Half Year Results
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.