Exhibit 99.1
PRESS RELEASE
For Immediate Release
COOLBRANDS ANNOUNCES LATE FILING OF FINANCIAL STATEMENTS
Toronto, Canada - November 23, 2005. CoolBrands International Inc. announces
today that it will not meet the deadline under Canadian securities legislation
of November 29, 2005 for the filing of its audited annual financial statements,
related management's discussion and analysis ("MD&A") and annual information
form ("AIF") for its financial year ended August 31, 2005. This delay is
primarily due to three factors:
o CoolBrands has adopted, on a retroactive basis, accounting principles
generally accepted in the United States of America. Previously, CoolBrands
prepared its annual and interim consolidated financial statements in
accordance with accounting principles generally accepted in Canada. In
connection with this change, CoolBrands will be complying with the
transition requirements set out in National Instrument 52-107 - Acceptable
Accounting Principles, Auditing Standards and Reporting Currency.
o The presence of difficulties in co-ordinating access to and review of
confirmatory supporting financial data from third party contract service
providers required by CoolBrands' external auditor. Access to this data is
required in order for CoolBrands' external auditor to complete its audit.
The data relate primarily to the Breyer's Yogurt business, which CoolBrands
acquired from Kraft Foods, Inc. earlier this year.
o CoolBrands is also completing a review of the fair value of its intangible
assets, such as goodwill and licenses, in order to assess the extent to
which the value of such intangible assets has become impaired.
CoolBrands and its auditor expect to complete the necessary work for the audited
financial statements, MD&A and AIF to be completed and filed by December 13,
2005.
Pending the filing of its annual audited financial statements, MD&A and AIF,
CoolBrands intends to satisfy the alternative information guidelines recommended
by Ontario Securities Commission ("OSC") Policy 57-603 and Canadian Securities
Administrators ("CSA") Staff Notice 57-301. The Company will request from the
applicable Canadian securities regulators that a management cease trade order
related to Coolbrands' securities be imposed against some or all of the persons
who have been directors, officers or insiders of Coolbrands. If granted, such an
order would not generally affect the ability of persons who have not been
directors, officers or insiders of Coolbrands to trade Coolbrands' securities.
Canadian securities regulators may impose an order that all trading in
securities of CoolBrands cease, either permanently, or for such period as is
specified in the order, if CoolBrands does not file its audited annual financial
statements, MD&A and AIF by January 29, 2006.
About CoolBrands International:
CoolBrands International markets a broad range of ice creams and frozen snacks
under a family of brands, including Eskimo Pie, Godiva Ice Cream, Whole Fruit
Sorbet, Snapple On Ice Pops, Tropicana Fruit Bars, No Pudge! Frozen Snacks,
Crayola Color Pops, Yoplait Frozen Yogurt and many other well recognized brand
names. CoolBrands also manufactures, markets and sells fresh yogurt products,
including Breyers Fruit on the Bottom, Light and Creme Savers cup yogurt
varieties. CoolBrands' operates a "direct store door" (DSD) frozen distribution
system in selected markets in the U.S. to deliver CoolBrands products and
Partner Brands to supermarkets, convenience stores and other retail customers.
CoolBrands' subsidiary, Americana Foods, manufactures soft serve mixes, packaged
ice cream, frozen snacks and other food products for CoolBrands and for well
known national retailers, food companies and restaurant chains. CoolBrands'
Foodservice Division manufactures and sells premium soft serve ice cream and
frozen yogurt to the foodservice industry. CoolBrands' Franchising Division
franchises and licenses frozen dessert outlets operated under a Family of Brands
including Tropicana Smoothies, Juices & More, Swensen's Ice Cream, I Can't
Believe It's Yogurt, Yogen Fruz, Bresler's Premium Ice Cream, Golden Swirl and
Ice Cream Churn, with company owned, franchised and non-traditional partnership
locations around the world.
For more information about CoolBrands, visit www.coolbrandsinc.com
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This press release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding, among
other things, statements relating to goals, plans and projections regarding the
Company's financial position and business strategy. These statements may be
identified by the fact that they use such words as "anticipate," "estimate,"
"expect," "intend," "plan," "believe," and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. Such forward-looking statements are based on current expectations
and involve inherent risks and uncertainties, including factors that could
delay, divert or change any of them, and could cause actual outcomes and results
to differ materially from current expectations. These factors include, among
other things, market factors, competitive product development and promotional
activity, the level of consumer interest in the Company's products, product
costing, the weather, the performance of management, including management's
ability to implement its plans as contemplated, the Company's relationship with
its customers, franchisees, licensees and licensors, governmental regulations
and legislation and litigation. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.
For further information, contact: David J. Stein,
Telephone: (631) 737-9700 (ext. 216)