2020 Annual Report
1
COOKS GLOBAL FOODS LIMITED
ANNUAL REPORT
31 MARCH 2020
COOKS GLOBAL FOODS LIMITED
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Contents to Consolidated Financial Statements
Contents 2
Executive Chairman’s Report 3
Directors’ Report 11
Independent Auditors’ Report 12
Consolidated Statement of Profit or Loss and Other
Comprehensive Income 17
Consolidated Statement of Changes in Equity 18
Consolidated Statement of Financial Position 19
Consolidated Statement of Cash Flows 20
Statement of Accounting Policies 21
Notes to the Consolidated Financial Statements 21
Statutory Information and Corporate Governance 67
Company Directory 79
COOKS GLOBAL FOODS LIMITED
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Executive Chairman’s Report
Highlights
• Operating loss from continuing operations before depreciation, amortisation & finance
charges improved to $35k compared to prior year loss of $2.4 million.
• Cash flow from continuing operations was $193k positive after deducting interest of
$1,414K compared to prior year loss of ($2,404k) after deducting interest of $289k as
restructuring initiatives are implemented and the results are being realised.
• Group revenue from continuing activities increased 4.3% to $4.2 million.
• The Covid-19 impact in all markets applied from mid-March with the revenue declines
supported by various levels of government support packages that mitigated the full impact.
• All operating markets are now recovering as the various government lockdown measures
are relaxed. Average sales for July and the first two weeks of August across our major
markets of UK and Ireland are 100% and 82% respectively for open stores compared to
the same weeks for last year.
• Performance for the above 6-week period has been 148% of the revised internal budgets
for UK & 121% for Ireland showing a stronger recovery than was projected. Central city
stores however have been the most affected negatively as workers continue to work from
home and tourism into the major cities is severely reduced. Neighbourhood outlets have
experienced strong recoveries.
• There was a slowing of new store growth as openings were deferred due to the Covid
close downs, but this program is now being revived as the various economies reopen.
• There were no store closures attributable to Covid-19 within the reporting period.
Revenue from continuing operations was $4.2 million which was 4.3% ahead of last year’s
comparatives, with revenue from discontinued operations being $2.9 million which was 53.4%
ahead of last year’s comparatives. Overall revenue for the 12 months thereby rose 20.1% to
$7.1 million as we saw the full year impact of the short term holding of 4 stores in the UK
contribute to the sales value growth. These stores along with the New Zealand FMCG
operations have been determined to be non-core and have been closed or sold as part of the
drive to improve cash profitability.
The group is focused on profitably growing core business and divesting non-core activities,
and this has resulted in benefits during FY20 which will be further evidenced in FY21 and
beyond as the company comes out of the Covid period.
The UK business was re-organised in FY19 with a focus on developing regional master
franchisees and the strengthening of operational management. This change is working
positively and to date three regions have been sold and the results of this are being shown
with faster growth as local developers ramped up activity. This has slowed in the Covid period
but is regaining momentum as government controls are relaxed.
As discussed above 4 stores were held and operated by the company for various periods as
part of a plan to sell the businesses to new franchisees. This process is well advanced, and
the stores are classified as discontinued business. One store was closed in March and the
others are in the process of being sold to new franchisees.
The company has restructured the Middle East operations and are now working with key
supply partners to provide local servicing to our franchisees rather than having our own
operations and staff in the region. This has resulted in cost reduction whilst aligning supply
COOKS GLOBAL FOODS LIMITED
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sources with our UK and Irish businesses and providing in-market services through third
parties who represent international business partners.
The Scarborough Fair tea and Grounded coffee brands were determined to be non-core and
were sold with a sale agreement concluded in July 2020.
The major focus of the business is cafes in UK, Ireland and Europe plus providing support to
our master franchise partners in the Middle East, Pakistan, Canada and Indonesia.
TRIPLE TWO ACQUISITION
Cooks Global Foods acquired the fast-growing Triple Two Café chain in June 2020. Triple
Two Coffee franchises 13 cafes in the UK and has been one of the most highly recruited
franchises in the UK since the start of 2019. Triple Two currently operate across several
regions in the UK, with the initial flagship store opening in Swindon in August 2016. They now
have sites trading in major towns and cities across the UK, such as London, Colchester,
Oxford, Cheltenham, Cirencester and Hove.
Triple Two Coffee provided a significant benefit to our scale and critical mass in the UK. Triple
Two adds 13 stores to the existing 44 store UK network and provides vital critical mass. There
are numerous synergies with the existing UK business that will prove valuable in the future.
The images below show the staff at Royal Wharf in London on opening day and the Colchester
store.
COOKS GLOBAL FOODS LIMITED
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BUSINESS PERFORMANCE BY MARKET
THE UNITED KINGDOM
UK store numbers increased to 44 at the end of March up from 39 at the same time a year
ago. During the year 7 stores were opened and 2 closed. Constant currency coffee store sales
for the year increased to $20.9 million from $20.6 million in the same period a year ago. Most
of the new stores were opened in the second half of FY20 and sales for the first 2 months of
the final quarter were 9.2% up on FY19 but this was offset by the closures due to Covid-19 in
March when sales were 73% of FY19.
During the period from April to June 2020 we had very few stores open as cafes could only
offer takeout and many were required to be closed given the government restrictions that
applied. During this period shopping mall stores were unable to open and public places such
as museums and libraries where the company has stores were also closed. As restrictions
have been lifted it has been the community-based stores that have recovered better than the
central city, High street or mall stores.
The sales recovery post Covid has been very encouraging with sales for July & the first 2
weeks of August in the UK being 100%% of last year’s levels for stores open and 148% of
the revised Covid adjusted budget set in early April. Outlets were able to open from 4
th
July
under strict conditions that included social distancing guidelines, strict sanitisation and
personal hygiene requirements.
There have been different responses in different channels as is shown in the graph below.
The central city stores have been impacted in both UK & Ireland with sales at 39% of last
year and 54% of the revised budget. Other channels have positive results against revised
budget and retail parks & neighbourhood stores have recovered particularly strongly.
Shopping Malls have been positive when it is considered that some continue to operate on
reduced hours and trading days.
The government supported program to reduce VAT from 20% to 5% for the period August
2020 to January 2021 is assisting along with the “Eat Out, Help Out” program where the UK
Government pays 50% of the bill up to a maximum of £10 per person for Monday-
Wednesday during August. The wage subsidy scheme in the UK acted for the period from
April to July and was paid at a level of 80% of workers salaries for workers who were
furloughed. The company took advantage of this generous support and staff have been
COOKS GLOBAL FOODS LIMITED
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progressively returning since the easing of the restrictions. All staff have been retained
through the lockdown period.
The company has also had an active new store development plan in place which was
accelerating pre Covid and total sales included a 23% of total sales contribution from stores
that were not open in the same period 2019. The program has been restarted from July and
to date.
The UK business strategy is to establish regional franchise developers and as part of this, it
has restructured the regional franchise fee and royalty schedule to better incentivise
franchisees.
Continuing operations in the UK division demonstrate positive operating profits of $0.2
million, with discontinued operations representing operating losses of $0.8 million.
Triple Two profitability prior to the acquisition was $1.2 million for the FY20 financial year. This
business will be additive to earnings and cash flows post acquisition in FY21.
As the UK recovers from the Covid-19 impact we look forward to seeing the momentum
return and with the combined Esquires and Triple Two brands we believe we are well placed
to deliver strong and sustainable results.
IRELAND AND EUROPE
Constant currency total store sales in Ireland were 4.5% ahead of FY19 despite the impact
of COVID-19 on March 2020 sales. During the year we added one new store in Ireland and
that was only opened for 4 days in March before it had to close due the government
regulations. Prior to this, constant store sales were 5.1% ahead of the prior year in local
currency.
During the period from April to June there were very few stores open as cafes could only
offer takeout and many were required to be closed given the government restrictions that
applied to certain locations. During this period shopping mall stores were unable to open.
As restrictions have been lifted it has been the community-based stores that have recovered
better than the central city or mall stores.
The sales recovery post Covid has been encouraging with sales for July and the first 2
weeks of August in Ireland being 82% of last year’s levels for stores open and 121% of the
revised Covid adjusted budget set in early April. Outlets were able to open from 29
th
June
under strict conditions that included social distancing guidelines, strict sanitisation, and
personal hygiene requirements.
There have been different responses in different channels as is shown in the graph below.
The central city stores have been impacted in both UK & Ireland with sales at 45% of last
year and 70% of the revised budget. In a similar way to the UK we did not fully appreciate
the potential impact on the central city working environment and the impact of the lack of
tourists on the city when the budgets were revised in March. Other channels have positive
results against revised budget and retail parks have recovered particularly strongly with
sales at 124% of last year & 142% of the revised budget. Shopping Malls have been positive
when it is considered that some continue to operate on reduced hours and trading days.
COOKS GLOBAL FOODS LIMITED
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The region posted an operating profit of $0.1 million compared against an operating loss of
$0.2 million in the same period a year ago, resulting from increased revenue in Ireland offset
against increased costs representing investment in the European region.
GLOBAL AND MIDDLE EAST
Cooks operating revenue in the combined segments fell from $1.4 million to $1.3 million,
with the fall relating to decreased international product sales to the Middle East. The
segments posted a favourable operating profit of $0.7 million compared to an operating loss
of $0.5 million in the same period a year ago, largely due to significantly lower staffing costs,
legal and consulting fees than incurred in the prior year. There was a significant reduction in
staffing related to the Design business, equating to a comparative cost saving of $0.7 million
per annum.
SUPPLY AND CORPORATE
Revenue at the supply businesses increased to $1.2 million from the same period a year
ago at $0.8 million with strong gains in revenue in the new carbon-neutral Grounded coffee
brand offset by weakness in Scarborough Fair’s other brands. The Crux supply business
also recorded weaker sales, and this was due largely to the timing of shipments to and from
its customers offshore.
Supply operating losses rose to $0.4 million compared to $0.3 million at the same time a
year ago.
Corporate operating losses were $1.2 million, improved from an operating loss of $1.6
million last year due to overall reduced expenses, particularly in relation to legal and
consulting fees.
COOKS GLOBAL FOODS LIMITED
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BALANCE SHEET
Borrowings decreased to $5.5 million from $5.7 million at the same time a year ago. These
include loans from entities associated with Executive Chairman Keith Jackson as well as
certain convertible loan notes. Cooks continues to pursue alternative funding options to
better reflect the appropriate mix of equity and debt requirements for the business.
Lease receivables of $18.3 million and right-of-use assets of $2.5 million, lease liabilities of
$20.9 million have been recognised this year, following the adoption of NZ IFRS 16 Leases
from 1 April 2019.
CHINA BUSINESS CARRYING VALUE
The Directors have been carefully reviewing the carrying value of the China investment in
accordance with the current activities of the Chinese company and its future plans and have
decided to re-evaluate the carrying value.
In the later part of 2019, there has been continued restructuring of the business and the closure
of all but 8 cafes due to adverse trading that was further exacerbated during the lockdown
period in China from Covid-19. Of the operational cafes at the end of March 2020, 6 were in
Shandong Province, one in Beijing and the other in Shanghai.
During the FY20 financial year the Chinese company purchased a coffee roastery which has
the capacity of 1,800 tonnes of coffee per annum, the roastery has secured the coffee supply
to a number of high-profile café customers in Shanghai.
There are numerous opportunities for growth in all segments and there are a number of new
business opportunities being worked on by the high calibre team based in Shanghai.
The Chinese operations are now undergoing a significant re-focus of their operations under
the lead of the majority shareholders.
The Chinese company will no longer seeking to grow a large franchise operation in China,
instead is pursuing an opportunity related to self-serve coffee outlets. There is no requirement
for Cooks Global Foods to provide any funds for this new investment strategy. However, as a
result of this change in business, the Directors have concluded that it is probable there will be
no positive cash-flows from this investment in the near future, and that no value can be
ascribed to any potential future value. As a result, the Directors have fully impaired the
investment in the associate as at 31 March 2020, leading to a write down of $2.5 million in the
FY20 accounts.
COOKS GLOBAL FOODS LIMITED
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OUTLOOK
Cooks Global Foods generated significant momentum in the second half of FY20 and this
had begun to show benefits in scale and profitability with a strong pipeline of new stores
coming on stream in both core markets in the second half of the year.. The first stages of
these benefits are evidenced in the result for the FY20 year. The timing of the Covid-19
pandemic has been unfortunate to say the least and at this time we cannot accurately
determine the impact. We believe that the business model is sound with the focus on clearly
defined core business areas that we can scale and we are well placed to emerge from the
outbreak with our ability to respond to local customer preferences through the franchise
network placing us well for the recovery. The acquisition of Triple Two Coffee will be positive
in FY21 and beyond as this high growth business delivers on its potential.
We remain focussed on safeguarding the business both growing the business in core
markets and reducing costs in order to endure these uncertain times and be able to take
opportunities that may present themselves in the months to come.
We would like to thank all shareholders, staff, franchisees, suppliers and our valued
customers for their continued support.
ESQUIRES OPERATING METRICS
12 MONTHS TO 31 MARCH 2020
TOTAL NETWORK
2020
2019
VARIANCE
Esquires Coffee Store sales
NZ $48,657,181
NZ $49,328,111
-1.36%
Transactions
4,633,645
4,662,293
-0.61%
Average transaction value
NZ $10.50
NZ $10.58
-0.75%
STORE NUMBERS
MAR
MAR
2020
OPENED
CLOSED
2019
UK
44
7
2
39
Canada
1
0
1
2
Asia
73
62
23
34
Europe
15
1
1
15
Middle East
18
3
6
21
TOTAL
151
73
33
111
GLOSSARY OF TERMS USED RELATING TO ESQUIRES OPERATING METRICS:
Constant Currency:
All references to sales and transaction values 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.
COOKS GLOBAL FOODS LIMITED
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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.
Transactions:
Transactions relate to the total individual transactions, which occur within Esquires branded
coffee stores, whether franchised or owned. A transaction is defined as a single financial
transaction for food, beverage or product that is processed through the point-of-sale system
within a coffee store.
Average Transaction Value:
Average transaction values are derived by dividing total Esquires coffee store sales by total
transactions recorded over the period.
Total (Store) Network:
All stores whether owned, (in full or as part of an associate, such as in the case of the China
business), or franchised, which operate under a brand owned by companies within the
Cooks Global Foods
COOKS GLOBAL FOODS LIMITED
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Directors’ report
The directors of Cooks Global Foods Limited are pleased to present to shareholders the
Annual Report and consolidated financial statements for Cooks Global Foods Limited and its
controlled entities (together the “Group”) for the year ended 31 March 2020.
The directors are responsible for presenting consolidated financial statements in accordance
with New Zealand law and generally accepted accounting practice, which give a true and fair
view of the financial position of the Group as at 31 March 2020 and their financial performance
and cash flows for the year ended on that date.
The directors consider that the consolidated financial statements of the Group have been
prepared using appropriate accounting policies, consistently applied and supported by
reasonable judgements and estimates and that all relevant financial reporting and accounting
standards have been followed.
The directors believe that proper accounting records have been kept which enable, with
reasonable accuracy, the determination of the financial position of the Group and facilitate
compliance of the consolidated financial statements with the Financial Reporting Act 2013.
The directors consider they have taken adequate steps to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
The directors note that there were no material changes in the nature of the business
undertaken by the Company in the past year.
Going Concern
The directors consider that using the going concern assumption is appropriate having
reviewed cash flow projections of the Group which are based on several key assumptions
such as the outcome of current funding discussions.
Greater detail of the going concern assumptions and the cash generating initiatives currently
underway are detailed in Note 4 of the consolidated financial statements.
Donations & Audit Fees
The Group made no donations during the past year. Amounts paid to William Buck for audit
and other services are shown in Note 21 of the consolidated financial statements.
Other Statutory Information
Additional information required by the Companies Act 1993 is set out in the Regulatory
Disclosures and Shareholder Information sections.
The directors present the consolidated financial statements set out in pages 17 to 66, of Cooks
Global Foods Limited and its controlled entities for the period 1 April 2019 to 31 March 2020.
The Board of Directors of Cooks Global Foods Limited authorised these consolidated financial
statements for issue on 31 August 2020.
Keith Jackson Paul Elliott
Executive Chairman Director
Cooks Global Foods Limited
Independent auditor’s report to the Shareholders
Report on the Audit of the Consolidated Financial
Statements
Qualified Opinion
We have audited the consolidated financial statements of Cooks Global Foods Limited and
its subsidiaries (the Group), which comprise the consolidated statement of financial
position as at 31 March 2020, and the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, except for the matter expressed in the Basis for Qualified Opinion section of
our report, the accompanying consolidated financial statements give a true and fair view of
the consolidated financial position of the Group as at 31 March 2020, and of its
consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with New Zealand equivalents to International Financial Reporting
Standards (NZ IFRS).
Basis for Qualified Opinion
The 31 March 2019 financial statements were audited by another auditor who expressed a
disclaimer of opinion on those consolidated financial statements. We have been unable to
obtain sufficient appropriate audit evidence that Investment in Associate was correctly
recorded at 31 March 2019. As a result of this matter, we were unable to determine
whether any adjustments might have been necessary in respect of the Investment in
Associate at 31 March 2019, the share of net loss of investment in associate accounted for
using the equity method, Impairment of investment in associate and the resultant impact
on Total comprehensive loss for the year ended 31 March 2020.
We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (ISAs (NZ)). Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group in accordance with Professional
and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, Cooks
Global Foods Limited or any of its subsidiaries.
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Material Uncertainty Related to Going Concern
We draw attention to Note 4 in the financial statements, which indicates that the Group incurred a total
comprehensive loss of $5,183,000 for the year ended 31 March 2020 and, as of that date, the Group’s total
liabilities exceeded its total assets (negative equity) by $5,711,000.
As stated in Note 4, these events or conditions, along with other matters as set forth in Note 30 in relation
to Events after the reporting period, indicate that a material uncertainty exists that may cast significant
doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
INVESTMENT IN ASSOCIATE
Area of focus - Refer also to Note 14.2 How our audit addressed it
The Group had a significant investment in an
Associated Company, located in China. That
business has restructured its operations and
closed all but 8 of its cafes. The Group has fully
impaired the investment at 31 March 2020.
Our audit procedures included:
— Analysed the Group’s impairment assessment
— Reviewed available financial information from the
Associated company
— Considered the accounting treatment of the
investment
— Ensure appropriate disclosure has been included in
the financial statements
— We were unable to assess what provision would
have been required on the Opening Balance, and
the resultant impact on current year impairment
charge
INTANGIBLE ASSETS
Area of focus - Refer also to Note 15 How our audit addressed it
The Group has significant indefinitely lived
intangible assets relating to the Global
(excluding a few countries) franchise rights of
Esquires Coffee. The Group has assessed that
the useful life of these intangible assets to be
indefinite.
Our audit procedures included:
— Assessed the useful life of the assets
— Analysed the Group’s impairment assessment
— Performed stress testing of the key assumptions
— Obtained independent expert advice on the
Discount rates applied
— Ensure appropriate disclosure has been included in
the financial statements
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REVENUE RECOGNITION
Area of focus - Refer also to Note 3.9 How our audit addressed it
The Group implemented NZ IFRS 15 Revenue
Recognition in the year ended 31 March 2019
which the previous auditor referred to in their
disclaimer of opinion.
Our audit procedures included:
— Reviewed the detailed NZ IFRS 15 analysis
prepared by independent accounting experts
subsequent to the date of finalising the 2019
financial statements
— Tested the impact of applying NZ IFRS 15 on the
Group’s various revenue streams
— Tested key transactions relating to revenue
recorded by the Group
— Ensure appropriate disclosure has been included
in the financial statements
LEASES
Area of focus - Refer also to Notes 3.3 & 3.4 How our audit addressed it
The Group implemented NZ IFRS 16 Leases in
the year ended 31 March 2020. This has a
significant impact on the Group’s financial
statements.
Our audit procedures included:
— Reviewed the detailed analysis prepared by
independent accounting experts on the impact of
NZ IFRS 16 on the Group’s various leases
— Tested key transactions relating to leases of the
Group
— Tested for completeness
— Ensure appropriate disclosure has been included
in the financial statements
DISCONTINUED OPERATIONS
Area of focus - Refer also to Note 13.5 How our audit addressed it
During the year the Group commenced a
process to dispose of certain non-core portions
of the operations. The Group has determined
that this meets the definitions of a discontinued
operation.
Our audit procedures included:
— Reviewed the detailed analysis for compliance
with NZ IFRS 5 Discontinued Operations by the
Group
— Assessed the estimated proceeds to arise from
the disposal process
— Ensure appropriate disclosure has been included
in the financial statements
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Information Other than the Consolidated Financial Statements and Auditor’s Report
Thereon
The directors are responsible for the other information in the Annual Report. The other information
comprises the information in the Annual Report that accompanies the consolidated financial statements and
the audit report. Our opinion on the consolidated financial statements does not cover the other information
and we do not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this
regard.
Other Matter
The financial statements of The Group for the year ended 31 March 2019 were audited by another auditor
who expressed a Disclaimer of Opinion on those statements on 8 August 2019. Their opinion was a
disclaimer on three matters:
1. Their inability to obtain sufficient audit evidence that the Group was a going concern;
2. Their inability to obtain sufficient audit evidence to support the carrying amount of the Group’s
Investment in Associate, the Group’s share of the Associates net loss for the year, and related
disclosures; and
3. Their inability to obtain sufficient audit evidence to support the Group’s adoption of NZ IFRS 15
Revenue from Contracts with Customers and the appropriateness of the revenue recognition
policies adopted and disclosures made.
They considered that the impact of the above matters to be material and pervasive to the consolidated
financial statements of the Group for the year ended 31 March 2019.
Directors’ Responsibilities
The directors are responsible on behalf of the entity for the preparation of consolidated financial statements
that give a true and fair view in accordance with New Zealand equivalents to International Financial
Reporting Standards, and for such internal control as the directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an
audit conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
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A further description of our responsibilities for the audit of these financial statements is located at the
External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement director on the audit resulting in this independent auditor’s report is Darren Wright.
Restriction on Distribution and Use
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken
so that we might state to the Company’s shareholders those matters which we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for
our audit work, for this report or for the opinions we have formed.
William Buck Audit (NZ) Limited
Auckland
31 August 2020
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COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 31 March 2020
17
31-Mar31-Mar
20202019
Notes$'000$'000
Continuing operations
Revenue5
4,190
4,019
Other income
12
103
Raw materials and consumables used
(133)
(78)
Depreciation and amortisation15,16
(187)
(228)
Property related costs
(126)
(225)
Net foreign exchange (losses)/gains
(69)
(232)
Employee costs6
(1,806)
(2,294)
Other expenses7
(2,103)
(3,697)
Operating profit/(loss)(222)(2,632)
Finance costs8
(687)
(742)
Impairment of investment in associate14.2
(2,520)
-
Share of net loss of associate accounted for using the equity
method
14.2(168)
(399)
Loss before income tax(3,597)(3,773)
Income tax (expense)/credit9
7
(4)
Loss for the year from continuing operations(3,590)(3,777)
Net loss for the year from discontinued operations13.4
(1,593)
(1,036)
Net loss for the year (5,183)(4,813)
Loss attributable to:
- Shareholders of the parent(5,208)(4,803)
- non-controlling interests
25
(10)
(5,183)(4,813)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Change in foreign currency translation reserve
(99)
150
Change in share based equity reserve19.3
-
575
Other comprehensive income after tax(99)725
Total comprehensive loss for the year
(5,282)
(4,088)
Attributable to:
- Shareholders of the parent(5,307)(4,078)
- non-controlling interests
25
(10)
(5,282)(4,088)
Total comprehensive loss for the year attributable to
Shareholders of the parent arises from:
- Continuing operations(3,689)(3,052)
- Discontinued operations13.4
(1,593)
(1,036)
(5,282)(4,088)
Loss per share:
Basic and diluted loss per share (New Zealand Cents) from
continuing and discontinued operations:
19.2(1.06)(0.98)
Basic and diluted loss per share (New Zealand Cents) from
continuing operations:
19.2(0.73)(0.77)
Basic and diluted loss per share (New Zealand Cents) from
discontinued operations:
19.2(0.33)(0.21)
This statement should be read in conjunction with the notes to the consolidated financial statements.
COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Changes in Equity
For the year ended 31 March 2020
18
Share Capital
Foreign
currency
translation
reserve
Share based
payment
reserve
Accumulated
Losses
Total
Non-
controlling
interest
Total Equity
Notes
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 April 2018
42,687
99
1,588
(42,535)
1,839
(68)
1,771
IFRS 15 Revenue adjustment to Accumulated Losses
-
-
-
(1,212)
(1,212)
-
(1,212)
Adjusted balance at 1 April 2019
42,687
99
1,588
(43,747)
627
(68)
559
Comprehensive loss for the year
Loss for the year
-
-
-
(4,803)
(4,803)
(10)
(4,813)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Change in foreign currency translation reserve
-
150
-
-
150
-
150
Change in share based payment reserve
-
-
575
-
575
-
575
Total comprehensive income/(loss) for the year
-
150
575
(4,803)
(4,078)
(10)
(4,088)
Transactions with owners of the Company
Ordinary shares to be issued
19.1
(170)
-
-
-
(170)
-
(170)
Total contributions by owners of the Company
(170)
-
-
-
(170)
-
(170)
Balance at 31 March 2019
42,517
249
2,163
(48,550)
(3,621)
(78)
(3,699)
Balance at 1 April 2019
42,517
249
2,163
(48,550)
(3,621)
(78)
(3,699)
Comprehensive loss for the year
Loss for the year
-
-
-
(5,208)
(5,208)
25
(5,183)
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Change in foreign currency translation reserve
-
(99)
-
-
(99)
-
(99)
Total comprehensive income/(loss) for the year
-
(99)
-
(5,208)
(5,307)
25
(5,282)
Transactions with owners of the Company
Issue of ordinary shares
19
3,032
-
-
-
3,032
-
3,032
Change in share based payment reserve
19.3
-
-
238
-
-
-
238
Total contributions by owners of the Company
3,032
-
238
-
3,032
-
3,270
Balance at 31 March 2020
45,549
150
2,401
(53,758)
(5,896)
(53)
(5,711)
Attributable to Equity holders of the Company
This statement should be read in conjunction with the notes to the consolidated financial statements.
COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Financial Position
As at 31 March 2020
19
31-Mar
31-Mar
2020
2019
Notes
$'000
$'000
Current Assets
Cash and cash equivalents
10
255
450
Trade and other receivables
11
951
296
Inventories
12
53
219
Lease receivables
20.1
1,670
-
Other current assets
11
608
761
Assets classified as held-for-sale
13.4
422
-
Current Assets
3,959
1,726
Non-Current Assets
Intangible assets
15
2,840
2,842
Property, plant and equipment
16
145
787
Right-of-use assets
20.1
2,468
-
Investments accounted for using the equity method
14.2
-
2,688
Lease receivables
20.1
16,653
-
Other non-current financial assets
15
15
Non-current assets
22,121
6,332
Total Assets
26,080
8,058
Liabilities
Current Liabilities
Trade and other payables
17
3,996
4,565
Bank overdraft
10
-
148
Deferred Revenue
5
211
163
Lease liabilities
20.1
2,112
-
Borrowings and other liabilities
18
3,431
5,514
Current liabilities
9,750
10,390
Non-Current Liabilities
Deferred Revenue
5
1,192
1,146
Lease liabilities
20.1
18,758
-
Borrowings and other liabilities
18
2,091
221
Non-current liabilities
22,041
1,367
Total Liabilities
31,791
11,757
Net Assets/(Liabilities)
(5,711)
(3,699)
Equity
Share capital
19.1
45,549
42,517
Accumulated losses
(53,758)
(48,550)
Foreign currency translation reserve
3.7
150
249
Share based equity reserve
19.3
2,401
2,163
Equity attributable to owners of the parent
(5,658)
(3,621)
Non-controlling interests
(53)
(78)
Total equity
(5,711)
(3,699)
Director Director
The consolidated financial statements were approved for issue for and on behalf of the Board as at
31 August 2020.
This statement should be read in conjunction with the notes to the consolidated financial statements.
COOKS GLOBAL FOODS LIMITED
Consolidated Statement of Cash Flows
For the year ended 31 March 2020
20
31-Mar
31-Mar
2020
2019
Notes
$'000
$'000
Operating activities
Cash was provided from:
Receipts from customers
12,824
5,893
Cash was applied to:
Interest cost
(1,414)
(289)
Payments to suppliers & employees
(11,217)
(8,008)
Net cash provided from/(applied to) operating
activities
22
193
(2,404)
Investing activities
Cash was applied to:
Purchase of property, plant and equipment
(80)
(194)
Acquisition of intangible assets
(8)
-
Net cash provided from/(applied to) investing
activities
(88)
(194)
Financing activities
Cash was provided from:
Proceeds from borrowings
1,712
3,259
Proceeds from share issue
-
1,139
Cash was applied to:
Principal elements of lease payments
(1,855)
-
Repayment of borrowings
-
(1,032)
Net cash provided from/(applied to) financing
activities
(143)
3,366
Net increase/(decrease) in cash and cash
equivalents held
(38)
768
Cash & cash equivalents at beginning of the year
302
(466)
Effect of exchange rate changes on foreign
currency balances
(9)
-
Cash & cash equivalents at end of the year
10
255
302
Composition of cash and cash equivalents:
Bank balances
10
255
450
Overdraft balances
10
-
(148)
255
302
This statement should be read in conjunction with the notes to the consolidated financial statements.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
21
1. Nature of operations
Cooks Global Foods Limited (“CGF” or the “Company”) and its controlled entities (the “Group”)
principal activity is the food and beverage industry with the primary focus being on operating a
network of cafes internationally generally via franchised operations.
2. General information and statement of compliance
Cooks Global Foods Limited is the Group’s ultimate parent company, is incorporated and
domiciled in New Zealand and is listed on the Main board of the New Zealand stock exchange.
The address of its registered office and its principal place of business is 3 City Road, Auckland,
New Zealand.
Cooks Global Foods Limited is a company registered under the Companies Act 1993 and is an
FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The consolidated
financial statements of the Group have been prepared in accordance with the requirements of
Part 7 of the Financial Markets Conduct Act 2013 and the NZX Market Listing Rules.
The consolidated financial statements comprise the Company, its controlled entities and its
associates (together the “Group”). See Note 14.1.
For the purposes of complying with NZ GAAP, the Group is a Tier 1 for-profit entity. The
Company’s consolidated financial statements comply with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS). They comply with the International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards
Board (IASB) and IFRIC interpretations.
The information in the consolidated financial statements is presented in New Zealand dollars
which is the functional currency of the ultimate parent company. Amounts in the consolidated
financial statements have been rounded off to the nearest thousand, or in certain cases, the
nearest dollar unless otherwise stated.
The consolidated financial statements for the year ended 31 March 2020 (“FY20”) were
approved and authorised for issue by the Board of Directors on 31 August 2020.
3. Summary of accounting policies
3.1. Going concern
The directors have prepared the consolidated financial statements on the going concern basis.
In doing so significant judgement has been applied. For further details of these assumptions
and other associated material uncertainties refer to Note 4.
3.2. Overall considerations
The principal accounting policies applied in the preparation of these financial statements are
set out in the accompanying notes where an accounting policy choice is provided by NZ IFRS,
is new or has changed, is specific to the Group’s operations or is significant or material.
These policies have been consistently applied to all the years presented, unless otherwise
stated.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
22
The consolidated financial statements have been prepared using the historic cost basis with
the exception of financial assets and liabilities which are carried at fair value through the profit
or loss. The measurement bases are more fully described in the accounting policies below.
3.3. New standards, amendments and interpretations
The Group has applied the following standards for the first time for their annual reporting period
commencing 1 April 2019; NZ IFRS 16. Impact of the adoption of these standards is covered
in more detail below, see Note 3.4.
NZ IFRS 16: “Leases”
The Group has initially adopted NZ IFRS 16 Leases from 1 April 2019.
NZ IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result,
the Group, as a lessee, has recognised right-of-use assets representing its rights to use the
underlying assets and lease liabilities representing its obligation to make lease payments. As
a sub-lessor, the Group has recognised lease receivables representing its right to receive lease
payments.
The Group has applied NZ IFRS 16 using the modified retrospective approach, under which
the cumulative effect of initial application is recognised in retained earnings at 1 April 2019.
Accordingly, the comparative information presented for 2019 has not been restated – i.e. it is
presented, as previously reported, under NZ IAS 17 and related interpretations. The details of
the changes in accounting policies are disclosed below.
a) Definition of a lease
Previously, the Group determined at contract inception whether an arrangement was or
contained a lease under NZ IFRIC 4 Determining Whether an Arrangement contains a Lease.
The Group now assesses whether a contract is or contains a lease based on the new definition
of a lease. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys a right
to control the use of an identified asset for a period of time in exchange for consideration.
On transition to NZ IFRS 16, the Group elected to apply the practical expedient to grandfather
the assessment of which transactions are leases. It applied NZ IFRS 16 only to contacts that
were previously identified as leases. Contracts that were not identified as leases under NZ IAS
17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a
lease under NZ IFRS 16 was only applied to contracts entered into or changed on or after 1
April 2019.
At inception or on reassessment of a contract that contains a lease component, the Group
allocates the consideration in the contract to each lease and non-lease component on the basis
of their relative stand-alone prices.
b) As a lessee
The Group leases store and office properties. As a lessee, the Group previously classified
these leases as operating or finance leases based on its assessment of whether the lease
transferred significantly all of the risks and rewards incidental to ownership of the underlying
asset to the Group. Under NZ IFRS 16, the Group recognises right-of-use assets and lease
liabilities for most leases – i.e. these leases are on-balance sheet.
However, the Group has elected not to recognise right-of-use assets and lease liabilities for
some leases of low-value assets (e.g. IT equipment). The Group recognises the lease
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
23
payments associated with these leases as an expense on a straight-line basis over the lease
term.
Previously, the Group classified all its leases as operating leases under NZ IAS 17. These
include store and office properties. The lease terms of these leases typically range from 10 to
20 years. Some leases include an option to renew the lease for an additional period after the
end of the non-cancellable period, or an option to terminate the lease prior to the end of the
non-cancellable period. Some leases provide for additional rent payments that are based on
changes in local price indices or market rental rates.
At transition, for leases classified as operating leases under NZ IAS 17, lease liabilities were
measured at the present value of the remaining lease payments, discounted at the Group’s
incremental borrowing rate as at 1 April 2019. Right-of-use assets are measured at an amount
equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
The Group used the following practical expedients when applying NZ IFRS 16 to leases
previously classified as operating leases under NZ IAS 17:
• applied the exemption to not recognise right-of-use assets and liabilities of leases with
remaining lease term of 12 months or less;
• applied the exemption to not recognise right-of-use assets and liabilities of leases for which
the underlying assets are of low value; and
• excluded initial direct costs from measuring the right-of-use asset at the date of initial
application.
• used hindsight determining the lease term if the contract contains options to extend or
terminate the lease.
c) As a lessor
The Group subleases the majority of its leased store properties to its franchisees. The Group
has classified these subleases as finance leases.
The accounting policies applicable to the Group as a sub-lessor are not different from those
under NZ IAS 17. However, when the Group is an intermediate sub-lessor the subleases are
classified with reference to the right-of-use asset arising from the head lease, not with reference
to the underlying asset.
Previously, the Group classified all its subleases as operating leases under NZ IAS 17. On
transition to NZ IFRS 16, these leases were reassessed and classified as finance leases, since
the subleases were for the whole of the remaining terms of the head leases. These subleases
have been accounted for as new finance leases entered into at the date of initial application.
At transition, the right-of-use assets recognised from the head leases were disposed by
entering into finance leases. Since the interest rate implicit in the subleases cannot be readily
determined, the discount rates used for the head leases were used for measuring the lease
receivables associated with the subleases. Since the sublease contracts are further like-for-
like when compared to the head leases (e.g. same duration and payments), no gain or loss
was recognised on the disposal of the right-of-use assets and the initial recognition of the lease
receivables. Subsequently, the interest income from the subleases is further equal to the
interest expense incurred on the related head leases.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
24
d) Impact on financial statements
Impacts on transition
On transition to NZ IFRS 16, the Group recognised additional right-of-use assets, lease
receivables and lease liabilities, recognising the difference in retained earnings. The impact on
transition is summarised below.
1 April
2019
$‘000
Right-of-use assets 2,828
Finance lease receivables 15,048
Lease liabilities (17,876)
When measuring lease liabilities for leases that were classified as operating leases, the Group
discounted lease payments using its incremental borrowing rate at 1 April 2019. The weighted-
average rate applied is 6.22%. When measuring lease receivables for subleases that were
classified as finance leases, the Group discounted lease payments using the discount rates
used in the head leases.
1 April
2019
‘000
Operating lease commitments as at 31 March 2019 23,734
Discounted using the lessee’s incremental borrowing rate as at 1 April 2019 (6,405)
Less: low-value leases not recognised as a liability (15)
Add: adjustments as a result of different treatments of extension and termination
options 561
Lease liabilities recognised as at 1 April 2019 17,876
Impacts for the period
As a result of initially applying NZ IFRS 16, in relation to the leases that were previously
classified as operating leases, the Group recognised $2,469,000 of right-of-use assets,
$18,323,000 of lease receivables, and $20,871,000 of lease liabilities as at 31 March 2020.
Also in relation to those leases under NZ IFRS 16, the Group has recognised depreciation
expense and interest expense instead of operating lease expense. For subleases classified as
finance leases under NZ IFRS 16, the Group has recognised interest income instead of rent
income. During the year ended 31 March 2020, the Group recognised $504,000 of depreciation
expense, $1,192,000 of interest expense, and $1,054,000 of interest income from these leases.
3.4. Changes in accounting policies
Where a sublease is classified as a finance lease, except as described below, the accounting
policies applied are consistent with those of the annual financial statements for the year
ended 31 March 2019.
Right of Use Assets, Leases Liabilities and Finance Lease Receivables
The Group leases stores and office premises. Lease contracts are typically made for fixed
periods of 5 to 10 years but may have extension options. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and conditions. The lease
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
25
agreements do not impose any covenants, but leased assets may not be used as security for
borrowing purposes.
Until the 2020 financial year, leases of property, plant and equipment were classified as either
finance or operating leases. Payments made under operating leases (net of any incentives
received from the lessor) were charged to profit or loss on a straight-line basis over the period
of the lease.
From 1 April 2019, leases are recognised as a right-of-use ('ROU') asset and a lease liability
at the lease commencement date.
Right-of-Use Assets
The right-of-use asset is initially measured at cost, and subsequently at cost less any
accumulated depreciation and impairment losses and adjusted for certain remeasurements of
the lease liability.
Costs included in the measurement of the right-of-use asset comprise the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date, less any lease incentives
received;
• any initial direct costs incurred by the lessee; and
• an estimate of the restoration costs to be incurred by the lessee, recognised and measured
applying NZ IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Depreciation is charged so as to write off the cost of assets, over the lease term using the
straight-line method.
Lease Liabilities
The lease liability is initially measured at the present value of the future lease payments over
the lease term that are not paid at the commencement date, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily determined, the lessee's incremental
borrowing rate, being the rate that the lessee would have to pay to borrow over a similar term,
and with a similar security, the funds necessary to obtain an asset of a similar value to the
right-of-use asset in a similar economic environment.
Generally, the Group uses the lessee's incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
• fixed payments (including in-substance fixed payments), less any lease incentives
receivable;
• variable lease payment that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that
option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate
cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in
a similar economic environment with similar terms and conditions.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
26
The lease liability is subsequently increased by the interest cost on the lease liability and
decreased by lease payments made. It is remeasured when there is a change in future lease
payments arising from:
• A change in an index or rate;
• A change in the estimate of the amount expected to be payable under a residual value
guarantee;
• Changes in the assessment of whether a purchase or extension option is reasonably
certain to be exercised or a termination option is reasonably certain not to be exercised; or
• A lease modification that is not accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some lease contracts in
which it is a lessee that include renewal options. The assessment of whether the Group is
reasonably certain to exercise such options impacts the lease term, which significantly affects
the amount of lease liabilities and right-of-use assets recognised.
Finance Lease Receivables
Where the sublease is classified as a finance lease, the Group recognises the assets held
under a finance lease in its statement of financial position and present them as a finance
lease receivable at an amount equal to the net investment in the lease.
The net investment in the lease is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the interest rate
implicit in the lease, or in the case of a sublease, if the interest rate implicit in the sublease
cannot be readily determined, the discount rate used for the head lease (adjusted for any
initial direct costs associated with the sublease).
Lease payments included in the measurement of net investment comprise the following:
• fixed payments (including in-substance fixed payments), less any lease incentives payable;
• variable lease payment that are based on an index or a rate;
• any residual value guarantees provided to the lessor;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that
option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising that option.
The finance lease receivable is subsequently increased by the interest income on the finance
lease receivable and decreased by lease payment received. It is remeasured when there is a
lease modification that is not accounted for as a separate lease.
3.5. Basis of consolidation
The Group consolidated financial statements consolidate those of the parent company and all
its controlled entities as of 31 March 2020. The Group controls an entity if it is exposed, or has
rights, to variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity.
All transactions and balances between Group companies are eliminated on consolidation,
including unrealised gains and losses on transactions between Group companies. Where
unrealised losses on intra-group asset sales are reversed on consolidation, the underlying
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
27
asset is also tested for impairment from a Group perspective. Amounts reported in the
consolidated financial statements of controlled entities have been adjusted where necessary
to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of controlled entities acquired or disposed of
during the year are recognised from the effective date of acquisition, or up to the effective date
of disposal, as applicable.
3.6. Investments in associates
Associates are those entities over which the Group has significant influence but not control or
joint control. This is generally the case where the group holds between 20% and 50% of the
voting rights. Investments in associates are accounted for using the equity method of
accounting, after initially being recognised at cost.
Under the equity method of accounting, the investments are initially recognised at cost and
adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of
the investee in profit or loss, and the Group’s share of movements in other comprehensive
income of the investee in other comprehensive income. Dividends received or receivable from
associates are recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its
interest in the entity, including any other unsecured long-term receivables, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the Group and its associates are eliminated to the
extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the asset transferred. Accounting
policies of equity accounted investees have been changed where necessary to ensure
consistency with the policies adopted by the Group.
3.7. Foreign currency translation
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of the respective
Group entity, using the exchange rates prevailing at the dates of the transactions (spot
exchange rate). Foreign exchange gains and losses resulting from the settlement of such
transactions and from the remeasurement of monetary items at year end exchange rates are
recognised in profit or loss.
Non-monetary items are not retranslated at year-end and are measured at historical cost
(translated using the exchange rates at the date of the transaction).
Foreign operations
In the Group’s consolidated financial statements, all assets, liabilities and transactions of
Group entities with a functional currency other than the NZD are translated into NZD upon
consolidation. The functional currencies of the entities in the Group have remained
unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into NZD at the closing rate at the
reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity
have been treated as assets and liabilities of the foreign entity and translated into NZD at the
closing rate. Income and expenses have been translated into NZD at the average rate (the use
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
28
of average rates is appropriate only if rates do not fluctuate significantly) over the reporting
period. Exchange differences are charged/credited to other comprehensive income and
recognised in the currency translation reserve in equity. On disposal of a foreign operation the
cumulative translation differences recognised in equity are reclassified to profit or loss and
recognised as part of the gain or loss on disposal.
3.8. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the IRD. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Receivables and payables in the Statement of Financial Position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis and, except for the
GST components of investing and financing activities, are disclosed as operating cash flows.
3.9. Revenue
Revenue arises mainly from the sale of food and beverage products from our artisan style
coffee stores that the Group owns directly and from franchise and royalty arrangements that it
has in place with franchise holders.
Revenue is recognised either at a point in time or over time, or when (or as) the Group satisfies
performance obligations by transferring the promised goods or services to its customers.
The transaction price for a contract excludes any amounts collected on behalf of third parties.
The Group recognises contract liabilities for consideration received in respect of unsatisfied
performance obligations and reports these amounts as other liabilities in the statement of
financial position.
Royalty income from Franchise or Master Franchise Agreements (MFAs)
The Group recognises royalty revenue derived from its Franchises and MFAs at a point in time,
based on sales by Franchisees that are reported back to Company on a monthly basis for sales
that occurred in that month.
Incentives from Suppliers
The Group recognises incentives from suppliers derived from its Franchises at a point in time,
based on purchases by Franchisees that are reported back to Company on a monthly basis for
purchases that occurred in that month.
Franchise fees
The Group recognises revenue derived from its Country & Regional franchise operations on a
straight-line basis over a period of time that the franchise agreement is in place, which is
generally 10 years. This is the period of time over which the performance obligation is
satisfied. Payment is received upfront upon signing the franchise contract.
The transaction price includes a variable price consideration for the possible transfer of
franchise rights. This is unknown until and if the transaction is completed. Given the high
uncertainty of this transfer, the transaction price for franchise contract is not adjusted for these
transferred franchise rights. Revenue from the sale off individual café franchises is recognised
over time.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
29
Sale of Beverages
The Group is in the business of providing artisan style coffee solutions to its customers and
franchisees. Revenue from contracts with customers is recognised when control of the goods
is transferred to the customer or franchisee at an amount that reflects the consideration to
which the Group expects to be entitled in exchange for those goods. The Group has
concluded that it is the principal in its revenue arrangements, because it controls the goods or
services before transferring them to the customer.
Management has determined the performance obligation to deliver the food & proprietary
products is completed when control of goods passes to customer, revenue is recognised at this
time.
Other revenue
Other revenue includes services to independent franchisees or other third parties received by
the Group. Other revenues are recognised when reliable estimates of the amounts due to the
Group are deemed to be highly probable.
Significant financing components
Using the practical expedient in NZ IFRS 15, the Group does not adjust the promised amount
of consideration for the effects of a significant financing component if it expects, at contract
inception, the period between the transfer of the promised good or service to the customer and
when the customer pays for that good or service will be one year or less.
3.10. Income taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not
recognised in other comprehensive income or directly in equity.
Current income tax assets and/or liabilities comprise those obligations to or claims from Tax
authorities relating to the current or prior reporting periods, that are unpaid at the reporting date.
Current tax is payable on taxable profit, which differs from profit or loss in the consolidated
financial statements. Calculation of current tax is based on tax rates and tax laws that have
been enacted or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences
between the carrying amounts of assets and liabilities and their tax bases. However, deferred
tax is not provided on the initial recognition of an asset or liability unless the related transaction
is a business combination or affects tax or accounting profit. Deferred tax on temporary
differences associated with investments in controlled entities is not provided if reversal of these
temporary differences can be controlled by the Group and it is probable that reversal will not
occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are
expected to apply to their respective period of realisation, provided they are enacted or
substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be
utilised against future taxable income, based on the Group’s forecast of future operating results
which is adjusted for significant non-taxable income and expenses and specific limits to the use
of any unused tax loss or credit. Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to
set off current tax assets and liabilities from the same taxation authority.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
30
Changes in deferred tax assets or liabilities are recognised as a component of tax income or
expense in profit or loss, except where they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the related deferred tax is also
recognised in other comprehensive income or equity, respectively.
3.11. Employment benefits
Defined contribution plans
The Group pays fixed contributions into independent entities in relation to several state plans
and insurance for individual employees. The Group has no legal or constructive obligations to
pay contributions in addition to its fixed contributions, which are recognised as an expense in
the period that relevant employee services are received.
Short-term employee benefits
Short-term employee benefits, including annual leave entitlement, are current liabilities
included in employee benefits, measured at the undiscounted amount that the Group expects
to pay as a result of the unused entitlement.
3.12. Impairment testing of other intangible assets, property, plant and equipment and
investments in associates
For impairment assessment purposes, assets are grouped at the lowest levels for which there
are largely independent cash inflows (cash-generating units). As a result, some assets are
tested individually for impairment and some are tested at cash-generating unit level. All other
individual assets or cash-generating units are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit's
carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to
sell and value-in-use. Any reversal of an impairment loss will be limited to what the carrying
amount would have been, net of depreciation or amortisation, if no impairment had taken place.
To determine the value-in-use, management estimates expected future cash flows from each
cash-generating unit and determines a suitable interest rate in order to calculate the present
value of those cash flows. The data used for impairment testing procedures are directly linked
to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined individually for each
cash-generating unit and reflect management’s assessment of respective risk profiles, such as
market and asset-specific risks factors.
Impairment losses for cash-generating units is charged pro rata to the other assets in the cash-
generating unit. All assets are subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist. An impairment charge is reversed if the cash-
generating unit’s recoverable amount exceeds its carrying amount.
3.13. Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual
provisions of the instrument. Financial assets are derecognised when the Group’s contractual
rights to the cash flows from the financial assets expire or when the Group transfers the
financial asset to another party without retaining control or substantially all risks and rewards
of the asset. Regular way purchases and sales of financial assets are accounted for at trade
date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
31
are derecognised when the Group’s obligations specified in the contract expire or are
discharged or cancelled.
Financial assets
Following NZ IFRS 9 treatment, the Group classifies its financial assets as those to be
measured at amortised cost (loans, receivables and non-derivative financial instruments), and
those to be measured at fair value either through OCI or through profit or loss.
Financial assets that are stated at amortised cost are reviewed individually at balance date. In
relation to the impairment of financial assets, NZ IFRS 9 requires an expected credit loss model
(‘ECL’). The expected credit loss model requires the Group to account for expected credit
losses and changes in those expected credit losses at each reporting date to reflect changes
in credit risk since initial recognition of the financial assets i.e. a credit event does not have to
have occurred before credit losses are recognised. The Group has adopted the simplified
method for its ECL calculations. Refer to note 27.2 Credit Risk.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables and other debtors, which are
initially recognised at fair value plus transaction costs and subsequently measured at
amortised cost, cash and cash equivalents, loans and borrowings (initially recognised at
fair value plus transaction costs and subsequently measured at amortised cost), and creditors
and accruals which are initially recognised at fair value and subsequently measured at
amortised cost.
Derivative financial instruments
The Group holds derivative financial instruments to manage the exposures that arise due to
movements in foreign currency exchange rates and interest rates arising from operational,
financing and investment activities.
Interest income and expense
Interest income and expenses are reported on an accrual basis using the effective interest
method.
3.14. Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses
directly attributable to freight. Costs of ordinarily interchangeable items are assigned using the
first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary
course of business less any applicable selling expenses.
3.15. Intangible assets
Recognition of intangible assets
Acquired intangible assets
Trademarks, global IP rights and rights acquired in a business combination that qualify for
separate recognition are initially recognised as intangible assets at their fair values.
Subsequent measurement
Intangible assets not of an indefinite life are accounted for using the cost model whereby
capitalised costs are amortised on a straight-line basis over their estimated useful lives, as
these assets are considered finite. Residual values and useful lives are reviewed at each
reporting date. In addition, they are subject to impairment testing as described in Note 3.12.
Amortisation has been included within depreciation and amortisation.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
32
Intangible assets (Global IP rights) of an indefinite life are tested for impairment annually by
comparing their carrying amount with their recoverable amount. An estimate of an assets
recoverable amount made in a preceding period may be used in the impairment test for that
asset in the current period provided certain criteria are met.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the
difference between the proceeds and the carrying amount of the asset and is recognised in
profit or loss within other income or other expenses.
3.16. Property, plant and equipment
Property, plant and equipment (comprising fittings and furniture, plant and equipment and
motor vehicles) are initially recognised at acquisition cost or manufacturing cost, including any
costs directly attributable to bringing the assets to the location and condition necessary for them
to be capable of operating in the manner intended by the Group’s management.
Property, plant and equipment are subsequently measured using the cost model: cost less
subsequent depreciation and impairment losses.
Depreciation is recognised on a straight-line basis to write down the cost less estimated
residual value of property, plant and equipment. The following useful lives are applied:
• Computer equipment: 2 - 5 years
• Furniture and fittings: 3 - 12 years
• Plant and equipment: 3 - 12 years
• Motor vehicles: 5 - 8 years.
Material residual value estimates and estimates of useful life are updated as required, but at
least annually.
Gains or losses arising on the disposal of plant and equipment are determined as the difference
between the disposal proceeds and the carrying amount of the assets and are recognised in
profit or loss within other income or other expenses.
3.17. Non-current assets (or disposal groups) held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount
will be recovered principally through a sale transaction rather than through continuing use and
a sale is considered highly probable. They are measured at the lower of their carrying amount
and fair value less costs to sell, except for assets such as deferred tax assets, assets arising
from employee benefits, financial assets and investment property that are carried at fair value
and contractual rights under insurance contracts, which are specifically exempt from this
requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or
disposal group) to fair value less costs to sell. A gain is recognised for any subsequent
increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any
cumulative impairment loss previously recognised. A gain or loss not previously recognised by
the date of the sale of the non-current asset (or disposal group) is recognised at the date of
derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or
amortised while they are classified as held for sale. Interest and other expenses attributable to
the liabilities of a disposal group classified as held for sale continue to be recognised
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
33
Non-current assets classified as held for sale and the assets of a disposal group classified as
held for sale are presented separately from the other assets in the balance sheet. The liabilities
of a disposal group classified as held for sale are presented separately from other liabilities in
the balance sheet.
A discontinued operation is a component of the entity that has been disposed of or is classified
as held for sale and that represents a separate major line of business or geographical area of
operations, is part of a single co-ordinated plan to dispose of such a line of business or area of
operations, or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement of profit or loss.
3.18. Equity, reserves and dividend payments
Share capital represents the fair value of shares on issue that have been issued. Any
transaction costs associated with the issuing of shares are deducted from share capital, net of
any related income tax benefits.
Other components of equity include the following:
• Foreign currency translation reserve – comprises foreign currency translation differences
arising on the translation of consolidated financial statements of the Group's foreign entities
into NZD (see Note 3.7),
• Accumulated losses include all current and prior period results,
• Non-controlling interests.
Dividend distributions payable to equity shareholders are included in other liabilities when the
dividends have been approved in a general meeting prior to the reporting date.
All transactions with owners of the parent are recorded separately within equity.
3.19. Significant management judgement in applying accounting policies and
estimation uncertainty
When preparing the consolidated financial statements, management undertakes a number of
judgements, estimates and assumptions about the recognition and measurement of assets,
liabilities, income and expenses as follows:
Going concern
The considered view of the Board of Directors of the Company is that, after making enquiries,
we have a reasonable expectation that Cooks Global Foods Limited (the Company) and Group
have access to adequate resources to continue operations for the foreseeable future. For this
reason, the Board of Directors considers the adoption of the going concern assumption in
preparing the consolidated financial statements for the year ended 31 March 2020 to be
appropriate. (See Note 4).
Leases
Extension and termination options
Extension and termination options are included in a number of leases across the Group.
These terms are used to maximise operational flexibility in terms of managing contracts. The
majority of extension and termination options held are exercisable only by the Group and not
by the respective lessor.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
34
Critical judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that create
an economic incentive to exercise an extension option, or not exercise a termination option.
Extension options (or periods after termination options) are only included in the lease term if
the lease is reasonably certain to be extended (or not terminated).
The assessment is reviewed if a significant event or a significant change in circumstances
occurs which affects this assessment and that is within the control of the lessee.
Incremental borrowing rates
Lease liabilities are measured by discounting the lease payments using the interest rate
implicit in the lease. If that rate cannot be readily determined, which is generally the case for
leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the
individual lessee would have to pay to borrow the funds necessary to obtain an asset of
similar value to the right-of-use asset in a similar economic environment with similar terms,
security and conditions.
To determine the incremental borrowing rate, the Group:
• Uses a build-up approach that starts with a risk-free interest rate, adjusted for the credit risk
spread of the lessee. The credit risk spread is determined by reference to recent third-party
financing received by the individual lessee, or indicative quotes obtained from the lessee’s
primary lender.
• Make adjustments specific to the lease, e.g. term, security, country and currency.
Estimate of sales prices of discontinued operations
China Business
The Board has considered impairment indicators as at March 2020 and take the position that
based on a review of all relevant factors, the Directors have concluded that it is probable there
will be no positive cash-flows from this investment in the near future, and that no value can be
ascribed to any potential future value. As a result, the Directors have fully impaired the
investment in the Associate as at 31st March 2020, leading to a write down of $2.5 million in
the FY20 financial statements.
Impairment testing of intangible assets
In assessing impairment, management estimates the recoverable amount of each asset or
cash-generating unit based on various valuation models as deemed appropriate. Estimation
uncertainty relates to assumptions and judgements used as disclosed in Note 15.
Carrying value of receivables
The allowance for expected credit losses assessment requires a degree of estimation and
judgement. It is based on the lifetime expected credit loss, grouped based on days overdue
and makes assumptions to allocate an overall expected credit loss rate for each group. In
making this judgement, the Group evaluates amongst other factors whether there is objective
evidence of significant financial difficulty of individual customers or customer groups, whether
there has been breach of contract such as default in payment terms, whether it has become
probable that the customer or other party will enter into bankruptcy or other financial
reorganisation, the disappearance of an active market for that customer because of financial
difficulties, and national or local economic conditions that could impact on the customer (see
Notes 11 and 27.2). Apart from historical collection rates, the Group also evaluates forward-
looking information that is available. The allowance for expected credit losses, as disclosed in
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
35
note 27.2, is calculated based on the information available at the time of preparation. The actual
credit losses in future years may be higher or lower.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the
probability of the Group’s future taxable income against which the deferred tax assets can be
utilised. In addition, significant judgement is required in assessing the impact of any legal or
economic limits or uncertainties in various tax jurisdictions (See Note 9).
4. Going Concern
The Group reported a loss of $5,183,000 (2019: $4,813,000) and operating cash inflows of
$193,000 (2019: outflows of -$2,404,000) for the year ended 31 March 2020.
As at 31 March 2020 the Group has reported net liabilities of $5,711,000 (2019 Net Liabilities of
$3,699,000) and current liabilities exceed current assets by an amount of $5,791,000 (2019:
$8,664,000).
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 the:
• Group’s ability to successfully conclude present discussions regarding the roll-over of
existing debt (NZ$2.4 million).
• The successful integration of operation of the Triple Two Acquisition includes the sale of
franchises.
• Group’s ability to successfully conclude the sale of at least one of the regional development
areas currently being offered for sale in the UK at a value that will realise at least
NZ$450,000.
• Proceeds from the Sale of Discontinued Operations of $130,000.
• Sale of European Master Franchise Agreement for at least $350,000.
• 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 overall restructuring plan that is in progress.
• 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.
After considering the uncertainties described above 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.
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 have
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
36
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 restructuring activities that have
been undertaken, most recently with the sale of the Scarborough Fair business in NZ along
with reductions in corporate office costs, the acquisition of Triple Two in the United Kingdom,
to reduce the extent of cash outflow and 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 taking into account 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.
5. Revenue
The Group’s revenue is analysed as follows for each major category:
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2020201920202019
$'000$'000$'000$'000
Royalties
2,400
2,369
-
-
Incentives from Suppliers
959
833
-
-
Franchise fees
466
400
-
-
37
99
2,941
1,550
Other revenue
328
318
-
367
Group revenue 4,190
4,019
2,941
1,917
Sale of Beverage
Included in franchise fees is the amortisation of deferred revenue related to the sale of
country and regional franchises and store franchises.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
37
6. Employee costs
Expenses recognised for employee costs are analysed below:
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2020201920202019
$'000$'000$'000$'000
Wages, salaries1,3652,2781,171748
Defined contribution funds5426-3
Other staff costs387(10)-40
1,8062,2941,171791
7. Other expenses
Expenses recognised as other costs are analysed below:
Continuing Operations
Discontinued Operations
31-Mar
31-Mar
31-Mar
31-Mar
2020
2019
2020
2019
$'000
$'000
$'000
$'000
Administration and other costs
768
1,565
424
250
Directors fees (Note 23)
80
79
3
3
Selling and distribution costs
3
38
-
-
Management fees
180
180
-
-
Marketing costs
481
715
185
154
Professional and consulting services
257
724
26
109
Travel costs
334
396
1
6
2,103
3,697
639
522
8. Finance costs
Finance costs for the reporting periods consist of the following:
Continuing OperationsDiscontinued Operations
31-Mar31-Mar31-Mar31-Mar
2020201920202019
$'000$'000$'000$'000
Finance charges16813411
Interest expense on leases1,192---
Finance income interest(1,055)---
Interest on loans534734--
68774213411
Finance costs relate to liabilities at amortised cost and finance leases.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
38
9. Income Tax and Deferred Tax
The major components of tax expense and the reconciliation of the expected tax expense
/credit based on the domestic effective tax rate of Cooks Global Foods Limited at 28% and the
reported tax expense/credit in profit or loss are as follows:
31-Mar
31-Mar
2020
2019
$'000
$'000
Loss before tax from continuing operations
(3,597)
(3,773)
Loss before tax from discontinuing operations
(1,593)
(1,036)
(5,190)
(4,809)
Domestic tax rate for Cooks Global Foods Limited
28%
28%
Expected tax expense (income)
(1,453)
(1,346)
Adjustment for tax-rate differences in foreign
jurisdictions
149
139
Adjustment for non-deductible expenses:
Relating to amortisation of intangible assets
3
25
Relating to loss from discontinued operations and write-
down of investment in Associate
677
-
Other non-deductible expenses
90
278
Actual tax expense (income)
(534)
(904)
Tax expense (income) comprises:
Current tax expense (income)
(534)
(904)
Deferred tax expense (income):
- Origination and reversal of temporary differences
(34)
15
- Tax Losses not recognised
766
885
- Unrecognised Tax Losses
(205)
-
Income tax expense (income)
(7)
(4)
Income tax expense (income) is attributable to:
Loss from continuing operations
(7)
(4)
Loss from discontinued operations
-
-
(7)
(4)
The Group has computed tax losses within each jurisdiction since acquisition as follows:
31-Mar31-Mar
20202019
$'000$'000
New Zealand7,1186,819
United Kingdom8,3846,795
Ireland984949
Canada161160
Australia320295
16,96715,018
Available New Zealand imputation tax credits are $176 (2019: $3).
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
39
10. Cash and cash equivalents
Cash and cash equivalents consist of the following:
31-Mar
31-Mar
2020
2019
$'000
$'000
Cash at bank and in hand:
NZD
49
53
AUD
1
1
EUR
43
143
GBP
161
242
USD
1
11
Cash and cash equivalents
255
450
Bank overdraft NZD (Current Liability)
-
(148)
Net Cash and cash equivalents
255
302
There are no restrictions on the cash and cash equivalents.
The Group had nil overdraft banking facilities as at 31 March 2020 (2019: $148,000).
11. Trade and other receivables and other current assets
Trade and other receivables are initially recognised at the fair value of the amounts to be
received, plus transaction costs (if any).
The Group has recognised expected credit losses in the Statement of Profit or Loss and Other
Comprehensive Income by applying the simplified impairment approach, whereby upon initial
measurement of the trade receivables, the Group considers all credit losses that are expected
to occur during the lifetime of the receivable. The Group has reviewed the historical ageing
analysis of gross trade receivables and considered forward looking macro-economic factors,
by geographic region, to determine the expected credit loss rate. This rate is applied to
outstanding gross trade receivables as at 31 March 2020 to calculate the allowance for
expected credit losses.
(a) Trade and other receivables consist of the following:
31-Mar
31-Mar
2020
2019
$'000
$'000
Trade and other receivables
Trade receivables
1,171
613
Less: provision for impairment of trade receivables
(220)
(317)
Net trade and other receivables
951
296
Movements in provision
Opening Balance
(317)
(160)
Bad Debts write-off
121
-
Additional Doubtful Debt provision
(24)
(157)
Closing Balance
(220)
(317)
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
40
As at 31 March the ageing of trade receivables is as follows:
31-Mar
31-Mar
2020
2019
$'000
$'000
Trade receivables
Current
552
254
31 to 60 days
52
148
61 to 90 days
-
164
> 90 days
567
47
1,171
613
(b) Other current assets consist of the following:
Other current assets
Prepayments
407
373
Other short-term assets
201
388
Other current assets
608
761
12. Inventories
31-Mar
31-Mar
2020
2019
$'000
$'000
Raw materials and consumables
-
31
Finished goods
53
188
Total inventories
53
219
13. Assets and liabilities classified as held-for-sale and discontinued operations
The operating components listed below were reclassified as discontinued operations, by the
Directors, during the year ended 31 March 2020, as the Directors had engaged in selling the
operating components as they were either no longer seen to be core to the business operations.
As a result, the Group treated the related trading results to 31 March 2020 as discontinued
operations in its Consolidated Statement of Profit or Loss and Other Comprehensive Income.
13.1. UK retail operation
The Group reclassified its UK retail business as a discontinued operation for the year ended
31 March 2020 after the decision was made to sell the corporate-held café stores as franchised
businesses. The associated assets are consequently presented as held for sale in the 2020
financial statements.
The UK retail business was comprised of all corporate-held café stores located in the UK:
Durham, Lancaster, Putney and Sunderland. These stores became corporate stores due to
the franchisees being unable to successfully operate the businesses and the concept has
always been to hold the stores for sale whilst improving the operational performance or
reviewing the store’s opportunities. Putney was closed in March 2020 and the remaining
stores are in active sales processes.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
41
13.2. USA franchising & retail operation
The Group reclassified its USA franchising & retail business as a discontinued operation for
the year ended 31 March 2020. The USA franchising & retail operation was an operating
segment of Franchise Development Limited.
13.3. Supply operation
The Group reclassified its beverage supply business as a discontinued operation for the year
ended 31 March 2020 after the decision was made to sell the operations to focus on core
business. The associated assets and liabilities are consequently presented as held for sale in
the 2020 financial statements.
The beverage supply business is comprised of Scarborough Fair Limited in NZ, and
Scarborough Fair Foods Pty Limited in Australia. The Scarborough Fair business was sold in
July 2020 after a sale process managed by external brokers.
13.4. Financial performance and cash flow information
The financial performance and cash flow information presented are for the year ended 31
March 2020 and the year ended 31 March 2019.
31-Mar31-Mar
20202019
$'000$'000
Results of discontinued operation
Revenue2,9411,917
Other income--
Raw materials and consumables used(1,614)(1,093)
Depreciation and amortisation(573)(36)
Property related costs(398)(494)
Net foreign exchange (losses)/gains(5)(6)
Employee costs(1,171)(791)
Other expenses(639)(522)
Operating loss(1,459)(1,025)
Finance costs(134)(11)
Impairment of goodwill--
Share of net loss of associate accounted for using the
equity method
--
Loss before income tax(1,593)(1,036)
Income tax (expense)/credit--
Loss for the year from discontinued operation(1,593)(1,036)
Loss attributable to:
- Shareholders of the parent(1,593)(1,036)
- Non-controlling interests--
Amounts included in accumulated OCI:
Foreign currency translation adjustments(4)
Reserve of disposal group classified as held for sale(4)
Cash flows used in discontinued operation
Net cash used in operating activities(256)(255)
Net cash used in investing activities--
Net cash used in financing activities(364)(212)
Net cash flows for the year(620)(467)
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
42
31-Mar
2020
$'000
Effect on the financial position of the Group
Inventories
43
Property, plant and equipment
379
Assets classified as held-for-sale
422
Net assets classified as held-for-sale
422
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
43
14. Interests in other entities
14.1. Interests in subsidiaries and other holdings
CountryPrincipal activity
20202019
Scarborough Fair Foods Pty LimitedAustralia100100Beverage Products
Esquires Coffee Canada LimitedCanada100100Food and beverage
Esquires Coffee International IncCanada100100IP Holding Company
CGF Franchise Development (Canada) LimitedCanada100100Master Franchisor
Shanghai Niuxin Management Company LimitedChina100100Holding Company
Shanghai Yinshi Food and Beverage Management Company LimitedChina2121Food and beverage
Bishops Café LimitedEngland100100Food and beverage
Esquires Coffee UK LimitedEngland100100Food and beverage
Esquires Franchising (UK) LimitedEngland100100Holding Company
Esquires HQ (UK) LimitedEngland100100Holding Company
Esquires Real Estate (UK) LimitedEngland100100Store Lease Holding
Cooks Coffee Café Limited Ireland100100Store Lease Holding
Cooks Coffee Houses Ireland LimitedIreland100100Store Lease Holding
Cooks Coffee Houses LimitedIreland0100Store Lease Holding
Cooks Coffee Houses Europe LimitedIreland1000Store Lease Holding
Cooks Coffee Ireland LimitedIreland100100Store Lease Holding
Cooks Food & Beverages LtdIreland100100Name protection
Cooks Franchise Ireland LimitedIreland0100Name protection
ECH Franchise Development (Europe) LimitedIreland100100Master Franchisor
ECH Franchise Development (Romania) LimitedIreland0100Holding Company
ECH Franchise Development LimitedIreland1000Holding Company
Esquires Coffee Houses Ireland LimitedIreland100100Food and beverage
CGF Employee Share Trust LimitedNZ100100Nominee Services
Cooks Supply Group LimitedNZ100100Holding Company
Crux Products LimitedNZ5050Export
Esquires Asia LimitedNZ100100Name protection
Esquires Bahrain LimitedNZ100100Master Licence Agreement
Esquires Canada IP LimitedNZ100100IP Holding Company
Esquires China LimitedNZ100100Holding Company
Esquires Coffee China LimitedNZ100100IP Holding Company
Esquires Coffee India LimitedNZ100100Holding Company
Esquires Coffee Malaysia IP Holdings LimitedNZ100100IP Holding Company
Esquires Coffee Supply LimitedNZ100100Name protection
Esquires Egypt Limited NZ100100Name protection
Esquires EP and Bahrain LimitedNZ100100Name protection
Esquires Fiji Limited NZ100100Master Licence Agreement
Esquires Global IP Holdings LimitedNZ100100IP Holding Company
Esquires India Limited NZ100100Master Licence Agreement
Esquires Indonesia LimitedNZ100100Name protection
Esquires Iraq IP Holdings Limited NZ100100IP Holding Company
Esquires Jordan LimitedNZ100100Master Licence Agreement
Esquires Kuwait LimitedNZ100100Master Licence Agreement
Esquires Malaysia LimitedNZ100100Master Licence Agreement
Esquires Middle East & Africa IP Holdings Limited NZ100100IP Holding Company
Esquires Northern Cyprus LimitedNZ100100IP Holding Company
Esquires NZ Franchise Holdings LimitedNZ100100Name protection
Esquires Office LimitedNZ100100Office Lease Holding
Esquires Oman Limited NZ100100Master Licence Agreement
Esquires Pakistan LimitedNZ100100Master Licence Agreement
Esquires Port Denarau Marina LimitedNZ100100Name protection
Esquires Portugal LimitedNZ100100Master Licence Agreement
Esquires Qatar LimitedNZ100100Master Licence Agreement
Esquires Saudi Arabia Limited NZ100100Master Licence Agreement
Esquires Turkey LimitedNZ100100Master Licence Agreement
Esquires U.A.E. Limited NZ100100Master Licence Agreement
Esquires UK 1 LimitedNZ100100Master Licence Agreement
Franchise Development LimitedNZ100100Master Franchisor
Franchise Holdings NZ LimitedNZ100100Holding Company
Franchise Management NZ LtdNZ100100Name protection
LSD Global LimitedNZ100100IP Holding Company
Cooks Supply No 2 LimitedNZ100100Fresh Produce
Scarborough Fair LimitedNZ100100Beverage Products
CGF Franchise Development (US) LimitedUSA100100Master Franchisor
% Holding
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
44
14.2. Interest in associate
Name of entity
Place of
business/country
of incorporation
Nature of
relationship
Measurement
method
2020
2019
2020
2019
%
%
$'000
$'000
Shanghai Yinshi Food and
Beverage Management
Company Limited ("SYI")
China
21.00%
21.00%
Associate
Equity method
-
2,688
% of ownership
interest
Carrying amount
As reported in the 31 March 2017 financial statements, SYI had 26 sites operating in China at
that time. Its budgeted stores (set in 2016) in China for 2021 was published as being 220, with a
stretch target of 300.
On the basis of the below, given the developments in FY20, the Directors of CGF have
concluded that it is appropriate to fully impair the Investment in Associate at March 2020.
Currently there are only 8 franchised stores in the whole of China, and one Tmall Campus café.
It has 20+ ‘instant real coffee machines’ stationed in 3
rd
party offices. In 2019 opened a 1,500m2
speciality roaster in Songjiang, Shanghai.
The existing 8 franchised stores were all closed during the first quarter of 2020 as a result of
COVID and these have now re-opened. Of these 6 are in Shandong Province and are mainly
attached to supermarkets or shopping malls operated by CGF’s major shareholder JJY Group.
There is one store in Beijing and one in Shanghai. SYI has hired new General Manager and is
focusing on growing the ‘in office’ coffee machines and is no longer pursuing franchising.
The trading results of SYI for the year ended 31 March 2020 are reported as follows:
• Revenue of NZ$1.3 million
• HO mgmt. fee of NZ$2.3 million
• Total loss of $2.5 million
The Board of CGF has considered the following factors:
• The original vision of SYI will no longer be realised with the change in strategy in FY20
from franchised operations to coffee machines
• CGF has minimal expertise in this new line of business
• As the strategic direction is all ‘blue sky’ and new business activities, there is no longer
value in previous operations
• That the existing 8 franchised stores do not contribute royalties to SYI or CGF
• Given the change in business model that any future forecasts are unreliable and cannot
be used as a basis for determining a business value
• CGF has no requirement to contribute any further capital
• CGF is currently not receiving any future cash inflows from this investment in the
foreseeable future
• An expected equity transaction with a major European coffee business has not occurred
and is now considered remote.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
45
15. Intangible Assets
The Group acquired trademarks, Global Intellectual Property rights (“Global IP Rights”) and
rights through business acquisitions.
Trademarks
Global IP
Rights
Total
$'000
$'000
$'000
Cost
Balance at 1 April 2018
86
3,243
3,329
Balance at 31 March 2019
86
3,243
3,329
Balance at 1 April 2019
86
3,243
3,329
Additions
6
2
8
Balance at 31 March 2020
92
3,245
3,337
Accumulated amortisation
Balance at 1 April 2018
(35)
(346)
(381)
Amortisation charge for the year
(18)
(88)
(106)
Balance at 31 March 2019
(53)
(434)
(487)
Balance at 1 April 2019
(53)
(434)
(487)
Amortisation charge for the year
(10)
-
(10)
Balance at 31 March 2020
(63)
(434)
(497)
Carrying amounts
At 31 March 2019
33
2,809
2,842
At 31 March 2020
29
2,811
2,840
Management assessed the recoverable amounts of the Group’s Global IP Rights asset using
‘value in use’ calculations to assess for any impairment.
Global IP rights were tested for impairment using discounted cash flow projections based on
management approved forecasts for a maximum 5-year period.
Key assumptions in the models were:
• annual growth in total network sales down -18% due to Covid19 impact in FY21;
• in FY22 +86% year on year growth which reflects the acquisition of Triple Two and
recovery to pre-Covid levels;
• in FY23 +19% year on year growth;
• in both FY24 and FY25 +10% year on year growth;
• exchange rates of 0.5445 (NZD/EURO) and 0.51 (NZD/GBP); and
• a discount rate of 8.1%-10.9% per annum.
Based on this work the recoverable amount for Global IP rights was assessed by management
to be above its existing carrying value with no impairment required.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
46
16. Property, plant and equipment
Furniture &
Fittings
Plant &
Equipment
Computer
Equipment
Motor Vehicles
Total
$'000
$'000
$'000
$'000
$'000
Cost
Balance at 1 April 2018
268
265
293
4
830
Additions
-
581
13
-
594
Disposals
(7)
(1)
-
-
(8)
Balance at 31 March 2019
261
845
306
4
1,416
Balance at 1 April 2019
261
845
306
4
1,416
Additions
19
34
27
-
80
Assets classified as held for sale and other disposals
(124)
(692)
(17)
(4)
(837)
Balance at 31 March 2020
156
187
316
-
659
Accumulated depreciation
Balance at 1 April 2018
(111)
(173)
(187)
-
(471)
Depreciation
(100)
(11)
(47)
-
(158)
Disposals
-
-
-
-
-
Balance at 31 March 2019
(211)
(184)
(234)
-
(629)
Balance at 1 April 2019
(211)
(184)
(234)
-
(629)
Depreciation
(8)
(136)
(43)
-
(187)
Assets classified as held for sale and other disposals
81
208
13
-
302
Balance at 31 March 2020
(138)
(112)
(264)
-
(514)
Carrying amounts
At 31 March 2019
50
661
72
4
787
At 31 March 2020
18
75
52
-
145
17. Trade and other payables
Trade and other payables recognised are all short-term and consist of the following:
31-Mar
31-Mar
2020
2019
Trade and other payables
$'000
$'000
- Trade payables
2,194
2,402
- Related party payables
457
256
- Other payables
1,345
1,907
3,996
4,565
Trade payables
Within Terms
1,084
464
Overdue
1,109
1,938
2,194
2,402
The carrying value of trade and other payables classified as financial liabilities measured at
amortised cost approximates fair value. Refer to Note 27 on foreign currency risk.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
47
18. Borrowings and other liabilities
Current
Non-Current
Current
Non-Current
2020
2020
2019
2019
$'000
$'000
$'000
$'000
Convertible loan (a), comprising
- Host Debt
-
-
1,212
-
- Embedded Derivative
-
-
538
Finance Loans (b)
2,608
-
1,121
221
Related Party Loans (c)
821
2,073
2,621
-
Hire Purchase
2
18
-
-
3,431
2,091
5,514
221
(a) A convertible loan agreement was entered into with CGF Cooks Global L.P. (SPV) on 4
July 2018, where the SPV would advance monies to the Group. The first advance of
USD$500,000 was received on 30 October 2018, with each subsequent advance under the
facility agreement to be at least USD$100,000 and the principal amount of the loan not to
exceed USD$1,500,000. Each advance was for a period of 12 months from the date of
receipt. At 31 March 2019, USD$1,030,000 was advanced under this unsecured loan
agreement. Interest accrues daily on the principal amount due at 18% per annum and is
payable either on the maturity date of each advance or quarterly after receipt of the relevant
advance.
A new convertible loan agreement was entered into with CGF Cooks Global L.P. (SPV) on
21 February 2020, conditional upon the full repayment of interest and the loan under the
convertible loan agreement dated 4 July 2018 as detailed above. Interest continues to
accrue daily on the conditional repayment at 18% per annum. No monies have been
advanced under this new convertible loan agreement for the year ended 31 March 2020.
The election of full repayment of the existing interest and loan by SPV has resulted in a re-
assessment of the financial liability as an ordinary finance loan, no longer being a hybrid
contract containing a host financial liability and embedded derivative liabilities which could
cause cash flows required by the contract to be modified by financial or non-financial
variables. As such, the convertible loan disclosed in its separate components in accordance
with the Financial Instruments reporting standard (NZ IFRS 9) at 31 March 2019 has been
disclosed instead within Finance Loans (b) at 31 March 2020.
(b) Finance loans also represent loans from two other lenders. One is for $250,000 redeemable
convertible notes with a 9% interest rate due for repayment in 31 December 2020. The
other is for $235,000, is denominated in RMB, and is interest-free. This is currently due for
repayment.
(c) The non-current balance of $2,073,000 related party loans includes $1,993,000 for Nikau
Trust and $80,000 for Weihai Station. Interest on the Nikau Trust loan is 10% (2019: 8.25%
to 10%) and is payable monthly. The loan is payable on demand but The Nikau Trust has
committed to not require repayment within the FY21 period or unless the company is able
to meet all obligations. The current related party loans represents a loan from a related
family member of a Director. It is denominated in AUD, bears interest at 15% and is payable
upon demand. The loan is unsecured.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
48
Summary of cash and non-cash changes to borrowings and other liabilities, as per the
movements in the Consolidated Statement of Cash Flows:
Financing
activities
Investing
activities
Operating
activities
Conversion
to Shares
Foreign
exchange
movements
New leases
Other
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Current convertible loans
1,750
-
-
-
-
-
-
(1,750)
-
Current finance loans
1,121
-
-
-
-
14
-
1,473
2,608
Current related party loans
2,621
-
-
-
-
(49)
-
(1,751)
821
Current lease liabilities
-
(1,855)
-
-
-
-
3,967
-
2,112
Non-current finance loans
221
-
-
-
-
-
-
(221)
-
Non-current related party loans
-
1,712
-
-
(2,668)
-
-
3,029
2,073
Non-current lease liabilities
-
-
-
-
-
-
18,758
-
18,758
Total
5,713
(143)
-
-
(2,668)
(35)
22,725
780
26,372
Movements on Consolidated
Statement of Cash Flows
Proceeds from borrowings
1,712
Principal elements of lease payments
(1,855)
(143)
Cash flows included in:
Non-cash changes:
31 Mar
2019
Net Debt
31 Mar
2020
Net Debt
The ‘Other’ column includes the effect of reclassification between current-term loans and non-
current-term loans, the effect of reclassification of loans to different loan classes, the effect of
accrued but note yet paid interest on interest-bearing loans and borrowings, including lease
liabilities. The Group classifies interest paid as cash flows from operating activities.
Hire purchase borrowings are secured over the underlying assets financed, all other borrowings
are unsecured. The Group has no available undrawn facilities. At year end there were no
lending covenants in place.
All facilities expiring within one year are subject to a review by the lenders. Refer Note 4.
Fair value
The fair value of current borrowings approximates to the fair value and the impact of discounting
is not significant.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
49
19. Equity
19.1. 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. All shares are equally
eligible to receive dividends and the repayment of capital. The shares have no par value.
Movements of share capital
31-Mar-20
31-Mar-19
Number of Shares issued:
No. of Shares
No. of Shares
Ordinary shares opening balance
489,509,248
489,509,248
Ordinary shares issued
36,470,701
-
Ordinary shares bought back on-market and cancelled
-
-
Total ordinary shares authorised at 31 March
525,979,949
489,509,248
Movements of share capital
31-Mar-20
31-Mar-19
Value of Shares issued:
$'000
$'000
Ordinary shares opening balance
42,517
42,687
Ordinary shares issued less share issue expenses
3,032
-
Ordinary shares bought back on-market and cancelled
-
-
Ordinary shares to be issued
-
(170)
Total ordinary shares authorised at period end
45,549
42,517
At 31 March 2020, there was no ordinary share capital unpaid (2019: nil).
During the year ended 31 March 2020, the company issued 36,470,701 new shares (2019: nil)
and no shares were cancelled (2019: nil).
Cooks Investment Holdings (CIHL) which acted as trustee for a number of investors was wound
up and all shares distributed to the beneficial owners. Keith Jackson acted as Bare Trustee on
behalf of the owners and the original intention was for the shares to be distributed after an
appropriate period. CIHL no longer holds any shares. Total of 36,470,701 ordinary shares were
issued at issue price of $0.0775 with effect 31
st
March 2020.
19.2. Loss per share
The calculation of basic loss per share for the year ended 31 March 2020 was based on the
weighted average number of ordinary shares on issue. The calculation of diluted earnings per
share for the year ended 31 March 2020 was based on the weighted average number of
ordinary shares.
31-Mar-20
31-Mar-19
Weighted average ordinary shares issued
489,509,248
489,509,248
Weighted average potentially dilutive options issued
-
-
Basic and diluted loss per share (New Zealand
Cents) from continuing and discontinued
operations:
(1.06)
(0.98)
Basic and diluted loss per share (New Zealand
Cents) from continuing operations:
(0.73)
(0.77)
Basic and diluted loss per share (New Zealand
Cents) from discontinued operations:
(0.33)
(0.21)
Net tangible assets per share (New Zealand Cents)
(1.75)
(1.34)
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
50
19.3. Share based payment reserve
The earn-out relating to the acquisition of the Irish business (Esquires Coffee Houses Ireland)
in 2013.
The conditions of key terms of the earn-out payment as specified in the 2013 Sale and
Purchase Agreement for the Irish business were:
• Calculation of the Earn-Out to be four times the Earnings Before Income Tax
Depreciation and Amortisation (EBITDA) for the Irish franchise business either for the
average of the three financial years prior to the earn-out payment date or the financial
year immediately prior to the earn-out payment date;
• The earn-out payment date could be triggered by formal notification from the vendor
any time up to October 2020;
• The earn-out payment was contingent on the principal owner and operator of the Irish
business remaining as an employee within the business after the acquisition date.
• The earn-out payment will be settled by the issue of Cooks shares.
Movement in Share based payment reserve
31-Mar 31-Mar
2020 2019
$’000 $’000
Esquires Coffee Ireland Limited share-based payment
Opening balance
2,163 1,588
Amount expensed during current vesting period
238 369
Adjustment based on best available estimate
- 206
Closing balance
2,401 2,163
The annual movement in the amount provided for the earn-out is included in Other
Comprehensive Income.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
51
20. Leases
20.1. Amounts recognised in the Statement of Financial Position
The Statement of Financial Position shows the following amounts relating to leases:
Right-of-use assets
31-Mar
2020
$'000
Property
Cost
2,828
Less: Accumulated depreciation
-
Net book value as at 1 April 2019
2,828
Additions
-
Remeasurement of lease liability
-
Movement in FX
145
Depreciation expense
(505)
Disposal
-
Net book value as at 31 March 2020
2,468
Cost
2,973
Less: Accumulated depreciation
(505)
Net book value as at 31 March 2020
2,468
The right-of-use assets relate to the corporate offices and the corporate-operated stores which are
expected to be franchised in the UK.
Lease liabilities
31-Mar
2020
$'000
Current2,112
Non-current18,758
20,870
Finance lease receivables
31-Mar
2020
$'000
Current1,670
Non-current16,653
18,323
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
52
The average effective interest rate contracted in 2020 is approximately 6.49% per annum.
The finance lease receivables at the end of the reporting period are neither past due nor
impaired.
20.2. Amounts recognised in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income
The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows the
following amounts relating to leases:
31-Mar
2020
$'000
As a lessee:
Interest expense on lease liabilities (included in finance
costs)
1,192
Depreciation expense on right-of-use assets (included in
depreciation and amortisation)
505
Expense relating to leases of low-value assets that are not
shown above as short-term leases (included in
administrative and other costs)
7
Income from subleasing right-of-use assets:
- Interest income from subleases classified as finance
leases
1,055
As a lessor:
Finance income on net investment in finance leases
1,055
The total cash outflow for leases to franchisee landlords in 2020 was $3,047,000.
20.3. Maturity analysis of lease payments
Lease liabilities as the lessee
31-Mar
2020
$'000
Less than one year3,335
One to five years14,658
More than five years10,640
Total undiscounted lease liabilities28,633
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
53
Finance lease arrangements as the lessor
31-Mar
2020
$'000
Year 1
2,771
Year 2
2,634
Year 3
2,606
Year 4
2,618
Year 5
2,614
Onwards
12,194
Lease payments
25,437
Unguaranteed residual values
-
Gross investment in the lease
25,437
Less: unearned finance income
(7,114)
Present value of minimum lease payments receivable
18,323
Impairment losses
-
Net investment in the lease
18,323
21. Fees paid to auditor
The Auditor of the Group for 31 March 2020 is William Buck. The previous Auditor of the
Group was BDO Auckland.
31-Mar
31-Mar
2020
2019
$'000
$'000
Audit of financial statements
- Statutory Audit
90
120
- Overseas network firms
28
28
Total fees paid to auditor
118
148
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
54
22. Reconciliation of cash flows from operating activities
31-Mar
31-Mar
2020
2019
$'000
$'000
Loss after tax
(5,183)
(4,813)
Add non-cash items:
Depreciation and amortisation
760
264
Share of losses of associate
168
399
Impairment of investment in associate
2,520
-
Add/(Less) movements in assets/liabilities:
Inventories
166
65
Trade and other receivables
(655)
1,162
Lease receivables
1,427
-
Other short-term assets
153
(145)
Trade payables
(7)
(39)
Other liabilities
750
540
Contract liabilities
94
163
Net cash flow applied to operating activities
193
(2,404)
23. 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.
Aiden Keegan is a director of Esquires Coffee UK Limited.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
55
Number of shares held by directors and other related parties:
31-Mar
31-Mar
2020
2019
Jiajiayue Holding Group
148,203,944
148,203,944
Yunnan Metropolitan Construction Investment Group Co Ltd
100,719,640
100,719,640
Keith & Patricia Jackson & PM Picot
50,051,530
50,051,530
Tasman Capital Limited
2,362,780
2,362,780
Maretha McVerry
573,687
573,687
CGF Employee Share Trust
562,486
562,486
Lighthouse Ventures Holdings Limited
455,533
455,533
Mike Hutcheson
367,671
367,671
Aiden Keegan
212,488
212,488
23.1. Transactions with related parties
The following transactions occurred with related parties during the year:
31-Mar
31-Mar
2020
2019
$'000
$'000
Purchases of goods and services
Purchase of management services
180
185
Property rental agreement with related party
-
-
Purchase of other services
-
-
Interest paid to related parties
341
205
Other transactions
Related party receivables
-
998
Subscriptions for new ordinary shares
2,668
-
Funding loans advanced by related parties
1,792
1,728
Subscriptions for ordinary shares to be issued
-
-
The above values are exclusive of GST or VAT if any.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
56
23.2. Balances outstanding with related parties
31-Mar
31-Mar
2020
2019
$'000
$'000
Outstanding balances arising from
purchases of goods and services
Entities controlled by key management personnel
457
256
Loans to/from related parties
Loans to related party
Beginning of the year
-
1,302
Loan reduction
-
(1,302)
End of period
-
-
Loans from related party
Beginning of the year
2,621
1,725
Loans advanced
1,792
1,728
Reclassification from finance loans
871
-
Satisfaction of related party receivables
(2,668)
(998)
Net foreign exchange effects
(50)
-
Interest charged
383
205
Interest paid
(55)
(39)
End of period
2,894
2,621
The above values are inclusive of GST or VAT if any.
23.3. Transactions with directors and senior management personnel
Key management of the Group are the executive members of Cooks Global Foods Limited’s
Board of Directors and senior management. Directors and senior management personnel
payments (exclusive of GST if any) made during the year includes the following expenses:
31-Mar31-Mar
20202019
$'000$'000
Directors fees8080
Salaries, wages and contractor payments9861,353
1,0661,433
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
57
24. Segment reporting
Management currently identifies the Groups product and service lines in various geographical
locations as its operating segments.
The Esquires franchising & retail segment receives two main income streams: Retail Sales
from owned stores (UK and China) and Royalties from and Product Sales to Franchisees (UK,
Europe, Ireland, and the Middle East). The supply segment represents the supply of
tea/coffee/beverages and fresh produce.
Segment information for the reporting period is as follows:
Continuing operations
31 March 2020
Global
franchising &
design
UK
franchising
Middle East
franchising &
retail
Europe
franchising &
retailSupplyCorporate Total
Global operational splits$'000$'000$'000$'000$'000$'000$'000
Revenue
1,0771,4922221,1211711074,190
Other income
-16---(4)12
Raw materials and consumables used
(3)(6)-(13)(111)-(133)
Depreciation and amortisation
(14)(83)-(6)-(84)(187)
Property related costs1(55)-(26)-(46)(126)
Net foreign exchange (losses)/gains20(1)-(2)-(86)(69)
Employee costs(112)(731)(128)(468)(7)(360)(1,806)
Other expenses(352)(597)27(478)67(770)(2,103)
Operating (loss)/profit61735121128120(1,243)(222)
Finance costs(1)(7)(1)(2)(1)(675)(687)
Impairment of investment in associate(2,520)-----(2,520)
Share of net loss of associate accounted for using the
equity method
(168)-----(168)
Loss before income tax(2,072)28120126119(1,918)(3,597)
Income tax (expense)/credit
----347
Loss for the year from continuing operations(2,072)28120126122(1,914)(3,590)
Non-current assets
Intangible assets
47845-467-1,4812,840
Property, plant and equipment
1572-25924145
Discontinued operations
31 March 2020
UK retail
USA
franchising &
retailSupplyTotal
Global operational splits$'000$'000$'000$'000
Revenue
1,899-1,0422,941
Other income
----
Raw materials and consumables used
(605)-(1,009)(1,614)
Depreciation and amortisation
(570)-(3)(573)
Property related costs(396)-(2)(398)
Net foreign exchange (losses)/gains--(5)(5)
Employee costs(724)(53)(394)(1,171)
Other expenses(468)(8)(163)(639)
Operating (loss)/profit(864)(61)(534)(1,459)
Finance costs(132)-(2)(134)
Impairment of investment in associate----
Share of net loss of associate accounted for using the
equity method
----
Loss before income tax(996)(61)(536)(1,593)
Income tax (expense)/credit
----
Loss for the year from discontinued operations(996)(61)(536)(1,593)
Non-current assets
Intangible assets
----
Assets held for Sale
379-43422
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
58
Continuing operations
31 March 2019
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
1,088
1,444
272
1,167
48
-
4,019
Other income
1
-
-
-
1
101
103
Raw materials and consumables used
-
(16)
(56)
(2)
(4)
-
(78)
Depreciation and amortisation
(29)
(153)
-
(36)
-
(10)
(228)
Property related costs
-
(71)
-
(30)
-
(124)
(225)
Net foreign exchange (losses)/gains
(108)
-
-
-
-
(124)
(232)
Employee costs
(801)
(715)
(203)
(332)
(56)
(187)
(2,294)
Other expenses
(540)
(813)
(141)
(975)
(8)
(1,220)
(3,697)
Operating (loss)/profit
(389)
(324)
(128)
(208)
(19)
(1,564)
(2,632)
Finance costs
(3)
-
-
(2)
1
(738)
(742)
Impairment of goodwill
-
-
-
-
-
-
-
Share of net loss of associate accounted for using the
equity method
(399)
-
-
-
-
-
(399)
Loss before income tax
(791)
(324)
(128)
(210)
(18)
(2,302)
(3,773)
Income tax (expense)/credit
-
-
-
-
-
(4)
(4)
Loss for the year from continuing operations
(791)
(324)
(128)
(210)
(18)
(2,306)
(3,777)
Non-current assets
Intangible assets
50
845
-
467
-
1,481
2,843
Property, plant and equipment
19
715
-
24
12
17
787
Discontinued operations
31 March 2019
UK retail
USA
franchising &
retail
Supply
Total
Global operational splits
$'000
$'000
$'000
$'000
Revenue
1,147
-
770
1,917
Other income
-
-
-
-
Raw materials and consumables used
(419)
-
(674)
(1,093)
Depreciation and amortisation
(35)
-
(1)
(36)
Property related costs
(488)
-
(6)
(494)
Net foreign exchange (losses)/gains
-
-
(6)
(6)
Employee costs
(558)
(17)
(216)
(791)
Other expenses
(152)
(175)
(195)
(522)
Operating (loss)/profit
(505)
(192)
(328)
(1,025)
Finance costs
(5)
-
(6)
(11)
Impairment of goodwill
-
-
-
-
Share of net loss of associate accounted for using the
equity method
-
-
-
-
Loss before income tax
(510)
(192)
(334)
(1,036)
Income tax (expense)/credit
-
-
-
-
Loss for the year from discontinued operations
(510)
(192)
(334)
(1,036)
Non-current assets
Intangible assets
-
-
-
-
Property, plant and equipment
-
-
-
-
25. Contingencies
Contingent Liabilities
There are no contingent liabilities as at 31 March 2020 (2019: $nil).
26. Capital commitments
There were no capital commitments as at 31 March 2020 (2019: $nil).
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
59
27. Financial risk management
Due to the broad range of the Group’s activities, there is exposure to a variety of financial risks:
• Market risk (including currency risk and interest rate risk);
• Credit risk; and
• Liquidity risk
The Group’s risk management programme focuses on minimising the potential adverse effects
of these risks. The Group’s business is primarily denominated in foreign currencies. The Group
holds New Zealand dollars and other currencies to settle transactions in the normal course of
business.
27.1. Market risk
Foreign Currency Risk
The Group operates internationally and is exposed to foreign currency risk arising from various
currency exposures. Though the NZD remains the main currency for corporate funding and
Group reporting, it will continue to diminish as a proportion of total Group as product sales
outstrip growth in the New Zealand market.
A significant amount of the Group’s transactions are carried out other than in New Zealand
Dollars. The Group has debt denominated in foreign currency which is not hedged. Exposures
to currency exchange rates arise from the Group’s overseas company holdings (Ireland and
United Kingdom), and foreign currency denominated income for New Zealand domiciled
companies (royalties, store openings, design and other franchise fees, product sales). These
are primarily denominated in European currency (EURO) and Pound Sterling (GBP).
Refer to note 18 on borrowings denominated in foreign currency. As disclosed in note 24
Segmental Reporting, global franchising and design, UK franchising, Middle East franchising
and Europe franchising are all primarily transacted in foreign currency.
27.2. Credit Risk
Credit risk is managed on a Group basis. The Group generally trades with customers and
banking counterparties who are well established. Receivables balances are managed by and
reported regularly to senior management according to the Company’s credit management
policies and procedures. The amount outstanding at reporting date represents the maximum
exposure to credit risk.
Cash and cash equivalents of the Group are deposited with a number of trading banks in New
Zealand and overseas: $49,000 is deposited with a NZ trading bank (2019: $53,000), $161,000
(2019: $242,000) with a British trading bank and $43,000 (2019: $143,000) with an Irish trading
bank. The Group uses banks with credit ratings of AA – BB.
Trade receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have been grouped based on the
days past due.
The expected loss rates are based on the payment profiles of sales over a period of 24 months
before 31 March 2020 and the corresponding historical credit losses experienced within this
period. The historical loss rates are adjusted to reflect current and forward-looking information
on macroeconomic factors affecting the ability of the customers to settle the receivables. The
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
60
Group has evaluated available forward-looking information and has concluded that there is no
indication that historical loss rates should be adjusted.
Lease receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all lease receivables
To measure the expected credit losses, lease receivables have been grouped based on shared
credit risk characteristics.
The expected loss rates are based on the historical credit losses experienced for each credit
risk group within a period of 24 months before 31 March 2020. The historical loss rates are
adjusted to reflect current and forward-looking information on macroeconomic factors affecting
the ability of the customers to settle the receivables. The Group has evaluated available
forward-looking information, including any rent relief expected to be provided due to COVID-
19, and has concluded that there is no indication that historical loss rates should be adjusted.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
61
27.3. Liquidity Risk
The Group maintains regular forecasts of liquidity based on expected cash flows. The table
below analyses the Group’s financial liabilities into relevant groups based on the remaining
period at the reporting date to the end of the contractual date. The amounts disclosed are the
contractual undiscounted cash flows.
At 31 March 2020
Less than 1
year
Between
1 and
2 years
Between
2 and 5
years
Over
5
years
$'000$'000$'000$'000
Trade payables
2,194---
Related party payables
457---
Other payables
1,345---
Short term finance loans
2,61018--
Related party loans
8212,073--
Lease Liabilities
3,335
3,056
11,60110,641
10,7625,14711,60110,641
At 31 March 2019
Less than 1
year
Between
1 and
2 years
Between
2 and
5 years
Over
5
years
$'000
$'000
$'000
$'000
Bank overdraft
148
-
-
-
Trade payables
2,658
-
-
-
Other payables
1,907
-
-
-
Short term finance loan
1,121
221
-
-
Related party loan
2,621
-
-
-
Convertible loan
1,750
-
-
-
CVA Creditors (UK)
22
-
-
-
10,227
221
-
-
For further details in relation to the liquidity risk refer to Note 4.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
62
27.4. Capital risk management
The Group’s objectives when managing capital is to safeguard the Group’s ability to continue
as a going concern in order to provide returns to shareholders and benefits to other
stakeholders and to maintain an optimal capital structure. The Group currently monitors capital
based on cash requirements and, in order to maintain or adjust the capital structure, generally
issues new shares to investors through share issues. The Group and the Company have not
been subject to any externally imposed capital requirements during the period.
The Group is currently in need of additional capital injections to be able to execute its strategy,
for further details of this refer to Note 4.
28. Financial instruments by category
31-Mar31-Mar
20202019
$'000$'000
Financial assets at amortised cost
Cash and cash equivalents
255
450
Trade and other receivables
1,171
613
1,426
1,063
Financial liabilities at amortised cost
Trade payables
2,194
2,658
Borrowings and other liabilities
5,522
5,197
7,716
7,855
Finacial liabilities at fair value through profit or loss
Embedded derivative liabilities
-
538
29. Fair value estimation
The table below analyses financial instruments carried at fair value, by valuation method. The
different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within level 1 that are observable for the asset
or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
(Level 2).
• Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs) (Level 3).
Level 1
Level 2
Level 3
Total
At 31 March 2019
$'000
$'000
$'000
$'000
Assets per the statement of financial position
-
-
-
-
Liabilities per the statement of financial position
Embedded Derivative Liabilities
-
538
-
-
-
538
-
-
The fair value for the embedded derivative conversion features (foreign exchange and share
options) a convertible note raised in July 2018.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
63
30. Post-reporting date events
Nikau Trust, a vehicle associated with Keith Jackson, has advanced short-term funds of $240k
to the company subsequent to reporting date on normal commercial terms. See Note 18(c).
CHANGE IN OWNERSHIP IN CRUX
As at 1
st
April 2020, CGF acquired the remaining 50% and now owns 100% of Crux Products
Limited.
SALE OF SCARBOROUGH FAIR
The Scarborough Fair tea and Grounded coffee brands were determined to be non-core and
were sold with a sale agreement concluded in July 2020.
The Group reclassified its beverage supply business as a discontinued operation for the year
ended 31 March 2020 after the decision was made to sell the NZ operations and dispose of
the Australian operations to focus on core business. The associated assets and liabilities are
consequently presented as held for sale in the 2020 financial statements.
The beverage supply business is comprised of Scarborough Fair Limited in NZ, and
Scarborough Fair Foods Pty Limited in Australia.
The Scarborough Fair business was sold in July 2020 after a sale process managed by external
brokers.
TRIPLE TWO ACQUISITION
CGF acquired the fast growing Triple Two Café chain in June 2020. Triple Two Coffee
franchises 13 cafes in the UK and has been one of the most 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. They now have several sites
trading in major towns, cities and shopping centres across the UK, such as London, Colchester,
Oxford, Cheltenham, Cirencester and Hove. Due to the unrivalled demand the brand has seen,
there is currently a strong pipeline of sites expected to open by the end of 2020, despite the
COVID 19 pandemic, the next being in Manchester that will open in August.
Triple Two originated from seeing an opportunity in the market to create a brand where
customers can enjoy speciality quality coffee alongside freshly prepared grab and go style food
in a relaxing, modern and unique environment.
“The Triple Two model is to create a business that gives customers an experience where they
can get great coffee and fantastic food. We will also look to accelerate our focus in our 'cafe
bar' style sites, retail range, online coffee subscriptions and international expansion, with our
first unit in Paris anticipated to still open this year.”
The acquisition fits with building scale and critical mass in our core UK market area.
On 19
th
June 2020, CGF acquired 100% of the issued shares in Triple Two Coffee Holdings
Limited, Triple Two Coffee franchises 13 cafes in the UK, for consideration of 100% of the
share capital in exchange for 102 million CGF shares and £386,425. This cash payment is due
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
64
in early 2021 and is payable in shares if targeted EBITDA is not reached in 2020. There is an
earn out provision whereby the vendors can increase their consideration by improving on the
performance in the base year which was 2019. The acquisition is expected to increase the
group’s market share and reduce cost through economies of scale. The synergistic business
will also provide profitability and add cashflow to the Esquires Coffee UK Group.
The financial effects of this transaction have not been recognised at 31
st
March 2020. The
operating results and assets and liabilities of the acquired company will be consolidated from
19
th
June 2020.
(i) Purchase consideration and fair value of net assets acquired
Details of the consideration transferred are :
Purchase consideration NZD ‘000
Cash payable 387
Shares issued 6,671
Contingent consideration 11,407
Total purchase consideration 18,465
100% of the share capital was acquired in exchange for CGF shares.
The price was being settled with an issue of 101,853,883 shares in Cooks at $0.0655
a share, based on 7.25 times the underlying profit in 2019 of $1.029m which equates
to the sum of £3,477,825 (being 90% of 7.25 x the 2019 EBITDA).
The final price will be based on 7.25 times the best underlying profit achieved by
Triple Two over the four calendar years ending in 2022.
The provisionally determined fair values of the assets and liabilities of Triple Two
Coffee Holdings at the date of acquisition are as follows :
NZD’000
Cash and cash equivalents 669
Property, plant and equipment 353
Other assets 31
Receivables 1,348
Payables (428)
Other payables (272)
Borrowings (67)
Net identifiable assets acquired 1,639
Add: goodwill and intangible assets 16,826
Net assets acquired 18,465
The fair value of intangible assets with the IP rights of the franchise system has yet to
be determined. None of the goodwill and intangible assets are expected to be
deductible for tax purposes.
The FY20 revenue for Triple Two Coffee was $2.64m and profit of $1.2m were not
included in the CGF group results for FY20.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
65
(ii) 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 year from 2020 to 2022.
The estimated total consideration based on the current forecasted results will be NZD
$18.5m if the budgeted EBITDA from CY2020-2022 are achieved, with the
consideration estimated to be 40% shares and 60% cash.
(iii) Acquisition-related costs
Acquisition-related costs of $31,000 will be included in administrative expenses in the
statement of profit or loss in the reporting period ending 31 March 2021.
(iv) Information not disclosed as not yet available
At the time the financial statements were authorised for issue, CGF had not yet
completed the accounting for the acquisition of Triple Two Coffee Holdings Limited. It
is also not yet possible to provide detailed information about their latest financial
results and any contingent liabilities of the acquired entity.
COVID-19 PANDEMIC
The Group earns revenue from their franchisees and company owned stores. The COVID-19
pandemic and responses inhibited general activity and confidence levels within the community,
the economy and the operations of the Group’s business.
When the UK and Ireland went into lock down towards the end of March 2020 all stores globally
were closed including the Middle East, Pakistan and Portugal. The UK and Ireland stores
reopened in July 2020 with limited services varying across different diversified locations which
allowed dine in service but had social distancing restrictions. While the impact of COVID-19
remains uncertain as at the date of signing these financial statements, the Group continues to
monitor developments and has initiated plans to mitigate adverse impacts and maximise
opportunities.
In response to the COVID-19 pandemic, management has:
• Implemented appropriate health and safety responses to ensure the continuity of its
business operations under each of the Alert Levels, whilst complying with the applicable
public health and social measures for that level.
• Implemented measures to reduce operating costs and capital expenditures (where
applicable deferring non essential capital projects).
• Provided Royalty Relief to franchisees over the period April 2020 to September 2020.
Applied for the COVID-19 ‘Wage Subsidy Scheme’ developed by the New Zealand
Government, which is available to certain New Zealand businesses that are adversely affected
by the COVID-19 pandemic. Similar schemes in the UK and Ireland were also applied including
rebates from our suppliers. In the UK the company is a participant in the “Eat out, help out”
government initiative which provides support to the level of 50% of the bill for dine in customers
to a limit of £10 per person (including children). This is of particular importance with the UK and
Irish stores reopening which we monitor closely at Group on its performance in FY21.
This wage subsidy will be taken to the Statement of Comprehensive Income as other income,
and allocated over 12 weeks from the 1 April 2020, thus increasing the Group’s FY21 revenue.
COOKS GLOBAL FOODS LIMITED
Notes to the Consolidated Financial Statements
66
Approached landlords for rent relief during the lockdown periods. The group received rent relief
on all occupied sites and the franchise system also received short-term rent relief packages
and still in negotiation with the landlords. This rent relief occurred in FY21 from 1 April 2020.
These financial statements have been prepared based upon conditions existing at the end of
the reporting period 31 March 2020, and considering those events occurring subsequent to that
date, up to the date of the signing of these financial statements, that provide evidence of
conditions that existed at the end of the reporting period. As the outbreak of COVID-19
pandemic occurred before 31 March 2020, its impacts are considered an event that is indicative
of conditions that arose prior to reporting period.
While we know there will be significant impacts on the broader New Zealand and global
economy, and on our business, there is currently a high level of uncertainty on the scale of
those impacts. In the face of this uncertainty, investors and stakeholders should know that the
Group is focused on tight, disciplined governance and management to ensure CGF comes
through this crisis as strongly as it possibly can.
The implications of COVID-19 placed even greater importance on cost management.
Significant cost reductions have been identified and CGF is committed to delivering them in
FY21. Accordingly, as at the date of the signing of these financial statements, all reasonably
known and available information with respect to the COVID-19 pandemic, has been taken into
consideration and all reasonably determinable adjustments have been made in preparing these
financial statements. Management has also determined that the Group has sufficient available
financial resources and facilities to maintain the application of the going concern basis of
accounting for the 12 months from the date of signing these financial statements.
The Group relied on the NZX class waiver from listing rules 3.5.1 and 3.6.1, dated 19 March
2020, which provides listed companies with an additional 30 days to prepare and release
results announcements, and an additional two months to prepare and release annual reports
in acknowledgement of the challenges caused by Covid-19.
COOKS GLOBAL FOODS LIMITED
67
STATUTORY INFORMATION AND CORPORATE GOVERNANCE
Directors Relevant Interests in Company Securities as at 31 March 2020
Substantial Security Holder Shares Held
Graeme Keith Jackson, Patricia Frances Jackson
& Philip Mack Picot
50,051,530
Mike Hutcheson 367,671
Total Number of Shares Held: 50,419,201
Director Dealings in Company Securities
There have been the following transactions in respect of Cooks Global Foods Limited (CGF or
Company) securities by directors of the Company (Directors) in the 12 months ending 31 March
2020:
Director Dealings
Mr. Graeme Keith Jackson
• Mr. Graeme Keith Jackson is the beneficial holder
of 12,877,811 ordinary shares in the Company
currently held by Graeme Keith Jackson, Patricia
Frances Jackson & Philip Mack Picot.
Interests Register
CGF has D&O insurance which ensures that generally, Directors and officers will incur no monetary
loss as a result of actions undertaken by them. CGF has entered an indemnity in favour of its
Directors for the purposes of Section 162 of the Companies Act 1993.
Use of Company Information
The Board received no notices from Directors wishing to use Company information received in
their capacity as Directors which would not have been ordinarily available.
COOKS GLOBAL FOODS LIMITED
68
Other Director Interests
Other directorship appointments during the financial year ended 31 July 2020 held by CGF
Directors:
Graeme Keith Jackson
Arana Holdings Limited Esquires Middle East & Africa IP Holdings Limited
CFG Employee Share Trust Limited Esquires Northern Cyprus Limited
Cooks Global Foods Limited Esquires NZ Franchise Holdings Limited
Cooks Investment Holdings Limited Esquires Office Limited
Cooks Supply Limited Esquires Oman Limited
Crux Products Limited Esquires Pakistan Limited
Dairy Farm Investments (Ruawhata) Limited Esquires Port Denarau Marina Limited
Esquires Asia Limited Esquires Portugal Limited
Esquires Bahrain Limited Esquires Qatar Limited
Esquires Canada IP Limited Esquires Romania Limited
Esquires China Limited Esquires Saudi Arabia Limited
Esquires Coffee China Limited Esquires Supply No 2 Limited
Esquires Coffee India Limited Esquires Turkey Limited
Esquires Coffee Malaysia IP Holdings Limited Esquires U.A.E. Limited
Esquires Coffee Supply Limited Esquires UK 1 Limited
Esquires Egypt Limited Franchise Development Limited
Esquires EP & Bahrain Limited Franchise Holdings NZ Limited
Esquires Fiji Limited Franchise Management NZ Limited
Esquires Global IP Holdings Limited Jackson & Associates Limited
Esquires India Limited LSD Global Limited
Esquires Indonesia Limited Nikau Trust
Esquires Iraq IP Holdings Limited Resnik Corporation Limited
Esquires Jordan Limited Scarborough Fair Limited
Esquires Kuwait Limited Ascension Capital Limited
Esquires Malaysia Limited Weihai Station Limited
Michael George Rae Hutcheson
2 Life Limited
Eschool Limited
Lighthouse Ventures Limited
Eschool Holdings Limited Lonely Cow Wines Holdings Limited
Cooks Global Foods Limited AUT Ventures
Eunoia Holdings Limited Raye Blumenthal Freedman Trust
Hotfoot Retail Services Limited Scarborough Fair Limited
Ice Capital Partners Limited Tangible Media Limited
Image Centre Holdings Limited The Lighthouse Ideas Company Limited
Image Centre Publishing Limited Tradewinds Investment Trust
Lighthouse Ideas Limited
Auckland University of Technology
Paul Valentine Mark Elliott
Agribusiness Investments NZ Limited Elliott Capital Advisors Limited
Agribusiness Solutions NZ Limited Parawai Point Trustees Limited
Cooks Global Foods Limited Time Capital NZ Limited
EFT Trustees Limited
Ignite Finance Limited
Ignite Nominees Limited
Ignite Solutions Limited
COOKS GLOBAL FOODS LIMITED
69
Peihuan Wang
Cooks Global Foods Limited Shandong Shibale Supermarket Limited
Crux Products Limited Spar China Group LTD.
Jiajiayue Group Limited. (China) Weihai Station Limited
Jiajiayue Holding Group Limited (CHINA)
Alex Qiang Kui
Caiyun International Investment Limited
Australia YMCI Pty Limited
Top Spring International Holding Limited
Spread of Quoted Security Holders as at 31 July 2020:
RANGE
SHAREHOLDERS SHARES
NUMBER % NUMBER %
1-1,000 272 43.17 269,811 0.04
1,001-5,000 71 11.27 196,108 0.03
5,001-10,000 21 3.33 163,187 0.03
10,001-50,000 105 16.67 2,931,394 0.47
50,001-100,000 29 4.60 2,080,284 0.33
100,001 and over 132 20.95 622,193,047 99.10
TOTAL 630 100.00 627,833,831 100.00
COOKS GLOBAL FOODS LIMITED
70
20 Largest Holdings of Equity Securities
As at 31 July 2020:
Rank Investor Name Total Units
%
Issued
Capital
1 Jiajiayue Holding Group Limited 148,203,944 23.61
2
Graeme Keith Jackson & Patricia Frances Jackson &
Phillip Mack Picot 106,609,689 16.98
3
Yunnan Metropolitan Construction Investment Group
Co Ltd 100,719,640 16.04
4 Graham Hodgetts 53,218,654 8.48
5 ADG Investments Limited 42,199,758 6.72
6 Alistair Tillen 20,065,215 3.20
7 Suhua He 13,915,182 2.22
8 David Hodgetts 12,120,612 1.93
9 Sezan Walker 12,069,685 1.92
10 Shuxin Zhang 9,013,773 1.44
11 PKB Trustees Limited 6,453,562 1.03
12
Graham Maxwell Drury & Gloria Kaye Drury & Srhb
2006 Trustee Company Ltd 6,451,135 1.03
13 Peter James Kirton 5,005,723 0.80
14 Anne Margaret Mervis 4,521,477 0.72
15 Emma Jane Waite 3,275,333 0.52
16 Real Action Group Limited 3,251,334 0.52
17
Lewis Andrew Deeks & Wendy May Stanley &
Pompallier Investment Management Limited 2,960,000 0.47
18 New Zealand Central Securities Depository Limited 2,872,239 0.46
19 Ruby Cove Holdings Limited 2,650,867 0.42
20
Neil Robert Butler & Kim Maree Green & Oac
Trustees Limited 2,500,000 0.40
558,077,822 88.89
SUBSTANTIAL PRODUCT HOLDERS
The following information is provided in compliance with section 293 of the Financial Markets
Conduct Act 2013 and is stated as at 31 July 2020. The total number of voting financial products
of Cooks Global Foods Limited at that date was 627,833,831 and ordinary shares are the only such
product on issue.
Holder Name
Number Ordinary
Shares held
Disclosure date
Michael George Rae Hutcheson
and Michelle Marie Hutcheson
986,980 20 May 2019
Graeme Keith Jackson & Patricia
Frances Jackson & Phillip Mack
Picot
106,609,689
31 July 2020
COOKS GLOBAL FOODS LIMITED
71
EMPLOYEE REMUNERATION
During the accounting period, the following number of CGF’s employees/independent contractors
(not being a director) received remuneration and other benefits in that person’s capacity as
employee/independent contractor of CGF, the value of which exceeded $100,000 per annum:
Remuneration ranges
For CGF Group:
Number of
employees
2020
Number of
employees
2019
100,000 – 109,999 - 1
110,000 – 119,999 1 2
130,000 – 139,999 1 -
140,000 – 149,999 - 1
160,000 – 169,999 - 1
170,000 – 179,999 1 2
180,000 – 189,999 1 1
190,000 – 199,999 - -
200,000 – 209,999 1 -
DIRECTOR REMUNERATION AND OTHER BENEFITS
During the accounting period, the Directors of the Company received the following remuneration:
Name
Directors’
Fees
Executive
Salary
Share based
payments
Mike Hutcheson
40,000 - -
Graeme Keith Jackson -
180,000 -
Paul Elliott
33,330 - -
Peihuan Wang
- - -
Alex Qiang Kui
- - -
Donations
No donations were made in the 12-month financial period ended 31 March 2020.
COOKS GLOBAL FOODS LIMITED
72
CORPORATE GOVERNANCE STATEMENT
Cooks Global Foods Limited (CGF) believes in the benefit of good corporate governance and
the value it provides for shareholders and other stakeholders. CGF is committed to ensuring
that the company meets best practice corporate governance principles, to the extent that it is
appropriate for the nature of CGF’s operations.
The board of CGF is responsible for establishing and implementing the company’s corporate
governance frameworks, and is committed to fulfilling this role in accordance with best practice
having regard to applicable laws, the NZX Corporate Governance Code and the Financial
Markets Authority Corporate Governance – Principles and Guidelines.
As at 31 March 2020, CGF has implemented policies and processes to establish, shape and
maintain appropriate governance standards and behaviours throughout CGF that aligns with
the NZX Corporate Governance Code 2017 (Code). CGF’s approach to applying the
recommendations outlined in the Code is set out below. This statement is set out in the order
of the principles detailed in the Code and explains how CGF is applying the Code’s
recommendations. CGF is in compliance with the Code, with the exception of
recommendations 2.8 and 6.1 for the reasons explained below.
Principle 1 – Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold
management accountable for these standards being followed throughout the
organisation.”
Code of Ethics
The Board Charter, Code of Ethics and Code of Conduct establish the standards of ethical
behaviour expected of Directors and staff. The Board expects Directors, management and staff
to personally subscribe to these values and use them as a guide to make decisions. The Audit
and Risk Committee has responsibility for monitoring compliance with internal processes,
including compliance with the Code of Ethics.
Directors are expected to ensure the potential for conflicts of interests is minimised by restricting
involvement in other businesses or in private capacities that could lead to a conflict. In
considering matters affecting the Company, Directors are required to disclose any actual or
potential conflicts. Where a conflict or potential conflict is disclosed, the Director takes no further
part in receipt of information or participation in discussions on that matter. The Board maintains
an interests’ register and it is reviewed at each board meeting.
Should any member of staff have concerns regarding practices that may conflict with the Code
of Conduct they are able to raise the matter with the Chair, as appropriate, on a confidential
basis. Directors would raise any concerns regarding compliance with the Code of Ethics with
the Chair. The Chair of the Board and the Chair of the Audit and Risk Committee note there
have been no financial matters raised in this respect in the 2020 financial year.
COOKS GLOBAL FOODS LIMITED
73
Financial Product Trading
Directors, officers, employees and contractors are restricted in their trading of Cooks Global
Foods securities and must comply with the Financial Products Trading Policy and Guidelines
which is available on the Website.
Principle 2 – Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills,
knowledge, experience and perspectives.”
Board Charter
The Board of Directors of the Company is elected by the shareholders to supervise the
management of the Company. The Board establishes the Company's objectives, overall policy
framework within which the business of the Company is conducted and confirms strategies for
achieving these objectives. The Board also monitors performance and ensures that procedures
are in place to provide effective internal financial control.
The Board is responsible for guiding the corporate strategy and direction of the Company and
has overall responsibility for decision making. The Board has delegated responsibility for
implementing the Board’s strategy and for managing the operations of the Company to the
Chairman.
CGF’s board operates under a written charter which defines the respective functions and
responsibilities of the board, focusing on the values, principles and practices that provide the
corporate governance framework. The charter complies with the relevant recommendations in
the Code and is reviewed annually.
The board uses committees to address certain matters that require detailed consideration. The
board retains ultimate responsibility for the function of its committees and determines their
responsibilities.
Nomination and appointment of directors
In accordance with CGF’s constitution and NZX Listing Rules, the directors are required to retire
by rotation and may offer themselves for re-election by shareholders each year. Procedures for
the appointment and removal of directors are also governed by the Board Charter. CGF does
not maintain a separate nomination committee, given the current size and nature of CGF’s
business, director nominations and appointments are the responsibility of the full board.
Written Agreements with directors
CGF intends to enter written agreements with any newly appointed directors establishing the
terms of their appointment.
Director Information and Independence
The Board currently comprises of five Directors including the Chairman & Chief Executive
Officer, Keith Jackson. The Board met twice during the year on a formal basis. The Audit and
Finance Committee meetings are held outside these meetings on a regular basis as required.
The board takes into account guidance provided under the NZX Listing Rules in determining
the independence of directors. Director independence is considered annually. Directors are
required to inform the board as soon as practicable if they think their status as an independent
director has (or may have) changed.
COOKS GLOBAL FOODS LIMITED
74
The directors that the board considers are independent and information in respect of directors’
ownership interests is contained in this annual report.
Diversity
Cooks recognises the wide-ranging benefits that diversity brings to an organisation and its
workplaces. Cooks endeavours to ensure diversity at all levels of the organisation to ensure a
balance of skills and perspectives are available in the service of our shareholders and
customers. To this end, the Board is committed to fostering a culture that embraces diversity.
The Board also has the responsibility of monitoring and promoting the diversity of staff and
associated corporate culture, including requiring that recruitment and selection processes at all
levels are appropriately structured so that a diverse range of candidates are considered and to
avoid conscious and unconscious biases that might discriminate against certain candidates.
The gender balance of the Group’s Directors, officers and all employees were as follows:
As at 31 March 2019 As at 31 March 2020
Directors Officers Employees Directors Officers Employees
Female - - 29 - - 26
Male 5 1 15 5 1 16
Total 5 1 44 5 1 42
At 31 March 2020, the Group’s Directors, officers and all employees 15 nationalities are
represented.
Director Training
All directors are responsible for ensuring they remain current in understanding their duties as
directors. Where necessary, CGF will support directors to help develop and maintain directors’
skills and knowledge relevant to performing their role.
Separation of the Chair and Managing Director
Due to the size and nature of CGF and its cash flow requirements CGF does not comply with
2.8 of the Code, the chair of the board and managing director are not separate people.
Principle 3 – Board Committees
“The board should use committees where this will enhance its effectiveness in key areas,
while still retaining board responsibility.”
Given the small scale of the company and board, the board currently has one standing
committees, the Audit and Risk. This committee operates under a specific charter which is
approved by the Board and will be reviewed annually. Any recommendations made by these
committees are recommendations to the board.
COOKS GLOBAL FOODS LIMITED
75
Directors
Name Status Current/Resigned
Sub-committee
membership
Attendance*
Keith Jackson Chairman & CEO Executive Appointed 18/8/08 Audit & Finance 5
Paul Elliott Non-Executive Independent Appointed 30/5/19 Audit & Finance 5
Mike Hutcheson Non-Executive Independent Appointed 3/10/13 Audit & Finance 5
Peihuan Wang Non-Executive Independent Appointed 29/4/16 - 2
Alex Qiang Kui Non-Executive Independent Appointed 27/2/19 - - 2
Audit and Risk Committee
The Audit and Risk Committee Charter sets out the objectives of the Audit and Risk Committee
which are to provide assistance to the board in fulfilling its responsibilities in relation to the
company’s financial reporting, internal controls structure, risk management systems and the
external audit function.
The audit committee currently comprises Keith Jackson, Paul Elliott and Mike Hutcheson. Paul
Elliott and Mike Hutcheson are considered Independent Directors for the purposes of NZX
Listing Rule 2.1.1. All members of the Audit and Risk Committee have appropriate financial
experience and an understanding of the industry in which CGF operates.
The Audit and Risk Committee focusses on audit and risk management and specifically
addresses responsibilities relative to financial reporting and regulatory compliance. The Audit
and Risk Committee is accountable for ensuring the performance and independence of the
external auditor, including that CGF provides for 5-yearly rotation of either the external auditor
or the lead audit partner.
The committee provides a forum for the effective communication between the board and
external auditors. The responsibilities of the committee include:
• reviewing the appointment of the external auditor, the annual audit plan, and addressing any
recommendations from the audit;
• reviewing any financial information to be issued to the public; and
• ensuring that appropriate financial systems and internal controls are in place.
The Audit and Risk Committee may have in attendance the Managing Director and/or others
including the external auditor as required from time to time.
Takeover Response Protocol
The board has protocols in place that set out the procedure to be followed if there is a takeover
offer for CGF. This procedure is set out in the board charter.
COOKS GLOBAL FOODS LIMITED
76
Principle 4 – Reporting and Disclosure
“The board should demand integrity in financial and non-financial reporting, and in the
timeliness and balance of corporate disclosures.”
Continuous Disclosure
The board focusses on providing accurate, adequate and timely information both to existing
shareholders and the market generally. This enables all investors to make informed decisions
about CGF.
CGF, as a company listed on the NZX Main Board, has an obligation to comply with the
disclosure requirements under the NZX Listing Rules, and the Financial Markets Conduct Act
2013. CGF has a Continuous Disclosure Policy designed to ensure this occurs. CGF
recognises that these requirements aim to provide equal access for all investors or potential
investors to material price-sensitive information concerning issuers or their financial products.
This in turn promotes confidence in the market. The Continuous Disclosure Policy outlines the
obligations for CGF in satisfying the disclosure requirements. CGF’s Disclosure Officer
(currently the Chair) is responsible for ensuring compliance with the NZX continuous disclosure
requirements and overseeing and co-ordinating disclosure to the exchange.
Financial Reporting
The Board monitors:
• available cash in the Company to ensure there are sufficient funds available to satisfy debts as
they fall due; and
• the continued support of the Company’s principal creditors, to ensure their continued support of
the Company and continued intention to not call up amounts owing to them.
The Board is committed to keeping the market and its shareholders informed of all material
information relating to the Company through meeting the obligations imposed under the Listing
Rules and relevant legislation such as the Financial Markets Conduct Act 2013.
CGF seeks to make disclosures in a timely and balanced way to ensure transparency in the
market and equality of information for investors. The Company also recognises the benefits of
providing other releases that broaden the market’s knowledge of the Company’s business and
financial performance and seeks, where appropriate, to use communications that achieve this
objective.
The website is a key channel for the distribution of Cooks’ information and is updated after
documents are disclosed on the NZX.
The Chair of the Board and the CEO are responsible for the day to day management of ensuring
these obligations are met. The Board will review compliance with the continuous disclosure
obligations at every board meeting.
Cooks was referred by NZX to the NZ Markets Disciplinary Tribunal (Tribunal) and in a
determination dated 4 February 2020, the Tribunal found that Cooks Global Foods Limited
(CGF) breached NZX Listing Rule 3.6.1 by filing its 2019 Annual Report 5 business days late.
The Tribunal ordered that CGF pay a financial penalty of $35,000, pay the costs of NZX and the
Tribunal, and be publicly censured.
COOKS GLOBAL FOODS LIMITED
77
Principle 5 – Remuneration
“The remuneration of directors and executives should be transparent, fair and
reasonable.”
Directors’ Remuneration
The Remuneration Committee makes recommendations to the board on remuneration matters
in keeping with the Remuneration Policy which outlines the key principles that influence CGF’s
remuneration practices. The committee is also responsible for making recommendations to the
board on the remuneration of the Chair. Directors’ fees are determined by the board on the
recommendation of the committee within the aggregate director remuneration pool approved by
shareholders.
Details of remuneration paid to directors are disclosed in the latest annual report.
Principle 6 –Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer
and how to manage them. The Board should regularly verify that the issuer has
appropriate processes that identify and manage potential and material risks.”
The board considers its material risks are any decision to realise or make new investments and
to carefully manage cash flow. The Managing Director reports regularly to the full board on these
key risks, and operating expenses are kept to a bare minimum.
Key risk management tools used by CGF include the Audit and Risk Committee function and
outsourcing certain functions to service providers (such as legal and audit). CGF also maintains
insurance policies that is considers adequate to meet insurable risks. The board of CGF will
continue to regularly consider any potential risks and its risk management processes and adapt
these should the nature and size of the business change in the future. While CGF is comfortable
this approach to risk is sufficient, it does not comply with recommendation 6.1 of the Code as it
does not have a formal risk management framework.
Health and Safety
The board does not consider it necessary to maintain a specific health and safety committee.
The full board of CGF recognise the importance of health and safety considerations, and will
continue to assess any risks, management and performance in this regard in the future.
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
The Audit and Risk Committee makes recommendations to the board on the appointment of
the external auditor as set out in Audit and Risk Committee Charter. The committee also
monitors the independence and effectiveness of the external auditor and reviews and approves
any non-audit services performed by the external auditor.
COOKS GLOBAL FOODS LIMITED
78
Principle 8 – Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the issuer.”
Information for Shareholders
The Company aims to ensure that shareholders are informed of all major developments
affecting the Company affairs. Information is communicated to shareholders in the Annual
Report, Interim Report, and regular NZX announcements, including major share transactions,
acquisitions, store expansion and new franchises and any personnel changes of significance.
The company website provides an overview of the business and information about CGF. This
information includes details of investments, latest news, investor information, key corporate
governance information, and copies of significant NZX announcements. The website also
provides profiles of the directors and the senior executive team. Copies of previous annual
reports, financial statements, and results presentations are available on the website.
Shareholders have the right to vote on major decisions of the company in accordance with
requirements set out in the Companies Act 1993 and the NZX Listing Rules.
Communicating with Shareholders
CGF endeavours to communicate regularly with its shareholders through its market updates
and other investor communications. The company receives questions from time to time from
shareholders, and has processes in place to ensure shareholder communications are
responded to in a timely and accurate manner. CGF’s website sets out appropriate contact
details for communications from shareholders, including the phone number and email address
of the Chair, Keith Jackson. CGF provides the opportunity for shareholders to receive and send
communications by post or electronically.
CGF sends the annual shareholders notice of meeting and publishes it on the company website
as soon as possible and at least 28 days before the meeting each year.
COOKS GLOBAL FOODS LIMITED
79
Directory
Company number: 2089337
Year of incorporation: 2008
Registered office: Level 5, 3 City Road
Auckland 1010
Nature of business: Food & beverage industry
Directors:
Graeme Keith Jackson
Michael George Rae Hutcheson
Peihuan Wang
Paul Valentine Mark Elliott (Appointed 30 May 2019)
Alex Qiang Kui (Appointed 27 February 2019)
Solicitors: Duncan Cotterill
Wellington
Bankers: ANZ Bank, Auckland
Auditors: William Buck Audit (NZ) Limited
Share registry: Link Market Services Limited
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.
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