Full Year Result

NZX Release 30th May 2022

REPORT FOR THE 12 MONTHS TO 31 MARCH 2022

Cooks re-building with positive recovery from
Covid-19

SUMMARY

• Cooks Coffee Company reports net profit before tax from both continuing and
discontinued operations was $0.34 million which compared to the prior period loss
of $2.62m. The results reflect the recovery of café sales particularly in the UK,
the full year contribution of the Triple Two acquisition and the benefits of prior
restructuring and reduction of costs.
• The recovery in café sales in the UK where government restrictions on trading
were relaxed from mid-July 2021 was positive with store sales in FY22 being 123%
of the pre covid FY2019 year.
• In Ireland where the government restrictions did not relax until February 2022 the
store sales were 75% of FY2019 figures. Store sales for Q4 (January – March) in
Ireland were 97% of FY2019 equivalent. The trend points to sales recovering above
pre covid levels providing that restrictions remain lifted.
• The acquisition of the fast-growing Triple Two Coffee business in June 2020 has
added scale to the core UK market and placed Cooks as the #4 Coffee focused
café chain in the UK according to Allegra Research. Triple Two had 20 cafes at
the end of March 2022.
• Total group revenue from continuing activities increased 283.2% to $6.7 million.
• Cooks completed steps to restructure the balance sheet and with a combination
of cash injections and debt to share conversions, company debt has been reduced
by $3.3m as at 31
st
March 2022.
• Total Equity in the company improved to a positive $3.1m from negative equity of
$1.7m last year.
• With much of its business activity in the United Kingdom and Ireland, the company
is planning for a potential dual public listing in the UK in the near future.
• The company has changed its name to Cooks Coffee Company to better reflect
the business that it is involved in and undertook a 15:1 share conversion on 30
th

March 2022.
• The company has appointed to the Board Michael Ambrose, who is an experienced
and well-respected company director.

Cooks Executive Chairman Keith Jackson said that the year was the beginning of the
recovery from the impact of the Covid-19 pandemic with the UK showing strong
resilience, the recovery was expected to continue, and the store growth was expected
to resume as Cooks works to consolidate its position as the 4
th
largest coffee focused
café chain in the UK.

BALANCE SHEET
Total Equity in the company improved to a positive of $3.1m from a negative position
of $1.7m last year. This improvement arose primarily from capital raising and debt
conversions.
Borrowings reduced by $3.3m from $6.5m last year to $3.2m this year. The reduction
included the debt conversion of $2m by parties related to the Chairman, Keith Jackson
along with other debt to share conversions and some debts paid down.

Management assessed the Value in Use for the UK Triple Two business unit and as
a result of this assessment impaired Goodwill by $5.5m. Main considerations for this
impairment related to reassessing forecasts off the back of the Covid pandemic and
the likely slow return to a more normalised business environment.

Contingent consideration was also reviewed against the terms of the original
acquisition agreement for the Triple Two business and the forecast earnout likely to
crystalise with the final earn out period ending 31 December 2022. This review
resulted in $6.3m of contingent consideration payable being derecognised and an
appropriate reduction in the previously recognised liability.

OPERATIONAL BUSINESS PERFORMANCE

THE UNITED KINGDOM
Esquires UK store numbers increased to 47 at the end of March. During the year, 3
new stores were opened and 2 were closed whilst 1 store was re-opened after a
period of closure during covid.

TRIPLE TWO COFFEE
The Triple Two network that was acquired in June 2020, opened 10 new stores during
the financial year and there were 20 cafes operating at the end of the financial year.
Triple Two was identified as a “rising star” by IGD (Institute of Grocery Distribution)
in a report into the UK Coffee Sector.

UK SUMMARY

With 67 stores operating at the end of March the group are the 4
th
largest coffee
focused café chain in the UK after Costa, Starbucks & the Caffe Nero group, based
on Allegra Research data. The growth pathway remains positive and with the combined
Esquires and Triple Two brands we believe we have a scalable business with critical
mass and are well placed to deliver strong and sustainable results.


IRELAND
Outlet numbers at the end of the year were 15 and there is an encouraging pipeline
of new stores in development for the balance of 2022 and beyond.

GLOBAL
Cooks operating revenue in the segment was $0.3 million compared to last year’s
operating revenue of $0.2 million as the international franchised markets recovered
in the Middle East in particular.

Saudi Arabia expanded with the addition of new stores in Mecca and Jeddah where
a new store was opened at the new international airport in February 2022.


SUMMARY
FY22 has shown the benefits of the resilience of the company’s brands and
the strength of its core markets in the UK and Ireland that position the
company well for future growth and development.




ABOUT COOKS COFFEE COMPANY
Cooks Global Foods operates in world markets and is listed on the NZX market
operated by NZX Limited in New Zealand under the code CCC. It owns the intellectual
property and master franchising rights to Esquires Coffee Houses worldwide (excluding
New Zealand and Australia) & Triple Two Coffee globally. Cooks currently operates or
franchises: Esquires Coffee in the United Kingdom, Ireland, Portugal, Bahrain, Kuwait,
Saudi Arabia, Jordan, Pakistan & Indonesia; Triple Two Coffee in the United Kingdom
and for more information visit: www.cookscoffeecompany.com

---

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019

14912672_1


Results for announcement to the market
Name of issuer Cooks Coffee Company Limited
Reporting Period 12 months to 31 March 2022
Previous Reporting Period 12 months to 31 March 2021
Currency
Amount (000s) Percentage change
Revenue from continuing
operations
$6,659 283.2%
Total Revenue $6,659 283.2%
Net profit/(loss) from
continuing operations
$649 125.6%
Total net profit/(loss) $339 113.3%
Interim/Final Dividend
Amount per Quoted Equity
Security
It is not proposed to pay a dividend.
Imputed amount per Quoted
Equity Security
N/A
Record Date N/A
Dividend Payment Date N/A
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
($0.19) ($0.50)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Cooks undertook a 1 for 15 share consolidation on 31 March
2022. For comparability, the consolidation has been applied to
Net Tangible Assets per Quoted Equity Security for the prior
comparable period.
Refer to attached financial results and commentary.
Authority for this announcement
Name of person

authorised
to make this announcement
Keith Jackson
Contact person for this
announcement
Keith Jackson
Contact phone number 021 702 509
Contact email address keith.jackson@cookscoffeecompany.com
Date of release through MAP

30 May 2022

Unaudited financial statements accompany this announcement.

Appendix 1 Release
30 May 2022
Cooks Coffee Company Limited
This document covers Cooks Coffee Company Limited's unaudited financial results for the year
ended 31 March 2022
A:Cooks Coffee Company Limited
Preliminary announcement for the year ended 31 March 2022
in accordance with Listing Rule 10.4.2 are recorded below.
This report has been prepared in a manner which complies with generally accepted accounting practice and gives a true and
fair view of the matters to which the report relates, and is based on unaudited financial statements. In the prior year, the Audit
Report has made note of Material Uncertainty related to Going Concern.
The accounting policies used in the preparation of these financial statements are consistent with those used in the interim
statements for the six months ended 30 September 2021, and in the audited financial statements for the year ended
31 March 2021.
The Listed Issuer has a formally constituted Audit & Risk Committee of the Board of Directors.
UnauditedAudited.
B:Consolidated Statement of Financial PerformanceMar-22Up / DownMar-21
$NZ '000%$NZ '000
Revenue6,569283.2%1,714
Cost of sales(1,212)(777.7%)(138)
Gross profit5,357239.9%1,576
Operating expenses and staff costs(4,927)(42.9%)(3,449)
Impairment of provision credit losses
(123)
(155.9%)
(48)
Other income449(55.7%)1,013
Operating profit/(loss) before depreciation and amortisation756183.2%(908)
Depreciation and amortisation(627)23.4%(819)
Operating profit/(loss)129107.4%(1,727)
Interest Income 1,076(6.2%)1,147
Impairment of Goodwill(5,528)
--
Finance costs(1,296)36.4%(2,038)
Revaluation of contingent consideration payable6,265
--
Profit/(Loss) before income tax646124.7%(2,618)
Income tax benefit/(expense)3(96.2%)
79
Net Profit/(Loss) for the year from continuing operations649125.6%(2,539)
Net Profit/(Loss) for the year from discontinued operations(310)(5457.8%)(6)
Net Profit/(Loss) for the year339113.3%(2,545)
Earnings Per Share (Cents per share):0.05(0.42)
Preliminary unaudited full year report on consolidated results (including the results for the previous corresponding year) in

UnauditedAudited
C:Consolidated Statement of Financial PositionMar-22Up / DownMar-21
$NZ '000%$NZ '000
Assets
Cash and cash equivalents1,156886
Trade and other receivables1,3034,615
Other current assets8061,274
Assets classified as held-for-sale18
29
Property, plant and equipment 20478
Right-of-use assets3,163
715
Lease receivables15,22718,283
Other non-current assets15
15
Total tangible assets21,892(15.5%)25,895
Goodwill5,91311,569
Intangible assets7,2627,495
Total assets35,067(22.0%)44,959
Liabilities
Trade and other payables8,26912,356
Contingent Consideration- 6,431
Lease liabilities18,75119,080
Borrowings - Loans3,2496,499
Other liabilities4811,008
Deferred tax liabilities1,250
1,306
Total liabilities32,00031.4%46,680
Net (liabilities)/assets3,067278.2%(1,721)
Equity
Share capital56,78952,220
Accumulated losses(56,213)(56,550)
Foreign currency translation reserve90208
Share based equity reserve2,4012,401
Total equity attributable to equity holders of the Company3,067278.2%(1,721)
Total equity 3,067278.2%(1,721)
CentsCents
Net tangible assets per share (19.05)(49.66)
UnauditedAudited
D:Statement of Changes in EquityMar-22Up / DownMar-21
$NZ '000%$NZ '000
Profit/(Loss) for the period339113.4%(2,545)
Net increase in issued share capital4,5686,671
Foreign currency translation reserve(119)58
Option to purchase own shares-(194)
Movements in equity for the period4,78820.0%3,990
Equity at start of the period(1,721)(5,711)
Share based payment reserve
--
Equity at end of the period3,067278.2%(1,721)
UnauditedAudited
E:Consolidated Statement of Cash FlowsMar-22Up / DownMar-21
$NZ '000%$NZ '000
Profit/(Loss) for the period339113.3%(2,545)
Add/(Less):
Depreciation & Amortisation627819
Impairment of Goodwill5,528
-
Reduction in contingent consideration payable(6,265)
-
Net movements in working capital(324)2,337
Net cash flow from operating activities(95)(115.5%)611
Net cash flow from investing activities 32102.2%(1,445)
Net cash flow from financing activities 333(77.3%)1,465
Net (decrease)/increase in cash held270(57.2%)631
Opening bank balance886255
Closing bank balance1,156886
Made up as follows:
Cash and cash equivalents1,15630.4%886

F:Material Acquisition of SubsidiariesN/A
G:Material Disposal of SubsidiariesN/A
H:Material Investment in AssociateN/A
I:Issued and Quoted Securities at End of Current Period
Category of Securities IssuedNumberQuoted
ORDINARY SHARES:
Total number of shares on issue53,059,493 51,726,160
Shares issued during the current period (pre-Consolidation)168,058,569 148,058,569
Share Consolidation
On 30 March 2022, Cooks Coffee Company Limited consolidated its shares on a 15:1 basis. Cooks has 51,726,160 quoted shares and 1,333,333
non-voting shares on issue.
J:Comments by Directors
(a)Material factors affecting the revenues and expenses of the group for the current full year or half year
Refer to Commentary.
(b)Significant trends or events since the end of the current full year or half year
Refer to Commentary.
(c)Changes in accounting policies since last Annual Report and/or last Half Yearly to be disclosed:
Nil
(d)Critical Accounting Policies - Management believes the following to be critical accounting policies. That is they are both important
to the portrayal of the Issuer's financial condition and results, as they require management to make judgments and estimates
about matters that they are inherently uncertain
• Treatment of Leases
• Revenue from Contracts with Customers
• Discontinued Operations
• Impairment of Assets
• Amortisation of Intangibles and Goodwill
• Contingent Consideration
NZ IFRS 16 "Leases"
a) As a lessee
b) As a lessor
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to
ownership of the underlying asset, or the right-of-use asset in the case of a sublease. If this is the case, then the lease is a finance lease; if not, then it
is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic
life of the asset.
Where the lease is classified as an operating lease, the Group recognises the lease payments from the operating lease as income on a straight-line
basis.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal or termination
options. The assessment of whether the Group is reasonably certain to exercise such options impact the lease term, which significantly affects the
amount of lease liabilities and right-of-use assets recognised.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. 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.
The lease liability 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, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.

NZ IFRS 15 "Revenue from Contracts with Customers"
Discontinued Operations
Goodwill Impairment
Contingent Consideration
30/05/2022
(signed by) Authorised Officer of Listed Issuer(date)
Under NZ IFRS 15 Revenue from Contracts with Customers, 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 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.
Royalty income from Franchise or Master Franchise Agreements (MFAs)
Franchise fees
Management have assessed the Value in Use for the UK Triple Two business and as a result have determined a Goodwill impairment charge of
$5.528m. Management reviewed actual performance since the date of acquisition against the original forecasts, impacted by the Covid pandemic and
key receivables being written off during the year, when reassessing the FY23 and FY24 forecasts. Additionally, consideration was given to existing
market constraints in the UK around materials and labour, as well as store site availability and capacity constraints relating to the construction of new
cafes.
Based on the terms of the original Sale and Purchase Agreement relating to the acquisition of the UK Triple Two business, management have reviewed
the likely quantum of contingent consideration likely to crystalise at the end of the final earn out period. This assessment takes into account actual cash
flows generated relating to periods already completed, and revisiting cash flow forecasts to the end of the last earn out period (31 December 2022),
using management’s knowledge of Triple Two business performance to date, and the likely impact on remaining forecast figures of the current
economic environment. As a result of this review, $6.158m of contingent consideration has been derecognised and written back against the previously
recognised liability.
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 contracts is not adjusted for these transferred franchise rights.
Revenue from the sale of individual café franchises is recognised over time.
The Group recognises Franchise Fees derived from the franchise agreement entered by Triple Two Coffee at the point in time when the franchised store
is open for trading with the exception for Territory Fees. This is on the basis that Triple Two Coffee has satisfied all its performance obligations specified
in its agreements for the Franchise Fees. Payment is received upfront upon signing the franchise contract.
The Group recognises the Territory Fee 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 upon signing the franchise contract.
Other Revenue
Other revenue includes services to independent franchisees or third parties received by the Group.
The UK Sunderland store is the last in discontinued operations still to be closed, as the Lancaster store closed in February 2022. The lease for this
store is currently being renegotiated, and the Group expect this to be sold in FY2023.

Appendix 2 Release
Cooks Coffee Company Limited
UnauditedUnauditedUnaudited
31/03/2022
Global
Franchising &
Retail
UK & IRE
Franchising
New Zealand
Total
Global operational splits$'000$'000$'000$'000
Revenue
2556,31316,569
Other income
-449-449
Raw materials and consumables used
-(1,212)-(1,212)
Depreciation and amortisation
(1)(623)(3)(627)
Property related costs-129(1)128
Net foreign exchange (losses)/gains(4)(3)(55)(62)
Employee costs(64)(2,186)(378)(2,628)
Other expenses(165)(1,627)(695)(2,487)
Operating Profit/(Loss)211,240(1,131)130
Finance costs(18)(71)(131)(220)
Loss on available for sale assets----
Revaluation of contingent consideration payable-6,265-6,265
Impairment of goodwill-(5,528)-(5,528)
Profit/(Loss) before income tax31,906(1,262)647
Income tax (expense)/credit
-2-2
Profit/(Loss) for the year from continuing operations31,908(1,262)649
Non-current assets
Intangible assets
425,7391,4817,262
Property, plant and equipment
12003204
Goodwill-6,239-6,239
UnauditedUnauditedUnaudited
31/03/2022
UK Retail
USA
Franchising &
Retail
Supply
Total
Global operational splits$'000$'000$'000$'000
Revenue
620--620
Other income
----
Raw materials and consumables used
(183)--(183)
Depreciation and amortisation
(100)--(100)
Property related costs(182)--(182)
Net foreign exchange (losses)/gains(0)--(0)
Employee costs(319)--(319)
Other expenses(110)--(110)
Operating Profit/(Loss)(274)--(274)
Finance costs(4)--(4)
Loss on available for sale assets(32)--(32)
Revaluation of contingent consideration payable----
Impairment of goodwill----
Profit/(Loss) before income tax(310)--(310)
Income tax (expense)/credit
----
Profit/(Loss) for the year from discontinued operations(310)--(310)
Non-current assets
Intangible assets
----
Assets held for Sale
18--18
Continuing Operations
Discontinued Operations

AuditedAuditedAudited
31/03/2021
Global
Franchising &
Retail
UK & IRE
Franchising
New Zealand
Total
Global operational splits$'000$'000$'000$'000
Revenue
2121,502-1,714
Other income
(2)938771,013
Raw materials and consumables used
-(138)-(138)
Depreciation and amortisation
(12)(762)(45)(819)
Property related costs(27)76(49)(0)
Net foreign exchange (losses)/gains19-351370
Employee costs(182)(1,899)(178)(2,260)
Other expenses(338)(701)(569)(1,607)
Operating Profit/(Loss)(330)(983)(413)(1,727)
Finance costs(2)(114)(776)(892)
Impairment of investment in associate----
Share of net loss of associate accounted for using the equity
method
----
Profit/(Loss) before income tax(332)(1,097)(1,190)(2,619)
Income tax (expense)/credit
-80-80
Profit/(Loss) for the year from continuing operations(332)(1,017)(1,190)(2,539)
Non-current assets
Intangible assets
325,9811,4817,495
Property, plant and equipment
171678
Goodwill
-11,569-11,569
AuditedAuditedAudited
31/03/2021
UK Retail
USA
Franchising &
Retail
Supply
Total
Global operational splits$'000$'000$'000$'000
Revenue
626-106732
Other income
282-98380
Raw materials and consumables used
(62)-(83)(145)
Depreciation and amortisation
----
Property related costs----
Net foreign exchange (losses)/gains--44
Employee costs(393)-(4)(397)
Other expenses(579)--(579)
Operating Profit/(Loss)(126)-121(5)
Finance costs--(1)(1)
Impairment of investment in associate----
Share of net loss of associate accounted for using the equity
method
----
Profit/(Loss) before income tax(126)-120(6)
Income tax (expense)/credit
----
Profit/(Loss) for the year from discontinued operations(126)-120(6)
Non-current assets
Intangible assets
----
Assets held for Sale
29--29
Discontinued Operations
Continuing Operations