Item 6. Exhibits and Reports on Form 8-K

|(a) |  | Exhibits  |  |                                                                                                                                                                             
|--- |  | --------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | 10.18     |  | Mrs. Fields Famous Brands, Inc. Director Stock Option Plan adopted August 1, 2002.                                                                                          
|    |  | 10.49     |  | Eighth Amendment to Amended and Restated Loan Agreement, dated as of August 30, 2002, by and between Mrs. Fields' Original Cookies, Inc. and LaSalle National Association.  
|    |  | 10.50     |  | Ninth Amendment to Amended and Restated Loan Agreement, dated as of September 17, 2002, by and between Mrs. Fields' Original Cookies, Inc. and LaSalle National Association.
|    |  | 99.1      |  | Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                       
|(b) |  | Forms 8-K |  |                                                                                                                                                                             
|    |  | None      |  |                                                                                                                                                                             





SIGNATURES

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.

MRS. FIELDS' HOLDING COMPANY, INC.

|/s/LARRY A. HODGESLarry A. Hodges, President and CEO                                                                |  | November 8, 2002Date
|------------------------------------------------------------------------------------------------------------------- |  | --------------------
|/s/SANDRA M. BUFFASandra M. Buffa, Senior Vice President and CFO
(Chief Financial and Principal Accounting Officer) |  | November 8, 2002Date





SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Larry A. Hodges, certify that:

|Date: November 8, 2002 |  | /s/ LARRY A. HODGESLarry A. Hodges
President and CEO
|---------------------- |  | ----------------------------------------------------



SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Sandra M. Buffa, certify that:

|Date: November 8, 2002 |  | /s/ SANDRA M. BUFFASandra M. Buffa
Chief Financial Officer
|---------------------- |  | ----------------------------------------------------------



EXHIBIT INDEX

|Exhibit
Number |  | Description of Document                                                                                                                                                     
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18          |  | Mrs. Fields Famous Brands, Inc. Director Stock Option Plan adopted August 1, 2002.                                                                                          
|10.49          |  | Eighth Amendment to Amended and Restated Loan Agreement, dated as of August 30, 2002, by and between Mrs. Fields' Original Cookies, Inc. and LaSalle National Association.  
|10.50          |  | Ninth Amendment to Amended and Restated Loan Agreement, dated as of September 17, 2002, by and between Mrs. Fields' Original Cookies, Inc. and LaSalle National Association.
|99.1           |  | Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.