Cooks Coffee Company Limited logo

Half Year Announcement

Half Year Results14 December 2018CCCConsumer Staples

1



NZAX & Media Release 14 December 2018


PRELIMINARY FINANCIAL RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2018

Cooks benefits from coffee store network momentum


Summary

• Revenue

i

increases 8.3% to $2.9 million from $2.7 million as Esquires coffee stores

and supply operations continue to grow strongly

• Net loss from continuing operations after tax rises to $1.9 million from $1.2 million,

reflecting growth investments, costs from the proposed acquisition of Mojo and

restructuring of the business

• Guidance for full year EBITDA

ii

loss revised following the introduction of the new IFRS

15 revenue accounting standard.


Cooks Global Foods (NZAX.CGF) today reports it is seeing growing benefits from the

momentum that is building in its global Esquires Coffee operations.


Revenue for the six months to 30 September 2018 increased 8.3% to $2.9 million from $2.7

million posted in the same six-month period a year ago. The group saw gains across all its

businesses after Esquires Coffee delivered an 11.3% increase in constant currency store

sales

iii

for the six months to 30 September to $24.1 million from $21.6 million in the same six-

month period last year.


Net losses before tax from continuing operations increased to $1.9 million from $1.2 million in

the same period a year ago, due to the timing impact of new initiatives to drive growth in the

UK and Europe, including changes to its royalty programmes as well as a non-cash share of

the Chinese joint venture’s losses. Higher finance charges and costs associated with the

proposed acquisition of the Mojo chain of coffee stores towards the end of the half year also

weighed on earnings.


Cooks Executive Chairman Keith Jackson said: “Esquires Coffee is growing strongly around

the world and is also benefitting from growth in the group’s supply business. These changes

along with a reduction in operational overhead costs will deliver a positive impact for the group

in the second half of the year and beyond.”


BALANCE SHEET

As at 30 September 2018 Cooks had cash on hand of around $0.53 million and net debt of

$5.3 million, up marginally on the prior year’s $5.2 million.

2

Cooks has been in ongoing discussion with ANZ Bank concerning its debt facilities. As we

noted earlier this year, the ANZ Bank had agreed to extend the time for repayment to 30

November 2018. With the termination of the proposed Mojo acquisition, ANZ Bank has agreed

to further extend the date for repayment to 28 February 2019.


Cooks has meanwhile agreed to extend the date out to 31 March 2019 by which Cooks

Investment Holdings Limited, a company associated with Executive Chairman Keith Jackson,

must satisfy the terms of the equity underwriting agreement it entered into in March 2017. This

is to enable the underwritten shares to be available as part of broader funding discussions

now underway.


Following discussions with the Financial Markets Authority, Cooks is also reviewing the $2.9

million carrying value of its 21% stake in its Chinese coffee joint venture.


The Board has commissioned an independent valuation of the venture. The outcome could

impact the group’s reported result and the value of its net assets. Cooks will update the market

as the valuation comes to hand. It is targeting the inclusion of the valuation in its interim report,

which is due to be filed with the NZX by the end of January 2019.


NZX MIGRATION

Cooks has conditional approval to migrate to the NZX subject to the recruitment of an

additional independent director and other administrative changes. It believes the move will

help to lift the profile of the company and boost liquidity in its shares. The Board is targeting

transition to the NZX before the middle of next year.


OUTLOOK

From 30 September 2018 Cooks adopted the new IFRS 15 revenue accounting standard. This

standard has implications for guidance given amid the negotiations to acquire Mojo, when

Cooks forecast a narrowing in EBITDA losses for the year to 31 March 2019 to $0.5 million

from $1.0 million in the year earlier.


Those forecasts were made using the old accounting standard, which allowed Cooks to

recognise revenue generated from the sale of regional franchises at the time of receipt. The

new IFRIS 15 standard requires Cooks to recognise the revenue over the life of the franchise.


Consequently, following the adoption of this new standard, Cooks now expects EBITDA losses

for the year to 30 March 2019 to be closer to $2.0 million rather than the $0.5 million previously

indicated. Notwithstanding these accounting adjustments, cashflows from the sale of regional

franchises is unaffected.


“Cooks continues to make progress putting its operations on a long-term footing. Moreover,

we are confident recent restructuring initiatives will start to deliver real benefits in the

remainder of the second half and beyond. We will provide an update to the market in the new

year,” Mr Jackson said.


3

BUSINESS PERFORMANCE


THE UNITED KINGDOM

UK store numbers increased to 38 at the end of September up from 31 at the same time a

year ago and 36 stores at the end of June 2018. Meanwhile, constant currency coffee store

sales for the six-month period increased 22% to $9.8 million from $8.0 million in the same

period a year ago. The region also saw a 17% increase in transaction volumes and a 4%

increase in average transaction values.


Revenue in the UK segment rose 15.8% to $1.4 million from $1.2 million in the same period

of the prior year. Operating losses increased to $0.47 million from an operating loss of $0.22

million in the same period a year ago.


However, Cooks did not see the full benefit from this growth due to several one-off effects. In

the prior six-month period, the region booked a number of large one-off fees associated with

the opening of new stores, including design fees and franchise fees.


Meanwhile, the UK business has a new strategy to create regional franchises and as part of

this new strategy, it has restructured the regional franchise fee and royalty schedule to better

incentivise franchisees. This has had a short-term effect of lowering revenues to Cooks, but

over the longer term, the move is expected to accelerate revenue growth.


Finally, towards the end of the last financial year, Cooks opened a company-owned flagship

store in Putney in South West London. The new store is performing well and is rapidly growing

sales. It is also setting the standard for Esquires in the UK and serving as a hub for regional

training and administration. However, start-up losses associated with the new store have

weighed on operating earnings from the region.


EUROPE (IRELAND)

Following the opening of new stores in Portugal and Romania, Cooks has combined the

results from these countries with its highly-successful Irish business into a new European

segment from a management and operational perspective.


Constant currency total store sales in the broader region were $7.7 million, 12.1% ahead of

the same period a year ago. This result was driven by new stores in Portugal and Romania

coming on stream and 7% growth in Ireland itself as three new stores came on stream late in

the period. The group is yet to see the full benefits of the strong growth in Ireland. In

September, for instance, constant currency total store sales in Ireland were 18% ahead of the

prior year and for the second quarter the growth was 14%.


Revenue in the region increased 36.1% to $0.72 million from $0.5 million in the same period

a year ago. Operating profits in the European business rose to $64,000 from $23,000 in the

same period of the prior year, with the impact of growth in the region diluted by the costs

associated with establishing the new European beachhead.


GLOBAL

The global segment, which incorporates Cooks operations in the Middle East, Canada and

Asia as well as the company’s design subsidiary Design Environments, saw a 34.2% increase

4

in half year revenue to $0.85 million from $0.63 million in the same period a year ago.

Operating losses narrowed from $68,000 to $32,000. The global segment benefitted from a

step up in royalties, product and merchandise sales following new store openings in Jordan,

Pakistan and Bahrain.


Constant currency sales of the Esquires Coffee store network included in the global segment

increased 13% to $5.0 million from $4.4 million in the same six-month period a year ago.

Transaction volumes and transaction values were also up.


However, these gains were offset by a weaker performance in the Design Environments

business unit which has now been restructured to focus exclusively on Cook’s internal needs

rather than seeking to build external revenue.


Cooks meanwhile continues to explore franchise agreements in other territories.


SUPPLY AND CORPORATE

Revenue at the supply businesses increased 20.5% to $0.42 million reflecting the strong

growth in the new ‘Grounded’ climate-neutral coffee brand.


Operating losses at $0.11 million compared to $0.14 million a year earlier, an improvement of

21%. Cook’s Crux Products supply business, which is engaged in the export of produce to

China, is making progress, and made a small contribution to group revenue and it largely

broke-even for the six-month period.


Corporate costs rose by 20.5% to $0.96 million from $0.6 million in the same period last year,

principally reflecting the costs associated with the planned acquisition of Mojo.


CHINA

The Chinese business is now treated as an equity-accounted associate following its transition

to a new joint venture last year. Cooks has an effective 21% stake in the business and booked

a $0.2 million non-cash share of the venture’s losses for the six-month period.


While non-binding term sheets have been signed and the restructure of the business

significantly advanced, a formal shareholder agreement is yet to be executed and all structural

formalities completed.


This agreement is currently in the process of being signed with the terms unchanged from the

earlier term sheets. The expectation is that the document will be executed prior to the end of

the 2018 calendar year and the final company structural formalities completed shortly after.


MOJO

Just before the close of the financial year Cooks entered into a conditional agreement to

acquire 100% of the shares in Mojo Coffee Cartel for approximately $14 million. The

acquisition was conditional on the arrangement of financing, but Cooks was not able to meet

that condition by the (extended) transaction closing date and so the transaction was

terminated.


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For further information:


INVESTORS MEDIA

KEITH JACKSON RICHARD INDER

Executive Chairman The Project

+64 21 702 509 +64 21 645 643


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, Portugal, Romania, Bahrain, Kuwait, Saudi Arabia, Jordan, Pakistan,

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



i

Revenue for the six months to 30 September 2017 has be restated to reflect the introduction of the new NZ

IFRS 15 standard. Please refer to note K(c) in the attached Appendix 1 disclosure.

ii

Non-GAAP Financial information

EBITDA is a non-GAAP measure of financial performance. Cooks defined and reconciled its forecast of EBITDA

in its release to New Zealand Stock Exchange on 31 August 2018. That presentation is available on the Cooks

Global Foods and NZX websites and is available by clicking this link here.

iii

Network (Store) Sales

Total store sales are the aggregate of sales of all Esquires branded coffee stores, whether franchised or

partially/fully owned, across the company’s global brand network. Cooks derives income from its franchised

stores from franchise related fees, primarily related to these sales levels as well as store sales for those stores

directly owned by the company, except in China. Total network store sales, therefore, have a correlation to the

portion of revenue earned by Cooks Global Foods relating to recurring franchise fees. Chinese sales are also

indicative of the potential value residing in the Chinese venture. However, total network sales are not and should

not be confused with the revenue of Cooks Global Foods which is reported in its financial statements as the two

do not directly correlate.


Same Store Sales

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 same as revenue in the financial statements for Cooks Global Foods group but can indicate

stable revenue growth in the brand network.


Transactions

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.


Average Transaction Value

Average transaction values are derived by dividing total Esquires coffee store sales by total transactions recorded

over the period. Total (Store) Network All stores whether owned or franchised, which operate under a brand

owned by companies within the Cooks Global Foods Group.

Appendix 1 release
14 December 2018

Cooks Global Foods Limited

This document covers Cooks Global Food Limited's unaudited financial results for the six

months ended 30 September 2018

A:

Reporting Period

Previous Reporting Period

Amount

($NZ'000)

Percentage

change

$2,9288.3%

-$1,926-63.6%

$0100.0%

-$2,032-8.0%

Amount per

security

Imputed

amount per

security

$0.0000$0.00000

B:

Preliminary unaudited half year report on consolidated results (including the results for the previous corresponding

period) in accordance with Listing Rule 10.4.2.

This report has been prepared in a manner which complies with generally accepted accounting practice and

gives a true and fair view of the matters to which the report relates and is based on unaudited financial statements.

The accounting policies used in the preparation of these financial statements are consistent with those used

in the interim financial statements for the six months ended 30 September 2017 and in the audited financial

statements for the year ended 31 March 2018.

The Listed Issuer has a formally constituted Audit & Risk Committee of the Board of Directors.

Dividend Payment DateN/A

Comments:

Refer to commentary in attached release.

Cooks Global Foods Limited

Preliminary announcement for the six months ended 30 September 2018

Net loss attributable to security holders

Interim Dividend

No interim dividend has been declared for this reporting period.

CGF has no dividend reinvestment plan currently in operation.

Record DateN/A

(CGF) : Cooks Global Foods Limited

Results for announcement to the market

6 months ended 30 September 2018

6 months ended 30 September 2017

Revenue from continuing ordinary activities

Loss from continuing activities after tax attributable to security holders

Loss from discontinued activities after tax attributable to security holders

6

UnauditedUnaudited
C:

Sep-18Up / DownSep-17

$NZ '000%$NZ '000

2,9288.3%2,704

(552)-13.8%(485)

2,3767.1%2,219

(3,777)-19.2%(3,169)

Other income7-91.8%85

(1,394)-61.2%(865)

Depreciation and amortisation(117)4.9%(123)

Operating loss(1,511)-52.9%(988)

Share of net loss of associates accounted for using the equity method(161)-

Finance costs(254)-34.4%(189)

(1,926)-63.6%(1,177)

--

(1,926)-63.6%(1,177)

-100.0%(1,297)

Net loss for the year(1,926)22.2%(2,474)

(0.39)(0.54)

UnauditedAudited

D:

Sep-18Up / DownMar-18

$NZ '000%$NZ '000

Cash and cash equivalents531714

Trade and other receivables1,1332,760

Inventories159154

Other assets815616

Property, plant and equipment 323359

Investments accounted for using the equity method2,9263,087

Other non-current assets1515

5,902-23.4%7,705

Intangible assets2,897-1.7%2,948

8,799-17.4%10,653

5,0704,604

1,1391,180

Borrowings and other liabilities4,6784,686

Deferred revenue1,143-

12,030-14.9%10,470

(3,231)-1865.6%183

42,51742,687

Accumulated losses(45,673)(42,535)

Foreign currency translation reserve(7)99

(3,163)1360.2%251

Non-controlling interests(68)(68)

(3,231)-1865.6%183

CentsCents

1.211.57

(1.25)(0.56)Net tangible assets per share (New Zealand Cents)

Net assets

Equity

Share capital

Total equity attributable to equity holders of the Company

Total equity

Total tangible assets per share (New Zealand Cents)

Total tangible assets

Total assets

Liabilities

Trade and other payables

Bank overdraft

Total liabilities

Income tax benefit/(expense)

Net loss for the year from continuing operations

Net loss for the year from discontinued operations

Earnings Per Share (Cents per share):

Consolidated Statement of Financial Position

Assets

Revenue

Cost of sales

Gross profit

Operating expenses and staff costs

Operating profit before depreciation and amortisation

Loss before income tax

Consolidated Statement of Financial Performance

7

UnauditedAudited
E:

Sep-18Up / DownMar-18

$NZ '000%$NZ '000

(1,926)48.4%(3,731)

(170)4,812

(106)(656)

Non-controlling interests-(439)

(2,202)-15628.6%(14)

183197

Impact of change in accounting policy(1,212)-

(3,231)-1865.6%183

UnauditedUnaudited

F:

Sep-18Up / DownSep-17

$NZ '000%$NZ '000

(1,926)22.2%(2,474)

117517

161-

Share based payments185-

Reclassification from foreign currency translation reserve0-

Add/(Less) movements in assets/liabilities:

Inventories(5)55

Trade and other receivables325(520)

Other short-term assets(199)(256)

Trade and other payables3781,023

Other liabilities-646

Assets/liabilities classified as held for sale-194

(964)-18.3%(815)

(17)92.1%(215)

839-63.3%2,288

(142)111.3%1,258

(466)71.7%(1,644)

(608)-57.5%(386)

5311,172

(1,139)(1,558)

(608)-57.5%(386)

G:N/A

H:N/A

I:

(a)Name of associate entity

(b)Percentage of ownership held20.97%

(c)Contribution to consolidated loss for the period-$161

(d)Date from which such contribution has been calculated1/04/18

(e)Contribution to consolidated profit/(loss) for the

previous corresponding periodN/A

(f)Date from which such contribution has been calculatedN/A

(g)Date of disposalN/A

Material Investment in Associate

Shanghai Yinshi Food and Beverage

Management Company Limited

Closing bank balance

Made up as follows:

Cash and cash equivalents

Bank overdraft

Material Acquisition of Subsidiaries

Material Disposal of Subsidiaries

Net cash flow from operating activities

Net cash flow from investing activities

Net cash flow from financing activities

Net (decrease)/increase in cash held

Opening bank balance

Loss for the period

Add/(Less) non-cash items:

Depreciation & amortisation

Share of losses of associates

Statement of Changes in Equity

Loss for the period

Net increase in issued share capital

Foreign currency translation reserve

Movements in equity for the period

Equity at start of the period

Equity at end of the period

Consolidated Statement of Cash Flows

8

9

COOKS GLOBAL FOODS LIMITEDSEGMENT INFORMATIONFOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018
Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Global

franchising

& design

UK

franchising

& retail

Europe

franchising

& retail

Supply

Corporate

Total

Global operational splits

$'000

$'000

$'000

$'000

$'000

$'000

Revenue

847

1,387

720

417

(443)

2,928

Other income

-

5

-

2

-

7

Cost of inventories sold

(37)

(191)

(2)

(322)

-

(552)

Depreciation and amortisation

(15)

(81)

(18)

-

(4)

(117)

Other expenses

(827)

(1,588)

(637)

(208)

(517)

(3,777)

Operating (loss)/profit for the period

(32)

(468)

64

(111)

(964)

(1,511)

Non-current assetsIntangible assets

62

873

482

-

1,480

2,897

Property, plant and equipment

23

247

28

2

23

323

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Global

franchising &

design

UK

franchising &

retail

Ireland

franchising &

retail

Supply

Corporate

Total

China

franchising

& retail

Supply

Total

Global operational splits

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

Revenue

631

1,198

529

346

-

2,704

1,746

46

1,792

Other income

-

85

-

-

-

85

271

31

302

Cost of inventories sold

(96)

(96)

-

(293)

-

(485)

(804)

(11)

(815)

Depreciation and amortisation

(18)

(82)

(16)

-

(5)

(121)

(394)

-

(394)

Other expenses

(585)

(1,320)

(490)

(189)

(587)

(3,171)

(2,187)

5

(2,182)

Operating (loss)/profit for the period

(68)

(215)

23

(136)

(592)

(988)

(1,368)

71

(1,297)

Non-current assetsIntangible assets

58

928

513

-

1,478

2,977

1,550

-

1,550

Property, plant and equipment

76

244

22

3

24

369

460

-

460

Continuing operationsContinuing operations

Discontinued operations

10

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