-----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, P9dDom6z0p5ga+j6HFtkmIg3z4Om/fLvzM/oXGsDs1qYAqDdf2crrnGmCKpUp8+L bSronvtG4FKV5orq0CVhLw== 0000950117-03-001656.txt : 20030425 0000950117-03-001656.hdr.sgml : 20030425 20030425133550 ACCESSION NUMBER: 0000950117-03-001656 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030401 FILED AS OF DATE: 20030425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOLBRANDS INTERNATIONAL 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: 1934 Act SEC FILE NUMBER: 000-27476 FILM NUMBER: 03664228 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 ZIP: L3R 9Y7 FORMER COMPANY: FORMER CONFORMED NAME: YOGEN FRUZ WORLD WIDE INC DATE OF NAME CHANGE: 19960103 6-K 1 a35109.txt COOLBRANDS INTERNATIONAL INC. 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 April 22, 2003 CoolBrands International Inc. (formerly 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 Form 40-F x ----------------- ------------- 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 CoolBrands' Second Quarterly Report for the period ending February 28, 2003, Consolidated Balance Sheets as at February 28, 2003 (unaudited) and August 31, 2002, Consolidated Statements of Earnings and Consolidated Statements of Cash Flows (unaudited) each for the six months ended February 28, 2003 and 2002 and the three months ended February 28, 2003 and 2002 and the Unaudited Consolidated Notes to Interim Financial Statements for period ended February 28, 2003. 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. COOLBRANDS INTERNATIONAL INC. Date April 24, 2003 By /s/ Aaron Serruya ________________ _____________________________________ Name: Aaron Serruya Title: Executive Vice-President April 22, 2003 TO WHOM IT MAY CONCERN: Dear Sirs: RE: CoolBrands International Inc. Trading Symbol (TSX: COB.A) _____________________________________________ We enclose our Second Quarterly Report for the period ending February 28, 2003 for filing. We declare that the above document was sent by prepaid mail to all shareholders of the Company on April 22, 2003 and will be mailed out on April 23 and 24, 2003. 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, COOLBRANDS INTERNATIONAL INC. "Gabriel Merle" Gabriel Merle Public Relations Second Quarter 2003 Fiscal Year To Our Shareholders . . . CoolBrands International Inc. (TSX: COB.A) announced that net earnings for the quarter ended February 28, 2003 were $5,188,000 ($0.10 net earnings per share basic and diluted) as compared with net earnings of $3,646,000 ($0.08 net earnings per share basic and diluted) for the same quarter last year, an increase of $1,542,000 or 42.3% on a 38.9% increase in revenues. Earnings before income taxes were $8,299,000 as compared with earnings before income taxes of $5,295,000 for the same quarter last year. Earnings before income tax for the second quarter of 2003 reflect an increase of $3,004,000, or 56.7%, over the same quarter of the prior year. EBITDA for the second quarter increased to $10,077,000 from $6,927,000 during the same quarter last year, an increase of $3,150,000, or 45.5%. Revenues increased by $15,971,000, or 38.9%, to $57,052,000 as compared with $41,081,000 for the same quarter of fiscal 2002. The increase in revenues was primarily due to increased prepackaged consumer products sales. Operating results for the quarter reflect an increase in gross profit dollars of $7,010,000, primarily due to the increase in sales. Gross profit margin as a percentage of sales was relatively unchanged at 41.5% as compared with 40.6% for the same quarter last year. Selling, general and administrative expenses increased by $4,121,000, due primarily to increased expenses associated with the increased sales activity, but decreased to 27.8% as a percentage of revenues as compared with 28.6% of revenues for the second quarter of 2002. Commenting on the results, David J. Stein, President and Co-Chief Executive Officer of CoolBrands International Inc. stated "During our second fiscal quarter, CoolBrands continued to realize strong growth in revenues and earnings. We are encouraged by initial results from our new product introductions, and look forward to robust performance during the third and fourth quarters." CoolBrands markets Eskimo Pie'r', Chipwich'r' and Fruit-A-Freeze'r' branded frozen novelties and frozen dessert products. Eskimo Pie'r' created the frozen novelty industry in 1921 when its founder, Christian K. Nelson, invented the chocolate-coated ice cream bar. Today, more than 80 years later, Eskimo Pie'r' remains one of the best-known and most widely distributed of all frozen novelty brands. The Company also markets a broad range of frozen novelties and frozen dessert products under the Tropicana'r', Welch's'r', Weight Watchers'r' Smart Ones'r', Betty Crocker'r', Trix'r', Yoplait'r', Colombo'r' and Yoo Hoo'r' brand names pursuant to long-term licensing agreements. In addition, CoolBrands franchises and licenses frozen dessert outlets operated under a Family of Brands including Yogen Fruz'r', I Can't Believe It's Yogurt'r', Bresler's'r', Swensen's'r', Golden Swirl'r', Ice Cream Churn'r', and Java Coast'r' Fine Coffees, with company-owned, franchised and non-traditional partnership locations in approximately 80 countries around the world. CoolBrands' Foodservice Division is a leading manufacturer and supplier of premium soft serve ice cream, frozen yogurt, custard and smoothies to the foodservice industry. The Company also manufactures and sells a full line of quality flavors, chocolate coatings, fudge sauces, powders for chocolate milk, egg nog bases and other ingredients and flexible packaging products for use in private label dairy products in addition to the Company's brands. 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 of Directors "David J. Stein" David J. Stein President, Co-C.E.O. CoolBrands International Inc. CoolBrands International Inc. Consolidated Balance Sheets as at February 28, 2003 and August 31, 2002
- ---------------------------------------------------------------------------------------------------------------------- (in thousands of dollars) February 28, August 31, 2003 2002 (Unaudited) $ $ Assets Current assets: Cash and short term investments 38,925 47,086 Receivables 37,372 43,001 Receivables - affiliates 3,070 3,792 Inventories 33,420 25,361 Prepaid expenses 8,100 6,752 Asset held for sale 3,274 3,432 Future income taxes 2,638 2,415 ------------------------------------- Total current assets 126,799 131,839 Future income taxes 3,232 3,433 Property, plant and equipment 19,890 19,710 License agreements 12,299 13,438 Intangible and other assets 6,593 7,332 Goodwill 104,578 107,910 ------------------------------------- 273,391 283,662 ===================================== Liabilities and Shareholders' Equity Current liabilities: Accounts payable 26,539 24,399 Payables - affiliates 650 978 Accrued liabilities 31,092 32,880 Income taxes payable 607 7,347 Future income taxes 3,384 2,566 Current maturities of long-term debt 4,678 6,315 ------------------------------------- Total current liabilities 66,950 74,485 Long-term debt 25,127 29,279 Other liabilities 4,743 5,240 Future income taxes 3,765 3,950 ------------------------------------- Total liabilities 100,585 112,954 ------------------------------------- Capital stock 122,298 122,378 Cumulative translation adjustment (48) 5,685 Retained earnings 50,556 42,645 ------------------------------------- Total shareholders' equity 172,806 170,708 ------------------------------------- 273,391 283,662 =====================================
CoolBrands International Inc. Consolidated Statements of Earnings
- ---------------------------------------------------------------------------------------------------------------------- (Unaudited) (in thousands of dollars, except share data) For the Six Months For the Three Months Ended Ended February 28 February 28 2003 2002 2003 2002 $ $ $ $ Revenues: Sales 118,378 85,039 55,316 39,346 Franchising and licensing revenues: Royalty income 1,313 1,389 617 740 Franchise and license fees 1,094 484 748 362 Consumer products 195 396 195 396 Net rental and other income 371 560 176 237 ------------------------------------------------------------ 121,351 87,868 57,052 41,081 Total revenues ------------------------------------------------------------ Operating expenses: Cost of goods sold 71,902 51,868 32,339 23,379 Selling, general and administrative expenses 35,680 27,117 15,884 11,763 Interest expense 1,078 1,409 530 644 ------------------------------------------------------------ Total operating expenses 108,660 80,394 48,753 35,786 ------------------------------------------------------------ Earnings before income taxes 12,691 7,474 8,299 5,295 Provision for income taxes 4,780 2,417 3,111 1,649 ------------------------------------------------------------ Net earnings 7,911 5,057 5,188 3,646 =========================================================== Earnings per share: Basic and diluted 0.15 0.11 0.10 0.08 =========================================================== Weighted average shares outstanding: Shares used in per share calculation - basic 51,731 45,906 51,749 45,924 Shares used in per share calculation - diluted 53,209 48,059 53,107 48,398
CoolBrands International Inc. Consolidated Statements of Cash Flows
- -------------------------------------------------------------------------------------------------------------------------- (Unaudited) (in thousands of dollars) For the Six Months For the Three Months Ended Ended February 28 February 28 2003 2002 2003 2002 $ $ $ $ Cash and short term investments provided by (used in): Operating activities: Net earnings 7,911 5,057 5,188 3,646 Items not affecting cash - Depreciation and amortization 2,530 1,994 1,248 988 Future income taxes 667 (228) 1,843 (203) Changes in current assets and liabilities - Receivables 6,198 5,716 (2,830) (2,188) Receivables - affiliates 727 936 (472) 1,258 Allowance for doubtful accounts (552) (854) (643) (1,273) Inventories (8,109) (5,728) (3,786) (4,219) Prepaid income taxes 215 Prepaid expenses (1,198) (346) (3,846) (419) Accounts payable 2,154 (6,049) 947 (1,889) Payables - affiliates (330) (240) (203) (213) Accrued liabilities (1,682) 1,595 1,797 1,167 Income taxes payable (6,781) 1,124 611 1,874 Other assets 37 (128) 38 (189) Other liabilities (500) (150) (613) (25) ------------------------------------------------------------- Cash provided by (used in) operating activities 1,072 2,699 (506) (1,685) ------------------------------------------------------------- Investing activities: Increase in notes receivable (20) (1) Repayment of notes receivable 264 33 156 17 Purchase of leasehold improvements and equipment (2,883) (1,807) (1,586) (911) Purchase of intangible assets (122) ------------------------------------------------------------- Cash used in investing activities (2,639) (1,896) (1,431) (894) ------------------------------------------------------------- Financing activities: Expenses for special warrants (144) Proceeds from issuance of Class A and B shares 64 141 36 141 Repayment of long-term debt (4,150) (4,762) (2,572) (3,180) -------------------------------------------------------------- Cash used in financing activities (4,230) (4,621) (2,536) (3,039) ------------------------------------------------------------- (Decrease) increase in cash flow due to changes in foreign exchange rates (2,364) 1,359 (2,553) 910 ------------------------------------------------------------- (Decrease) in cash and short term investments (8,161) (2,459) (7,026) (4,708) Cash and short-term investments - beginning of period 47,086 31,568 45,951 33,817 ------------------------------------------------------------- Cash and short-term investments - end of period 38,925 29,109 38,925 29,109 =============================================================
CoolBrands International Inc. Consolidated Notes to Interim Financial Statements (Unaudited) February 28, 2003 and 2002 - -------------------------------------------------------------------------------- (Tabular amounts are expressed in thousands) 1. Significant accounting policies The financial statements of the Company have been prepared by management in accordance with generally accepted accounting principles in Canada for interim financial statements. The financial statements have, in management's opinion, been properly prepared using judgment within reasonable limits of materiality. These interim financial statements do not include all the note disclosures required for annual financial statements and therefore they should be read in conjunction with the Company's audited financial statements for the year ended August 31, 2002. The significant accounting policies follow those disclosed in the most recently reported annual financial statements. 2. Accounting estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimated. 3. Segment information
Prepackaged Foodservice Dairy Franchising Corporate Consolidated consumer components and products licensing $ $ $ $ $ $ - --------------------------- --------------- ----------------- ---------------- --------------- -------------- --------------- For the six months ended February 28, 2003 Revenue, external 80,778 11,086 20,298 9,168 21 121,351 Intersegment revenue 39 453 1,369 97 1,958 Segment earnings before income taxes 10,219 593 2,183 857 (1,161) 12,691 For the six months ended February 28, 2002 Revenue, external 49,671 10,889 15,643 11,550 115 87,868 Intersegment revenue 114 515 1,494 115 2,238 Segment earnings before income taxes 4,438 523 963 1,773 (223) 7,474
CoolBrands International Inc. Consolidated Notes to Interim Financial Statements (Unaudited) February 28, 2003 and 2002 - -------------------------------------------------------------------------------- (Tabular amounts are expressed in thousands) 3. Segment information (cont'd)
Prepackaged Foodservice Dairy Franchising Corporate Consolidated consumer components and products licensing $ $ $ $ $ $ - --------------------------- --------------- ----------------- ---------------- --------------- -------------- --------------- For the three months ended February 28, 2003 Revenue, external 37,662 5,291 9,462 4,628 9 57,052 Intersegment revenue 37 221 752 45 1,055 Segment earnings before income taxes 7,210 204 936 516 (567) 8,299 For the three months ended February 28, 2002 Revenue, external 22,685 5,232 6,980 6,125 59 41,081 Intersegment revenue 75 203 833 59 1,170 Segment - earnings before income taxes 3,812 374 344 934 (169) 5,295
4. Capital stock The Company had the following equity securities, warrants, and stock options outstanding as of April 10, 2003:
Class A Subordinate Class B Multiple Voting Shares Voting Shares Warrants Stock Options - --------------------- -------------------- ------------------ ---------------------- 45,555 6,203 100 4,351 ===================== ==================== ================= =======================
CORPORATE INFORMATION Canadian Head Office: CoolBrands International Inc. 8300 Woodbine Avenue, 5th Floor Markham, Ontario, L3R 9Y7 Canada Telephone: (905) 479-8762 Fax: (905) 479-5235 Internet: http://www.yogenfruz.com E-mail: yogenfruz@yogenfruz.com U.S.A. Head Office: 4175 Veterans Highway, 3rd Floor Ronkonkoma, New York, 11779, U.S.A. Telephone: (631) 737-9700 Fax: (631) 737-9792 International Head Office: Kayla Foods Int'l (Barbados) Inc. 27 Pine Road, Belleville, St. Michael, Barbados, W.I. Telephone: (246) 228-9505 Fax: (246) 228-7321 E-mail: kfibarb@caribnet.net Toronto Stock Exchange (Trading Symbol: COB.A) STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as........................'r' -----END PRIVACY-ENHANCED MESSAGE-----