Cooks Coffee Company Limited logo

Half Yearly Report

Half Year Results25 January 2019CCCConsumer Staples

INTERIM REPORT
FOR THE 6 MONTHS TO 30 SEP 2018

HIGHLIGHTS
REVENUE

1

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 COSTS FROM

THE PROPOSED ACQUISITION OF MOJO

AND RESTRUCTURING OF THE BUSINESS.

RESTRUCTURING INITIATIVES HAVE

BEEN IMPLEMENTED WHICH WILL DRIVE

ENHANCED FINANCIAL PERFORMANCE

IN THE SECOND HALF OF THE FINANCIAL

YEAR BY REDUCING FIXED OVERHEADS IN

UK & CORPORATE OFFICE.

COFFEE OPERATIONS IN ALL MAJOR

REGIONS SEE STRONG REVENUE GROWTH

WITH STORE SALES UP 11.3% COMPARED

TO LAST YEAR.

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

Notes

1

Revenue for the six months to 30 September 2017 has been restated to reflect the

introduction of the new NZ IFRS 15 standard. Please refer to note 8.

2

3
EXECUTIVE CHAIRMAN’S REPORT

25 JANUARY 2019

COOKS BENEFITS FROM COFFEE STORE

NETWORK MOMENTUM

Cooks’ global coffee operation Esquires Coffee is

growing strongly around the world and we are also

benefitting from growth in our supply business.

These changes along with a reduction in operational

overhead costs will deliver a positive impact in the

second half of the year and beyond.

COOKS CONTINUES TO MAKE

PROGRESS PUTTING ITS

OPERATIONS ON A LONG-

TERM FOOTING.

The group saw gains across all its businesses after

Esquires Coffee delivered an 11.3% increase in

constant currency store sales

3

for the six months to

30 September to $24.1 million from $21.6 million in

the same six-month period last year. Group 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.

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 our royalty programs as well

as a non-cash share of our 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.

“RECENT RESTRUCTURING

INITIATIVES WILL DELIVER

REAL BENEFITS IN THE

REMAINDER OF THE

SECOND HALF AND

BEYOND.”

11.3

%

STORE SALES

UP

8.3

%

GROUP REVENUE

UP

INTERIM REPORT

FOR THE 6 MONTHS TO 30 SEP 2018

4
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.

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. Cooks has been in ongoing discussions

with ANZ Bank concerning its debt facilities.


As we noted earlier this year, ANZ had agreed to

extend the time for repayment to 30 November

2018. With the termination of the proposed Mojo

acquisition, ANZ has agreed to further extend the

date for repayment, please refer to note 6.

The Cooks board has meanwhile agreed to extend

out to 31 March 2019 the date by which Cooks

Investment Holdings Limited, a company with

which I am associated, 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 reviewing the $2.9 million

carrying value of our 21% stake in the Chinese

coffee joint venture.

The Board has appointed Censere to complete

a valuation of the Joint Venture. Censere have

extensive valuation experience throughout Asia

and the South Pacific. The valuation is expected

to be completed before the end of March 2019 in

time for our Annual Accounts. Cooks will update

the market when the valuation is completed. If the

Censere valuation does not support the carrying

value, the Board will immdediately reconsider

the carrying value. Any adjustment would result

in a change to the value of Cooks’ net assets and

the Group’s reported result. Censere are a very

experienced company based in Singapore & Hong

Kong who have long experience in the China

market. This timing is later than previousy advised

due to the appointment process, the Censere

workload and the time of year.

BALANCE SHEET

NZX MAIN BOARD MIGRATION

Cooks will migrate to the NZX Main Baoard

Market subject to the recruitment of an additional

independent director and other administrative

changes. We believe the move will help to lift the

profile of the company and boost liquidity in its

shares. The Board is targeting a transition before

the middle of 2019.

BOURNEMOUTH, UK

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 due to the timing of the new stores coming

on stream. 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%.

5

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 development franchises and as part

of this new strategy, it has restructured the regional

franchise fee and royalty schedule. 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 and contribute to

increased profitability and cash flow.

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

growing sales and is also setting the standard for

Esquires in the UK and serving as a hub for regional

training and administration. However, start-up costs

associated with the new store have weighed on

operating earnings from the region.

BUSINESS PERFORMANCE

LIMERICK, IRELAND

6
EUROPE (IRELAND) CONTD...

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 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. The agreement to record this

transaction has now been executed.

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.

For and on behalf of the Board of Directors

Keith Jackson

Chairman

Cooks Global Foods Limited

CARRICK ON SHANNON, IRELAND

ESQUIRES COFFEE OPERATING METRICS
TOTAL NETWORK

6 MONTHS TO 30 SEPTEMBER

ESQUIRES COFFEE STORE NUMBERS

SAME STORE

2018

2018

2017

2017

Esquires Coffee Store sales

3

Esquires Coffee Store sales

4

Transactions

5

Transactions

5

Average transaction value

6


Average transaction value

6

VARIANCE

VARIANCE

NZ$24,051,694

2,430,460

NZ$9.90

NZ$21,618,890

2,262,258

NZ$9.56

11.3%

7.4%

3.6%

NZ$18,163,685

1,847,554

NZ$9.83

NZ$18,229,703

1,918,065

NZ$9.50

-0.4%

-3.7%

3.4%

30 SEPTEMBER 30 SEPTEMBER

UK

TOTAL

Asia

Middle East

Canada

Europe

2017OPENEDCLOSED2018

31

92

24

23

3

11

8

22

3

4

0

7

1

14

8

3

1

1

38

100

19

24

2

17

7

Notes

1

Revenue for the six months to 30 September 2017 has been restated to reflect the introduction of the new NZ IFRS 15 standard. Please refer to note 8.

2

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.

3

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.

4

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.

5

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.

6

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.

COOKS GLOBAL FOODS LIMITED
UNAUDITED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

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 Comprehensive Income

For the six months ended 30 September 2018






Unaudited

6 months

Unaudited

6 months

30 September 30 September

20182017

Notes$'000$'000

Continuing operations

Revenue

2,928

2,704

Other income

7

85

Raw materials and consumables used

(552)

(485)

Depreciation and amortisation

(117)

(123)

Property related costs

(269)

(211)

Net foreign exchange (losses)/gains

107

239

Employee costs

(1,781)

(1,851)

Other expenses

(1,834)

(1,346)

Operating loss(1,511)

(988)

Finance costs

(254)

(189)

Share of net loss of associate accounted for using the equity

method

(161)

-

Loss before income tax(1,926)

(1,177)

Income tax expense

-

-

Loss for the year from continuing operations(1,926)

(1,177)

Net loss for the year from discontinued operations

-

(1,297)

Net loss for the year

(1,926)

(2,474)

Loss attributable to:

- Shareholders of the parent

(1,926)

(2,344)

- non-controlling interests

-

(130)

(1,926)

(2,474)

Other comprehensive income

Items that may be subsequently reclassified to profit or loss

Change in foreign currency translation reserve

(106)

463

Other comprehensive income after tax

(106)

463

Total comprehensive loss for the year

(2,032)

(2,011)

Attributable to:

- Shareholders of the parent

(2,032)

(1,881)

- non-controlling interests

-

(130)

(2,032)

(2,011)

Loss from discontinued operations attributable to:

- Shareholders of the parent

-

(1,174)

- non-controlling interests

-

(123)

-

(1,297)

Loss per share:

Basic and diluted loss per share (New Zealand Cents) from

continuing and discontinued operations:

2

(0.39)

(0.54)

Basic and diluted loss per share (New Zealand Cents) from

continuing operations:

2

(0.39)

(0.27)







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 2018

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 Changes in Equity

For the six months ended 30 September 2018





Share

Capital

Foreign

currency

translation

reserve

Accumulated

LossesTotal

Non-

controlling

interest

Total

Equity

Note$'000$'000$'000$'000$'000$'000

Balance at 1 April 2017

37,875

755

(38,804)(174)371 197

Comprehensive loss for the year

Loss for the year - - (3,731)(3,731)(131)(3,862)

Other comprehensive income

Items that may be subsequently

reclassified to profit or loss:

Change in foreign currency translation reserve

- (656)- (656)- (656)

Total comprehensive income/(loss) for the

year

- (656)(3,731)(4,387)(131)(4,518)

Transactions with owners of the Company

Issue of ordinary shares

4,642

- -

4,642

-

4,642

Ordinary shares to be issued170--170-170

Total contributions by owners of the

Company

4,812--4,812-4,812

Non-controlling interests fund's introduced----8383

Non-controlling interests disposed of----(391)(391)

Total non-controlling interests

----(308)(308)

Balance at 31 March 2018

42,68799(42,535)251(68)183

Balance at 1 April 2018

42,687

99

(42,535)251(68)183

IFRS 15 Revenue adjustment to Accumulated

Losses

8

- - (1,212)(1,212)-

(1,212)

Adjusted balance at 1 April 2018

42,68799(43,747)(961)(68)(1,029)

Comprehensive loss for the period

Loss for the period

- - (1,926)(1,926)-

(1,926)

Other comprehensive income

Items that may be subsequently

reclassified to profit or loss:

Change in foreign currency translation reserve

- (106)- (106)-

(106)

Total comprehensive income/(loss) for the

period

- (106)(1,926)(2,032)- (2,032)

Transactions with owners of the Company

Issue of ordinary shares

------

Ordinary shares to be issued

(170)--(170)(170)

Total contributions by owners of the

Company(170)--(170)-(170)

Balance at 30 September 2018

42,517(7)(45,673)(3,163)(68)(3,231)

Attributable to Equity holders of the Company



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.
10

COOKS GLOBAL FOODS LIMITED

UNAUDITED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

Cooks Global Foods Limited

Unaudited Condensed Interim Statement of Financial Position

For the six months ended 30 September 2018




Unaudited

6 months

Audited

12 months

30 September 31 March

20182018

Notes$'000$'000

Assets

Current Assets

Cash and cash equivalents

531

714

Trade and other receivables

1,133

2,760

Inventories

159

154

Other current assets

815

616

Current Assets2,638

4,244

Non-Current Assets

Intangible assets

2,897

2,948

Property, plant and equipment

323

359

Investments accounted for using the equity method

2,926

3,087

Other non-current financial assets

15

15

Non-current assets6,161

6,409

Total Assets8,799

10,653

Liabilities

Current Liabilities

Trade and other payables

5,070

4,604

Bank overdraft

1,139

1,180

Deferred revenue

1,143

-

Borrowings and other liabilities

2,544

2,737

Current liabilities9,896

8,521

Non-Current Liabilities

Borrowings and other liabilities

2,134

1,949

Non-current liabilities2,134

1,949

Total Liabilities12,030

10,470

Net Assets

(3,231)

183

Equity

Share capital

3

42,517

42,687

Accumulated losses

(45,673)

(42,535)

Foreign currency translation reserve

(7)

99

Equity attributable to owners of the parent(3,163)

251

Non-controlling interests

(68)

(68)

Total equity(3,231)

183


Director Director


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.
11

COOKS GLOBAL FOODS LIMITED

UNAUDITED CONDENSED INTERIM STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

Cooks Global Foods Limited

Unaudited Condensed Interim Statement of Cash Flows

For the six months ended 30 September 2018




Unaudited Unaudited

30 September 30 September

20182017

Notes$'000$'000

Operating activities

Cash was provided from:

Receipts from customers

3,403

6,192

Cash was applied to:

Interest cost

(138)

(241)

Payments to suppliers & employees

(4,229)

(6,766)

Net cash applied to operating activities(964)

(815)

Investing activities

Cash was applied to:

Purchase of property, plant and equipment

(17)

(135)

Acquisition of subsidiaries or investment in joint venures

-

(80)

Net cash applied to investing activities(17)

(215)

Financing activities

Cash was provided from:

Proceeds from borrowings

700

750

Proceeds from share issue

139

2,274

Cash was applied to:

Repayment of borrowings

-

(736)

Net cash provided from financing activities839

2,288

Net (decrease)/increase in cash and cash equivalents held(142)

1,258

Cash & cash equivalents at beginning of the year

(466)

(1,644)

Cash & cash equivalents at end of the year

(608)

(386)

Composition of cash and cash equivalents:

Bank balances

531

1,172

Overdraft balances

(1,139)

(1,558)

(608)

(386)











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 2018

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.

12

Cooks Global Foods Limited

Unaudited Condensed Interim Statement of Cash Flows

For the six months ended 30 September 2018




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.


Unaudited Unaudited

30 September 30 September

20182017

Notes$'000$'000

Loss after tax(1,926)

(2,474)

Add non-cash items:

Depreciation and amortisation

117

517

Share of losses of associate

161

-

Share based payments

185

-

Add/(Less) movements in assets/liabilities:

Inventories

(5)

55

Trade and other receivables

325

(520)

Other short-term assets

(199)

(256)

Trade and other payables

378

1,023

Other liabilities

-

646

Assets/liabilities classified as held-for-sale

-

194

Net cash flow applied to operating activities(964)

(815)



























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


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

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

13

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 2018 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 2018. 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 2018 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 2018



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.


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 2018 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 2018. 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 2018 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-1830-Sep-17

Weighted average ordinary shares issued

489,509,248

434,421,269

Basic and diluted loss per share (New Zealand

Cents) from continuing and discontinued

operations:

(0.39)

(0.54)

Basic and diluted loss per share (New Zealand

Cents) from continuing operations:

(0.39)

(0.27)

Net tangible assets per share (New Zealand Cents)

(1.25)

0.20



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

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

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 (2018: 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.

Keith Jackson is a director of Cooks Investment Holdings Limited, TRS Investments Limited, Dairy Farm

Investments Limited, Dairy Farm Investments (Ruawhata) Limited, Jackson & Associates Limited, Weihai

Station Limited and a trustee of Nikau Trust.

Andrew Kerslake is a director of ADG Investments Limited and HMFIC Investments Limited.

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

Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai Station Limited.

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

Craig Brown is the Group’s CFO and a director of most of the Group’s subsidiary companies.

Doug Williamson is a director of a number of the Group’s UK subsidiary companies.

At 30 September 2018, $nil of the ordinary share capital is unpaid (31 March 2018: $1,301,773).

14

Cooks Global Foods Limited

Notes to and forming part of the Unaudited Interim Financial Statements

For the six months ended 30 September 2018




Diluted 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 (2018: nil). All shares

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


Movements of share capital30-Sep-1831-Mar-18

Number of Shares issued:

No. of SharesNo. of Shares

Ordinary shares opening balance489,509,248416,595,863

Ordinary shares issued-73,022,583

Ordinary shares bought back on-market and cancelled-(109,198)

Total ordinary shares authorised at period end

489,509,248489,509,248

Movements of share capital30-Sep-1831-Mar-18

Value of Shares issued:

$'000$'000

Ordinary shares opening balance

42,687

37,875

Ordinary shares issued less share issue expenses

-

4,650

Ordinary shares bought back on-market and cancelled

-

(8)

Ordinary shares to be issued

(170)

170

Total ordinary shares authorised at period end42,517

42,687



At 30 September 2018, $nil of the ordinary share capital is unpaid (31 March 2018: $1,301,773).



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.


Keith Jackson is a director of Cooks Investment Holdings Limited, TRS Investments Limited, Dairy Farm

Investments Limited, Dairy Farm Investments (Ruawhata) Limited, Jackson & Associates Limited, Weihai

Station Limited and a trustee of Nikau Trust.


Andrew Kerslake is a director of ADG Investments Limited and HMFIC Investments Limited.


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


Peihuan Wang is a director of Jiajiayue Holding Group Limited and Weihai Station Limited.


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


Craig Brown is the Group’s CFO and a director of most of the Group’s subsidiary companies.


Doug Williamson is a director of a number of the Group’s UK subsidiary companies.



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

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

TRANSACTIONS WITH RELATED PARTIES

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

15

Cooks Global Foods Limited

Notes to and forming part of the Unaudited Interim Financial Statements

For the six months ended 30 September 2018

Transactions with related parties

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

30-Sep30-Sep

20182017

$'000$'000

Purchases of goods and services

Purchase of management services

83

92

Property rental agreement with related party

-

111

Purchase of other services

-

-

Interest paid to related party

111

-

Other transactions

Subscriptions for new ordinary shares

-

5,272

Funding loans advanced

700

1,876

Balances outstanding with related parties

30-Sep30-Sep

20182017

$'000$'000

Oustanding balances arising from

purchases of goods and services

Entities controlled by key management personnel

239

91

Other related parties

1,533

885

Loans to related party (1)

Beginning of the year

1,302

1,623

Subscriptions for new ordinary shares

(1,302)

-

End of period

-

1,623

Loans from related party

Beginning of the year

1,725

750

Loans advanced

700

75

Subscriptions for new ordinary shares

(992)

-

Interest charged

111

-

Interest paid

(11)

-

End of period

1,533

825


(1) Keith Jackson had entered into an underwrite agreement with CIHL for any unsubscribed shares in

this investment vehicle. As at 30 September 2018 $nil (30 September 2017: $1,622,622) was owing to

CGF under the terms of this agreement.

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

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

16

5. CAPITAL COMMITMENTS, CONTINGENT LIABILITIES

6. GOING CONCERN

There were no capital commitments as at 30 September 2018 (31 March 2018: $nil).

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

require disclosure for the six months ended 30 September 2018 (31 March 2018: $nil).

The Group reported a loss of $1,926,000 (2017: $2,474, 000) and operating cash outflows of $964,000

(2017: $815,000) for the six-month period to 30 September 2018. As at 30 September 2018 the Group

has reported net assets of ($3,231,000) and current liabilities exceed current assets by an amount of

$7,258,000.

The ability of the Group to pay its debts as they fall due and to realise their assets and extinguish their

liabilities in the normal course of business at the amounts stated in the consolidated financial statements

has been considered by the Directors in the adoption of the going concern assumption during the

preparation of these financial statements.

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 (16 July 2018).

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 conclude major discussions relating to capital and debt raising

for which formal contractual terms have not yet been entered for $5.2 million in total. Of this

amount, $4.3 million relates to the current underwrite by Cooks Investment Holdings Limited in

accordance with the terms of the underwrite agreement;

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

repayment agreements and comfort provided by related parties of Keith Jackson owed

$1,770,000 that they do not intend to/will not call up repayment of that debt; and

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

2018 financial year, the outcome of projects targeting the sale of territory master franchises

generating cash inflow of $720,000 and the sale of further regional franchise sales in the

United Kingdom operations.

These key assumptions remain valid at 30 September 2018.

Work is still progressing on the raising of additional capital and the Directors remain confident based on

existing discussions. Originally the intention was that the bulk of the $5.2 million targeted would be

raised as part of the capital sought in association with the planned acquisition of a major New Zealand

coffee chain, Mojo Coffee Cartel (refer to Note 7). The Group however failed to complete this transaction

and the conditional agreement was terminated in October 2018. Alternate discussions are underway to

raise this capital in association with other opportunities currently being investigated by the Group.

In the meantime the Group has borrowed approximtely US$905,000 as a short term Convertible Note.

These monies have a 12 month maturity date; attract interest of 18% pa payable quarterly in arrears;

and are convertible to shares at the option of the lender at the higher price per ordinary share of 85%

of VWAP leading up to the time of conversion or the price at which shares are issued under a capital

raising of at least $2 million.

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

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

The Company has been in further discussion with ANZ Bank concerning its debt facilities. As noted in

its financing update on 29th August 2018, 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 agreed to a

phased extension, with $400,000 due on 14th December 2018, $375,000 due on 28th February 2019

and the overdraft of $425,000, letter of credit facility of $125,000 and credit card facility to be closed

off on 31st March 2019. The payment of $400,000 due on 14th December 2018 has been paid. The

Company remains in talks with other lenders.

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

where necessary. Related parties of Keith Jackson are currently owed $1,770,000 and the commitment

remains that they do not intend to/will not call up repayment of that debt.

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

generated in the 2018 financial year.

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

franchises. Active opportunities for the sale of several regional franchises in the United Kingdom are also

currently in various stages of negotiation with the expectation that one or more may be complete prior

to year end.

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

31 March 2018 financial statements.

As noted in the last audited financial statements for the Group, the Directors acknowledge that there

are material uncertainties within the forecast assumptions noted above. These uncertainties relate

predominantly to the success and timing of existing discussions relating to the debt and capital raising,

the ability of Cooks Investment Holdings Limited to honour the terms of its underwrite should these

discussions not be successful, and market conditions which the Group operates in. Nevertheless, after

considering the uncertainties described above the Directors have a 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 that it can manage its working capital requirements to create

additional required headroom. In addition, a significant portion of the total sum looking to be raised

relates to investment in new markets which, if the appropriate funds required aren’t raised in the

timeframes envisaged, would also result in forecast investment expenditure in these markets being deferred.

Whilst the Directors acknowledge that there are credit, exchange and liquidity risks in the global

economic market in which the Group operates, they are confident that additional capital or funding

will be sourced by the Group which has a track record of obtaining financial support from cornerstone

investors and related parties and, where necessary, negotiating the deferment of debt repayments.

The Directors are also confident that operating cash flows will continue to improve as a result of the

restructuring activities that have been undertaken and reduce the extent of cash outflow and improve

revenue growth.

The Directors continue to consider other opportunities to further improve the Group’s cash position

which include discussing collaborations with partners overseas, negotiations with potential strategic

equity partners, investigating new facility lines and greater focus on improving existing business

activities.

After taking into account all available information, the Directors remain of the same view that they

expressed in the 31 March 2018 financial statements, namely that there are reasonable grounds to

believe that the forecasts and plans are achievable, the Group will be able to pay its debts as and when

they become due and payable, and the basis of preparation of the financial report on a going concern

basis is appropriate.

Should the Group be unable to continue as a going concern it may be required to realise its assets and

discharge its liabilities other than in the normal course of business and at amounts different to those

stated in the consolidated financial statements. The consolidated financial statements do not include

any adjustments relating to the recoverability and classification of asset carrying amounts or the

amount of liabilities that might result should the Group be unable to continue as a going concern and

meets its debts as and when they fall due.

17

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

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

18

7. SUBSEQUENT EVENTS

As noted in the 31 March 2018 audited financial statements, the Board of Directors made the decision to

restructure the China business of Beijing Esquires Management Co Ltd (BEML) in the prior year and had

progressed the introduction of a new local partner to inject significant new capital into the business in

return for a majority stake in the China operation. It was the judgment of the Directors that the Group

had lost control of BEML with effect from 1 October 2017 and that it was appropriate to treat the entity

not as a subsidiary but as an associate in which it had a minority stake and equity account for it from

the effective date that control was lost.

While non-binding Term Sheets had been signed and the restructure of the business significantly

advanced, a formal shareholder agreement had yet to be executed and all structural formalities

completed. In early January 2019 the shareholder agreement was formally executed. The expectation is

that the final company structural formalities will be completed prior to year end.

The Company has been in correspondence with the Financial Markets Authority (FMA) regarding the

valuation of its interest in the restructured China business in accordance with accounting standards as

at 31 March 2018. The FMA is not satisfied that the current carrying value is substantiated. The Directors

remain of the view that the assessment of fair value of the Company’s 21% investment in the China

business, as recorded in the Annual Report for the year ended 31 March 2018, is reasonable. However,

the Directors have agreed to the FMA’s recommendation to engage an independent valuation expert to

reassess the valuation of the Company’s minority interest as at 31 March 2018.

The Board has appointed Censere to complete a valuation of the China business. Censere have extensive

valuation experience throughout Asia and the South Pacific. The valuation is expected to be completed

in time for our Annual Accounts. The Company will make an announcement to market of the results of

this valuation exercise as soon as it completes and the detail of any adjustments required.

Prior to 30 September 2018, the Company announced to the market that it had entered into a

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

The acquisition was however conditional on the arrangement of appropriate financing which had to be

satisfied by 24 October 2018. This date was subsequently extended to 31 October 2018 and on that date,

with finance not arranged, the transaction was terminated.

After continuing discussions with Mojo shareholders, the Company believes that any further opportunity

to take an equity stake in Mojo is unlikely at this point in time. As such the Company is currently

pursuing other investment opportunities with a potential funding partner.

The Company has in the meantime agreed to extend the date out to 31 March 2019 by which Cooks

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

must satisfy the terms of the equity underwriting agreement entered into in March 2017. This is to enable

the underwritten shares to be available as part of the broader funding discussions being undertaken

with this other potential funding party.

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

September 2018 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 2018

19

8. NZ IFRS 15 “REVENUE FROM CONTRACT WITH CUSTOMERS”

NZ IFRS 15 Introduces a five-step process for revenue recognition with the core principle being for

entities to recognise revenue to depict the transfer of goods and services to customers in amounts that

reflect the consideration to which the entity expects to be entitled in exchange for those goods or

services.

The Group elected to apply the retrospective cumulative effect method, with no restatement of

comparative period amounts. The cumulative effect of applying the new standard is included as an

adjustment to the opening balance of retained earnings recognised in the Statement of Changes in

Equity for the six months ended 30 September 2018.

This adjustment to opening retained earnings & trade and other payables, for the Franchise & Licence

fee income was $1,212,000 and will be spread over the life of the existing franchise & licence agreements.

From the 1st April 2018 any new franchise income or licence fee income will be spread over the life of

the agreement.

For the 6 months ending 30 September 2018, the additional income generated from this IFRS 15

adjustment amounts to $69,000 and is included in the segment information as Revenue.

The above has no cash effect to the Group and the change is for financial reporting purposes only.

9. NZ IFRS 9 “FINANCIAL INSTRUMENTS”

NZ IFRS 9 introduces new requirements for the classification and measurement of financial assets and

liabilities. These requirements improve and simplify the approach for classification and measurement of

financial assets compared with the requirements of NZ IAS 39.

The Group considers financial assets to be in default when internal or external information indicates that

the Group is unlikely to receive the outstanding contractual amounts in full. Based on historic informa-

tion and experience, the Group has assessed that there is low risk with its financial assets. The Group

has not made any adjustments for the application of the new standard for the six months ended 30

September 2018 or comparable interim periods.

20
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).

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.

Segment information for the reporting period is as follows:

Cooks Global Foods Limited

Unaudited segment information

For the six months ended 30 September 2018

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 2018

Global

franchising

& design

UK

franchising

& retail& retailSupplyCorporate Total

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

Revenue

8471,387720417(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(32)(468)64(111)(964)(1,511)

Non-current assets

Intangible assets

62873482-1,4802,897

Property, plant and equipment

2324728223323

Continuing operations

Europe

franchising

Cooks Global Foods Limited

Unaudited segment information

For the six months ended 30 September 2018

Global

franchising

& design

UK

franchising

& retail& retailSupplyCorporate Total

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

631

1,198529346

--

-2,704

-85

- 85

(96)(96)

(18)(82)

-(293)

(5)

-(485)

(121)

(585)(1,320)

(490)(189)(587)(3,171)

(68)(215)23(136)(592)

(988)

58928513-1,4782,977

30 September 2017

Global operational splits

Revenue

Other income

Cost of inventories sold

Depreciation and amortisation

Other expenses

Operating (loss)/profit

Non-current assets

Intangible assets

Property, plant and equipment

7624422324369

Continuing operations


30 September 2017China SupplyTotal

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

Revenue

1,746461,792

Other income

27131302

Cost of inventories sold

(804)(11)(815)

Depreciation and amortisation

(394)-(394)

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

Operating (loss)

(1,368)71(1,297)

Non-current assets

Intangible assets1,550-1,550

Property, plant and equipment 460-460

Discontinued operations

(16)

-

Europe

franchising

Cooks Global Foods Limited

Unaudited segment information

For the six months ended 30 September 2018






30 September 2017

Global

franchising

& design

UK

franchising

& retail

Ireland

franchising

& retailSupplyCorporate Total

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

Revenue

9971,198529346(366)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(585)(1,320)(490)(189)(587)(3,171)

Operating (loss)/profit

298(215)23(136)(958)(988)

Non-current assets

Intangible assets58928513-1,4782,977

Property, plant and equipment 7624422324369

Continuing operations




30 September 2017

China

SupplyTotal

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

Revenue

1,746461,792

Other income

27131302

Cost of inventories sold

(804)(11)(815)

Depreciation and amortisation

(394)-(394)

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

Operating (loss)

(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

NOTES TO AND FORMING PART OF THE UNAUDITED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2018

10. UNAUDITED SEGMENT INFORMATION

COMPANY DIRECTORY
AS AT 30 SEPTEMBER 2018

Registered Office

Level 5

3 City Road

Auckland 1010

Auditors

BDO Auckland

Auckland

Company number

2089337

Share Registrar

Link Market Services

Level 11

Deloitte Centre

80mQueen Street

Auckland 1010

Directors

Michael George Rae Hutcheson

Zhe Hui

Graeme Keith Jackson

Andrew Malcolm Kerslake

Peihuan Wang

Solicitor

Duncan Cotterill

Wellington

21

Year of incorporation

2008

Postal Address

PO Box 6570

Wellesley Street

Auckland

Bankers

ANZ Bank

Auckland

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.