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 January 29, 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' First Quarterly Report for the period ending November 30,
2002, Consolidated Balance Sheets as at November 30, and August 31, 2002,
Unaudited Consolidated Notes to Interim Financial Statements for November 30,
2002 and 2001.
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 January 29, 2003 By /s/ Michael Serruya
_____________________________
Name: Michael Serruya
Title: Co-Chairman
January 29, 2003
TO WHOM IT MAY CONCERN:
Dear Sirs:
RE: CoolBrands International Inc.
Trading Symbol (TSX: COB.A)
We enclose our First Quarterly Report for the period ending November 30, 2002
for filing.
We declare that the above document was sent by prepaid mail to all shareholders
of the Company on January 29, 2003 and will be mailed out on January 30 and 31,
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
First Quarter 2003 Fiscal Year
To Our Shareholders . . .
CoolBrands International Inc. (TSX: COB.A) announced that net earnings for the
first quarter were $2,723,000 ($0.05 net earnings per share basic and diluted)
as compared with net earnings of $1,411,000 ($0.03 net earnings per share basic
and diluted) for the same quarter last year, an increase of $1,312,000 or 93% on
a 37.4% increase in revenues. Revenues for the quarter ended November 30, 2002
were $64,299,000 as compared with $46,787,000 for the quarter ended November 30,
2001, an increase of $17,512,000.
Earnings before income taxes were $4,392,000 as compared with earnings before
income taxes of $2,179,000 for the same quarter last year. Earnings before
income tax for the first quarter of 2003 reflect an increase of $2,213,000, or
101.6%, over the same quarter of the prior year. EBITDA for the first quarter
increased to $6,222,000 from $3,950,000 during the same quarter last year, an
increase of $2,272,000, or 57.5%.
Revenues increased due to an increase in sales of $17,369,000, or 38.0%, to
$63,062,000 as compared with $45,693,000 for the same quarter of fiscal 2002.
This increase was primarily due to increased prepackaged consumer products
sales.
Operating results for the quarter reflect an increase in gross profit dollars of
$6,295,000, primarily due to the increase in sales. Gross profit margin as a
percentage of sales was relatively unchanged at 37.3% as compared with 37.6% for
the same quarter last year. Selling, general and administrative expenses
increased by $4,442,000, due primarily to increased expenses associated with the
increased sales activity, but declined to 30.8% as a percentage of revenues as
compared with 32.8% of revenues for the first quarter of 2002.
Commenting on the results, David J. Stein, President and Co-Chief Executive
Officer of CoolBrands International Inc. stated "The Company's strong
performance during our first fiscal quarter of 2003 is consistent with the
growth trends for both revenues and earnings that CoolBrands has consistently
delivered for the past two fiscal years. These trends reflect the vitality of
our brands in the marketplace, and management's commitment to maximize
profitability while increasing our share of market."
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-CEO
CoolBrands International Inc.
CoolBrands International Inc.
Consolidated Balance Sheets
as at November 30 and August 31, 2002
- ----------------------------------------------------------------------------------
(in thousands of dollars)
November 30, August 31, 2002
2002
(Unaudited) $
$
Assets
Current assets:
Cash and short term investments 45,951 47,086
Receivables 33,932 43,001
Receivables - affiliates 2,601 3,792
Inventories 29,658 25,361
Prepaid income taxes 215
Prepaid expenses 4,106 6,752
Asset held for sale 3,446 3,432
Future income taxes 2,842 2,415
-----------------------------------------
Total current assets 122,751 131,839
Future income taxes 3,391 3,433
Property, plant and equipment 20,181 19,710
License agreements 13,221 13,438
Intangible and other assets 7,136 7,332
Goodwill 108,231 107,910
-----------------------------------------
274,911 283,662
=========================================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable 25,601 24,399
Payables - affiliates 852 978
Accrued liabilities 29,426 32,880
Income taxes payable 7,347
Future income taxes 1,671 2,566
Current maturities of long-term debt 6,407 6,315
-----------------------------------------
Total current liabilities 63,957 74,485
Long-term debt 27,821 29,279
Other liabilities 5,353 5,240
Future income taxes 4,057 3,950
-----------------------------------------
Total liabilities 101,188 112,954
-----------------------------------------
Capital stock 122,262 122,378
Cumulative translation adjustment 6,093 5,685
Retained earnings 45,368 42,645
-----------------------------------------
Total shareholders' equity 173,723 170,708
-----------------------------------------
274,911 283,662
=========================================
CoolBrands International Inc.
Consolidated Statements of Earnings
for the three months ended November 30, 2002 and 2001
- --------------------------------------------------------------------------------
(Unaudited)
(in thousands of dollars, except share data)
2002 2001
$ $
Revenues:
Sales 63,062 45,693
Franchising and licensing revenues:
Royalty income 696 649
Franchise and license fees 346 122
Net rental and other income 195 323
------------------------------
Total revenues 64,299 46,787
------------------------------
Operating expenses:
Cost of goods sold 39,563 28,489
Selling, general and administrative expenses 19,796 15,354
Interest expense 548 765
------------------------------
Total operating expenses 59,907 44,608
------------------------------
Earnings before income taxes 4,392 2,179
Provision for income taxes 1,669 768
------------------------------
Net earnings 2,723 1,411
==============================
Earnings per share:
Basic and diluted 0.05 0.03
==============================
Weighted average shares outstanding:
Shares used in per share calculation - basic 51,714 45,888
Shares used in per share calculation - diluted 53,300 47,371
CoolBrands International Inc.
Consolidated Statements of Cash Flows
for the three months ended November 30, 2002 and 2001
- -----------------------------------------------------------------------------------
(Unaudited)
(in thousands of dollars)
2002 2001
$ $
Cash and short term investments provided by (used in):
Operating activities:
Net earnings 2,723 1,411
Items not affecting cash -
Depreciation and amortization 1,282 1,006
Future income taxes (1,176) (25)
Changes in current assets and liabilities
Receivables 9,028 7,904
Receivables - affiliates 1,199 (322)
Allowance for doubtful accounts 91 419
Inventories (4,323) (1,509)
Prepaid income taxes (215)
Prepaid expenses 2,648 73
Accounts payable 1,207 (4,160)
Payables - affiliates (127) (27)
Accrued liabilities (3,479) 428
Income taxes payable (7,392) (750)
Other assets (1) 61
Other liabilities 113 (125)
-------------------------
Cash provided by operating activities 1,578 4,384
-------------------------
Investing activities:
Increase in notes receivable (19)
Repayment of notes receivable 108 16
Purchase of leasehold improvements and equipment (1,297) (896)
Purchase of intangible assets (122)
-------------------------
Cash used in investing activities (1,208) (1,002)
-------------------------
Financing activities:
Expenses for special warrants (144)
Proceeds from issuance of Class A and B shares 28
Repayment of long-term debt (1,578) (1,582)
-------------------------
Cash used in financing activities (1,694) (1,582)
-------------------------
Increase in cash flow due to changes in foreign exchange
rates 189 449
-------------------------
(Decrease) increase in cash and
short term investments (1,135) 2,249
Cash and short-term investments - beginning of period
47,086 31,568
=========================
Cash and short-term investments -
end of period 45,951 33,817
=========================
CoolBrands International Inc.
Consolidated Notes to Interim Financial Statements
(Unaudited)
November 30, 2002 and 2001
- --------------------------------------------------------------------------------
(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 three months ended November 30, 2002
Revenue,
external $43,116 $5,795 $10,836 $4,540 $12 $64,299
Intersegment
revenue 2 232 617 52 903
Segment earnings
before income taxes 3,009 389 1,247 341 (594) 4,392
For the three months ended November 30, 2001
Revenue,
external 26,986 5,657 8,663 5,425 56 46,787
Intersegment
revenue 39 312 661 56 1,068
Segment earnings
before income taxes 626 149 619 839 (54) 2,179
CoolBrands International Inc.
Consolidated Notes to Interim Financial Statements
(Unaudited)
November 30, 2002 and 2001
- --------------------------------------------------------------------------------
(Tabular amounts are expressed in thousands of dollars)
4. Capital stock
The Company had the following equity securities, and stock options
outstanding as of January 23, 2003:
Class A Class B Multiple Stock Options
Subordinate Voting Shares
Voting Shares
- ------------------------ --------------------- -----------------------
45,555 6,203 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'