TIDMCOOK

RNS Number : 9012H

Cooks Coffee Company Limited

29 November 2022

29 November 2022

Cooks Coffee Company Limited

("Cooks Coffee", the "Company" or the "Group")

Unaudited financial results for the six months ended 30 September 2022

Cooks Coffee Company (NZX:CCC; AQUIS:COOK), the international coffee focused café chain, is pleased to announce its interim results for the six months ended 30 September 2022.

Period Highlights

 
 --   Revenue from operational trading increased by 37% to $1.93m 
       versus H1 FY22 $1.41m 
 --   Overall revenue declined to $3.1m (H1 FY22 $3.66 million) 
       as a result of the timing of recognizing capital revenues 
       on store openings. This revenue is expected to be recognized 
       in the second half of the financial year as planned new 
       stores open up. 
 --   Profit from continuing operations increased by 14% to $146,00 
       versus H1 FY22 $128,000 
 --   Full year revenue and profit on track to meet expectations 
 

Post Period Highlights

   --      Pipeline of store openings robust and underpinned by strong consumer demand 
 
 --   Dual Listing on London based AQUIS Growth Market completed 
       on 2 November 2022 
 --   Approximately $1m raised through a rights issue, with fund 
       raising process ongoing, including through a convertible 
       note issue of up to $2m 
 --   Elena Garside appointed as a UK based Non-executive Director 
 --   Craig Brown appointed as Chief Financial Officer, a non-board 
       position 
 

Note: The Company's reporting currency is New Zealand Dollars ("$")

Chairman's Statement

The period was one of significant development for the Group as we continued to build a group of ethical coffee chains with community spirit. Our Esquires and Triple Two brands continue to perform well, and I am delighted with our consistent outperformance of the market, thanks to the efforts of our staff, franchisees and their teams.

Revenue from trading operations grew by 37% in the first half of the year ("FY23") compared to last year, driven by new store openings and like for like sales improvements in the existing stores.

Overall store numbers at the end of September 2022 were 111, a net gain of four stores during the six-month period, with the number of stores in the UK and Ireland growing to 85 and the total of 26 stores in the franchised regions outside of the UK and Ireland remaining unchanged.

The Company added seven outlets and closed three to the franchised network in the UK and Ireland during the period, under both the Esquires and Triple Two brands. The number of stores is expected to grow in the second half of the year, with nine store openings planned in the UK and two in Ireland which we anticipate will take the store numbers to 96 in the UK and Ireland by the end of March 2023.

Revenue from new store openings reduced to $1.17m in the period (H1 FY22 $2.25m) as the opening of a number of planned new stores shifted into the second half of the financial year. The targeted overall new store openings for the full financial year remains on track and capital revenue from new store openings recognised in the second half is expected to recover the first half shortfall.

Profit from continuing operations grew 14% to $146,000 for the period.

Business Performance

United Kingdom

Esquires

UK store numbers were 50 at the end of September 2022, up from 47 as at 31 March 2022. Sales from the Esquires outlets for the six months were up 35% on the pre covid period from April to September 2019 and up 20% on the same period in FY22. Record sales per store per day have been recorded in September and again, post period end, in October.

Triple Two

Triple Two joined the Group on 19 June 2020. At the end of September 2022 there were 20 stores operating. The brand expects to have more than 25 stores open by the end of March 2023. Comparative sales with 2019 are not available, however sales for the six-month period to September 2022 were 60% ahead of the FY22 first six months. Triple Two achieved record sales per store per day in August and this was exceeded in October.

Ireland

Store sales in Ireland for the period were at a similar level to the same period in 2019 and 104% up on the same period in FY22. This shows a resilient recovery after the Covid restrictions were lifted in Ireland in February 2022. Sadly, the excellent Longford café suffered a devastating fire in September 2022 when a fryer caught fire. The building and café were totally destroyed but will be rebuilt. However, in the short term the franchisees and staff after just six weeks have established a temporary container outlet on the site and leased a vacant warehouse to enable seating for customers.

Rest of the World

Sales in all markets have been showing recovery following the Covid period with Saudi Arabia leading the way with store sales up 86% for the period compared to FY22.

Corporate

Dual Listing on AQUIS Growth Market

Cooks Coffee was delighted to complete a dual listing on the AQUIS Growth Market, post period end, on 2 November 2022, as the hundredth company to list on this market. The Directors believe that this will be positive for shareholders and build liquidity and value over time, in particular, as the growth ambitions and values of Cooks and AQUIS are aligned. Cooks was provided with fast-track access to AQUIS, based on the existing New Zealand listing, saving both time and cost. The company is listed under the ticker code COOK on AQUIS.

Capital Raising

The Company undertook a rights Issue, post period end, in October 2022 at 36 cents per share and raised approximately $1.0m via cash and debt conversions. The Company is currently seeking to place the shortfall.

In addition, the Company received an unsolicited approach to market a convertible note of up to $2.0m and this process will conclude on 22 December 2022.

People

Appointment of new UK based Non-executive Director - Elena Garside

The Board are delighted to welcome Elena as the Company's first UK based Director. Elena "rang the gong" to signify the official admission on Aquis and the commencement of trading. Elena has significant experience in financial and ESG communications with a focus on advising on current and emerging trends within these fields, including responsible investing, and sustainable finance. Her clients have included FTSE 100 and FTSE 250 companies, as well as privately owned businesses and global corporations.

Chief Financial Officer

The Company appointed Craig Brown as CFO from 1 October 2022. Craig had been CFO of the Group previously and has an excellent knowledge and understanding of the Company, its people and business model. In the first step toward consolidating the Group's finance functions in the UK we have additionally appointed Abby Haran as a UK based financial controller to work with Craig and streamline the Group's finance activities in the UK and Ireland.

Summary and Outlook

The Directors believe the prospects for the business in the balance of the financial year and beyond are strong. The Company is committed to building the business based on ethical principles and community values. Store sales trends have been very positive in recent times, with the Company benefiting from the 'working from home' trend, which we are confident will remain in one form or another and there is a solid pipeline of new stores.

With both the Esquires and Triple Two brands achieving record daily sales per store in October 2022, following strong performances in the first six months, the Directors are confident that the business models are well suited to the current consumer market and these results are being achieved despite the concerns being expressed regarding the general economic outlook. The Cooks Coffee model is based on a franchised network and is very scalable in a capital light manner. With the focus on core markets, we believe that we have critical mass with an ability to grow.

We are continuing to seek to raise further capital in order to accelerate our growth and we believe that we can achieve growing profitability in a sustainable manner. We look forward to providing further updates in due course.

Keith Jackson

Executive Chairman

Enquiries:

 
 Cooks Coffee Company Limited                +64 21 702 509 (New Zealand) 
 Keith Jackson (Executive Chairman)          keith.jackson@cookscoffeecompany.com 
 
                                              +44 (0) 20 3814 5627 (UK) 
                                             ukinvestorrelations@cookscoffeecompany.com 
 
 VSA Capital Limited 
  (Aquis Corporate Adviser & Broker)         +44 (0) 20 3005 5000 
 Andrew Raca, Simba Khatai, Alex 
  Cabral 
  (Corporate Finance) 
 David Scriven, Peter Mattsson (Corporate 
  Broking) 
 
 
    IFC Advisory Limited (Financial PR 
     & IR)                                    +44 (0) 20 3934 6630 
    Tim Metcalfe, Graham Herring, Florence    cookscoffee@investor-focus.co.uk 
     Chandler 
 

Unaudited Condensed Interim Statement of Comprehensive Income

For the six months ended 30 September 2022

 
 
                                                         30 September   30 September 
                                                                 2022           2021 
                                                 Notes          $'000          $'000 
 Continuing operations 
 Revenue                                                        3,099          3,665 
 Grant and other income                                           122            337 
 Raw materials and consumables used                             (318)          (857) 
 Depreciation and amortisation                                   (38)           (30) 
 Impairment loss on receivables                                     -              - 
 Net foreign exchange (losses)/gains                            (131)           (48) 
 Employee costs                                               (1,238)        (1,328) 
 Other expenses                                               (1,008)        (1,113) 
                                                        -------------  ------------- 
 Operating profit                                                 488            626 
 
 Finance costs                                                  (342)          (498) 
 Profit before income tax                                         146            128 
 Income tax (expense)/credit                                        -              - 
                                                        -------------  ------------- 
 Profit for the period from continuing 
  operations                                                      146            128 
 Net profit/(loss) for the period from 
  discontinued operations                                        (60)           (69) 
 Net profit for the period attributable 
  to shareholders                                                  86             59 
 Other comprehensive income 
 Items that may be subsequently reclassified 
  to profit or loss 
 Change in foreign currency translation 
  reserve                                                        (24)           (48) 
 Total comprehensive profit/(loss) 
  for the period attributable to shareholders                      62             11 
                                                        -------------  ------------- 
 
 Total comprehensive income/(loss) 
  for the period attributable to Shareholders 
  of the parent arises from: 
  - Continuing operations                                         122             80 
  - Discontinued operations                                      (60)           (69) 
                                                        -------------  ------------- 
                                                                   62             11 
                                                        -------------  ------------- 
 
 Profit/(loss) per share: 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from continuing 
  and discontinued operations:                     2             0.16           0.01 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from continuing 
  operations:                                      2             0.28           0.02 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from discontinued 
  operations:                                      2           (0.12)         (0.01) 
 

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

Unaudited Condensed Interim Statement of Change in Equity

For the six months ended 30 September 2022

 
 
                                                                         Attributable to Equity holders of the Company 
                                                   ------------------------------------------------------------------- 
 
                                                       Share        Foreign        Share Based   Accumulated     Total 
                                                     Capital       Currency    Payment Reserve        Profit    Equity 
                                                                Translation                          /(Loss) 
                                                                    Reserve 
                                           Notes       $'000          $'000              $'000         $'000     $'000 
 
 
 Balance at 1 April 2021                              52,220            208              2,401      (56,550)   (1,721) 
 
 Comprehensive income/(loss) for the 
  year 
 Loss for the year                                         -              -                  -         (438)     (438) 
 Other comprehensive income 
 Items that may be subsequently 
 reclassified 
 to profit or loss: 
 Change in foreign currency translation 
  reserve                                                  -          (120)                  -             -     (120) 
 Total comprehensive income/(loss) for 
  the year                                                 -          (120)                  -         (438)     (558) 
                                                   ---------  -------------  -----------------  ------------  -------- 
 Transactions with owners of the Company 
 Issue of ordinary shares                              4,677              -                  -             -     4,677 
 Total contributions by owners of the 
  Company                                              4,677              -                  -             -     4,677 
                                                   ---------  -------------  -----------------  ------------  -------- 
 
 Balance at 31 March 2022                             56,897             88              2,401      (56,988)     2,398 
                                                   ---------  -------------  -----------------  ------------  -------- 
 
 Balance at 1 April 2022                              56,897             88              2,401      (56,988)     2,398 
 
 Comprehensive income/(loss) for the 
  period 
 Gain/(Loss) for the period                                -              -                  -            86        86 
 Other comprehensive income 
 Items that may be subsequently 
 reclassified 
 to profit or loss: 
 Change in foreign currency translation 
  reserve                                                  -           (24)                  -             -      (24) 
 Total comprehensive income/(loss) for 
  the period                                               -           (24)                  -            86        62 
                                                   ---------  -------------  -----------------  ------------  -------- 
 Transactions with owners of the Company 
 Total contributions by owners of the                      -              -                  -             -         - 
  Company 
                                                   ---------  -------------  -----------------  ------------  -------- 
 
 Balance at 30 September 2022                         56,897             64              2,401      (56,902)     2,460 
                                                   ---------  -------------  -----------------  ------------  -------- 
 

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

Unaudited Condensed Interim Statement of Financial Position

For the six months ended 30 September 2022

 
 
                                         30 September   31 March 
                                                 2022       2022 
                                 Notes          $'000      $'000 
 
 Assets 
 Current Assets 
 Cash and cash equivalents                        782      1,156 
 Trade and other receivables                    1,375      1,244 
 Lease receivables                              2,147      2,755 
 Other current assets                           1,104        588 
 Assets classified as 
  held-for-sale                                    18         18 
 Current Assets                                 5,426      5,761 
                                        -------------  --------- 
 
 Non-Current Assets 
 Property, plant and 
  equipment                                       152        150 
 Right-of-use assets                            1,686      1,642 
 Lease receivables                             16,920     16,488 
 Goodwill                                       5,457      5,457 
 Intangible assets                              7,262      7,262 
 Other non-current financial 
  assets                                           15         15 
 Non-Current Assets                            31,492     31,014 
                                        -------------  --------- 
 
 Total Assets                                  36,918     36,775 
                                        -------------  --------- 
 
 Liabilities 
 Current Liabilities 
 Trade and other payables                       5,365      4,518 
 Deferred Revenue                                 867      1,119 
 Lease liabilities                              2,386      2,920 
 Borrowings and other 
  liabilities                                   3,140      3,457 
 Current Liabilities                           11,758     12,014 
                                        -------------  --------- 
 
 Non-Current Liabilities 
 Deferred Revenue                               1,694      1,473 
 Lease liabilities                             18,425     18,226 
 Deferred tax liabilities                       1,182      1,143 
 Borrowings and other 
  liabilities                                   1,399      1,521 
 Non-Current Liabilities                       22,700     22,363 
                                        -------------  --------- 
 
 Total Liabilities                             34,458     34,377 
                                        -------------  --------- 
 
 Net Assets                                     2,460      2,398 
                                        -------------  --------- 
 
 Equity 
 Share capital                     4           56,897     56,897 
 Accumulated losses                          (56,902)   (56,988) 
 Foreign currency translation 
  reserve                                          64         88 
 Share based equity 
  reserve                                       2,401      2,401 
 Total Equity                                   2,460      2,398 
                                        -------------  --------- 
 
 Net tangible assets 
  per share (New Zealand 
  Cents)                                      (19.33)    (19.45) 
                                        -------------  --------- 
 

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

Unaudited Condensed Interim Statement of Cash Flows

For the six months ended 30 September 2022

 
 
                                                         30-Sep    31-Mar 
                                                           2022      2022 
                                               Notes      $'000     $'000 
 
 Operating activities 
 Cash was provided from: 
 Receipts from customers                                  2,937     6,363 
 Cash was applied to: 
 Interest cost                                            (283)     (381) 
 Payments to suppliers & employees                      (2,680)   (6,614) 
 Net cash provided from/(applied to) 
  operating activities                                     (26)     (632) 
                                                       --------  -------- 
 
 Investing activities 
 Cash was applied to: 
 Purchase of property, plant and equipment                  (2)     (124) 
 Acquisition of intangible assets                             -      (91) 
 Net cash provided from/(applied to) 
  investing activities                                      (2)     (215) 
                                                       --------  -------- 
 
 Financing activities 
 Cash was provided from: 
 Proceeds from borrowings                                     -       981 
 Proceeds from share issue                                    -       902 
 Cash was applied to: 
 Principal elements of lease payments                      (60)     (165) 
 Repayment of borrowings                                  (235)     (608) 
 Capital raising costs                                     (52)         - 
 Net cash provided from/(applied to) 
  financing activities                                    (347)     1,110 
                                                       --------  -------- 
 
 Net increase/(decrease) in cash and 
  cash equivalents held                                   (375)       263 
 Cash & cash equivalents at beginning 
  of the year                                             1,156       886 
 Effect of exchange rate changes on foreign 
  currency balances                                           1         7 
 Cash & cash equivalents at end of the 
  year                                                      782     1,156 
                                                       --------  -------- 
 
 Composition of cash and cash equivalents: 
 Bank balances                                              782     1,156 
                                                       --------  -------- 
 

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

The following is a reconciliation between loss after taxation for the period shown in the statement of comprehensive income and net cash flows from operating activities.

 
                                                 30-Sep    31-Mar 
                                                   2022      2022 
                                                  $'000     $'000 
 
 Profit/(Loss) after tax                             86     (438) 
 
 Add non-cash items: 
   Depreciation and amortisation                     38       581 
   Impairment loss                                    -       227 
   Net foreign exchange (losses)/gains              131       230 
   Revaluation of contingent consideration 
    payable                                           -   (6,431) 
   Impairment of goodwill                             -     5,983 
 
 Add/(Less) movements in assets/liabilities: 
   Trade and other receivables                      734     3,371 
   Other short-term assets                        (516)       696 
   Trade payables                                 (847)     (883) 
   Contract liabilities                              31   (4,137) 
   Other liabilities                                317       169 
 Net cash flow applied to operating 
  activities                                       (26)     (632) 
                                                -------  -------- 
 

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

Notes to and forming part of the Unaudited Interim Financial Statements

For the six months ended 30 September 2022

The Group's reportable segments are business units deriving Royalties, Product Sales, Franchise Fees and New Store Construction Revenue from Franchisees in geographical locations.

The New Zealand segment represents the head office operation for the Group. The franchise coffee store business, operating under the Esquires and Triple Two brands, covers the New Zealand Global Franchise trading entity and all regions owned by third party Master Franchisees; and the UK and Ireland franchising business segment owned directly by the Group.

The Group has also separated operating segments for the business activities intended to be sold (now relating to one owned Esquires store in the UK).

Segment information for the reporting period is as follows:

 
                                        Continuing operations 
 30 September 2022                            Global 
                                         franchising       UK & IRE        New 
                                            & retail    franchising    Zealand     Total 
 Global operational splits                     $'000          $'000      $'000     $'000 
 Revenue                                         106          2,993          -     3,099 
 Grant and other income                            -            122          -       122 
 Raw materials and consumables used                -          (318)          -     (318) 
 Depreciation and amortisation                     -           (37)        (1)      (38) 
 Net foreign exchange (losses)/gains              48              -      (179)     (131) 
 Employee costs                                    -        (1,055)      (183)   (1,238) 
 Other expenses                                  508        (1,115)      (401)   (1,008) 
 Operating profit/(loss)                         662            590      (764)       488 
 Finance costs                                   (1)            (7)      (334)     (342) 
 Profit/(Loss) before income tax                 661            583    (1,098)       146 
 Income tax (expense)/credit                       -              -          -         - 
 Profit/(Loss) for the period from 
  continuing operations                          661            583    (1,098)       146 
                                       -------------  -------------  ---------  -------- 
 
 Non-current assets 
 Intangible assets                                42          5,739      1,481     7,262 
 Property, plant and equipment                     -            148          4       152 
 Goodwill                                          -          5,457          -     5,457 
 
 
                                          Discontinued operations 
 30 September 2022                             UK retail      Total 
 Global operational splits                         $'000      $'000 
 Revenue                                             160        160 
 Raw materials and consumables used                 (58)       (58) 
 Depreciation and amortisation                       (1)        (1) 
 Employee costs                                     (92)       (92) 
 Other expenses                                     (65)       (65) 
 Operating profit/(loss)                            (56)       (56) 
 Interest Income                                       -          - 
 Finance costs                                       (4)        (4) 
 Loss before income tax                             (60)       (60) 
 Income tax (expense)/credit                           -          - 
 Loss for the period from discontinued 
  operations                                        (60)       (60) 
                                         ---------------  --------- 
 
 Non-current assets 
 Intangible assets                                     6          6 
 Property, plant and equipment                        18         18 
 
 
                                       Continuing operations 
 30 September 2021                           Global 
                                        franchising       UK & IRE        New 
                                           & retail    franchising    Zealand     Total 
 Global operational splits                    $'000          $'000      $'000     $'000 
 Revenue                                        120          3,522         23     3,665 
 Grant and other income                           -            257         80       337 
 Raw materials and consumables used                          (857)          -     (857) 
 Depreciation and amortisation                                (28)        (2)      (30) 
 Employee costs                                            (1,128)      (200)   (1,328) 
 Other expenses                                 (1)          (816)      (344)   (1,161) 
 Operating profit/(loss)                        119            950      (443)       626 
 Interest Income                                                            -         - 
 Finance costs                                  (9)            (5)      (484)     (498) 
 Profit/(Loss) before income tax                110            945      (927)       128 
 Profit/(Loss) for the period from 
  continuing operations                         110            945      (927)       128 
                                      -------------  -------------  ---------  -------- 
 
 Non-current assets 
 Intangible assets                               20          4,891      2,789     7,700 
 Property, plant and equipment                    1            137          5       143 
 Goodwill                                         -         11,715          -    11,715 
 
 
                                          Discontinued operations 
 30 September 2021                             UK retail      Total 
 Global operational splits                         $'000      $'000 
 Revenue                                             287        287 
 Other income                                         11         11 
 Raw materials and consumables used                 (79)       (79) 
 Net foreign exchange (losses)/gains               (154)      (154) 
 Other expenses                                    (133)      (133) 
 Operating profit/(loss)                            (68)       (68) 
 Finance costs                                         -          - 
 Loss before income tax                             (68)       (68) 
 Loss for the period from discontinued 
  operations                                        (68)       (68) 
                                         ---------------  --------- 
 
 Non-current assets 
 Intangible assets                                     -          - 
 Property, plant and equipment                        71         71 
 
   1.   General information 

Cooks Coffee Company Limited ("Company" or "Parent"), together with its subsidiaries (the "Group") operate in the food and beverage industry.

The Company is a limited liability company incorporated and domiciled in New Zealand and is listed on the NZX Main Market board of the New Zealand stock exchange.

Statutory base

The Company is registered under the Companies Act 1993 and is a FMC reporting entity under part 7 of the Financial Markets Conduct Act 2013.

Reporting framework

The unaudited interim financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to International Financial Reporting Standards ("IFRS") and other applicable New Zealand Reporting Standards as appropriate for profit-oriented entities. The financial statements comply with IFRS. These policies have been consistently applied to all periods presented, unless otherwise noted.

These financial statements for the six months ended 30 September 2022 have been prepared in accordance with NZ IAS 34, Interim Financial Reporting and should be read in conjunction with the financial statements published in the Annual Report for the year ended 31 March 2022. They also comply with the International Accounting Standard 34 interim Financial Reporting (IAS 34).

   2.   Changes in significant accounting policies 

Except as described below, the accounting policies applied by the Group in these consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 31 March 2022. The Group has not applied any standards, amendments and interpretations that are not yet effective.

   3.   Profit/(loss) per share 

Basic profit/(loss) per share is calculated by dividing the profit/(loss) attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding for the period.

Diluted profit/(loss) per share is determined by dividing the profit/(loss) attributable to ordinary shareholders and the weighted average number of shares outstanding for the effects of any dilutive potential ordinary shares.

Net tangible assets per share is determined by dividing the net asset value of the Group, adjusted by the intangible assets, and the number of shares issued at the end of the period.

The weighted average numbers of shares are calculated below:

 
                                                  30-Sep-22     31-Mar-22 
 
 Weighted average ordinary shares issued         53,059,493   631,060,729 
 Weighted average potentially dilutive 
  options issued                                          -             - 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from continuing 
  and discontinued operations:                         0.16        (0.07) 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from continuing 
  operations:                                          0.28        (0.01) 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from discontinued 
  operations:                                        (0.12)        (0.06) 
 Net tangible assets per share (New 
  Zealand Cents)                                    (19.33)        (1.64) 
 

Due to the share consolidation, a retrospective adjustment to the loss per share is outlined below based on the ordinary shares at 31 March 2022 being 53,059,493.

 
                                                  30-Sep-22    31-Mar-22 
 
 Weighted average ordinary shares issued         53,059,493   53,059,493 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from continuing 
  and discontinued operations:                         0.16       (0.83) 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from continuing 
  operations:                                          0.28       (0.17) 
 Basic and diluted profit/(loss) per 
  share (New Zealand Cents) from discontinued 
  operations:                                        (0.12)       (0.66) 
 Net tangible assets per share (New 
  Zealand Cents)                                    (19.33)      (19.45) 
 
   4.   Share Capital 

The share capital of Cooks Global Foods Limited consists of issued ordinary shares, each share representing one vote at the company's shareholder meetings. The par value is nil (2022: nil). All shares are equally eligible to receive dividends and the repayment of capital.

 
 Movements of share capital                     30-Sep-22       31-Mar-22 
 Number of Shares issued:                   No. of Shares   No. of Shares 
 Ordinary shares opening balance               53,059,495     627,833,831 
 Ordinary shares issued                                 -     103,317,794 
 Ordinary shares consolidation                          -   (678,092,130) 
 Total ordinary shares authorised at 
  end of period                                53,059,495      53,059,495 
                                           --------------  -------------- 
 
 Movements of share capital                     30-Sep-22       31-Mar-22 
 Value of Shares issued:                            $'000           $'000 
 Ordinary shares opening balance                   56,897          52,220 
 Ordinary shares issued less share issue 
  expenses                                              -           4,677 
 Total ordinary shares authorised at 
  period end                                       56,897          56,897 
                                           --------------  -------------- 
 

During the year ended 31 March 2022, the company issued 103,317,794 new shares (2021: 101,853,883) bringing the total issued shares to 775,890,965 which were consolidated into 15:1 as at 30 March 2022. The company now has 51,726,160 quoted shares and 1,333,333 non-voting shares on issue at 30 September 2022. There were no shares cancelled.

At 30 September 2022, $nil of the ordinary share capital is unpaid (31 March 2022: $nil).

   5.   Related party transactions 

The Group's related parties include the directors and senior management personnel of the Group and any associated parties as described below.

Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received.

Keith Jackson is a director of Cooks Investment Holdings Limited, Jackson & Associates Limited, Ascension Capital and Weihai Station Limited and a trustee of Nikau Trust.

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

Michael Ambrose is a director of Ashville Consultancy 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.

Graham Hodgetts is a director of Triple Two Coffee Holdings Limited.

Sezan Walker is a director of Triple Two Coffee Holdings Limited.

David Hodgetts is a director of Triple Two Coffee Holdings Limited.

Alistair Tillen is a director of Triple Two Coffee Holdings Limited.

Transactions with related parties

 
 
 
                                      30-Sep   31-Mar 
                                        2022     2022 
                                       $'000    $'000 
 Purchases of goods and services 
 Purchase of management services          90      180 
 
 Interest paid to related parties        118      300 
 
 Other transactions 
                                     -------  ------- 
 Funding loans advanced by related 
  parties                                  -    (662) 
                                     -------  ------- 
 

Balances outstanding with related parties

 
                                          30-Sep    31-Mar 
                                            2022      2022 
                                           $'000     $'000 
 Outstanding balances arising 
  from purchases of goods and services 
 Entities controlled by key management 
  personnel                                  827       723 
 
 Loans and other payables to 
  related parties 
 Beginning of the year                     1,875     4,410 
 Loans advanced                                3     (662) 
 Loans converted to equity                     -   (2,000) 
 Net foreign exchange effects                  3      (23) 
 Interest charged                            118       450 
 Interest paid                             (156)     (300) 
 End of period                             1,842     1,875 
                                         -------  -------- 
 

Director transactions

 
                                   30-Sep   31-Mar 
                                     2022     2022 
                                    $'000    $'000 
 Directors fees                        60       92 
 Salaries, wages and contractor 
  payments                            296      515 
                                      356      607 
                                  -------  ------- 
 
   6.   Capital Commitments, Contingent Liabilities 

There were no capital commitments as at 30 September 2022 (31 March 2022: $nil).

There were no changes in capital commitments, contingent liabilities and contingent assets that would require disclosure for the six months ended 30 September 2022 (31 March 2022: $nil).

   7.   Going Concern 

The Group reported a comprehensive profit of $62,000 (2021: $11,000) for the six-month period to 30 September 2022.

Operating net cash outflow for the six-month period to 30 September 2022 was $26,000. For the twelve-month period ended 31 March 2022 the net cash outflow was $632,000.

As at 30 September 2022 the Group has reported Net Assets of $2,460,000 (at 31 March 2022: $2,398,000) and current liabilities exceed current assets by an amount of $6,332,000 (at 31 March 2022: $6,253,000).

The ability of the Group to pay its debts as they fall due and to realise their assets and extinguish their liabilities in the normal course of business at the amounts stated in the consolidated financial statements has been considered by the Directors in the adoption of the going concern assumption during the preparation of these financial statements.

The Directors forecast that the Group can manage its cash flow requirements at levels appropriate to meet its cash commitments for the foreseeable future being a period of at least 12 months from the date of authorisation of these consolidated financial statements. In reaching this conclusion, the Directors have considered the achievability of the plans and assumptions underlying those forecasts. The key assumptions include:

 
 --   Opening multiple new stores in the United Kingdom in FY23, 
       with a net four new sites already opened in the first half 
       of the year, and in excess of a further ten sites confirmed 
       for the second half of the year. 
 --   Group's ability to successfully conclude remaining discussions 
       regarding the roll-over of existing debt. 
 --   Group's ability to raise further debt or equity funds as 
       a strategy to re-gear the balance sheet as part of the overall 
       restructuring plan that is still 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 any further impact of Covid-19, 
       existing recessionary pressures, and the economic impact 
       of the current Ukrainian/Russian conflict. 
 

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 received a confirmation from related parties of Keith Jackson, that they will continue to financially support the Group for the foreseeable future. They note the Group has a track record of obtaining financial support from cornerstone investors and related parties and, where necessary, negotiating the deferment of debt repayments.

The Directors are also confident that operating cash flows will continue to improve as a result of the recovery from the various government imposed restrictions related to Covid-19, restructuring activities that have been undertaken, and the disposal of remaining assets held for sale in the UK, to reduce the extent of cash outflow and improve profitability.

The Directors continue to consider other opportunities to further improve the Group's cash position which include discussing collaborations with partners overseas, negotiations with potential strategic equity partners, investigating new facility lines, ongoing discussions in the UK and Ireland relating to potential acquisitions, and greater focus on improving existing core business activities.

After considering all available information, the Directors have concluded that there are reasonable grounds to believe that the forecasts and plans are achievable, the Group will be able to pay its debts as and when they become due and payable, there is sufficient headroom in available cash resources, and the basis of preparation of the financial report on a going concern basis is appropriate.

Should the Group be unable to continue as a going concern it may be required to realise its assets and discharge its liabilities other than in the normal course of business and at amounts different to those stated in the consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of liabilities that might result should the Group be unable to continue as a going concern and meets its debts as and when they fall due.

   8.   Subsequent Events 

As a result of a rights issue undertaken in October (and part allotment under associated shortfall placement) the Group issued an additional 2,797,814 new ordinary shares on the 2(nd) of November 2022. These shares were issued at a price of NZ$0.36 (GBP0.18) per share. In addition, and to ensure compliance with the Takeovers Code, the Trustees of the Nikau Trust agreed with the company to reclassify 1,035,667 of their existing ordinary shares as non-voting shares, reducing the number of ordinary shares on issue.

These shares were issued for cash and as a set off against debts owed by the Group.

As previously forecast, the Group completed its dual listing on the Access Segment of the Aquis Stock Exchange ("AQSE") Growth Market, with trading commencing on 2(nd) November 2022. Ordinary shares now trade on AQSE under the ticker "COOK".

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END

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(END) Dow Jones Newswires

November 29, 2022 02:00 ET (07:00 GMT)

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