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-_________
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
Yogen Fruz World-Wide Incorporated
Consolidated Statement of Earnings and Retained Earnings
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
May 31 May 31
1998 1997 1998 1997
Revenues
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
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
============ ============
<PAGE>
Yogen Fruz World-Wide Incorporated
Consolidated Statement of Changes in Financial Position
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
May 31 May 31
1998 1997 1998 1997
Cash Provided By (Used In):
<S> <C> <C> <C> <C>
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
============ ============ ============ ============
</TABLE>
<PAGE>
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: [email protected]
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: [email protected]
Investor Relations: Sarah Oziel
Telephone: (905) 479-8762
Fax: (905) 479-5235
e-mail: [email protected]
Internet: http://www.yogenfruz.com
Toronto Stock Exchange (Trading Symbol: YF.A)
