CGF Preliminary Half Year Results

0







REPORT TO
SHAREHOLDERS
FOR THE 6 MONTHS
TO 30 SEPTEMBER 2021


COOKS GLOBAL FOODS LIMITED

CHAIRMAN’S REPORT
Financial result for the six months ended 30
th
September 2021 (1H 2021) (Unaudited)
Key Highlights (Continuing Operations)
NZ$000’s 1 H 2021 1 H 2020 Change ($)
Total Revenue & other Income 4,002 1,641 2,361
Operating Profit / Loss 626 (679) 1,305
Profit / (Loss) before tax 128 (1,041) 1,169
Operating Cash Flows 1,419 568 851
Directors are delighted to report that Cooks Global Foods Limited (CGF) has earned an Operating Profit of $626,000
from Continuing Operations for the 6 months ended 30
th
September 2021. This result is especially pleasing given the
fact that Covid-19 restrictions were in place in the core markets of UK & Ireland for much of the period.
Revenue growth reflects the first stages of the recovery from the impact of Covid-19 as CGF’s core markets recover
and include the benefits of Triple Two acquisition for the full six months. The company added a net 11 outlets to the
franchised network during the 6-month period. This included 14 openings and three planned closures.
The revenue amount includes one off fees from newly opened stores including for design, property search, project
management and fees earned from a company owned entity that provides contracting and store fit out services.
Revenue is also earned from recurring revenue streams such as royalties and supplier incentives. Revenue for 1H
2021 includes $337,000 of Covid-19 subsidies.
The Operating Profit of $626,000 shows the impact of the sales recovery, the new store development program, and
the benefits of the restructuring of the business to focus on core activities and reduce costs. The acquisition of Triple
Two has contributed positively to the period as the company implemented its store growth plan.
Profit before tax from Continuing Operations of $128,000 compared to prior year loss of $1,041,000 & Operating
Cash Flows of $1,419,000 compared to prior year of $568,000.
Overall store numbers at the end of September were 103
OUTLOOK
Directors are confident about the prospects for the business in the year ahead. The impact of Covid-19 has shown the
resilience of the business model which is focused on franchising outlets with franchisees as local business owners
being an important part of their local communities. Store sales trends have shown positive results as the various trading
restrictions have been eased and there is confidence that this will continue.
Restructuring initiatives instituted over recent years have delivered real benefits in the first half of the FY22 financial
year and further benefits will be realised in the second half and beyond.
The Board expects the store opening program to continue in the long term although it is expected that the level of new
store openings will reduce from the first half of FY22 that reflected the stages of the Covid opening up in the UK and
included an element of deferred activity from late 2020 and the first quarter of 2021.
Directors are encouraged by the progress being made in terms of the operational aspects of the business and have
determined that it is now appropriate to address the Balance Sheet structure and to improve the cost structure further
by reducing funding costs and to facilitate these objectives the Board intends to undertake a capital raise in the near
term with the objective to raise funds to retire debt and provide capital for business growth & development as discussed
below.
CAPITAL RAISE
The Company intends to shortly undertake a renounceable rights issue of one new share for every two held at an issue
price of 3 cents per share for those shareholders holding shares at 5pm on 6 December 2021. In addition, the directors
plan to place the shortfall in the rights issue with investors at the same price as the rights issue. Cooks is seeking to

raise up to $8 million through the rights issue and anticipated shortfall placement, although Cooks reserves the rights
to accept additional subscriptions.
Further details of the capital raise will be announced to the market in due course, with a rights offer document and
information memorandum expected to be available around 7 December 2021.
BUSINESS PERFORMANCE
THE UNITED KINGDOM
ESQUIRES BRAND
UK store numbers were 47 at the end of September. Coffee store sales for the six months were up 11.7% on the pre
covid period April – September 2019. Transactions down 16% and the average transaction value up 33%. During the
period there was a gradual re-opening at various stages of restriction with normal trading options available from 19
th

July. The graph below shows the net sales value comparisons to 2019 by the various levels of restriction.

Stores reopened at various times during the period in relation to the restrictions and the nature of the outlet and its
ability to trade. Malls were particularly affected by closures. The temporary VAT rate of 5% applied for the period to the
end of September when the rate was lifted to 12.5% and from 31
st
March 2022 it is intended that the rate will return to
20%.
ECUK has a strategy to operate with local people acting as Regional Developers who are responsible for all aspects
of their regions and to date it has sold 3 regions of the available 11. It is pleasing to advise that an agreement has been
reached in principle to sell an additional 2 regions (East Midlands & London) to an existing Regional Developer with
the agreement being effective in Q1 2022. Legal agreements are currently being prepared.

TRIPLE TWO BRAND
Triple Two joined the group on 19
th
June 2020. At the end of September 2021 there were 20 stores operating. The
brand expects to have more than 25 stores open by the end of March 2022. Comparative sales with 2019 are not
available however the trend graph below shows the average weekly sales trends during the year to date.

The acquisition price for the Triple Two business includes an earn out formula based on actual profit performance of
Triple Two business for the period until 31
st
December 2022. The figure for contingent consideration as shown in the
Balance Sheet is an estimate based on management projections and is subject to change given the nature of the
market and environment it is not possible to make a fully reliable estimate at this time. The Board intends to review the
contingent consideration at the end of the FY22 financial year and will update the projections in the full year accounts.
No adjustment has been made to either figure in these accounts. The earn out calculations for the 2020 calendar year
period have not yet been finalised with the vendors but this process is expected to be concluded before the end of the
year.
IRELAND
The graph below shows the financial year same store sales v 2019 for same stores (stores that are open currently and
that were operating in 2019). It can be seen how the Malls & CBD locations continue to be impacted by the Covid-19
situation with workers still not returning to the CBD and tourists not returning and tourism is now not anticipated to
recover until the northern hemisphere spring and summer period. Despite these challenges the Irish business sales
are growing as the graph below illustrates.


The Irish Government extended the restrictions on indoor dining and other Covid related controls until mid- February
2022.

€0
€20,000
€40,000
€60,000
€80,000
€100,000
€120,000
€140,000
€160,000
AprMayJunJulAugSep
Average weekly sales Ireland April -September

GLOBAL
Sales in the Middle East, Pakistan & Indonesia have reflected the various government lockdowns that are being lifted
depending on the local environment. We are encouraged by the general feedback from our Master Franchisee partners
and in particular the Saudi Arabian business is expanding with new outlets in Jeddah and Mecca being recently opened
and the company was awarded a concession in the new airport being established in Jeddah.
CORPORATE COSTS
Corporate cash costs reduced during the year as the benefits of the restructuring and staff and related cost savings
have been realised. Like many others the company now does not have a permanent office but collaborates with its
Financial Services provider VCFO using their office facilities as part of the arrangement. This along with permanent
staffing re-alignment has put the company on a sound footing.
SUMMARY
The company is encouraged by the performance in the first half of FY22 given the environment where various forms
of restrictions were in place for more than half the period in the UK and all of the period in Ireland and Directors believe
that the company is well positioned with a resilient business model as we look to the balance of FY22 to continue the
recovery and into FY23 and beyond where we are optimistic that the industry will resume its positive growth trajectory.
The CGF model is based on a franchised network and is very scalable in a capital light manner and we believe that we
are now at a point with the focus on core markets that we have critical mass with an ability to grow.
The new corporate overhead cost structure is now fully implemented from the first half of FY22 and the cost reductions
along with the enhanced scale from the Triple Two acquisition and growth in UK & Ireland have put the company in a
solid position to deliver positive results going forward assuming that the Covid-19 related trading patterns continue in
today’s more normal pattern.
The Board are confident that based on a successful capital raise & no significant impacts of Covid-19 moving forward
we foresee a continued increased profitability in a sustainable & increasing manner.

APPENDIX
The following are Non-GAAP reporting metrics which are used in this update:
Network (Store) Sales
Total store sales are the aggregate of sales of all Esquires branded coffee stores, whether franchised or owned, across
the company’s global brand network. Cooks 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. Total
network store sales, therefore, have a correlation to the portion of revenue earned by Cooks Global Foods relating to
recurring franchise fees. However, they are not and should not be confused with the revenue of Cooks Global Foods
which is reported in its financial statements as the two do not directly correlate.
Same Store Sales
Same store sales are the aggregate of all 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.
This comparative data will be available for Triple Two stores from FY23 onwards.
Constant Currency Network Store Sales
All references to sales and transaction values in this report are constant currency. This means prior year figures are
converted at the same exchange rate as the current year to eliminate the effects of foreign exchange rate
fluctuations.
Transactions
Transactions relate to the total individual transactions, which occur within coffee stores, whether franchised or owned.
A transaction is defined as a single financial transaction for food, beverage or product that is processed through the
point-of-sale system within a coffee store.
Average Transaction Value
Average transaction values are derived by dividing total 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 2021
6




30 September 30 September
2021 2020
Notes $'000 $'000
Continuing operations
Revenue 3,665 1,641
Other income 337 -
Raw materials and consumables used (857) (138)
Depreciation and amortisation (30) (80)
Property related costs (91) (220)
Employee costs (1,328) (881)
Other expenses (1,070) (1,001)
Operating profit/(loss) 626 (679)
Finance costs (498) (362)
Profit/(Loss) before income tax 128 (1,041)
Income tax (expense)/credit - -
Profit/(Loss) for the year from continuing operations 128 (1,041)
Net profit/(loss) for the year from discontinued operations (69) (166)
Net profit/ (loss) for the year 59 (1,207)
Loss attributable to:
- Shareholders of the parent 59 (1,221)
- non-controlling interests - 14
59 (1,207)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Change in foreign currency translation reserve (48) 172
Other comprehensive income/(loss) after tax (48) 172

Total comprehensive income/(loss) for the year 11 (1,035)

Attributable to:
- Shareholders of the parent 11 (1,049)
- non-controlling interests - 14
11 (1,035)
Total comprehensive income/(loss) for the year attributable to
Shareholders of the parent arises from:

- Continuing operations 80 (869)
- Discontinued operations (69) (166)
11 (1,035)

Profit/(Loss) per share:
Basic and diluted profit/(loss) per share (New Zealand Cents) from
continuing and discontinued operations:
2 0.01 (0.42)
Basic and diluted profit/(loss) per share (New Zealand Cents) from
continuing operations:
2 0.02 (0.42)
Basic and diluted profit/(loss) per share (New Zealand Cents) from
discontinued operations:
2 (0.01) -













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 Change in Equity
For the six months ended 30 September 2021
7



Attributable to Equity holders of the Company

Share
Capital
Foreign
Currency
Translation
Reserve
Share
Based
Payment
Reserve
Accumulated
Profit /(Loss)
Total Non-
controlling
Interest
Total
Equity
Notes $'000 $'000 $'000 $'000 $'000 $'000 $'000


Balance at 1 April 2020 45,549 150 2,401 (53,758) (5,658) (53) (5,711)

Comprehensive income/(loss) for the
year

Loss for the year - - - (2,545) (2,545) - (2,545)
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:

Change in foreign currency translation
reserve
- 58 - - 58 - 58
Total comprehensive income/(loss)
for the year
- 58 - (2,545) (2,487) - (2,487)
Transactions with owners of the
Company

Ordinary shares to be issued 6,671 - - - 6,671 - 6,671
Change in share based payment reserve - - - - - - -
Changed ownership interests of the
parent and the NCI
- - - (53) (53) 53 -
Option to purchase own shares - - - (194) (194) - (194)
Total contributions by owners of the
Company
6,671 - - (247) 6,424 53 6,477

Balance at 31 March 2021 52,220 208 2,401 (56,550) (1,721) - (1,721)

Balance at 1 April 2021 52,220 208 2,401 (56,550) (1,721) - (1,721)

Comprehensive income/(loss) for the
year

Gain/Loss for the year - - - 59 59 - 59
Other comprehensive income
Items that may be subsequently
reclassified to profit or loss:

Change in foreign currency translation
reserve
- (48) - - (48) - (48)
Change in revaluation reserve for Share
Capital
- - - - - - -
Total comprehensive income/(loss)
for the year
- (48) - 59 10 - 10
Transactions with owners of the
Company

Issue of ordinary shares 4 (251) - - - (251) - (251)
Changed ownership interests of the
parent and the NCI
- - - - - - -
Option to purchase own shares - - - - - - -
Change in share based payment reserve - - - - - - -
Total contributions by owners of the
Company
(251) - - - (251) - (251)

Balance at 30 September 2021 51,969 160 2,401 (56,491) (1,962) - (1,962)




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

Cooks Global Foods Limited
Unaudited Condensed Interim Statement of Financial Position
For the six months ended 30 September 2021
8



30 September 31 March
2021 2021
Notes $'000 $'000

Assets
Current Assets
Cash and cash equivalents 1,235 886
Trade and other receivables 3,556 4,615
Inventories 40 -
Lease receivables 2,626 2,085
Other current assets 991 1,274
Assets classified as held-for-sale 28 29
Current Assets 8,476 8,889

Non-Current Assets
Property, plant and equipment 214 78
Right-of-use assets 88 715
Lease receivables 16,348 16,198
Goodwill 11,715 11,569
Intangible assets 7,700 7,495
Other non-current financial assets 15 15
Non-Current Assets 36,080 36,070

Total Assets 44,556 44,959

Liabilities
Current Liabilities
Trade and other payables 6,437 5,401
Deferred Revenue 897 5,196
Lease liabilities 1,809 1,941
Contingent Consideration 6,675 6,431
Borrowings and other liabilities 1,595 4,150
Current Liabilities 17,414 23,119

Non-Current Liabilities
Deferred Revenue 3,901 1,760
Lease liabilities 17,335 17,138
Deferred tax liabilities 1,293 1,306
Borrowings and other liabilities 6,575 3,357
Non-Current Liabilities 29,104 23,561

Total Liabilities 46,518 46,680

Net Assets/(Liabilities) (1,962) (1,721)

Equity
Share capital 4 51,969 52,220
Accumulated profit/(loss) (56,491) (56,550)
Foreign currency translation reserve 160 208
Share based equity reserve 2,401 2,401
Equity attributable to owners of the parent (1,962) (1,721)
Non-controlling interests - -
Total Equity (1,962) (1,721)



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 2021

9



30-Sep 31-Mar

2021 2021

Notes $'000 $'000


Operating activities


Cash was provided from:
Receipts from customers 4,276 4,242
Cash was applied to:
Interest cost (443) (210)
Payments to suppliers & employees (2,415) (3,995)
Net cash provided from/(applied to) operating activities
1,419 36


Investing activities

Cash was provided from:
Finance income - -
Disposal of discontinued operation, net of cash disposed of - 158
Acquisition of subsidiary, net of cash acquired - 451
Cash was applied to:
Net cash disposed on de-recognition - -
Purchase of property, plant and equipment 1 (103)
Acquisition of intangible assets - -
Payment for funds owed for business acquisitions - -

Net cash provided from/(applied to) investing activities 1 506

Financing activities
Cash was provided from:
Proceeds from borrowings 792 1,651
Proceeds from share issue - -
Cash was applied to:
Principal elements of lease payments (1,542) (736)
Repayment of borrowings (321) (846)
Capital raising costs - -
Interest paid - -
Net cash provided from/(applied to) financing activities (1,071) 69

Net increase/(decrease) in cash and cash equivalents held 348 611
Cash & cash equivalents at beginning of the year 886 255
Effect of exchange rate changes on foreign currency balances - 19
Cash & cash equivalents at end of the year 1,235 886

Composition of cash and cash equivalents:
Bank balances 1,235 886
Overdraft balances - -
1,235 886













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 2021

10

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.



30-Sep 31-Mar

2021 2021

$'000 $'000


Profit/(Loss) after tax
59 (2,545)


Items classified as investing/financing
Interest received - -
Interest cost
Capital raising cost - -

Add non-cash items:
Deferred tax
Depreciation and amortisation 30 819
Share based payment reserve movement
Impairment loss - 48
Net foreign exchange (losses)/gains 48 (370)
Impairment of other assets
Provision for doubtful debt
Fair value (gains)/losses on non-current financial assets at fair value through
profit or loss
Share of losses of associate - -
Impairment of investment in associate - -
Net exchange differences
Share based payments
Warranty recoveries
Add/(Less) movements in assets/liabilities:
Inventories (21) 34
Trade and other receivables (162) (5,514)
Lease receivables - -
Other short-term assets 283 651
Trade payables 1,037 1,410
Lease liabilities
Contract liabilities 138 5,553
Other liabilities 7 (50)
Assets classified as held-for-sale - -
Net cash flow applied to operating activities 1,419 36

















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 2021
11

Management currently identifies the Group’s 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 and Global (covering the NZ Franchise trading entity and all regions owned by third party Master Franchisees).
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:
Continuing operations
30 September 2021
Global
franchising
& design
UK
franchising
Middle East
franchising
& retail
Europe
franchising
& retail Triple Two Supply Corporate Total
Global operational splits $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Revenue 70 796 50 434 2,293 23 - 3,665
Other income - 81 - 54 122 - 80 337
Raw materials and
consumables used
- (1) - (1) (856) - - (857)
Depreciation and
amortisation
- (20) - (3) (6) - (2) (30)
Impairment Loss - - - - - - - -
Property related costs - (10) - (14) (65) - (1) (91)
Employee costs - (288) - (185) (655) - (200) (1,328)
Other expenses (1) (199) - (172) (354) - (344) (1,070)
Operating profit/(loss) 69 358 50 113 480 23 (466) 627
Finance costs 2 (2) (11) (2) (1) (0) (484) (498)
Profit/(Loss) before
income tax
71 356 38 111 479 23 (950) 128
Profit/(Loss) for the year
from continuing
operations
71 356 38 111 479 23 (950) 128

-
Non-current assets
-
Intangible assets
20 4,868 - 21 1 - 2,789 7,700
Property, plant and
equipment
1 26 - 28 84 - 5 143
Goodwill
- 11,715 - - - - - 11,715


Discontinued operations
30 September 2021
UK retail Supply Total

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

Revenue 287 - 287

Other income 11 0 11

Raw materials and consumables used (79) (0) (79)

Depreciation and amortisation - - -

Impairment Loss - - -

Property related costs (83) - (83)

Employee costs (154) - (154)

Other expenses (50) - (50)

Operating profit/(loss) (68) (0) (68)

Finance costs (0) (0) (1)

Profit/(Loss) before income tax (68) (0) (69)

Profit/(Loss) for the year from
continuing operations
(68) (0) (69)

-

Non-current assets -

Intangible assets - - -

Property, plant and equipment 71 - 71

Cooks Global Foods Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2021
12

Continuing operations
30 September 2020

Global
franchising
& design
UK
franchising
Middle
East
franchising
& retail
Europe
franchising
& retail Supply Corporate Total
Global operational splits $'000 $'000 $'000 $'000 $'000 $'000 $'000

Revenue 68 1,160 (6) 350 22 47 1,641
Other income - - - - - - -
Raw materials and
consumables used - (138) - - - - (138)
Depreciation and amortisation (5) (31) - (3) - (41) (80)
Property related costs - (196) - (13) - (11) (220)
Net foreign exchange
(losses)/gains (29) - - - - - (29)
Employee costs (76) (460) - (168) (8) (169) (881)
Other expenses (91) (433) - (219) - (258) (1,002)
Operating (loss)/profit (133) (98) (6) (53) 14 (432) (709)
Finance costs - (4) - (1) - (328) (333)
Share of net loss of associate
accounted for using the equity
method - - - - - - -
Loss before income tax (133) (102) (6) (54) 14 (760) (1,041)
Income tax (expense)/credit - - - - - - -
Loss for the year from
continuing operations (133) (102) (6) (54) 14 (760) (1,041)

Non-current assets
Intangible assets 42 845 - 467 - 1,481 2,835
Property, plant and equipment 13 453 - 25 - 19 510



Discontinued operations
30 September 2020

UK
retail
USA
franchising &
retail Supply Total
Global operational splits $'000 $'000 $'000 $'000

Revenue 157 - 121 278
Other income - - 95 95
Raw materials and consumables used (44) - (126) (170)
Depreciation and amortisation (215) - - (215)
Property related costs 4 - - 4
Net foreign exchange (losses)/gains - - 3 3
Employee costs (63) - (4) (67)
Other expenses (46) 4 6 (36)
Operating (loss)/profit (207) 4 95 (108)
Finance costs (57) - (1) (58)
Share of net loss of associate accounted for using
the equity method - - - -
Loss before income tax (264) 4 94 (166)
Income tax (expense)/credit - - - -
Loss for the year from discontinued operations (264) 4 94 (166)

Non-current assets
Intangible assets - - - -
Assets held for Sale 379 - 43 422

Cooks Global Foods Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2021
13


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
Main 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 2021 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 2021. They also comply with the International Accounting
Standard 34 interim Financial Reporting (IAS 34).
2. Changes in significant accounting policies
The accounting policies applied by the Group in these consolidated interim financial statements are the same as
those applied by the Group in its consolidated financial statements for the year ended 31 March 2021. The Group
has not applied any standards, amendments and interpretations that are not yet effective.
3. Profit / Loss per share
Basic profit / loss per share is calculated by dividing the profit / loss attributable to ordinary shareholders of the
Company by the weighted average number of ordinary shares outstanding for the period.
Diluted profit / 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.
As the condition subject to the EBITDA has not been met at the period ended 30 September 2021, the company
didn't include the contingently issuable shares in the calculations of the Basis EPS nor Diluted EPS.

Cooks Global Foods Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2021
14


30-Sep-21 31-Mar-20

Weighted average ordinary shares issued 602,412,181 602,412,181
Weighted average potentially dilutive options issued - -
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing and discontinued operations:
0.01 (0.42)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from continuing operations:
0.02 (0.42)
Basic and diluted profit/(loss) per share (New Zealand
Cents) from discontinued operations:
- -
Net tangible assets per share (New Zealand Cents)
(3.55) (3.45)

4. 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 (2021: nil). All shares are equally eligible to receive
dividends and the repayment of capital.


Movements of share capital 30-Sep-21 31-Mar-21
Number of Shares issued:
No. of
Shares
No. of
Shares
Ordinary shares opening balance 627,833,831 525,979,949
Ordinary shares issued - 101,853,882
Ordinary shares bought back on-market and
cancelled - -
Total ordinary shares authorised at 30 September 627,833,831 627,833,831

















At 30 September 2021, $nil of the ordinary share capital is unpaid (31 March 2021: $nil).
5. 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, Jackson & Associates Limited, Ascension Capital
and Weihai Station Limited and a trustee of Nikau Trust.
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.

Cooks Global Foods Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2021
15


Aiden Keegan is a director of Esquires Coffee UK Limited.
Graham Hodgetts is a director of Triple Two Coffee Holdings Limited.
Sezan Walker is a director of Triple Two Coffee Holdings Limited.
David Hodgetts is a director of Triple Two Coffee Holdings Limited.
Alistair Tillen is a director of Triple Two Coffee Holdings Limited.
Transactions with related parties

30-Sep 31-Mar
2021 2021
$'000 $'000
Purchases of goods and services
Purchase of management services - 100
Property rental agreement with related party - -
Purchase of other services - -

Interest paid to related parties 216 202

Other transactions
Related party receivables - -
Subscriptions for new ordinary shares - -
Funding loans advanced by related parties 70 717
Subscriptions for ordinary shares to be issued - -


Balances outstanding with related parties
30-Sep 31-Mar
2021 2020
$'000 $'000
Outstanding balances arising from purchases of goods and
services
Entities controlled by key management personnel 676 556
Other related parties

Loans to/from related parties

Loans to related parties
Beginning of the year - -
Loans advanced - -
Satisfaction of related party receivables - -
Loan reduction - -
End of period - -

Loans and other payables to related parties
Beginning of the year 3,793 2,894
Loans advanced 70 100
Reclassification from/(to) other liabilities - (80)
Other liability to related parties from business acquisitions - 650

Cooks Global Foods Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2021
16

Satisfaction of related party receivables - -
Net foreign exchange effects (21) 52
Interest charged 214 379
Interest paid (216) (202)
End of period 3,840 3,793


Director transactions



30-Sep 31-Mar

2021 2021
$'000 $'000
Directors fees
40 80
Salaries, wages and contractor payments
352 333
392 413


6. Capital Commitments, Contingent Liabilities
There were no capital commitments as at 30 September 2021 (31 March 2021: $nil).
There were no changes in capital commitments, contingent liabilities and contingent assets that would require
disclosure for the six months ended 30 September 2021 (31 March 2021: $nil).
7. Going Concern
The Group reported a profit from continuing operations of $128,000 (2020: loss of $1,041,000) and operating cash
inflows of $1,419,000 (2020: cash inflows of $568,000) for the six-month period to 30 September 2021.
As at 30 September 2021 the Group has reported Net Liabilities of $1,962,000 (2020: Net Liabilities of $75,000)
and current liabilities exceed current assets by an amount of $8,937,000 (2020: $5,217,000).
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.
The Directors forecast that the Group can manage its cash flow requirements at levels appropriate to meet its cash
commitments for the foreseeable future being a period of at least 12 months from the date of authorisation of these
consolidated financial statements. In reaching this conclusion, the Directors have considered the achievability of
the plans and assumptions underlying those forecasts. The key assumptions include:
• Opening new stores in the United Kingdom & Ireland in FY22 and beyond
• Government restrictions in UK & Ireland have eased, and this is leading to increased economic activity.
• Group’s ability to successfully conclude present discussions regarding the roll-over of existing debt
• Group’s ability to raise debt or equity funds as part of an overall strategy to re-gear the balance sheet as
part of the capital raising that is planned
The ability of related parties of Keith Jackson to continue to provide funding as required, and market conditions
which the Group operates in, including impacts of Covid-19.
The Directors have reasonable expectation that the Group has sufficient headroom in its cash resources and
shareholder support to allow the Group to continue to operate for the foreseeable future or alternatively it can
manage its working capital requirements to create additional required headroom.
Any significant departure from the above assumptions may cast significant doubt over the ability to continue as a
going concern for the foreseeable future.

Cooks Global Foods Limited
Notes to and forming part of the Unaudited Interim Financial Statements
For the six months ended 30 September 2021
17

Whilst the Directors acknowledge that there are capital raising, 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. In particular, the Directors received a confirmation from related parties of Keith Jackson, that they
will continue to financially support the Group for the foreseeable future. They note the Group 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 recovery from
the various government imposed restrictions related to Covid-19, restructuring activities that have been undertaken,
most recently with the sale of the Scarborough Fair business in NZ plus the disposal of assets held for sale in the
UK, along with reductions in corporate office costs, the acquisition of Triple Two in the United Kingdom, to reduce
the extent of cash outflow and improve profitability.
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, ongoing discussions in the UK and Ireland relating to potential acquisitions, rationalising the
business wherever possible to concentrate on core business activity and greater focus on improving existing core
business activities.
After considering all available information, the Directors have concluded 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, there is sufficient headroom in available cash resources, 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.
8. Business Combination completed in prior period
TRIPLE TWO ACQUISITION

On 19
th
June 2020, CGF acquired 100% of the issued shares in Triple Two Coffee Holdings Limited for the
consideration of 102 million CGF shares. The sale and purchase agreement contains an earn out provision
whereby the vendors can increase their consideration when results in any of the calendar years of 2020 to 2022
are in excess of the performance in the base year which was 2019. Further details are discussed in section (ii)
below.

Triple Two Coffee had 20 franchised cafes in the UK as at the end of September 2021 and has been one of the
more highly recruited franchises in the UK since the start of 2019. Triple Two currently operate across a number
of regions in the UK, with the initial flagship store opening in Swindon in August 2016. The acquisition has
increased the group’s market share and provided economies of scale.


Contingent consideration

There is an earn out provision whereby Triple Two can increase their consideration by improving on the
performance in the base year which was calendar year 2019 and in any calendar year from 2020 to 2022. The
estimated consideration is based on the forecasted results budgeted EBITDA from the calendar years 2021 and
2022.

The Directors have determined that no adjustment will be made to contingent consideration for the half year
accounts to 30 September 2021. Given there is uncertainty in the market and with COVID restrictions continuing
around the world, the Directors have determined that a full analysis of the consideration be determined at year-
end when there is more certainty around the performance of the business unit. Specific to the terms around the
consideration is EBITDA performance to the calendar year-end 31 December 2021 and 2022, which at this time
cannot be determined for reliable use and distribution to the market.
9. Subsequent Events
There were no material events subsequent to the end of the six-month period ended 30 September
2021 that would require disclosure.

18

Company Directory


Company number: 2089337
Year of incorporation: 2008
Registered office: Level 1, 96 St Georges Bay Road
Parnell, Auckland, 1052
Nature of business: Food & beverage industry
Directors: Graeme Keith Jackson
Michael George Rae Hutcheson
Peihuan Wang
Paul Valentine Mark Elliott
Qiang Kui
Solicitors: Duncan Cotterill
Wellington
Bankers: ANZ Bank, Auckland
Auditors: Williams Buck Audit (NZ) Limited
Share registry: Link Market Services Limited
Auckland

---

Results announcement
(for Equity Security issuer/Equity and Debt Security
issuer)
Updated as at 26 November 2021


Results for announcement to the market
Name of issuer Cooks Global Foods Limited
Reporting Period 6 months to 30 September 2021
Previous Reporting Period 6 months to 30 September 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$4,002 144%
Total Revenue $4,002 144%
Net profit/(loss) from
continuing operations
$128 112%
Total net profit/(loss) $11 101%
Interim/Final Dividend
Amount per Quoted Equity
Security
There are no proposed dividends.
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable

Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
-0.34 cents -0.55 cents
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Not Applicable
Authority for this announcement
Name of person authorised
to make this announcement
Keith Jackson
Contact person for this
announcement
Keith Jackson
Contact phone number 021 702 509
Contact email address keith.jackson@cooksglobalfoods.com
Date of release through MAP 25/11/2021

Unaudited financial statements accompany this announcement.