-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7yIKJHEtRwWmmZzCXpuLhEt82c2yRaHnLUIWVX0Re6rvPUuG/wSzCQsmUNOReHD cU4ekWjwdMpdLKrWObknEQ== 0000891554-98-000940.txt : 19980806 0000891554-98-000940.hdr.sgml : 19980806 ACCESSION NUMBER: 0000891554-98-000940 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980731 FILED AS OF DATE: 19980805 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: YOGEN FRUZ WORLD WIDE INC CENTRAL INDEX KEY: 0001005531 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 000-27476 FILM NUMBER: 98677561 BUSINESS ADDRESS: STREET 1: 8300 WOODBINE AVE 5TH FL STREET 2: MARKHAM ONTARIO CITY: CANADA L3R 9Y7 STATE: A6 BUSINESS PHONE: 5167379700 MAIL ADDRESS: STREET 1: 8300 WOODBINE AVENUE STREET 2: MARKHAM ONTARIO CITY: CANADA L3R 9Y7 STATE: A6 6-K 1 REPORT OF FOREIGN PRIVATE ISSUER FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the period ended July 31, 1998 Yogen Fruz World-Wide Incorporated (Translation of registrant's name into English) 8300 Woodbine Avenue, Markham, Ontario Canada L3R 9Y7 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F_______ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes_______ No x If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-_________ Materials relating to Registrant and filed pursuant to this Form 6-K include: (a) On July 31, 1998 the Registrant filed its Third Quarterly Report for the period ended May 31, 1998 with The Ontario Securities Commission, The Toronto Stock Exchange, The Alberta Securities Commission and The Nova Scotia Securities Commission via SEDAR. 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. YOGEN FRUZ WORLD-WIDE INCORPORATED Date August 5, 1998 By /s/ AARON SERRUYA Name: Aaron Serruya Title: Executive Vice President July 31, 1998 TO WHOM IT MAY CONCERN: Dear Sirs: RE: Yogen Fruz World-Wide Incorporated (TSE: YF.A) We enclose our Third Quarterly Report for the nine months ending May 31, 1997 for filing. We declare that the above document was sent by prepaid mail to all shareholders of the Company on July 30 & 31, 1998. However, we have not mailed to shareholders in cases where notices or other documents have been returned undelivered by the Post Office. Yours very truly, YOGEN FRUZ WORLD-WIDE INCORPORATED "Sarah Oziel" Sarah Oziel Public Relations Third Quarter, 1998 Fiscal Year To Our Shareholders . . . Yogen Fruz World-Wide Incorporated is pleased to report record earnings for the three months ended May 31, 1998. Net earnings were $6,621,409 ($0.15 per share fully diluted) versus $2,860,156 ($0.09 per share fully diluted) in the same period last year. Record revenues jumped to $31,531,258 versus $10,360,759, an increase of $21,170,499 or 204 per cent. These improved results were primarily due to the recent merger with Integrated Brands Inc. For the nine months ended May 31, 1998, record net earnings advanced by 100 per cent to $10,432,968 ($0.26 per share fully diluted) versus $5,311,282 ($0.17 per share fully diluted) in the same period last year. The increase in earnings per share occurred even though 7,894,794 more weighted fully diluted shares were outstanding in the first nine months of fiscal 1998. Revenues jumped to a record $53,622,804 versus $25,118,013 in the same period last year, an increase of $28,504,791 or 113 per cent. The Company has cash holdings of $29,718,448. For the three months ended May 31, 1998, product sales advanced to $24,116,318 versus $6,648,140 due to the contribution from Integrated Brands and the overall growth of the system in the quarter. Franchising income and fees also increased to $3,057,249 versus $2,297,837, once again due to the merger with Integrated Brands offset by fewer Master Franchise Agreements signed in the quarter. Corporate store sales were $3,243,424 compared to $480,516. The increase in store sales was primarily a result of the Golden Swirl stores acquired on May 31, 1997. All of our Brands continued to contribute towards our record sales and net earnings, as exemplified in this quarter. Continued growth in net earnings reflects progress made on several fronts including acquisitions, consolidation and international expansion. In this quarter, Yogen Fruz completed its merger with Integrated Brands Inc., which markets, sells and distributes Tropicana(R) frozen desserts, as well as a variety of other branded frozen dessert products, under the Betty Crocker(R), Yoplait(R), Colombo(R), Trix(R), Lucky Charms(R) and Yoo Hoo(R) brand names, pursuant to long-term exclusive license agreements. Integrated Brands Inc., directly and through subsidiaries, also operates, franchises and licenses Swensen's(R) Ice Cream, Steve's(R) Ice Cream and triple trademark frozen dessert stores throughout the United States and certain foreign countries. The acquisition of Integrated has significantly increased our U.S. distribution base and assisted us in establishing clear brand leadership. The Tropicana frozen dessert and Yogen Fruz's yogurt and ice cream products are natural companions, and the initial response in Canada has exceeded our expectations. This has assisted our Company in making the transition from a successful entrepreneurial company to a major and rapidly growing global enterprise in the consumer products sector. As well during this quarter, the Company announced a partnership with Pizza Hut Canada, a division of Tricon Global Restaurants (Canada) Inc., where corporate and franchised Pizza Hut restaurants in Canada will carry the I Can't Believe It's Yogurt (ICBIY) product. The ICBIY brand will be the centerpiece of Pizza Hut's re-launch of their famous dessert bar. The two companies are a terrific combination because together they combine Canada's favourite choice in pizza with one of the country's top choices for dessert and refreshment. This alliance is unprecedented in our industry. It was also a quarter in which the Company added 726 outlets to its global system. In the U.S., 221 outlets were opened, 94 of which were added to our system by our Swensen's Ice Cream brand. In Canada, 364 outlets were launched, 200 of which were due to the partnership signed with Pizza Hut Canada, to carry the ICBIY brand. Internationally, we added 141 outlets, 130 of which fall under our Swensen's brand. As of May 31, 1998, the Company operated 4,762 locations in 82 countries, reflecting once again the Company's aggressive push to expand its presence internationally and in North America. We are delighted that our family of Brands is constantly growing and now includes Yogen Fruz, Bresler's Ice Cream, I Can't Believe It's Yogurt, Golden Swirl, Paradise, Ice Cream Churn, Swensen's Ice Cream, Steve's Ice Cream and Java Coast Fine Coffees. Again, we thank all of our employees and franchisees for their hard work and commitment and all of our shareholders for their continued faith in the company. On Behalf of the Board "Michael Serruya" "Richard E. Smith" Co-Chairman, Co-President & Co-CEO Co-Chairman, Co-President & Co-CEO Yogen Fruz World-Wide Incorporated Yogen Fruz World-Wide Incorporated Yogen Fruz World-Wide Incorporated Consolidated Statement of Earnings and Retained Earnings (Unaudited)
Nine Months Ended Three Months Ended May 31 May 31 1998 1997 1998 1997 Revenues Product Sales $35,359,738 $15,268,872 $24,116,318 $6,648,140 Franchising income and fees 6,203,235 5,992,635 3,057,249 2,297,837 Sales by corporate-owned stores 9,481,035 1,339,594 3,243,424 480,516 Rental and other income 2,578,796 2,516,912 1,114,267 934,266 ---------------------------------------------------------------------------- 53,622,804 25,118,013 31,531,258 10,360,759 ---------------------------------------------------------------------------- Direct Costs and Administrative Expenses 39,036,033 18,161,535 22,273,783 6,757,797 Amortization 1,973,023 1,208,936 834,136 392,846 ---------------------------------------------------------------------------- 41,009,056 19,370,471 23,107,919 7,150,643 ---------------------------------------------------------------------------- Earnings Before Income Taxes 12,613,748 5,747,542 8,423,339 3,210,116 Provision For Income Taxes 2,180,780 436,260 1,801,930 349,960 ---------------------------------------------------------------------------- Net Earnings 10,432,968 5,311,282 6,621,409 2,860,156 Retained Earnings - Beginning of Period 18,215,366 8,278,427 22,026,925 10,729,553 ---------------------------------------------------------------------------- Retained Earnings - End of Period $28,648,334 $13,589,709 $28,648,334 $13,589,709 =========== =========== =========== =========== Earnings Per Share - - Basic $0.28 $0.19 $0.16 $0.10 - - Fully Diluted $0.26 $0.17 $0.15 $0.09 Weighted Average Number of Common Shares Outstanding 41,131,647 33,236,853 45,768,395 33,236,853
Yogen Fruz World-Wide Incorporated Consolidated Balance Sheet As at May 31 (Unaudited) 1998 1997 ---- ---- Assets Current Assets Cash and short-term deposits $29,718,448 $27,609,539 Accounts receivable 31,688,129 10,577,800 Inventory 7,350,899 2,198,672 Prepaid expenses and sundry 2,469,590 1,588,991 Advances to related parties 2,588,745 301,172 ------------------------------- 73,815,811 42,276,174 Notes Receivable 470,286 281,658 Deferred Income taxes 435,524 84,160 Capital Assets 7,610,493 2,240,831 Other Intangibles 23,163,095 1,552,345 Goodwill 69,042,212 27,486,839 ------------------------------- $174,537,421 $73,922,007 ============ ============ Liabilities Current Liabilities Accounts payable and accrued liabilities $32,507,429 $9,869,554 Income taxes payable 1,057,568 277,501 ------------------------------- 33,564,997 10,147,055 Long Term Debt 6,128,430 0 Lease Security Deposits 336,914 322,235 ------------------------------- 40,030,341 10,469,290 ------------------------------- Minority Interest 400,264 0 ------------------------------- Shareholders' Equity Capital Stock 105,458,482 49,863,008 Retained Earnings 28,648,334 13,589,709 ------------------------------- 134,106,816 63,452,717 ------------------------------- $174,537,421 $73,922,007 ============ ============ Yogen Fruz World-Wide Incorporated Consolidated Statement of Changes in Financial Position (Unaudited)
Nine Months Ended Three Months Ended May 31 May 31 1998 1997 1998 1997 Cash Provided By (Used In): Operating Activities Net earnings $10,432,968 $5,311,282 $6,621,409 $2,860,156 Items not affecting cash Amortization 1,973,023 1,208,936 834,136 392,846 Loss (gain) on sale of capital assets (375,036) 65,483 139,929 0 Deferred Income taxes (179,600) (12,474) (107,054) (12,474) ---------------------------------------------------------------------------- 11,851,355 6,573,227 7,488,420 3,240,528 Net change in non-cash working capital balances related to operations (10,679,149) (5,857,444) (3,736,874) (2,347,306) ---------------------------------------------------------------------------- 1,172,206 715,783 3,751,546 893,222 ---------------------------------------------------------------------------- Investing Activities Repayment of notes receivable (513,899) (209,836) (446,081) (133,426) Purchase of capital assets (2,188,453) (306,954) (1,498,073) (46,512) Proceeds on sale of capital assets 839,315 123,430 163,315 0 Acquisition of operating company net assets of cash acquired of $2,111,022 (47,376,351) 0 (45,696,351) 0 Other intangibles (518,711) (399,242) (518,711) 0 ---------------------------------------------------------------------------- (49,758,099) (792,602) (47,995,901) (179,938) ---------------------------------------------------------------------------- Financing Activities Net proceeds from issue of special warrants 0 22,293,866 0 (71,641) Repayment of loan (752,880) 0 (752,880) 0 Issue of common shares 55,125,499 0 53,956,724 0 Payment of acquisition payable (4,544,000) 0 0 0 ---------------------------------------------------------------------------- 49,828,619 22,293,866 53,203,844 (71,641) ---------------------------------------------------------------------------- Increase in Cash 1,242,726 22,217,047 8,959,489 641,643 Cash and Short-Term Deposits - - Beginning of Period 28,475,722 5,392,492 20,758,959 26,967,896 ---------------------------------------------------------------------------- Cash and Short-Term Deposits- End of Period $29,718,448 $27,609,539 $29,718,448 $27,609,539 ============ ============ ============ ============
To Lean More About Us, Contact: World-Wide Head Office: Yogen Fruz World-Wide Incorporated 8300 Woodbine Avenue, 5th Floor Markham, Ontario, Canada, L3R 9Y7 Telephone: (905) 479-8762 Fax: (905) 479-5235 Internet: http://www.yogenfruz.com E-mail: yogenfruz@yogenfruz.com U.S.A. Head Office: Integrated Brands Inc. 4175 Veterans Highway, 3rd Floor Ronkonkoma, New York, 11779, U.S.A. Telephone: (516) 737-9700 Fax: (516) 737-9792 For International Franchises, contact: Kayla Foods Int'l (Barbados) Inc. "Aberfoyle", 5th Avenue Belleville, St. Michael, Barbados, W.I. Telephone: (246) 228-9505 Fax: (246) 228-7321 E-mail: kfibarb@caribnet.net Investor Relations: Sarah Oziel Telephone: (905) 479-8762 Fax: (905) 479-5235 e-mail: sarah@yogenfruz.com Internet: http://www.yogenfruz.com Toronto Stock Exchange (Trading Symbol: YF.A) -----END PRIVACY-ENHANCED MESSAGE-----