Half Yearly Report
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.