Edgar Filing: NexCen Brands, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2007

Or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-27707

NEXCEN BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware		20-2783217
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

1330 Avenue of the Americas, 34^th Floor, New York, NY		10019-5400
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 277-1100

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of October 31, 2007, 54,943,475 shares of the Registrant’s common stock, $.01 par value per share, were outstanding.

NEXCEN BRANDS, INC.

QUARTERLY REPORT ON FORM 10-Q

THE QUARTER ENDED SEPTEMBER 30, 2007

INDEX

PART I:	FINANCIAL INFORMATION	3
ITEM 1:	FINANCIAL STATEMENTS	3
	Condensed consolidated balance sheet as of September 30, 2007 (unaudited) and December 31, 2006	3
	Condensed consolidated statements of operations for the three and nine months ended September 30, 2007 and 2006 (unaudited)	4
	Condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2007 and 2006 (unaudited)	5
	Condensed consolidated statements of cash flows for the nine months ended September 30, 2007 and 2006 (unaudited)	6
	Notes to unaudited condensed consolidated financial statements	7
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	30
ITEM 4:	CONTROLS AND PROCEDURES	31

PART II:	OTHER INFORMATION	32
ITEM 1:	LEGAL PROCEEDINGS	32
ITEM 1A.	RISK FACTORS	32
ITEM 2:	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	33
ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	33
ITEM 5:	OTHER INFORMATION	33
ITEM 6:	EXHIBITS	33

PART I—FINANCIAL INFORMATION

ITEM I: FINANCIAL STATEMENTS


NEXCEN BRANDS, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

	September 30,			December 31,
	2007 (Unaudited)			2006
ASSETS
Cash and cash equivalents	$	29,432		$	83,536
Restricted cash		5,222			-
Trade receivables, net of allowances of $877 and $530		6,793			2,042
Interest and other receivables		2,110			511
Prepaid expenses and other current assets		3,275			2,210
Total current assets		46,832			88,299

Property and equipment, net		3,113			389
Goodwill		84,825			15,607
Trademarks		191,100			49,000
Other intangible assets, net of amortization		7,949			3,792
Deferred financing costs and other assets		2,093			-
Restricted cash		1,818			1,298
Total Assets	$	337,730		$	158,385

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	$	8,712		$	5,197
Deferred revenue		5,033			40
Current portion of long-term debt		4,273			-
Acquisition related liabilities		9,415			4,000
Total current liabilities		27,433			9,237

Long-term debt		87,055			-
Deferred tax liability		21,716			218
Acquisition related liabilities		2,430			-
Other long-term liabilities		2,077			2,317
Total Liabilities		140,711			11,772
Minority interest		3,038			-
Commitments and Contingencies

Stockholders' Equity
Preferred stock, $0.01 par value; 1,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2007 and December 31, 2006.		-			-
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 54,918,475 and 47,966,085 shares issued and outstanding at September 30, 2007 and December 31, 2006		551			481
Additional paid-in capital		2,664,771			2,615,742
Treasury stock		(1,757	)		(352	)
Accumulated deficit		(2,469,584	)		(2,469,258	)
Total stockholders’ equity		193,981			146,613
Total liabilities, minority interest and stockholders’ equity	$	337,730		$	158,385

See accompanying notes to unaudited condensed consolidated financial statements.

NEXCEN BRANDS, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenues:
Royalty revenues	$	4,899		$	-		$	10,588		$	-
Licensing revenues		4,963			-			10,749			-
Franchise fee revenues		1,467			-			2,728			-
Total Revenues		11,329			-			24,065			-

Operating Expenses:
Selling, general and administrative expenses:
Brands		4,709			-			10,043			-
Corporate		2,076			1,569			6,242			3,417
Professional fees:
Brands		356			-			767			-
Corporate		310			324			1,109			645
Depreciation and amortization		390			207			895			256
Stock based compensation		848			388			2,219			1,084
Restructuring charges		-			80			-			869
Total Operating Expenses		8,689			2,568			21,275			6,271

Operating Income (loss)		2,640			(2,568	)		2,790			(6,271	)

Non-Operating income (expense):
Interest income		320			733			1,481			1,631
Interest expense		(1,579	)		-			(2,767	)		-
Other income, net		51			469			291			562
Minority interest		(56	)		-			(198	)		-
Total non-operating income (expense)		(1,264	)		1,202			(1,193	)		2,193

Income (loss) from continuing operations before income taxes		1,376			(1,366	)		1,597			(4,078	)
Provision for income taxes:
Current		74			-			191			-
Deferred		1,179			-			1,279			-
Total provision for income taxes		1,253			-			1,470			-
Income (loss) from continuing operations		123			(1,366	)		127			(4,078	)

Income (loss) from discontinued operations, net of taxes		(6	)		544			(453	)		1,603

Net income (loss)		117			(822	)		(326	)		(2,475	)
Other comprehensive income:
Unrealized holding gain on investments available for sale		-			555			-			555
Comprehensive loss	$	117		$	(267	)	$	(326	)	$	(1,920	)
Income (loss) per share (basic and diluted) from continuing operations	$	0.00		$	(0.03	)	$	0.00		$	(0.09	)
Income (loss) per share (basic and diluted) from discontinuing operations		0.00			0.01			(0.01	)		0.04
Net income (loss) per share - basic and diluted	$	0.00		$	(0.02	)	$	(0.01	)	$	(0.05	)

Weighted average shares outstanding - basic		52,384			46,534			50,801			45,098
Weighted average shares outstanding - diluted		54,250			48,056			53,400			45,454
See accompanying notes to unaudited condensed consolidated financial statements.

NEXCEN BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS)

(UNAUDITED)


		Preferred Stock		Common Stock		Additional Paid -in Capital		Accumulated Deficit			Treasury Stock			Unrealized Gain on Investment		Total

Balance at December 31, 2005	$	-	$	440	$	2,593,085	$	(2,467,138	)	$	-		$	-	$	126,387
Exercise of options and warrants		-		-		1		-			-			-		1
Stock compensation expense		-		-		1,966		-			-			-		1,966
Common stock issued		-		26		10,225		-						-		10,251
Common stock repurchased		-		-		-		-			(352	)		-		(352	)
Unrealized gain on investments available for sale		-		-		-		-			-			555		555
Net loss		-		-		-		(2,475	)		-			-		(2,475	)
Balance at September 30, 2006	$	-	$	466	$	2,605,277	$	(2,469,613	)	$	(352	)	$	555	$	136,333


Balance at December 31, 2006	$	-	$	481	$	2,615,742	$	(2,469,258	)	$	(352	)	$	-	$	146,613
Surrender of shares from cashless exercise of warrants		-		-		-		-			(1,405	)		-		(1,405	)
Exercise of options and warrants		-		10		3,548		-			-			-		3,558
Stock compensation expense		-		-		2,340		-			-			-		2,340
Common stock issued		-		60		43,141		-			-			-		43,201
Net loss		-		-		-		(326	)		-			-		(326	)
Balance at September 30, 2007	$	-	$	551	$	2,664,771	$	(2,469,584	)	$	(1,757	)	$	-	$	193,981

See accompanying notes to unaudited condensed consolidated financial statements.

NEXCEN BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	Nine Months Ended September,
	2007			2006
Cash flow from operating activities:
Net income (loss) from continuing operations	$	127		$	(4,078	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization		895			256
Stock based compensation		2,219			1,084
Deferred income taxes		1,279			-
Minority interest		198			-
Changes in assets and liabilities, net of acquired assets and liabilities:
(Increase) decrease in trade receivables, net of allowances		(4,230	)		630
Increase in interest and other receivables		(550	)		-
(Increase) decrease in prepaid expenses and other current assets		(2,221	)		19
Decrease in accounts payable and accrued expenses		(339	)		(1,448	)
Increase in accrued restructuring costs and other liabilities		-			763
Decrease in deferred revenues		(1,278	)		-
Cash (used in) provided by discontinued operations		(1,082	)		2,645
Net cash used in operating activities		(4,982	)		(129	)

Cash flows from investing activities:
Increase in restricted cash		(5,742	)		-
Purchases of property and equipment		(2,764	)		-
Acquisitions, net of cash acquired		(136,868	)		(3,296	)
Cash provided by discontinued operations		-			173,168
Net cash (used in) provided by investing activities		(145,374	)		169,872

Cash flows from financing activities:
Proceeds from sale of minority interest		2,771			-
Increase in debt from borrowings		91,800			-
Principal payments on debt		(472	)		-
Proceeds from the exercise of options and warrants		2,153			2
Purchase of treasury stock		-			(352	)
Cash used in discontinued operations		-			(133,924	)
Net cash provided by (used in) financing activities		96,252			(134,274	)
Net (decrease) increase in cash and cash equivalents		(54,104	)		35,469
Cash and cash equivalents, at beginning of period		83,536			1,092
Cash and cash equivalents, at end of period	$	29,432		$	36,561
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	1,184		$	-
Cash paid during the period for taxes	$	588		$	-

Supplemental disclosure of non-cash investing and financing activities:

For the nine months ended September 30, 2007, the Company issued 5,923,732 shares of its common stock and 50,000 warrants to acquire shares of stock with an aggregate value of $43,312,000 in connection with brand acquisitions. For the nine months ended September 30, 2006, the Company issued 2,500,000 shares of its common stock, 440,000 warrants and options to acquire 106,236 shares of stock with an aggregate fair value of $11,077,000 in connection with the UCC acquisition.

See accompanying notes to unaudited condensed consolidated financial statements.

NEXCEN BRANDS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION, DESCRIPTION OF THE BUSINESS, AND BASIS OF PRESENTATION

(a) ORGANIZATION AND DESCRIPTION OF THE BUSINESS

NexCen Brands, Inc. (“NexCen” or the “Company”) engages in the acquisition and management of established consumer brands in intellectual property-centric industries. NexCen’s goal is to be a world leader in brand management for the 21st century. Our business is focused on acquiring, managing and developing intellectual property, which we refer to as IP and IP-centric businesses. IP that we have acquired and expect to acquire in the future includes trademarks, trade names, copyrights, franchise rights, patents, trade secrets, know-how and other similar, valuable property, primarily used in the retail and consumer branded products and franchise businesses. In building our IP business, we focus on three segments: retail franchising, consumer branded products and quick service restaurant franchising (which we refer to as “QSR” franchising).

We commenced our IP business in June 2006, when we acquired UCC Capital Corporation, which we refer to as UCC. In November 2006, we entered the retail franchising business by acquiring Athlete’s Foot Brands, LLC, (“TAF” or “The Athlete’s Foot”) along with an affiliated company and certain related assets. As a result of this acquisition, we are now the owner of The Athlete’s Footâ brand and related marks. The Athlete’s Foot is an athletic footwear and apparel franchisor with 620 stores in over 38 countries.

In February 2007, we entered the consumer branded products business by acquiring Bill Blass Holding Co., Inc. and two affiliated businesses (“Blass”). The Bill Blass label represents timeless modern American style and is an American legacy brand in the fashion industry.

Also, in February 2007, we acquired MaggieMoo’s International, LLC (“MaggieMoo’s”) and the assets of Marble Slab Creamery, Inc. (“Marble Slab”), two well known and established brands within the hand-mixed premium ice cream category. These acquisitions mark NexCen’s entry into the QSR franchising sector. Together, MaggieMoo's and Marble Slab have 565 stores throughout the United States, Canada, Puerto Rico and the United Arab Emirates.

In May 2007, we expanded our presence in the consumer branded products business when we acquired the Waverly brand from F. Schumacher & Co.. Waverly is a home décor lifestyle brand for harmonious and tasteful decorating.

In August 2007, we expanded our QSR operations when we acquired the Pretzel Time and Pretzelmaker brands from Mrs. Fields Famous Brands, LLC for approximately $30 million. Pretzel Time and Pretzelmaker are established brands in the freshly made, soft baked hot pretzel category. Together, the Pretzel Time and Pretzelmaker brands have 377 franchised locations at September 30, 2007.

We are actively in discussions to acquire additional IP-centric businesses. Our operating strategy is to generate revenue from licensing and other commercial arrangements with third parties who want to use the IP that we acquire. These third parties will pay us licensing and other contractual fees and royalties for the right to use our IP on either an exclusive or non-exclusive basis. Our contractual arrangements may apply to a specific product market, a specific geographic market or to multiple markets.

Licensing and other contractual fees paid to us include a mixture of upfront payments, required periodic minimum payments (regardless of sales volumes), and volume-dependent periodic royalties and license fees (based upon the number or dollar amount of branded products and services sold). Accordingly, our revenues reflect both recurring and non-recurring payment streams.

(b) BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements include the accounts of the Company and it’s wholly and majority-owned subsidiaries. The Condensed Consolidated Balance Sheet as of September 30, 2007, and the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2007 and 2006, and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006, are unaudited. In the opinion of management, all adjustments have been made, which include normal recurring adjustments necessary to present fairly the Condensed Consolidated Financial Statements. Operating results for the three and nine month periods ended September 30, 2007 are not necessarily indicative of the operating results for the full year. These statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K/A for the year ended December 31, 2006. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2006.

Certain 2006 amounts have been reclassified to conform to the current year presentation. All 2006 activity related to our mortgage-backed securities (“MBS”) business has been classified as discontinued operations. None of these reclassifications had a material effect on the Company’s consolidated financial statements.

(d) USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Estimates are used in accounting for, among other things, valuation of goodwill and intangible assets and estimated useful lives of identifiable intangible assets, depreciation, tax valuation allowances and contingencies. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions are complete. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.

OUR SIGNIFICANT INTERIM ACCOUNTING POLICIES INCLUDE THE FOLLOWING:

(a) CASH AND CASH EQUIVALENTS

Cash equivalents include all highly liquid investments purchased with original maturities of ninety days or less. Cash and cash equivalents consisted of the following:

(in thousands)	September 30, 2007		December 31, 2006
Cash	$	9,228	$	10,694
Money market accounts		20,204		72,842
Total	$	29,432	$	83,536

The cash balance at September 30, 2007, includes approximately $6.4 million of cash received from franchisees and licensees that is being held in trust in accordance with the terms of our BTMU loan agreements (See Note 16 Debt). These funds are applied to the quarterly payments of principal and interest on the BTMU debt and the excess is released to the Company for general corporate purposes.

(b) REVENUE RECOGNITION

Royalties from franchising operations are recorded as revenues as they are earned and become receivable from franchisees. Franchise fee revenue is recognized when all initial required services are performed, which is generally considered to be upon the opening of the franchisee’s store. Royalties from licensing operations are recorded as revenues as they are earned and become receivable from the licensees.

Goodwill represents the excess of costs over the fair value of assets related to acquired businesses, and trademarks represents the value of future royalty income associated with the ownership of The Athlete’s Foot, Bill Blass, Marble Slab, MaggieMoo’s, Waverly, Pretzel Time and Pretzelmaker trademarks. Other identifiable intangible assets include the value of non-compete agreements of key executives, and franchise agreements and master development agreements of acquired businesses that are being amortized on a straight-line basis over a period ranging from one to twenty years. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144. Goodwill and trademarks acquired in a purchase business combination determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.” At each reporting period, we assess trademarks to determine if facts and circumstances have changed, requiring a re-evaluation of the estimated life of the trademarks.

(d) TRADE RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Trade receivables consist of amounts the Company expects to collect from franchisees for royalties and franchise fees, and from licensees for license fees, net of allowance for doubtful accounts of $877,000 and $530,000, as of September 30, 2007 and December 31, 2006, respectively. The Company provides a reserve for uncollectible amounts based on its assessment of individual accounts. Cash flows related to net changes in trade receivable balances are classified as increases or decreases in trade receivables in the consolidated statement of cash flows.

(e) RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, Accounting for Income Taxes.” FIN 48 establishes that the financial statement effects of a tax position taken or expected to be taken in a tax return are to be recognized in the financial statements when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, and was adopted by the Company in the first quarter of fiscal 2007. The impact of this standard on our consolidated results of operations, financial position, and cash flows is more fully explained in Note 5 Income Taxes.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which applies to any accounting pronouncement that requires or permits fair value measurements. SFAS No. 157 provides a common definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in a transaction between market participants. The new standard also provides guidance on the methods used to measure fair value and requires expanded disclosures related to fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently assessing the impact that this standard will have on our consolidated results of operations, financial position, or cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits entities to choose to measure most financial instruments and certain other items at fair value that are currently required to be measured at historical costs. Adoption of SFAS No. 159 is optional. We currently do not expect to adopt SFAS No. 159.

(2) PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

(in thousands)	Estimated Useful Lives		September 30, 2007			December 31, 2006
Furniture and fixtures		7 - 10 Years	$	695		$	206
Computer and equipment		3 - 5 Years		376			126
Software		3 Years		254			112
Leasehold improvements		Term of Lease		2,527			393
Total Property & Equipment				3,852			837
Less: Accumulated Depreciation and Amortization				(739	)		(448	)
Property & Equipment, Net			$	3,113		$	389

Leasehold improvements at September 30, 2007 include $2.0 million of costs for the build out of the Company’s corporate offices in New York. Depreciation and leasehold amortization expense recorded for the three and nine month periods ended September 30, 2007 and 2006, was $123,000, $291,000, $207,000, and $256,000, respectively.

(3) GOODWILL, TRADEMARKS, AND INTANGIBLE ASSETS

The net carrying value of goodwill as of September 30, 2007 and December 31, 2006 by acquired entity is as follows (in thousands):

	September 30, 2007		December 31, 2006
UCC	$	37,311	$	10,135
The Athlete's Foot		2,433		5,472
Bill Blass		28,290		-
Marble Slab		4,726		-
MaggieMoo's		6,129		-
Waverly		4,906		-
Pretzel Time		429		-
Pretzelmaker		601		-
Total	$	84,825	$	15,607

The decrease in the net carrying amount of goodwill for The Athlete’s Foot is related to the Company not having to pay any additional consideration under the TAF purchase agreement as discussed in Note 10 Acquisition of The Athlete’s Foot. The increase in goodwill for UCC resulted from contingent consideration paid in September 2007 in accordance with the terms of the UCC merger agreement discussed in Note 9 Acquisition of UCC.

Trademarks as of September 30, 2007 and December 31, 2006 by acquired entity are as follows (in thousands):

		September 30, 2007		December 31, 2006
The Athlete's Foot	$	49,000	$	49,000
Bill Blass		46,100		-
Marble Slab		20,000		-
MaggieMoo's		16,500		-
Waverly		32,000		-
Pretzel Time		17,000		-
Pretzelmaker		10,500		-
Total	$	191,100	$	49,000

The increase in trademarks from December 31, 2006 is a result of the Bill Blass, Marble Slab, MaggieMoo’s, Waverly, Pretzel Time and Pretzelmaker acquisitions during the nine months ended September 30, 2007. Trademarks have an indefinite life and are analyzed for impairment on an annual basis or more frequently if events or circumstances indicate that the asset may be impaired.

Other intangible assets as of September 30, 2007 and December 31, 2006 by acquired entity are as follows (in thousands):

		September 30, 2007			December 31, 2006
UCC	$	1,370		$	1,370
The Athlete's Foot		2,600			2,600
Bill Blass		779			-
Marble Slab		1,109			-
MaggieMoo’s		700			-
Waverly		433			-
Pretzel Time		970
Pretzelmaker		770
Total Other Intangible Assets		8,731			3,970
Less: Accumulated Amortization		(782	)		(178	)
Other Intangible Assets, net	$	7,949		$	3,792

Other intangibles is comprised of non-compete agreements of key executives and others, franchise agreements, license agreements and master development agreements, and are being amortized over a period ranging from one to twenty years. Total amortization expense recorded by the Company for the three and nine months ended September 30, 2007 was $267,000 and $604,000, respectively. The following table presents the future amortization expense (in thousands) expected to be recognized over the amortization period of the other intangible assets outstanding as of September 30, 2007:

	Three Months Ending December 31, 2007		Year Ending December 31, 2008		Year Ending December 31, 2009		Year Ending December 31, 2010		Thereafter
UCC	$	68	$	274	$	274	$	274	$	118
The Athlete's Foot		33		130		130		130		2,058
Bill Blass		59		237		237		99		-
Marble Slab		14		55		55		55		897
MaggieMoo’s		9		35		35		35		566
Waverly		25		102		102		102		61
Pretzel Time		51		202		202		202		279
Pretzelmaker		41		162		162		162		216
Total Amortization		300	$	1,197	$	1,197	$	1,060	$	4,195

(4) STOCK BASED COMPENSATION

Total stock-based compensation expense was approximately $848,000, $2,219,000, $388,000 and $1,084,000 for the three and nine months ended September 30, 2007, and 2006, respectively. A summary of stock option activity under the 2006 Plan, 1999 Plan, the 2000 Plan and warrants outstanding as of September 30, 2007 and changes during the nine months then ended is presented below:

	2006 Plan				1999 Plan				2000 Plan				Warrants				Total
	Number of Shares (in thousands)		Weighted - Average Exercise Price		Number of Shares (in thousands)		Weighted - Average Exercise Price		Number of Shares (in thousands)		Weighted - Average Exercise Price		Number of Shares (in thousands)		Weighted - Average Exercise Price		Number of Shares (in thousands)		Weighted - Average Exercise Price
Outstanding at January 1, 2007		426	$	6.88		4,689	$	4.19		123	$	3.23		1,936	$	3.60		7,174	$	4.17
Granted		1,273		8.06		-		-		-		-		183		9.86		1,456		8.29
Exercised		-		-		522		2.88		8		0.99		603		3.39		1,133		3.14
Forfeited		3		8.57		104		3.05		26		5.65		-				133		3.67
Expired		-		-		-		-		-		-		-		-		-		-
Outstanding at September 30, 2007		1,696	$	7.77		4,063	$	4.39		89	$	2.71		1,516	$	4.45		7,364	$	5.16

The total number of options and warrants issued by the Company since January 1, 2007 includes the following:

On January 24, 2007, as part of bonuses distributed to employees for the year ended December 31, 2006, the Company issued options to employees exercisable through January 24, 2017 to purchase 51,500 shares of Company common stock at an exercise price of $8.95.

On February 15, 2007, in connection with the acquisition of Bill Blass, the Company issued warrants exercisable through February 15, 2017 to purchase 400,000 shares of Company common stock at exercise prices of $8.89. The vesting of these warrants is contingent upon Blass meeting three earnings targets on September 30, 2008, December 31, 2009, and December 31, 2010. As of September 30, 2007, the first earnings target is the only one that has been deemed probable; therefore, the Company has only deemed the first tranche of 133,333 shares as outstanding. On February 21, 2007, the Company issued options exercisable through February 21, 2017 to purchase 5,000 shares of the Company common stock to an employee of Bill Blass at an exercise price of $10.90 per share.

During the three months ended June 30, 2007, in connection with their employment with the Company, the Company issued 107,500 options to employees exercisable through June 21, 2017 at exercise prices ranging from $11.61 to $12.87 per share. Additionally, the Company granted approximately 29,000 options to a member of the Board of Directors exercisable through May 4, 2017 at an exercise price of $12.19 per share.

On May 2, 2007, in connection with the acquisition of Waverly, the Company issued warrants exercisable through May 2, 2017 to purchase 50,000 shares of Company common stock at exercise prices of $12.43. These warrants were immediately vested upon issuance. The warrant was priced at the market price on the date of grant and the related compensation expense has been included in the purchase price allocation.

During the three months ended September 30, 2007, the Company issued options to purchase 305,000 common shares to employees which are exercisable through September 24, 2017 at exercise prices ranging from $7.26 to $10.00 per share. Additionally, the Company granted 775,000 options to members of the Board of Directors exercisable through September 6, 2017 at exercise prices of $6.90 per share.

A summary of the status of the Company’s outstanding grants of options, restricted stock and warrants that remain subject to vesting as of September 30, 2007, and changes during the nine months then ended is presented below:

	2006 Plan				1999 Plan				2000 Plan				Warrants				Total
	Number of Shares (in thousands)		Weighted - Average Grant Date Fair Value		Number of Shares (in thousands)		Weighted - Average Grant Date Fair Value		Number of Shares (in thousands)		Weighted - Average Grant Date Fair Value		Number of Shares (in thousands)		Weighted - Average Grant Date Fair Value		Number of Shares (in thousands)		Weighted - Average Grant Date Fair Value
Non-Vested at January 1, 2007		426	$	2.19		3,619	$	1.32		87	$	2.28		125	$	1.20		4,257	$	1.43
Granted		1,273		3.53		-		-		-		-		183		4.17		1,456		3.61
Vested		25		2.31		1,206		1.32		34		2.69		92		1.75		1,357		1.40
Forfeited		3		3.10				-		26		1.78		-		-		29		1.89
Non-Vested at September 30, 2007		1,671	$	3.21		2,413	$	1.32		27	$	2.08		216	$	3.48		4,327	$	2.17

The total unrecognized compensation cost related to non-vested share-based compensation agreements granted under all stock option plans as of September 30, 2007 is approximately $7.6 million. The cost is expected to be recognized over the weighted-average exercise period of approximately 9.10 years.

The following table includes information on fully vested stock options, stock options outstanding for each plan, fully vested warrants and warrants outstanding as of September 30, 2007:

	2006 Plan						1999 Plan				2000 Plan				Warrants				Total
	Stock Options Outstanding			Stock Options Currently Exercisable and Vested			Stock Options Outstanding		Stock Options Currently Exercisable and Vested		Stock Options Outstanding		Stock Options Currently Exercisable and Vested		Warrants Outstanding		Warrants Currently Exercisable and Vested		Stock Options Outstanding		Stock Options and Warrants Currently Exercisable and Vested
Number (in thousands)		1,696			25			4,063		1,650		89		62		1,516		1,300		7,364		3,037
Weighted - average exercise price	$	7.77		$	6.77		$	4.39	$	4.89	$	2.71	$	2.63	$	4.45	$	4.01	$	5.16	$	4.48
Aggregate intrinsic value (in thousands)	$	(1,775	)	$	(1	)	$	9,483	$	3,017	$	402	$	278	$	3,448	$	3,519	$	11,558	$	6,812
Weighted - average remaining contractual term		9.68			9.08			8.69		6.45		8.13		8.08		3.36		2.40		7.82		4.78

(5) INCOME TAXES

In accordance with the provisions of Financial Accounting Standards Board Statement No. 109, “Accounting for Income Taxes” and related guidance thereto (“SFAS No. 109”), the Company is currently required to record a non-cash deferred tax expense principally as a result of the difference in accounting for certain intangible assets for book and tax purposes. These intangible assets, which are indefinite lived assets for book purposes, are being amortized for tax purposes over a fifteen year period. As a result, the basis of these assets for income tax purposes will be different from the carrying value for financial reporting purposes. The Company is required to record a deferred tax liability with respect to this difference. The deferred tax liability resulting from these timing differences cannot be offset against the Company’s deferred tax assets under US Generally Accepted Accounting Principles since it relates to indefinite lived assets and is not anticipated to reverse in the same period. In accordance with SFAS No. 109, the Company is required to record a combined federal, state and local deferred tax expense based on its anticipated annual effective tax rate (as that term is defined in SFAS No. 109) from continuing operations in effect for the year ended December 31, 2007, net of any current tax expense. The effective tax rate is evaluated each calendar quarter based on currently available data. For the year ending December 31, 2007, the anticipated effective tax rate is 92% as of September 30, 2007.

Simultaneously, SFAS No. 109 provides that the Company must provide a full valuation allowance against its deferred tax assets for financial reporting purposes. These assets, which consist principally of $777 million of federal tax loss carryforwards that expire at various dates through December 31, 2021, total approximately $446 million and are available to reduce or eliminate the Company’s taxable income in calculating the amount of income tax actually paid. In addition, the Company is not permitted, in its statement of operations, to record a benefit relating to the deferred tax assets which would offset the deferred tax expense. However, the deferred tax assets remain available to the Company to reduce taxable income for tax (but not book) purposes, subject to time and other limitations contained in the Internal Revenue Code and related regulations. Consequently, the Company anticipates it will pay little or no current federal income tax other than alternative minimum taxes, and will be subject to certain state and local taxes.

The current provision for income taxes for the nine months ended September 30, 2007 of $191,000 includes approximately $181,000 of foreign taxes withheld on franchise royalties received from foreign based franchisees in accordance with tax treaties between the U.S. and the respective foreign countries, and $10,000 of state income tax expense. The combined federal and state deferred tax expense is $1,279,000 for the nine months ended September 30, 2007.

The Company adopted the provisions of Financial Standards Accounting Board Interpretation No. 48, “Accounting for Income Taxes” (“FIN 48”) an interpretation of SFAS No. 109 on January 1, 2007. The Interpretation prescribes recognition threshold and measurement parameters for the financial statement recognition and measurement of tax positions taken or expected to be taken in the Company’s tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. At the adoption date of January 1, 2007 and at September 30, 2007, the Company had approximately $73.7 million of total gross unrecognized tax benefits. If recognized, these tax benefits would be subject to a valuation allowance and would not affect our effective tax rate. There are no significant increases or decreases to unrecognized tax benefits anticipated within the next twelve months. As a result of adopting FIN 48, the Company’s net amount of assets and liabilities recognized in the condensed consolidated balance sheet did not change. Therefore, the Company was not required to record a cumulative effect adjustment relating to the adoption.

The Company’s practice is to recognize interest and/or penalties related to uncertain tax positions in income tax expense. The Company had no accrued interest or penalties as of December 31, 2006 and September 30, 2007. The Company is subject to U.S. federal income tax as well as income tax of multiple state and local jurisdictions. Tax returns for all years after 2003 are subject to future examination by tax authorities. Currently, no federal or state income tax returns are under examination.

(6) PER SHARE DATA

Basic earnings per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. The dilutive effects of options, warrants and their equivalents are computed using the “treasury stock” method.

Information relating to the calculation of earnings per share is summarized as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
(dollars are in thousands, except per share data)	2007		2006			2007			2006
Net income (loss)	$	117	$	(822	)	$	(326	)	$	(2,475	)
Weighted-average shares outstanding-basic		52,384		46,534			50,801			45,098
Weighted-average shares outstanding-diluted		54,250		48,056			53,400			45,454
Income (loss) per share - basic and diluted from continuing operations	$	0.00	$	(0.03	)	$	0.01		$	(0.09	)
Income (loss) per share - basic and diluted from discontinued operations	$	0.00	$	0.01		$	(0.01	)	$	0.04
Net loss per share - basic and diluted	$	0.00	$	(0.02	)	$	0.00		$	(0.05	)

(7) RELATED PARTY TRANSACTIONS

The Company receives legal services from Kirkland & Ellis LLP, which is considered a related party because a partner at this firm is a member of the Company’s Board of Directors. For the three months ended September 30, 2007 and 2006, fees incurred relating to Kirkland & Ellis LLP were approximately $187,000 and $248,000, respectively. For the nine months ended September 30, 2007 and 2006, fees incurred relating to Kirkland & Ellis LLP were approximately $1,103,000 and $1,075,000, respectively. At September 30, 2007 and December 31, 2006, the Company had outstanding accounts payable due to Kirkland & Ellis LLP of approximately $147,000 and $172,000, respectively.

The Company has an active agreement with Marvin Traub Associates, Inc., an entity owned by Mr. Traub (a member of the Board of Directors), to help the Company identify, approach, and negotiate a deal with a premier U.S. based big box retail chain so that such retailer might joint venture with, or purchase a license from, the Company to open MaggieMoo's ice cream locations within their stores. In July 2007, Marvin Traub Associates, Inc. received a one-time retainer fee of $25,000 upon the agreement's execution. If the Company is successful in consummating a relationship with a third party, Marvin Traub Associates, Inc. will receive an additional $100,000 success fee.

(8) COMMITMENTS AND CONTINGENCIES

(a) LEGAL PROCEEDINGS

IPO Litigation. NexCen is among the hundreds of defendants named in a series of class action lawsuits seeking damages due to alleged violations of securities law. The case is being heard in the United States District Court for the Southern District of New York. The court has consolidated the actions against all of the named defendants that actually issued the securities in question. There are approximately 310 consolidated cases before Judge Scheindlin, including this action, under the caption In Re Initial Public Offerings Litigation, Master File 21 MC 92 (SAS).

As to NexCen, these actions were filed on behalf of persons and entities that acquired the Company’s stock after its initial public offering in October 20, 1999. Among other things, the complaints claim that prospectuses, dated October 20, 1999 and September 27, 2000 and issued by NexCen in connection with the public offerings of common stock, allegedly contained untrue statements of material fact or omissions of material fact in violation of securities laws because the prospectuses allegedly failed to disclose that the offerings’ underwriters had solicited and received additional and excessive fees, commissions and benefits beyond those listed in the arrangements with certain of their customers which were designed to maintain, distort and/or inflate the market price of the Company’s common stock in the aftermarket. The actions seek unspecified monetary damages and rescission. NexCen believes the claims are without merit and is vigorously contesting these actions.

After initial procedural motions and the start of discovery in 2002 and 2003, the plaintiffs voluntarily dismissed without prejudice the officer and director defendants of each of the 310 named issuers, including NexCen. Then in June 2003, the Plaintiff’s Executive Committee announced a proposed settlement with the issuer-defendants, including NexCen, and the officer and director defendants of the issuers (the “Issuer Settlement”). A settlement agreement was signed in 2004 and presented to the District Court for approval. The proposed Issuer Settlement did not include the underwriter-defendants, and they have continued to defend the actions and objected to the proposed settlement. One of the defendant-underwriters signed a memorandum of understanding in April 2006 agreeing to a $425 million settlement of claims against it. Under terms of the proposed Issuer Settlement, NexCen has a reserve of $465,000 for its estimated exposure. The District Court granted preliminary approval of the proposed Issuer Settlement in 2005 and held a fairness hearing on the matter in April 2006. In December 2006, before final action by the District Court on the proposed Issuer Settlement, the U.S. Court of Appeals for the Second Circuit issued a ruling vacating class certification for certain plaintiffs in the actions against the remaining underwriter-defendants (the “Miles Decision”). Plaintiffs filed a petition in early 2007 seeking rehearing of this decision and/or a rehearing en banc. On April 6, 2007, the Second Circuit denied the petition for rehearing in an opinion. After careful consideration by the parties of the effect of the Miles Decision on the proposed settlement (i.e., whether in light of the Miles Decision no class may be certified in these actions, even a settlement class), plaintiffs and the issuer-defendants executed a stipulation and proposed order terminating the proposed Issuers’ Settlement on June 22, 2007. The district court “so ordered” the stipulation and proposed order terminating the proposed Issuers’ Settlement shortly thereafter. Discovery in the actions has resumed and the parties have been meeting and conferring to negotiate (i) an acceptable discovery schedule, (ii) a schedule for amended complaints, and (iii) a schedule for revised motions for class certification in light of the Miles Decision.

Transportation Business Sale. On March 13, 2006, a complaint captioned Geologic Solutions, Inc., v. Aether Holdings, Inc. was filed against the Company in the Supreme Court for the State of New York, New York County. The complaint alleged that plaintiff Geologic was damaged as a result of certain alleged breaches of contract and fraudulent inducement arising out of NexCen’s alleged misrepresentations and failure to disclose certain information in connection with the asset purchase agreement dated as of July 20, 2004 for the purchase and sale of our Transportation business. In July 2007, the Company settled all claims with the plaintiff for a payment of $600,000. The case has been dismissed with prejudice. The Company’s costs in connection with the defense of this case have been recorded against discontinued operations, further increasing the loss on the sale of the Transportation segment, and decreasing the amount of cash we have available for acquisitions and operations. The settlement amount has also been recorded against discontinued operations.

Legacy UCC Litigation. UCC and Mr. D’Loren in his capacity as president of UCC are parties along with unrelated parties to litigation resulting from a default on a loan to The Songwriter Collective, LLC (“TSC”), which UCC had referred to a third party. A shareholder of TSC filed a lawsuit in the U.S. District Court for the Middle District of Tennessee alleging, that certain misrepresentations by TSC and its agents (including UCC and D’Loren) induced the shareholder to contribute certain rights to musical compositions to TSC. The lawsuit, which is captioned Tim Johnson v. Fortress Credit Opportunities I, L.P., et al., seeks declaratory judgment, reformation and rescission, and monetary damages relating to the loan and alleged loss of value on contributed assets. UCC and Mr. D’Loren have filed cross-claims against TSC and certain TSC officers claiming indemnity. TSC has filed various cross and third-party claims against UCC, Mr. D’Loren and another TSC shareholder, Annie Roboff. Roboff has filed a separate action in the Chancery Court in Davidson County, Tennessee, which is captioned Roboff v. Mason, et al., as well as claims in the federal court lawsuit, against UCC, Mr. D’Loren, TSC and the other parties. The claims include fraud and negligent misrepresentation allegations against Mr. D’Loren, and UCC. Ms. Roboff previously made these same claims in a lawsuit that she filed in state court in New York. That lawsuit was dismissed on procedural grounds, and Ms. Roboff has appealed the dismissal. UCC believes these claims are without merit and is vigorously defending the actions. UCC’s insurance carrier is defending the litigation. The litigation is in discovery and the outcome cannot be estimated at this time; however, settlement discussions are being held. The loss, if any, could exceed existing insurance coverage and any excess could adversely affect our financial condition and results.

The Company and its subsidiaries are parties, from time to time, in actions for matters arising out of the normal course of business. The Company does not believe that these actions will have a material adverse effect on its consolidated financial position, results of operations, or liquidity.

(b) CONTRACTUAL COMMITMENTS

On October 23, 2006, the Company entered into a new lease for its corporate office having a 126 month term with monthly payments of $70,896 per month starting in month seven and continuing thereafter for five years, and $74,313 per month for the subsequent five years. The Company will record this expense on a straight-line basis of $69,147 per month for each of the 126 months. The lease provides for a security deposit in the form of a letter of credit in the amount of $549,000, which is secured by a cash deposit of equal sum and is included in long term restricted cash on the balance sheet of the Company at September 30, 2007 and December 31, 2006.

In connection with its existing businesses and as a result of businesses acquired during the nine months ended September 30, 2007, the Company is obligated under various leases for office space in New York City, Norcross, Georgia, and other locations which expire at various dates through 2017. These leases, all of which have original terms of more than one year, contain scheduled rent increases or escalation causes. Certain leases also provide for security deposits in the form of a letter of credit. The aggregate amount of letters of credit outstanding is approximately $1.3 million which are secured by restricted cash deposits of equal amounts and which have been included as long term restricted cash at September 30, 2007.

On March 12, 2007, NexCen Acquisition Corp. (“the Issuer”) entered into a master loan agreement with BTMU Capital Corporation. This master loan agreement provides for borrowings pursuant to the issuance of a single class of notes to the Issuer and its wholly-owned subsidiaries (“Co-Issuers”) which are jointly and severally liable for payments required under the notes (See Note 16 Debt).

MaggieMoo’s International, LLC, a wholly owned subsidiary, is contingently liable under guarantees provided in connection with certain retail store lease obligations. The aggregate future minimum rentals due under the various leases is approximately $5.9 million. The Company has made an evaluation of each lease obligation and assessed the probability of claims being filed in connection with the related guarantee. As a result, the Company has recorded a liability in the amount of $3.4 million which represents the net present value of expected future payments under these guarantees.

Restricted cash of $5.2 million at September 30, 2007 includes funds held in escrow related to the Marble Slab acquisition. This amount will be paid one year from the acquisition date, on February 28, 2008. Long term restricted cash of $1.8 million includes security deposits relating to letters of credit which secure the facility leases of Bill Blass, Waverly, a facility lease in Norcross, Georgia and the Company’s headquarters in New York City, as well as a security deposit held by the Company for a sub-lease with the buyer of a former business owned by the Company.

At December 31, 2006, the Company had restricted cash of $1.3 million relating to funds held in money market accounts as security for outstanding letters of credit established for the facility leases of a facility in Massachusetts formerly used by one of the businesses we sold in 2004 (which the Company sub leases), and the Company’s headquarters in New York City.

(9) ACQUISITION OF UCC

On June 6, 2006, NexCen acquired UCC for 2.5 million shares of common stock, plus the right to contingent consideration (in the form of an earn-out) of up to an additional 2.5 million shares of common stock and up to $10 million in cash if future performance targets were met following the closing.

On September 5, 2007, the Board of Directors determined that based on the Company’s stock performance and an adjusted annualized earnings calculation (based on the financial statements included in the Quarterly Report Form 10-Q for the period ended June 30, 2007), all performance targets had been satisfied. As a result, the former UCC securityholders received the contingent consideration of 2.5 million shares of common stock (900,000 of which had been held in an escrow account) and $10 million in cash in September 2007.

The Company allocated the initial purchase price of the assets acquired and liabilities assumed at the estimated fair values at the acquisition date. The contingent consideration was recorded as additional goodwill at the fair value of the consideration on the date approved by the Board of Directors. The contingent consideration included a cash payment of $10 million and the issuance of 2.5 million shares of common stock valued at $6.87 per share (which is the average share price for the 5 day period beginning two days prior to the approval date and ending two days after) totaling approximately $27.2 million. The recorded goodwill will not be deductible for tax purposes.

(10) ACQUISITION OF THE ATHLETE’S FOOT

On November 7, 2006, our NexCen Acquisition Corp. subsidiary acquired Athlete’s Foot Brands, LLC, along with an affiliated advertising and marketing fund, and certain nominal fixed assets owned by an affiliated company. The Athlete’s Foot is an athletic footwear and apparel franchisor with 620 retail locations in over 38 countries. The business also provides advertising and marketing support for the benefit of the franchisees, using a portion of the royalties it receives from franchisees. This business operates in our retail franchising segment. The purchase price for this acquisition, excluding contingent consideration, was $53.1 million, consisting of approximately $42.1 million in cash and $9.2 million in our common stock (approximately 1.4 million shares which were valued at $6.55 per share), and $1.8 million in other deal related costs. At the closing on November 7, 2006, we also issued to one of the sellers a three-year warrant to purchase an additional 500,000 shares of our common stock at a per share price of $6.49. On March 12, 2007, we borrowed $26.5 million under a new senior credit facility secured by the assets of The Athlete’s Foot. The purchase agreement required a stand-alone audit of the 2006 financial results of Athlete’s Foot Brands, LLC to determine the amount of contingent consideration to be paid to the sellers. Based on the 2006 financial results of TAF, no contingent consideration was earned and therefore none was paid.

Prior to this acquisition, there were executory contracts between UCC and TAF. UCC provided financial advisory services to TAF. UCC earned advisory and loan servicing revenues during the course of the arrangement, which terminated with the acquisition. The estimated fair value of these agreements was recorded when we acquired UCC and the amounts were included in intangible assets. The settlement of these agreements was recorded in purchase accounting at fair value without recognition of any amounts in our statement of operations.

The Company allocated the initial purchase price of the assets and liabilities assumed at the estimated fair values resulting in goodwill of approximately $5.5 million, trademarks of $49 million, and franchise and master development agreements valued at approximately $2.6 million. At September 30, 2007, goodwill had decreased to approximately $2.4 million. The reduction in initial goodwill is principally attributable to the reversal of the contingent consideration that will not be paid. The recorded goodwill and trademarks are deductible for tax purposes.

(11) ACQUISITION OF BILL BLASS

On February 15, 2007 the Company, through its subsidiary Blass Acquisition Corp., completed the purchase of all of the outstanding equity interests of Blass. The Bill Blass label represents timeless and modern American style and is an American legacy brand. The Bill Blass brand has from its inception offered women modern, sophisticated and tailored clothing. This business operates in our consumer brands segment. The purchase price for the Blass acquisition included initial consideration of $54.6 million, consisting of $39.1 million in cash and $15.6 million in our common stock (approximately 2.2 million shares which are valued at $7.09 per share). For financial reporting purposes, and in accordance with SFAS 141 and related guidance thereto, the value of shares issued as consideration in connection with the stock purchase agreement is determined by multiplying the number of shares issued by the average closing quoted market price of the shares for the five day period beginning two days prior to the effective date (the date that principal terms of the acquisition were agreed to and announced) of the stock purchase agreement and ending two days after the effective date, or $7.11. Under the terms of the stock purchase agreement, the former stockholders may be entitled to additional consideration of up to $16.2 million provided certain financial goals relating to the business of Blass are achieved. The contingent consideration is payable in cash or stock at the option of the Company.

Immediately following the acquisition, the Company formed the subsidiary Bill Blass Jeans, LLC (“Jeans”) and contributed its ownership of Bill Blass International, LLC to Jeans. The Company then sold a 10% minority interest in Jeans to DEHC, an affiliate of DLH, for initial cash consideration of $2.7 million and a subscribed interest of $2.7 million which together represent approximately 10% of the aggregate purchase price of Blass (the “Minority Sale”). In addition, the Company issued a Warrant to DEHC to purchase up to 400,000 shares of the Company’s stock at a per share exercise price of $8.89, provided certain financial goals are achieved.

The Company allocated the purchase price of the assets acquired and liabilities assumed at the estimated fair values at the acquisition date. The goodwill and trademarks are not deductible for tax purposes.

(in thousands)

Purchase price:
Cash payments	$	39,060
Stock consideration		15,593
Direct acquisition costs		1,246
Total purchase price	$	55,899

Allocation of purchase price:
Trademarks	$	46,100
Goodwill		28,290
License agreements		779
Assets acquired		2,303
Total assets acquired		77,472
Total liabilities assumed		(21,573	)
Net assets acquired	$	55,899

Prior to this acquisition, there were executory contracts between UCC and Blass. UCC provided financial advisory services to Blass. UCC earned advisory and loan servicing revenues during the course of the arrangement, which terminated with the acquisition. The estimated fair value of these agreements was recorded when we acquired UCC and the amounts were included in intangible assets. The settlement of these agreements was recorded in purchase accounting at fair value without recognition of any amounts in our statement of operations.

Blass’ results of operations beginning on February 15, 2007, the date of acquisition, through September 30, 2007, are included in the Condensed Consolidated Statements of Operations.

(12) ACQUISITIONS OF MARBLE SLAB AND MAGGIEMOO’S

Marble Slab On February 28, 2007, the Company completed the purchase of substantially all of the assets of Marble Slab used or intended for use in connection with the operation of the Marble Slab franchising system . Marble Slab is the franchisor of 369 stores located in the United States, Canada, and the United Arab Emirates as of September 30, 2007. Since 1983, each Marble Slab Creamery has featured homemade super-premium ice cream that is hand-rolled in freshly baked waffle cones. This business operates in our QSR segment. The initial consideration of $21 million consisted of cash of $16 million, a promissory note in the principal amount of $3.5 million, and a second promissory note in the principal amount of $1.5 million (together with the first note, the “Promissory Notes”). The Promissory Notes accrue interest at the annual rate of 6% per annum until maturity, which is twelve months from the date of issuance. The Company shall have the right to withhold payment of principal due and owing under the second note in accordance with terms of the escrow agreement.

The Company allocated the purchase price of the Marble Slab assets acquired and liabilities assumed at the estimated fair values at the acquisition date. The recorded goodwill and trademarks are deductible for tax purposes.

(in thousands)

Purchase price:
Cash payments and promissory notes	$	21,000
Direct acquisition costs		841
Total purchase price	$	21,841

Allocation of purchase price:
Trademarks	$	20,000
Goodwill		4,726
Franchise agreements		1,109
Assets acquired		310
Total assets acquired		26,145
Total liabilities assumed		(4,304	)
Net assets acquired	$	21,841

The original allocation of purchase price was revised to reflect a $142,000 reduction in estimated fair value of liabilities assumed, and consequently goodwill has been reduced.

Marble Slab results of operations beginning on February 28, 2007, the date of acquisition, through September 30, 2007, are included in the Condensed Consolidated Statements of Operations.

MaggieMoo’s On February 28, 2007, the Company and MM Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company was merged with and into MaggieMoo's, and MaggieMoo's became a wholly owned subsidiary of the Company (the “Merger”). MaggieMoo’s is the franchisor of 196 stores located in 29 states as of September 30, 2007. Each location features a menu of freshly made super-premium ice creams, mix-ins, smoothies, and custom ice cream cakes. This business operates in our QSR segment. The sellers received initial consideration of approximately $15.9 million, after purchase adjustments of $216,000, consisting of cash of approximately $10.5 million and 234,242 shares of common stock of the Company, with an aggregate value of approximately $2.4 million (based on the average closing quoted market price of the shares for the 15 consecutive trading days ending on (and including) the trading day prior to the date of the merger agreement, or $10.21). For financial reporting purposes, and in accordance with SFAS No. 141 and related guidance thereto, the value of shares issued as consideration in connection with the merger agreement is determined by multiplying the number of shares issued by the average closing quoted market price of the shares for the 5 day period beginning two days prior to the date of the closing of the Merger and ending two days after the date of the closing of the Merger, or $10.51. Included in the initial consideration is approximately $3 million of stock and cash, in the same proportion as the ratio of stock and cash included in the initial consideration, which is being held back by the Company for two years to satisfy potential post-closing purchase price adjustments and indemnity claims. The sellers have the right to receive up to an additional $2 million of consideration in the form of an earn-out, payable on March 31, 2008.

The Company allocated the purchase price of the MaggieMoo’s assets acquired and liabilities assumed at the estimated fair values at the acquisition date. The recorded goodwill and trademarks are deductible for tax purposes.

(in thousands)

Purchase price:
Cash payments	$	10,492
Stock consideration		2,462
Initial consideration payable		2,954
Direct acquisition costs		500
Total purchase price	$	16,408

Allocation of purchase price:
Trademarks	$	16,500
Goodwill		6,129
Franchise agreements		700
Assets acquired		1,600
Total assets acquired		24,929
Total liabilities assumed		(8,521	)
Net assets acquired	$	16,408

The original allocation of purchase price has been adjusted to reflect an increase of $731,000 in liabilities assumed in connection with the acquisition, and consequently goodwill has been adjusted to reflect this increase.

MaggieMoo’s results of operations beginning on February 28, 2007, the date of acquisition, through September 30, 2007, are included in the Condensed Consolidated Statements of Operations.

(13) ACQUISITION OF WAVERLY

On May 2, 2007, the Company through its wholly owned subsidiary WV IP Holdings, LLC, completed the acquisition of intellectual property assets including primarily trademarks, copyrights, and license agreements relating to the Waverly®, Gramercy® and Village® brands pursuant to an asset purchase agreement with Schumacher for cash consideration of $34.025 million. At the closing, the Company also acquired all of the rights, title and interests of Ellery Homestyles, LLC (“Ellery”), a licensee of the Waverly brand used in connection with the manufacture and sale of home products, under a Right of First Refusal Agreement (“ROFR”) between Waverly Brand Acquisition LLC (an affiliate of Ellery) and Schumacher dated January 3, 2006 for cash consideration of $2.75 million and a warrant to purchase 50,000 shares of the Company’s common stock. The exercise price of the warrant is equal to $12.43, which was the closing price of the Company’s common stock on the day prior to the issuance of the warrant.

The Company allocated the purchase price of the assets acquired at the estimated fair values at the acquisition date. The goodwill and trademarks are deductible for tax purposes. The Company did not assume any liabilities in connection with the acquired assets.

(in thousands)

Purchase price:
Cash payments	$	36,775
Warrants		110
Direct acquisition costs		454
Total purchase price	$	37,339

Allocation of purchase price:
Trademarks	$	32,000
Goodwill		4,906
License agreements		433
Assets acquired	$	37,339

The original purchase price has been increased by $254,000 to include additional acquisition costs. Consequently, the original amount allocated to goodwill has been increased.

Waverly results of operations beginning on May 2, 2007, the date of acquisition, through September 30, 2007, are included in the Condensed Consolidated Statements of Operations.

(14) ACQUISITION OF PRETZEL TIME AND PRETZELMAKER

On August 7, 2007, the Company purchased the trademarks, franchise agreements and related intellectual property, of Pretzel Time Franchising, LLC (“Pretzel Time”) and Pretzelmaker Franchising, LLC (“Pretzelmaker”, and together with Pretzel Time the “Pretzel Time and Pretzelmaker Brands”), from Mrs. Fields Famous Brands, LLC, for $29.4 million. Pretzel Time and Pretzelmaker are franchise concepts that offer freshly made soft baked hot pretzels, pretzel bites, pretzel wrapped hot dogs and similar products and assorted beverages and are mainly located in shopping malls and shopping centers throughout the United States.

The purchase price consists of cash of approximately $22.1 million and the issuance of approximately 1 million shares of common stock with an approximate value of $7.3 million based on the Company’s closing stock price immediately prior to the acquisition. In accordance with SFAS No. 141, “Business Combinations” and , the Company recorded the value of stock issued based on the five day average of the Company’s closing stock price beginning two days before the acquisition and ending two days after, or $7.99. No other assets were acquired, and no liabilities were assumed, in connection with the acquisition. The Company allocated the purchase price of the assets acquired at the estimated fair values at the acquisition date based on independent valuations. The goodwill and trademarks will be amortized for tax purposes.

(in thousands)

Purchase price:
Cash payments	$	21,999
Stock consideration		7,972
Direct acquisition costs		300
Total purchase price	$	30,270

Allocation of purchase price:
Trademarks	$	27,500
Franchise agreements		740
Non-compete agreement		1,000
Goodwill		1,030
Assets acquired	$	30,270

The results of operations of the Pretzel Time and Pretzelmaker Brands are included in the Condensed Consolidated Statements of Operations beginning on August 7, 2007, the date of acquisition, through September 30, 2007.

(15) PRO FORMA INFORMATION RELATED TO THE ACQUISITIONS

As the purchases of Bill Blass, MaggieMoo’s, Marble Slab, Waverly and the Pretzel Time and Pretzelmaker Brands were material acquisitions, we are providing the pro forma financial information set forth below, which presents the consolidated results as if the acquisitions had all occurred on January 1, 2006. The financial information presented for TAF for the three and nine months ended September 30, 2007 is based on actual results since we owned TAF for all of 2007. The financial information for Bill Blass, MaggieMoo’s, Marble Slab and Waverly for the three months ended September 30, 2007 is also based on actual information since those brands were all acquired prior to June 30, 2007. All of the other financial information for the three and nine month periods ended September 30, 2006 and 2007 are based on the actual results of the brands prior to our ownership and include pro forma adjustments consistent with the annual pro forma adjustments discussed in the Forms 8-K and 8-K/A filed with respect to TAF on November 14, 2006, Bill Blass on May 3, 2007, MaggieMoo’s and Marble Slab on May 10, 2007, Waverly on July 18, 2007 and Pretzel Time and Pretzelmaker on October 23, 2007. This pro forma information is not necessarily indicative of the results that actually would have occurred nor does it intend to indicate future operating results.

(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues:
TAF	$	2,421	$	2,396	$	6,155	$	6,333
Bill Blass		2,855		2,865		7,618		7,029
MaggieMoo's		1,179		978		2,918		2,817
Marble Slab		1,983		1,317		4,427		4,380
Waverly		2,139		1,704		6,993		4,987
Pretzel Time		935		917		2,667		2,605
Pretzelmaker		532		612		1,686		1,737
Total pro forma revenues	$	12,044	$	10,789	$	32,464	$	29,888

Operating income
TAF	$	845		$	(642	)	$	2,422		$	359
Bill Blass		2,073			1,135			5,653			4,205
MaggieMoo's		314			(367	)		5			(913	)
Marble Slab		1,211			72			1,433			530
Waverly		894			704			3,880			2,060
Pretzel Time		732			649			1,826			1,645
Pretzelmaker		371			432			1,102			1,097
Total pro forma operating income	$	6,440		$	1,983		$	16,321		$	8,983

Net income (loss):
TAF	$	208		$	(691	)	$	987		$	61
Bill Blass		1,617			977			4,687			2,550
MaggieMoo's		314			(497	)		5			(1,357	)
Marble Slab		1,203			72			1,428			467
Waverly		466			628			3,452			1,984
Pretzel Time		683			649			1,777			1,645
Pretzelmaker		338			432			1,068			1,097
Total		4,829			1,570			13,404			6,447
Corporate		(4,294	)		(822	)		(10,179	)		(2,475	)
Total pro forma net income	$	535		$	748		$	3,225		$	3,972

Pro forma net income per share -
basic and diluted	$	0.01		$	0.02		$	0.06		$	0.09

Weighted-average shares outstanding-basic		52,384			46,534			50,801			45,098
Weighted-average shares outstanding-diluted		54,250			48,056			53,400			45,454

These amounts include the historical results of the businesses we acquired. We do not intend to assume their historical overhead costs in our corporate structure. As discussed in Note 10 Acquisition of The Athlete’s Foot, TAF was acquired in the prior year on November 7, 2006.

(16) DEBT

On March 12, 2007, NexCen Acquisition Corp. (“the Issuer”), a wholly owned subsidiary of the Company, entered into a master loan agreement with BTMU Capital Corporation. This master loan agreement provides for borrowings pursuant to the issuance of a single class of notes to the Issuer and its wholly-owned subsidiaries (“Co-Issuers”) which are jointly and severally liable for payments required under the notes. The assets of the Issuer and Co-Issuers, which consist of the respective IP assets and the related royalty revenues and trade receivables, are pledged as collateral security under each note, and secure the obligations of the Issuer and all Co-Issuers under all of the notes. The notes are non-recourse to NexCen Brands, Inc. Each note is repayable in full after five years. The facility has no expiration date and can be terminated by the Co-Issuers upon thirty days notice and by BTMU Capital Corporation by electing not to fund future advances; however, each note funding maintains its respective maturity date. The maximum aggregate amount of borrowings that may be outstanding at any one time under the agreement is $150 million. The borrowing rate is LIBOR plus an interest rate margin, which ranges from 1.50% to 3.00%. The Company may refinance all or part of the notes with no pre-payment penalties. This allows us to refresh available borrowing capacity under the facility, such as by completing securitization transactions involving certain of our acquired IP assets and using the proceeds from these transactions to repay notes under the master loan agreement. The borrowing rate is based on 3-month LIBOR which is a floating rate. The LIBOR rate resets every 90 days.

In March, May, August and September 2007, we borrowed $26.5 million, $27.3 million, $22.0 million and $16.0 million, respectively, under the new credit facility. The borrowings are secured by the assets of The Athlete’s Foot, Bill Blass, Waverly, and Pretzel Time and Pretzelmaker Brands respectively. The Company paid borrowing fees of $265,000, $273,000, $220,000 and $240,000 for The Athlete’s Foot, Bill Blass, Waverly, and Pretzel Time and Pretzelmaker borrowings, respectively, and incurred aggregate transaction costs including borrowing fees and other direct costs of $2.0 million, which are being amortized over five years.

As of September 30, 2007, outstanding borrowings under the facility totaled $91.3 million at initial floating borrowing rates approximating 8.0%. The rate is reset each quarter based upon a measurement of debt leverage to cash flow ratio. Approximately $4.3 million of this amount has been classified as current portion of long-term debt as of September 30, 2007. Interest expense recorded by the Company for the three and nine months ended September 30, 2007 was approximately $1.5 million and $2.7 million respectively.

(17) SEGMENT REPORTING

The Company operates three segments: retail franchising, consumer branded products, and quick service restaurants. The Company's reportable operating segments have been determined in accordance with the Company's internal management structure. The following tables set forth the Company's financial performance by reportable operating segment.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenues:
Franchise management:
Retail franchising	$	2,421		$	-		$	6,155		$	-
Quick service restaurants		4,063			-			7,299			-
Total		6,484						13,454			-
Brand management:
Consumer branded products		4,845			-			10,611			-
Total revenues	$	11,329		$	-		$	24,065		$	-

Operating income (loss):
Franchise management:
Retail franchising	$	884		$	-		$	2,452		$	-
Quick service restaurants		2,232			-			3,019			-
Total		3,116			-			5,471			-
Brand management:					-						-
Consumer branded products		2,920			-			7,311			-
Total brands		6,036			-			12,782			-
Corporate and unallocated expenses		(3,396	)		2,568			(9,992	)		6,271
Total operating income (loss)	$	2,640		$	(2,568	)	$	2,790		$	(6,271	)
EBITDA:
Franchise management:
Retail franchising	$	936