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Half Year Results

Half Year Results13 December 2017CCCConsumer Staples

INTERIM
REPORT

FOR THE 6 MONTHS TO

30 SEPTEMBER 2017

HIGHLIGHTS
1H 2018 REVENUE FROM CONTINUING

OPERATIONS INCREASED 2.7% TO $2.7 MILLION

HALF-YEAR GROUP NET LOSSES FROM

CONTINUING OPERATIONS REDUCE 27.3% TO

$1.2 MILLION.

ACTIVELY WORKING ON RAISING THE

REMAINING $4.3 MILLION OF UNDERWRITTEN

CAPITAL FROM THE $10 MILLION NEW CAPITAL

RAISE APPROVED BY SHAREHOLDERS EARLIER

IN THE YEAR.

PROGRESS CONTINUES ON JOINT VENTURE

AGREEMENTS FOR THE MIDDLE EAST AND

CHINA.

CONTINUE TO TARGET TRANSITION TO CASH

FLOW BREAK EVEN BY THE END OF THE

CURRENT FINANCIAL YEAR.

STORE GROWTH IMPACTED BY CLOSURES

PRIMARILY RELATING TO THE CHINA BUSINESS

RESTRUCTURE.

CONSTANT CURRENCY

1

TOTAL STORE NETWORK

SALES

2

RISE 11.4% TO $20.8 MILLION

TOTAL CONTINUING COFFEE OPERATIONS POST

A NET OPERATING PROFIT.

1

Constant currency figures adjust prior year figures using the same exchange rate as

current year to eliminate any exchange fluctuation effect.

2

Total (network) store sales are the aggregate of sales of all Esquires branded coffee

stores, whether franchised or owned, across the company’s global brand network.

Cooks franchise businesses derive their income from franchise related fees, primarily

related to those sales levels as well as store sales figures for those stores directly

owned by the company. Total network store sales, therefore, have a strong correlation

to revenue earned by Cooks Global Foods. However, they are not and should not be

confused with the sales of Cooks Global Foods group.

INTERIM REPORT FOR 6 MONTHS
TO 30 SEPTEMBER 2017

With the support of our major shareholders, we

have raised $5.7 million in new capital (including

a portion by way of debt offset) out of the total

targeted capital raise of $10 million. We are actively

pursuing the remaining $4.3 million, which is

fully underwritten by Cooks Investment Holdings

Limited. When complete, we will have sufficient

capital for Cooks to achieve its immediate growth

plans.

We have negotiated non-binding terms and are

working towards the completion of joint ventures

for our Chinese and Middle East operations that

will allow Cooks and its partners to make the most

of the significant opportunities we see for branded

coffee in those markets.

We have continued to grow our global store

network with the launch of new stores and the

refurbishment of stores with the Esquires’ Organic

and Fairtrade brand livery; the latest of which is a

new store in Portugal. And, we closed those stores

that – due to changing market conditions – no

longer offered the promise they once did.

The result has been a strong financial performance

of the store network on a constant currency basis,

while our total continuing coffee operations

3


segment has posted an operating profit.

However, the sharp fall in sterling following last

year’s ‘Brexit’ vote overshadowed the strong sales

performance in the UK operations, the group’s

largest territory. The effect of this fall was partially

offset by exchange rate movements in favour of

our Irish and global business, which includes the

Middle East, Canadian and Indonesian businesses.

Revenue from continuing operations for the six

months to 30 September 2017 increased 2.7% to

Constant currency total network sales

1,2

increased

11.4% in the six months to $20.8 million from $18.6

million in the same period a year ago. This followed

a 7.0% increase in transactions

4

to 2.3 million from

2.1 million in the same period of the prior year

and a 4.1% increase in constant currency average

transaction values

5

to $9.09.

1

$2.7 million from $2.6 million in the same period

a year ago. We saw continued strong growth in

group service revenues, including Esquires Coffee

store royalties, design fees, and other franchise

fees. Coffee product sales were down on the

same period a year ago, but we expect these to

be stronger in the second half as we benefit from

large orders from the Middle East and China.

Continuing retail sales were static as we currently

have only one company owned store outside the

now-discontinued Chinese operation.


The supply businesses lifted sales by 9%, but we

expect stronger results in the second half given the

introduction of our new climate-neutral Grounded

coffee range only occurred part way through the

six months to 30 September 2017.

EXECUTIVE CHAIRMAN’S REPORT

COOKS GLOBAL FOODS (COOKS)

HAS OVER THE LAST SIX MONTHS

TAKEN STEPS THAT WILL SUSTAIN

THE GROWTH OF OUR GLOBAL

NETWORK OF ORGANIC AND

FAIRTRADE BRANDED COFFEE

STORES.

14 DECEMBER 2017

30 Sep30 Sep

Sale of Beverage

product

Royalties

Fees and other

revenue

Rendering of services

Sale of Kiwifruit &

Asparagus produce

Retail Sales (Owned

Stores)

Continuing OperationsDiscontinued Operations

Sale of Goods

Group Revenue

20172016

538

1,142

778

1,920

-

246

$’000

784

2,704

738

1,074

569

1,643

-

253

$’000

991

2,634

367

19

70

89

46

1,290

$’000

1,703

1,792

135

19

41

60

128

2,298

$’000

2,561

2,621

30 Sep30 Sep

20162017

3

Our total continuing coffee operations disregard our discontinued operations and the costs associated with those discontinued operations.

4

’Transactions’ relate to the total individual transactions, which occur within Esquires branded coffee stores, whether franchised or owned. A transaction is defined as a single

financial transaction for food, beverage or product that is processed through the point-of-sale system within a coffee store.

5

’Average Transaction Values’ are derived by dividing total Esquires Coffee store sales by total transactions recorded over the period.

COOKS GROUP REVENUE

Half-year losses from continuing operations
reduced 27% to $1.2 million from $1.6 million in the

same period last year, lifted by improved earnings

in the Irish operation and a lift in sales in the supply

businesses. Corporate overheads were also lower -

despite the extra costs associated with the capital

raising and the company continuing to invest in the

development of its global store network.

These gains were offset by a fall in earnings at the

UK café operations (due to weakness in sterling)

and weaker earnings in the global Esquires

business, largely a result of timing delays in the

placement of product orders.

Group net losses attributable to shareholders,

which include the losses from the discontinued

Chinese coffee store network and Progressive

Processors, also reduced 35.5% to $2.3 million from

$3.6 million a year ago.

Our Chinese coffee store network is classified as

discontinued as it is being sold into a new business

venture that is targeted at driving branded

coffee growth across greater China. Meanwhile,

Progressive Processors’ operations were sold to

management at the start of the current financial

year.

We are pleased with the performance we have

seen across the store network. The new stores

we have established - such as Maidstone, Balham

& Yate in the UK, Findlater House in Dublin,

and Mehkial in Kuwait- are now among the top

performers in the global store network. Meanwhile,

the stores we have rebranded or refurbished are

generally delivering results well in excess of their

average weekly sales prior to rebranding and

refurbishment.Ambleside in the UK, with growth

at more than 70% compared to prior year, is the

standout performer.

Store numbers at the end of September 2017

increased modestly to 92 from 89 at the end of

September 2016, with the opening of 14 new stores

offset by 11 store closures. As we mentioned in our

quarterly update in early November, store closures

in China and the Middle East have been higher than

normal.

The Chinese business has faced a sharp escalation

in rents and employment costs in some areas

partly offset by the strength of the New Zealand

dollar against the Chinese yuan. At the same

time, its transition to a new business venture

arrangement with Suzhou Yueying Enterprise

Investment Partnership has led to a refocusing of

the local network on those stores best suited to the

development of cafés with an expanded food offer.


In the Middle East, we are reconfiguring the

business to better position the network for evening

sales, when cafés in the region typically transact as

much as 60% of their business. We are confident

these changes, coupled with the new franchise

arrangements we have planned for the region, will

see store growth accelerate.

As announced in September, Cooks and its Saudi

Arabian partner, Anasia Foods, are working

towards the establishment of a 50:50 joint

venture that will be the master franchisee for the

Middle East, West Africa, and West Asia. Cooks is

targeting the completion of this joint venture by

the end of this financial year.

BUSINESS UNIT PERFORMANCE

IRELAND

Store numbers were static in Ireland compared

to the same period last year at 11 in total, but the

territory delivered a strong performance. The

region benefitted from the store refurbishment

programme and a strengthening of the Euro

against the New Zealand dollar.

Revenue surged from $359,000 to $529,000 and

the region posted an operating profit of $179,000.

Costs in the business were contained.

On a constant currency basis, store network sales

1,2


surged 21% in the six months to 30 September

compared to the same period a year ago and stand

at around $6.3 million.

THE UNITED KINGDOM

The UK recorded the strongest growth across the

global network, with store numbers growing to 31

at the end of September, up from 25 stores at the

same time a year ago.

UK

IRELAND

INDONESIA

CHINA

CANADA

37.2%

30.6%

19.4%

0.3%

10.7%

1.8%

NETWORK SALES

2

BREAKDOWN

MIDDLE EAST

6

‘Same Store Sales’ are the aggregate of all Esquires-branded coffee stores, whether franchised or owned across the company’s global brand network that have been

operational for at least a full two-year period for the purposes of like-for-like comparison between current and prior periods. The metric measures the improvement in

existing store sales within the brand network, excluding new stores opened in the previous 24 months. Same store sales are not the sales for Cooks Global Foods group, but

nevertheless demonstrate a correlation to revenue earned by Cooks Global Foods.

2

SUPPLY BUSINESSES
Revenue in the continuing supply businesses

rose 8.8% to $346,00 from $318,000 a year

earlier reflecting the growing momentum of Crux

Products and the early results from the launch of

the new climate-neutral coffee brand Grounded.

Losses narrowed to $139,000. Crux is shipping

increasing volumes of food and beverage products

between China and New Zealand, while the

Grounded brand launch of its new coffee is driving

strong growth in revenue.

Indonesia opened one new store, taking its total to

three, while store numbers were static in Canada.

Constant currency total store sales

1,2

in the UK

for the six-month period rose 22.2% on the same

period a year ago and represented 37.2% of total

store sales. Same store sales

6

for the six-month

period were up 4% on the same period last year.

In addition to the six new stores, the group is

benefitting from the ongoing store refurbishment

programme, which is delivering strong results.

The weakness in sterling following the Brexit vote

continues to weigh heavily on New Zealand dollar

revenues and returns. Half year revenue fell 5.2%

to $1.2 million from $1.3 million a year ago, while

the region posted a net loss of $13,000 compared

to a $102,000 profit in the same period last year.

As an example of the impact of exchange on the

results for the UK business, sales in sterling actually

increased by close to 11% over the same six-month

period a year ago.

Constant currency Network sales

2

of stores that

underwent a rebrand in 2017 are up 35.3% for the

six months to September when compared to the

same period last year. Reflecting these trends,

average transaction volumes and values are both

up by 12% on the same period last year.

CORPORATE

Corporate costs for the six-month period fell to

$1.1 million from $1.2 million the same period a year

ago. The fall occurred despite the costs associated

with the capital raising, the negotiation of joint

ventures in the Middle East and China, and legal

fees and related costs associated with discussions

with partners overseas, negotiations with potential

strategic equity partners, and changes to facility

lines.

DISCONTINUED OPERATIONS

Revenue in the Chinese operations - which

represents 97% of revenue in the discontinued

businesses – fell 30% to $1.7 million from $2.5

million a year ago largely due to store closures.

The effects of this move were exacerbated by the

weakness of the Chinese yuan. As we noted in

November, we are working towards the completion

of the shared venture with Suzhou Yueying

Enterprise Investment Partnership by the end of

the current financial year.

Cooks set 30 September 2017 as the base date for

the commencement of the Chinese joint venture.

From 1 October 2017, Cooks has entered into a

co-management arrangement in the region that

will see Cooks and its partners sharing operational

costs on a 50:50 basis until the joint venture

business agreements are completed.

GLOBAL

The global segment, which covers the Middle East,

Indonesia, Canada and emerging markets saw its

income decrease by 7.1% over the prior period.

The main contributor was a significant reduction

in sales of Esquires beverage product (primarily

coffee and paper cups) over the prior comparative

period. This largely reflects timing factors relating

to the placement of orders. We expect a much

stronger second half with orders subsequently

received from Saudi Arabia, Kuwait, Pakistan,

Bahrain and China.

On the other hand, the segment benefitted from

franchise fees (Pakistan and Portugal) of $180,000

for the six months to 30 September 2017, against

no such income in the prior comparative period.

The division delivered an operating loss of

$113,000, which is a significant improvement on the

prior year’s operating loss of $475,000.

The Middle East, which represents the largest

portion of the segment, lifted constant currency

store network sales

1,2

for the six months to $4.0

million from $3.8 million in the same period a year

ago. Store numbers were static, but the region

benefited from an improvement in store mix with

the sales from four new stores more than offsetting

the closure of four underperforming stores.


The completion of our planned new partnership

with the Saudi Arabia-based Anasia Foods will

further lift growth in the region. Anasia Foods

is majority owned by Sheikh Anas Abudawood,

Chairman of Abudawood Group, which distributes

products in the Middle East region for multinational

companies such as Proctor & Gamble, Quaker Oats

& Ferrero Rocher.

3

4
OUTLOOK

Cooks is making good progress against its

strategic plans.

The formation of new joint ventures in both China

and the Middle East will put in place structures

that will incentivise our regional partners to

grow branded coffee outlets, while the global

rebranding and refurbishment programme of the

store network will continue to drive performance

improvements across the group.

The achievement of our goal to reach 140 stores

at the end of this financial year is dependent on

development initiatives. Meanwhile, we remain

on track to meet our goal of transitioning to

breakeven by the end of this financial year for our

continuing business activities.

We will update shareholders on our progress when

we report our third quarter operating statistics

early in the New Year.

Finally, on behalf of the board I would like to thank

the team at Cooks and all our franchisees and

staff for their work over the last six months. Cooks

is in a much stronger position than it ever has

been thanks to their efforts. We are looking to the

remainder of the financial year and beyond with

confidence.

For and on behalf of the Board of Directors

Keith Jackson

Chairman

Cooks Global Foods Limited

Through the share placement to major

shareholders and the associated share purchase

plan, the company has either raised or has

commitments for new capital totalling $10 million.

As at 30 September 2017 the company had

reduced its debt-to-equity to below 10% and had

cash on hand of $1.2 million against overdraft

balances of $1.6 million. It had also improved its net

asset position from $197,000 at 31 March 2017 to

$3.8 million at 30 September 2017.


The remaining capital of $4.3 million, of the $10

million capital raise approved earlier this year,

is being actively marketed. Cooks Investment

Holdings Limited, which is an investment vehicle

controlled by me, has underwritten this full value

with a final date of placement of 29th June 2018.

Once the capital raising is complete Cooks will

have sufficient capital to pursue its growth agenda,

although additional capital will be required for any

strategic acquisitions.

BALANCE SHEET

Esquires UK - Yate

Esquires Ireland - Findlater HouseEsquires UK - Maidstone

Esquires UK - Balham

Esquires Portugal - Porto

ESQUIRES COFFEE OPERATING METRICS
TOTAL NETWORK

6 MONTHS TO 30 SEPTEMBER

STORE NUMBERS

SAME STORE

2017

2017

2016

2016

Esquires Coffee Store sales

2

Esquires Coffee Store sales

6

Transactions

4

Transactions

4


Average transaction value

5


Average transaction value

5


VARIANCE

VARIANCE

NZ$20,774,967

2,285,165

NZ$9.09

NZ$18,642,957

2,134,685

NZ$8.73

11.4%

7.0 %

4.1%

NZ$16,869,500

1,819,722

NZ$9.27

NZ$16,591,029

1,883,967

NZ$8.81

1.7%

-3.4%

5.3%

Note all the figures in the above table are constant currency with prior year figures converted at the same exchange rate as current year

to eliminate any exchange fluctuation effect.

SEPTEMBERSEPTEMBER

China

TOTAL

Ireland

Canada

UK

Middle East

Indonesia

2016OPENEDCLOSED2017

25

89

11

3

25

23

2

1

14

0

1

7

4

1

5

11

0

1

1

4

0

21

92

11

3

31

23

3

5

COOKS GLOBAL FOODS LIMITED
UNAUDITED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

The attached notes form part of, and are to be read in conjunction with these financial statements.

6

Cooks Global Foods Limited

Unaudited Condensed Interim Statement of Comprehensive Income

For the six months ended 30 September 2017


UnauditedUnaudited

6 months

ended

6 months

ended

30 September 30 September

20172016

Notes$'000$'000

Revenue2,7042,634

Other income8578

Raw materials and consumables used(485)(682)

Depreciation and amortisation(78)(83)

Impairment of intangible assets (45)-

Property related costs(211)(309)

Net foreign exchange (losses)/gains239(515)

Employee costs(1,851)(1,490)

Other expenses(1,346)(1,049)

Operating loss(988)(1,416)

Finance costs(189)(204)

Loss before income tax(1,177)(1,620)

Income tax expense --

Loss for the year from continuing operations(1,177)(1,620)

Net loss for the year from discontinued operations(1,297)(2,185)

Net loss for the year

(2,474)(3,805)

Loss from discontinued operations attributable to:

- Shareholders of the parent(1,174)(2,012)

- non-controlling interests(123)(173)

(1,297)(2,185)

Loss attributable to:

- Shareholders of the parent(2,344)(3,632)

- non-controlling interests(130)(173)

(2,474)(3,805)

Other comprehensive income

Items that may be subsequently reclassified to profit or loss

Change in foreign currency translation reserve4631,933

Other comprehensive income after tax4631,933

Total comprehensive loss for the year (2,011)(1,872)

Attributable to:

- Shareholders of the parent(1,881)(1,699)

- non-controlling interests(130)(173)

(2,011)(1,872)

Loss per share:

Basic and diluted loss per share (New Zealand Cents)

from continuing and discontinued operations:

2(0.54)(0.92)

Basic and diluted loss per share (New Zealand Cents)

from continuing operations:

2(0.27)(0.39)




The attached notes form part of, and are to be read in conjunction with these financial statements.

Cooks Global Foods Limited
Unaudited Condensed Interim Statement of Changes in Equity

For the six months ended 30 September 2017

Share

Capital

Foreign currency

translation

reserve

Accumulated

Losses

Total

Non-

controlling

interest

Total

Equity

$'000$'000$'000$'000$'000$'000

Balance at 1 April 2016

36,372(5)(27,029)9,3383099,647

Comprehensive loss for the year

Loss for the year

--(11,775)(11,775)(404)(12,179)

Other comprehensive income

Items that may be subsequently reclassified to profit or

loss:

Change in foreign currency translation reserve

-760-760-760

Total comprehensive income/(loss) for the year

-760(11,775)(11,015)(404)(11,419)

Transactions with owners of the Company

Issue of ordinary shares

503--503-503

Ordinary shares to be issued

1,000--1,000-1,000

Total contributions by owners of the Company

1,503--1,503-1,503

Non-controlling interests funds introduced

----466466

Balance at 31 March 2017

37,875755(38,804)(174)371197

Balance at 1 April 201737,875755(38,804)(174)371197

Comprehensive loss for the period

Loss for the period--(2,344)(2,344)(130)(2,474)

Other comprehensive income

Items that may be subsequently reclassified to profit or loss:

Change in foreign currency translation reserve-463-463-463

Total comprehensive income/(loss) for the period-463(2,344)(1,881)(130)(2,011)

Transactions with owners of the Company

Issue of ordinary shares5,656--5,656-5,656

Share issue expenses------

Total contributions by owners of the Company5,656--5,656-5,656

Non-controlling interest arising on business formation------

Balance at 30 September 2017

43,5311,218(41,148)3,6012413,842

Attributable to Equity holders of the Company



The attached notes form part of, and are to be read in conjunction with these financial statements.


COOKS GLOBAL FOODS LIMITED

UNAUDITED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

Attributable to Equity holders of

the Company

The attached notes form part of, and are to be read in conjunction with these financial statements.

7

The attached notes form part of, and are to be read in conjunction with these financial statements.
8

COOKS GLOBAL FOODS LIMITED

UNAUDITED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

Cooks Global Foods Limited

Unaudited Condensed Interim Statement of Financial Position

As at 30 September 2017

UnauditedAudited

6 months 12 months

30 September 31 March

20172017

AssetsNotes$'000$'000

Current Assets

Cash and cash equivalents1,172182

Trade and other receivables3,0962,579

Inventories172227

Other current assets774518

Assets classified as held-for-sale7,5096,495

Current tax assets96

Current Assets12,73210,007

Non-Current Assets

Intangible assets2,9773,035

Property, plant and equipment 369256

Other non-current financial assets1715

Non-current assets3,3633,306

Total Assets16,09513,313

Liabilities

Current Liabilities

Trade and other payables4,3443,832

Bank overdraft1,5581,826

Liabilities classified as held-for-sale2,8971,689

Borrowings and other liabilities1,7684,270

Current liabilities10,56711,617

Non-Current Liabilities

Borrowings and other liabilities1,6861,499

Non-current liabilities1,6861,499

Total Liabilities12,25313,116

Net Assets3,842197

Equity

Share capital343,53137,875

Accumulated losses(41,148)(38,804)

Foreign currency translation reserve1,218755

Equity attributable to owners of the parent3,601(174)

Non-controlling interests241371

Total equity

3,842197






The attached notes form part of, and are to be read in conjunction with these financial statements.

The attached notes form part of, and are to be read in conjunction with these financial statements.
9

COOKS GLOBAL FOODS LIMITED

UNAUDITED CONDENSED INTERIM STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

Cooks Global Foods Limited

Unaudited Condensed Interim Statement of Cash Flows

For the six months ended 30 September 2017


UnauditedUnaudited

6 months 6 months

30 September 30 September

20172016

$'000$'000

Operating activities

Cash was provided from:

Receipts from customers6,1925,256

Cash was applied to:

Interest cost(241)(204)

Payments to suppliers & employees(6,766)(7,666)

Net cash applied to operating activities(815)(2,614)

Investing activities

Cash was applied to:

Purchase of property, plant and equipment(135)(12)

Acquisition of subsidiaries or investment in joint ventures(80)(68)

Net cash from/(applied) to investing activities(215)(80)

Financing activities

Cash was provided from:

Proceeds from borrowings7502,855

Proceeds from share issue2,274-

Cash was applied to:

Repayment of borrowings(736)-

Net cash provided from financing activities2,2882,855

Net increase in cash and cash equivalents held1,258161

Cash & cash equivalents at beginning of the year(1,644)(775)

Cash & cash equivalents at end of the year(386)(614)

Composition of cash and cash equivalents:

Bank balances1,172978

Overdraft balances(1,558)(1,592)

(386)(614)













The attached notes form part of, and are to be read in conjunction with these financial statements.

COOKS GLOBAL FOODS LIMITED
UNAUDITED CONDENSED INTERIM STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

The following is a reconciliation between loss after taxation for the period shown in the statement of

comprehensive income and net cash flows from operating activities.

The attached notes form part of, and are to be read in conjunction with these financial statements.

10

Cooks Global Foods Limited

Unaudited Condensed Interim Statement of Cash Flows

For the six months ended 30 September 2017


The following is a reconciliation between loss after taxation for the period shown in the statement of

comprehensive income and net cash flows from operating activities.


UnauditedUnaudited

6 months 6 months

30 September 30 September

20172016

$'000$'000

Loss after tax(2,474)(3,805)

Add non-cash items:

Depreciation and amortisation472471

Impairment of intangible assets45-

Add/(Less) movements in assets/liabilities:

Inventories55(57)

Trade and other receivables(520)468

Other short-term assets(256)(646)

Trade and other payables1,023(578)

Other liabilities6461,533

Assets/liabilities classified as held-for-sale194-

Net cash flow applied to operating activities(815)(2,614)




















The attached notes form part of, and are to be read in conjunction with these financial statements.


COOKS GLOBAL FOODS LIMITED
UNAUDITED SEGMENT INFORMATION

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

Management currently identifies the Groups products and service lines in various geographical locations as

its operating segments.

The franchise coffee store business, operating under the Esquires brand, covers geographic segments in the

UK, Ireland, China and New Zealand (as Global). Principal income streams for the franchise business are

royalties, coffee product and other retail sales, design and other franchise fees. The supply segment

represents the supply of tea/coffee/beverages (through the Scarborough Fair business) and facilitates trade

between China and New Zealand and other countries (using its Crux Products business).

Segment information for the reporting period is as follows:

11

Cooks Global Foods Limited

Unaudited segment information

For the six months ended 30 September 2017


Management currently identifies the Groups products and service lines in various geographical locations as

its operating segments.


The franchise coffee store business, operating under the Esquires brand, covers geographic segments in the

UK, Ireland, China and New Zealand (as Global). Principal income streams for the franchise business are

royalties, coffee product and other retail sales, design and other franchise fees. The supply segment

represents the supply of tea/coffee/beverages (through the Scarborough Fair business) and facilitates trade

between China and New Zealand and other countries (using its Crux Products business).


Segment information for the reporting period is as follows:


30 September 2017Global UK Ireland SupplyCorporate Total

Global operational splits$'000$'000$'000$'000$'000$'000

Revenue6311,198529346-2,704

Other income-85---85

Cost of inventories sold(96)(96)-(293)-(485)

Depreciation and amortisation(17)(54)--(5)(76)

Impairment of intangible assets (1)(28)(16)--(45)

Other expenses(630)(1,118)(334)(192)(1,086)(3,360)

Loss before income tax(113)(13)179(139)(1,091)(1,177)

Non-current assets

Intangible assets58928513-1,4782,977

Property, plant and equipment 7624422324

369

Continuing operations




30 September 2017China SupplyTotal

Global operational splits$'000$'000$'000

Revenue1,746461,792

Other income27131302

Cost of inventories sold(804)(11)(815)

Depreciation and amortisation(394)-(394)

Other expenses(2,187)5(2,182)

Loss before income tax(1,368)71(1,297)

Non-current assets

Intangible assets1,550-1,550

Property, plant and equipment 460-460

Discontinued operations











Cooks Global Foods Limited

Unaudited segment information

For the six months ended 30 September 2017


Management currently identifies the Groups products and service lines in various geographical locations as

its operating segments.


The franchise coffee store business, operating under the Esquires brand, covers geographic segments in the

UK, Ireland, China and New Zealand (as Global). Principal income streams for the franchise business are

royalties, coffee product and other retail sales, design and other franchise fees. The supply segment

represents the supply of tea/coffee/beverages (through the Scarborough Fair business) and facilitates trade

between China and New Zealand and other countries (using its Crux Products business).


Segment information for the reporting period is as follows:


30 September 2017Global UK Ireland SupplyCorporate Total

Global operational splits$'000$'000$'000$'000$'000$'000

Revenue6311,198529346-2,704

Other income-85---85

Cost of inventories sold(96)(96)-(293)-(485)

Depreciation and amortisation(17)(54)--(5)(76)

Impairment of intangible assets (1)(28)(16)--(45)

Other expenses(630)(1,118)(334)(192)(1,086)(3,360)

Loss before income tax(113)(13)179(139)(1,091)(1,177)

Non-current assets

Intangible assets58928513-1,4782,977

Property, plant and equipment 7624422324

369

Continuing operations




30 September 2017China SupplyTotal

Global operational splits$'000$'000$'000

Revenue1,746461,792

Other income27131302

Cost of inventories sold(804)(11)(815)

Depreciation and amortisation(394)-(394)

Other expenses(2,187)5(2,182)

Loss before income tax(1,368)71(1,297)

Non-current assets

Intangible assets1,550-1,550

Property, plant and equipment 460-460

Discontinued operations











Cooks Global Foods Limited

Unaudited segment information

For the six months ended 30 September 2017



30 September 2016Global UK Ireland CanadaSupplyCorporate Total

Global operational splits$'000$'000$'000$'000$'000$'000$'000

Revenue6791,26535913318-2,634

Other income-672---78

Cost of inventories sold(293)(92)(3)-(294)-(682)

Depreciation and amortisation(15)(45)(16)--(7)(83)

Other expenses(846)(1,032)(309)(57)(174)(1,149)(3,567)

Loss before income tax(475)102103(44)(150)(1,156)(1,620)

Non-current assets

Intangible assets1071,01551420-1,4823,138

Property, plant and equipment 1006713-230212

Continuing operations



30 September 2016China SupplyTotal

Global operational splits$'000$'000$'000

Revenue2,4931282,621

Other income157-157

Cost of inventories sold(1,017)(137)(1,154)

Depreciation and amortisation(350)(38)(388)

Other expenses(3,138)(283)(3,421)

Loss before income tax(1,855)(330)(2,185)

Non-current assets

Intangible assets6,375-6,375

Property, plant and equipment 5964861,082

Discontinued operations



















Cooks Global Foods Limited

Unaudited segment information

For the six months ended 30 September 2017



30 September 2016Global UK Ireland CanadaSupplyCorporate Total

Global operational splits$'000$'000$'000$'000$'000$'000$'000

Revenue6791,26535913318-2,634

Other income-672---78

Cost of inventories sold(293)(92)(3)-(294)-(682)

Depreciation and amortisation(15)(45)(16)--(7)(83)

Other expenses(846)(1,032)(309)(57)(174)(1,149)(3,567)

Loss before income tax(475)102103(44)(150)(1,156)(1,620)

Non-current assets

Intangible assets1071,01551420-1,4823,138

Property, plant and equipment 1006713-230212

Continuing operations



30 September 2016China SupplyTotal

Global operational splits$'000$'000$'000

Revenue2,4931282,621

Other income157-157

Cost of inventories sold(1,017)(137)(1,154)

Depreciation and amortisation(350)(38)(388)

Other expenses(3,138)(283)(3,421)

Loss before income tax(1,855)(330)(2,185)

Non-current assets

Intangible assets6,375-6,375

Property, plant and equipment 5964861,082

Discontinued operations


















COOKS GLOBAL FOODS LIMITED
NOTES TO AND FORMING PART OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

12

1. GENERAL INFORMATION

2. LOSS PER SHARE

Cooks Global Foods Limited (“Company” or “Parent”), together with its subsidiaries (the “Group”)

operate in the food and beverage industry.

The Company is a limited liability company incorporated and domiciled in New Zealand and is listed on

the NZX Alternative Market board of the New Zealand stock exchange.

STATUTORY BASE

The Company is registered under the Companies Act 1993 and is a FMC reporting entity under part 7 of

the Financial Markets Conduct Act 2013.

REPORTING FRAMEWORK

The unaudited interim financial statements have been prepared in accordance with New Zealand

Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to

International Financial Reporting Standards (“IFRS”) and other applicable New Zealand Reporting

Standards as appropriate for profit oriented entities. The financial statements comply with IFRS. These

policies have been consistently applied to all periods presented, unless otherwise noted.

These financial statements for the six months ended 30 September 2017 have been prepared in

accordance with NZ IAS 34, Interim Financial Reporting and should be read in conjunction with the

financial statements published in the Annual Report for the year ended 31 March 2017. They also comply

with the International Accounting Standard 34 interim Financial Reporting (IAS 34).

KEY ACCOUNTING POLICIES

There have been no changes in accounting policies since the last Annual Report, for detailed accounting

policies please refer to Note 3 in the 2017 Annual Report.

DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD

N /A

DETAILS OF ASSOCIATES AND JOINT VENTURE ENTITIES ENTERED INTO DURING THE PERIOD

N /A

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the

Company by the weighted average number of ordinary shares outstanding for the period.

Diluted loss per share is determined by dividing the loss attributable to ordinary shareholders and the

weighted average number of shares outstanding for the effects of any dilutive potential ordinary shares.

Net tangible assets per share is determined by dividing the net asset value of the Group, adjusted by the

intangible assets, and the number of shares issued at the end of the period.

Diluted loss per share is the same as basic loss per share. There are no instruments that could potentially

dilute basic loss per share.

Cooks Global Foods Limited

Notes to and forming part of the Unaudited Interim Financial Statements

For the six months ended 30 September 2017


1. General information


Cooks Global Foods Limited (“Company” or “Parent”), together with its subsidiaries (the “Group”) operate

in the food and beverage industry.


The Company is a limited liability company incorporated and domiciled in New Zealand and is listed on

the NZX Alternative Market board of the New Zealand stock exchange.


Statutor y base

The Company is registered under the Companies Act 1993 and is a FMC reporting entity under part 7 of

the Financial Markets Conduct Act 2013.


Reporting framework

The unaudited interim financial statements have been prepared in accordance with New Zealand

Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to

International Financial Reporting Standards (“IFRS”) and other applicable New Zealand Reporting

Standards as appropriate for profit oriented entities. The financial statements comply with IFRS. These

policies have been consistently applied to all periods presented, unless otherwise noted.


These financial statements for the six months ended 30 September 2017 have been prepared in

accordance with NZ IAS 34, Interim Financial Reporting and should be read in conjunction with the

financial statements published in the Annual Report for the year ended 31 March 2017. They also comply

with the International Accounting Standard 34 interim Financial Reporting (IAS 34).


Key Accounting Policies

There have been no changes in accounting policies since the last Annual Report, for detailed accounting

policies please refer to Note 3 in the 2017 Annual Report.


Details of entities over which control has been gained or lost during the period

N/A


Details of associates and joint venture entities entered into during the period

N/A


2. Loss per share


Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of the

Company by the weighted average number of ordinary shares outstanding for the period.


Diluted loss per share is determined by dividing the loss attributable to ordinary shareholders and the

weighted average number of shares outstanding for the effects of any dilutive potential ordinary shares.


Net tangible assets per share is determined by dividing the net asset value of the Group, adjusted by the

intangible assets, and the number of shares issued at the end of the period.


30-Sep-1730-Sep-16

Weighted average ordinary shares issued434,421,269412,666,161

Weighted average potentially dilutive options issued --

Basic and diluted loss per share (New Zealand Cents)

from continuing and discontinued operations:

(0.54)(0.92)

Basic and diluted loss per share (New Zealand Cents)

from continuing operations:

(0.27)(0.39)

Net tangible assets per share (New Zealand Cents)0.20(0.42)



COOKS GLOBAL FOODS LIMITED
NOTES TO AND FORMING PART OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

3. SHARE CAPITAL

4. RELATED PARTY TRANSACTIONS

The share capital of Cooks Global Foods Limited consists of issued ordinary shares, each share

representing one vote at the company’s shareholder meetings. The par value is nil (2017: nil). All shares

are equally eligible to receive dividends and the repayment of capital.

The Group’s related parties include the directors and senior management personnel of the Group and

any associated parties as described below.

Unless otherwise stated, none of the transactions incorporate special terms and conditions and no

guarantees were given or received. Outstanding balances are usually settled in cash.

Keith Jackson is a director of Cooks Investment Holdings Limited, Dairyland Products Limited, Jackson

& Associates Limited and Tasman Capital Limited, and a trustee of Nikau Trust.

Andrew Kerslake is a director of ADG Investments Limited.

Mike Hutcheson is a director of Image Centre Limited, Lighthouse Ventures Limited and Lighthouse

Ideas Company Limited.

Peihuan Wang is a director of Jiajiayue Holdings Group Limited.

Tony McVerry is a director of Esquires Coffee Houses Ireland Limited.

Shu Xin (“Ellen”) Zhang is a director of Beijing Esquires Management Co. Limited.

At 30 September 2017, $1,623,000 of the ordinary share capital is unpaid (31 March 2017: $1,623,000).

During the period ended 30 September 2017, the company issued a total of 73,022,583 shares of which

44,872,813 shares were issued to Jiajiayue Holding Group Limited (JJY) and 23,142,840 shares were

issued to Yunnan Metropolitan Construction Investment Group Co Ltd (YMCI) following shareholder

approval at a special meeting held on 29 June 2017.

At a special meeting held on 29 June 2017, shareholders approved that the Company has the ability to

buyback shares on-market at the prevailing market prices. The maximum number of shares that may be

acquired by the Company is 20,000,000. For the period ended 30 September 2017, 47,653 shares were

bought and cancelled by the Company.

13

Cooks Global Foods Limited

Notes to and forming part of the Unaudited Interim Financial Statements

For the six months ended 30 September 2017


Dilu ted loss per share is the same as basic loss per share. There are no instruments that could potentially

dilute basic loss per share.


3. Share Capital


The share capital of Cooks Global Foods Limited consists of issued ordinary shares, each share

representing one vote at the company’s shareholder meetings. The par value is nil (2017: nil). All shares

are equally eligible to receive dividends and the repayment of capital.


Composition of share capital30-Sep-1731-Mar-17

Number of Shares issued:No. of SharesNo. of Shares

Ordinary shares opening balance416,595,863412,666,151

Ordinary shares issued73,022,5833,929,712

Ordinary share buyback and cancellation(47,653)-

Total ordinary shares authorised at period end489,570,793416,595,863

Composition of share capital30-Sep-1731-Mar-17

Value of Shares issued:$'000$'000

Ordinary shares opening balance37,87536,372

Ordinary shares issued less share issue expenses5,660503

Ordinary shares to be issued-1,000

Ordinary share buyback and cancellation(4)-

Total ordinary shares authorised at period end43,53137,875



At 30 September 2017, $1,623,000 of the ordinary share capital is unpaid (31 March 2017: $ 1,623,000).


During the period ended 30 September 2017, the company issued a total of 73,022,583 shares of which

44,872,813 shares were issued to Jiajiayue Holding Group Limited (JJY) and 23,142,840 shares were

issued to Yunnan Metropolitan Construction Investment Group Co Ltd (YMCI) following shareholder

approval at a special meeting held on 29 June 2017.


At a special meeting held on 29 June 2017, shareholders approved that the Company has the ability to

buyback shares on-market at the prevailing market prices. The maximum number of shares that may be

acquired by the Company is 20,000,000. For the period ended 30 September 2017, 47,653 shares were

bought and cancelled by the Company.


4. Related party transactions


The Group’s related parties include the directors and senior management personnel of the Group and any

associated parties as described below.


Unless otherwise stated, none of the transactions incorporate special terms and conditions and no

guarantees were given or received. Outstanding balances are usually settled in cash.


Keith Jackson is a director of Cooks Investment Holdings Limited, Dairyland Products Limited, Jackson &

Associates Limited and Tasman Capital Limited, and a trustee of Nikau Trust.


Andrew Kerslake is a director of ADG Investments Limited.


Mike Hutcheson is a director of Image Centre Limited, Lighthouse Ventures Limited and Lighthouse Ideas

Company Limited.


Peihuan Wang is a director of Jiajiayue Holdings Group Limited.

COOKS GLOBAL FOODS LIMITED
NOTES TO AND FORMING PART OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

5. CAPITAL COMMITMENTS, CONTINGENT LIABILITIES

6. GOING CONCERN

There were no capital commitments as at 30 September 2017 (31 March 2017: $nil).

There were no changes in capital commitments, contingent liabilities and contingent assets that would

require disclosure for the six months ended 30 September 2017 (30 September 2016: $nil).

TRANSACTIONS WITH RELATED PARTIES

The value of transactions with related parties during the periods were:

The Group reported a loss of $2,474,000 (2016: $3,805,000) and operating cash outflows of $815,000

(2016: $2,614,000) for the six-month period to 30 September 2017. As at 30 September 2017 the Group

has reported net assets of $3,842,000 and current assets exceed current liabilities by an amount of

$2,165,000.

In the going concern note (Note 4) in the last audited financial statements for the Group, the Directors

forecast that the Group could manage its cash flow requirements at levels appropriate to meet its cash

commitments for the foreseeable future being a period of 12 months from the date of authorisation of

those consolidated financial statements (31 July 2017).

In reaching their decision the Directors considered the achievability of the plans and assumptions

underlying those forecasts. The key assumptions were the:

Group’s ability to successfully raise the required capital of $4.7 million or Cooks Investment

Holdings Limited’s ability to honour the underwrite of $4.7 million in accordance with the terms of

the underwrite agreement and associated with the Shareholder Purchase Plan which closed on 4

August 2017;

14

Cooks Global Foods Limited

Notes to and forming part of the Unaudited Interim Financial Statements

For the six months ended 30 September 2017



Tony McVerry is a director of Esquires Coffee Houses Ireland Limited.


Shu Xin (“Ellen”) Zhang is a director of Beijing Esquires Management Co. Limited.


Transactions with related parties


The value of transactions with related parties during the periods were:

UnauditedUnaudited

6 months6 months

30 September30 September

20172016

$'000$'000Nature of Transactions

Jiajiayue Holding Group Limited3,478-Shares issued

YunNan Metropolitan Construction Investment

Group Co Limited

1,794-Shares issued

Jiajiayue Holding Group Limited1,1511,000Funding loan advanced

Nikau Trust725750Funding loan advanced

Jackson & Associates 9290Management services

Light House Ideas Company 2020Director's fee

Cooks Investment Holdings Limited-3,133Shares issued

Image Centre Limited -3Creative service provider



Balances outstanding with related parties

UnauditedUnaudited

6 months6 months

30 September30 September

20172016

$'000$'000

Cooks Investment Holdings Limited 1,6233,133

Nikau Trust825750

Jackson & Associates9140

Beijing Yunnan Building Hotel Co Ltd.-1,167

Jiajiayue Holding Group Limited-1,000

Image Centre Limited33

Light House Ideas Company 73




5. Capital Commitments, Contingent Liabilities


There were no capital commitments as at 30 September 2017 (31 March 2017: $nil).


There were no changes in capital commitments, contingent liabilities and contingent assets that would

require disclosure for the six months ended 30 September 2017 (30 September 2016: $nil).

COOKS GLOBAL FOODS LIMITED
NOTES TO AND FORMING PART OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

Group’s ability to maintain the repayment schedules of remaining debt in accordance with the

repayment agreements; and

Ability to generate operating cash flows from continuing operations at the same level as the 2017

financial year, the outcome of projects targeting the sale of territory master franchises generating

cash inflow of $720,000 and the settlement of the China operations reorganisation by the end of

September 2017.

Work is still progressing on the raising of the remaining required capital of $4.3 million but the Directors

remain confident based on existing discussions. The Shareholder Purchase Plan closed on 4 August 2017

and the sum of $390,000 was raised.

The repayment schedules for the remaining debt are continuing as planned or have been renegotiated

where necessary, which was also an option noted in the 31 March financial statements to align with

expected capital inflows.

The Group is generating operating cash flows from continuing operations at levels at, or ahead of, those

generated in the 2017 financial year. These do fluctuate depending on the timing of product orders.

There are currently large orders either just completed or in production for Bahrain, Kuwait, Saudi Arabia

and China which will be recorded subsequent to 30 September 2017.

Discussions are still continuing in several new markets with respect to establishing territory master

franchises. The most recent territory franchise completed in the first six months of this financial year

relates to Pakistan with its first store scheduled to open early next year. A store franchise agreement

has been signed in Portugal with the intention to grow this market further in the future. The first store in

Portugal opened on 11 December 2017.

For the six months to 30 September 2017 fees from the sale of master franchises amounted to $180,000

and other franchise fees (primarily relating to new stores) totalled $297,000.

The reorganisation of the China operation is proceeding but at a pace slower than originally expected.

Currently financial and legal due diligence is being completed by our prospective Chinese partner based

on the 30 September 2017 numbers. In the meantime, we are now working in a transitional period where

we are managing the business jointly with them until the final settlement date which is expected to be

prior to the end of the financial year. It is expected that amendments to the agreed non-binding term

sheet may be necessary once the due diligence phase is complete and any outstanding issues resolved.

There has been no significant change in market conditions for the business since the signing of the 31

March 2017 financial statements.

The Directors remain of the same view that they expressed in the 31 March 2017 financial statements,

namely that they have reasonable expectation that the Group has sufficient headroom in its cash

resources to allow the Group to continue to operate for the foreseeable future or alternatively it can

manage its working capital requirements to create additional required headroom.

7. SUBSEQUENT EVENTS

Since 30 September 2017, the Company has cancelled a further 31,545 ordinary shares under the share

buyback program. Refer to Note 3.

The Company is continuing to work with the Chinese-based Investment entity (CIE) as noted in the

31 March 2017 audited financial statements. There have been no changes to the proposed structure

of the new China venture although the vehicle for the CIE to hold their 70% share of the restructured

Esquires business is now to be Suzhou Yueying Enterprise Investment Partnership. Earlier the intended

investment vehicle was Guangzhou Juncheng Equity Investment Partnership, but the CIE has since

opted for a different entity to align with the province from which they expect most of their investment

funds to be raised.

As indicated in Note 6, once the current financial and legal due diligence is completed amendments to

15

the non-binding term sheet may need to be agreed. In the meantime, a co-management arrangement is
in place that sees the Company and its partners sharing the operational costs of its China business on a

50:50 basis until the new venture agreements are completed.

The Company is continuing to work to establish a 50:50 joint venture with its current Saudi Arabian

Master Franchisee, Anasia Foods, to drive the growth of its branded coffee outlets in the Middle East,

North Africa and West Asia. The expectation remains that the new venture will commence trading early

in the new year.

There were no other material events subsequent to the end of the six-month period ended 30

September 2017 that would require disclosure.

COOKS GLOBAL FOODS LIMITED

NOTES TO AND FORMING PART OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

16

About Cooks Global Foods
Cooks Global Foods operates in world markets and is listed on the NZAX market operated by NZX Limited

in New Zealand under the code CGF. It owns the intellectual property and master franchising rights to

Esquires Coffee Houses worldwide excluding New Zealand and Australia. Cooks currently operates or

franchises Esquires Coffee in Canada, the United Kingdom, Ireland, Bahrain, Kuwait, Saudi Arabia, UAE,

Indonesia, Portugal, and China. For more information visit: www.cooksglobalfoods.com

DIRECTORY

Registered Office

Level 5, 3 City Road

Grafton

Auckland 1010

Telephone: 09 304 0567

Email: keith.jackson@cooksglobalfoods.com

Website: www.cooksglobalfoods.com

Auditor

BDO Auckland, Auckland

Bankers

ANZ Bank, Auckland

Company number

2089337

Share Registrar

Link Market Services Limited

PO Box 91976

Auckland 1142

New Zealand

Phone: +64 9 375 5998

Directors

Keith Jackson (Chairman)

Peihuan Wang

Hui Zhe

Michael Hutcheson

Andrew Kerslake

Solicitor

Duncan Cotterill, Wellington

17

---

1

Appendix 1 release



(CGF) : Cooks Global Foods Limited

Results for announcement to the market

Reporting Period

6 months ended 30 September 2017

Previous Reporting Period

6 months ended 30 September 2016



Amount

($NZ'000)

Percentage

change

Revenue from continuing ordinary activities

$2,704 102.7%

Net loss attributable to security holders

-$2,344 64.5%


Interim Dividend

Amount per

security

Imputed

amount per

security

No interim dividend has been declared for this reporting period. $0.0000 $0.00000

CGF has no dividend reinvestment plan currently in operation.


Record Date N/A

Dividend Payment Date N/A



30 September

2017

30 September

2016


Earnings Per Share (Cents per share):

Basic and diluted loss per share from continuing and discontinued

operations (0.54) (0.92)

Basic and diluted loss per share from continuing operations (0.27) (0.39)

Net tangible assets per share 0.20 (0.42)

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.