21 November 2024
Cooks
Coffee Company Limited
("Cooks
Coffee", or the "Company" or the "Group")
Interim
Results
"Continued growth and move into Group profit for the
period"
Cooks Coffee Company (NZX:CCC;
AQUIS:COOK), the international coffee focused café chain,
announces its results for the six months ended 30
September 2024.
Period Highlights
|
·
|
Group
revenues increased by 27% to NZ$2.74m (2024:
NZ$2.16m)
|
|
·
|
Group
EBITDA for the period was NZ$0.826m compared to a
loss of (NZ$0.011m) last year
|
|
·
|
Company Net Profit before tax was
NZ$0.53m compared to a loss of (NZ$0.32m) last year
|
|
·
|
Total store sales
in the UK increased by 36% to NZ$23.4m as the
development in suburban areas and smaller market towns gained
further momentum. Like for like sales in the UK were up
+6.3%
|
|
·
|
Total sales in Ireland increased +6%
to NZ$10.4m. Like for like sales in Ireland were up
+2.9%
|
|
·
|
Overall store sales for UK &
Ireland increased +26% to NZ$33.8m. Like for like sales were up
+5.1%
|
|
·
|
Operating stores at the end of
September were 83 in UK & Ireland, up from 75 at the end of
March 2024
|
|
·
|
During the period NZ$0.2m of debt
reduction has occurred, with interest costs reducing by NZ$0.08m
compared to FY24
|
Post Period Events
Group store sales for the seven-week
period to 17th November have maintained the positive
momentum seen over the past six months with total store sales in
the UK up 39.4% and in Ireland store sales up 17.9% compared to the
previous year.
The Company remains dedicated to
building the business based on ethical principles and community
values. The Company was delighted with the achievement of the
Caerphilly store in Wales in being awarded the best Ethical Café in
Wales. This is an important recognition of the strong commitment
the Company has to ethical practices.
Aiden Keegan, CEO of Cooks Coffee Company,
commented: "The Board is very pleased to
report a strong period of growth for the Group resulting in a
profitable performance in the period. This is testament to the hard
work of all our franchisees and strong offering that we provide.
The Group continues to open new stores in desirable locations which
will have all performed well to date.
"We are also delighted that the momentum experienced in the
first half has continued and the Group expects to deliver a robust
set of numbers for the full year."
Enquiries:
Oberon Capital
+44 (0) 20 3179 5300
Nick Lovering, Adam
Pollock, Mike Seabrook
Chairman's Statement
I am delighted by the positive
trading performance in the first half of the financial year and
that this momentum has continued into the second half of the
financial year. This positive growth, largely driven by the opening
of new franchised stores, has been the key factor in delivering a
profitable EBITDA trading performance of NZ$0.826m in the first
half of this financial year compared to a loss last
year.
Given the continued momentum, the
Directors expect that the financial performance in the second half
of the year will deliver another profit broadly similar to that
which was achieved in the first half.
The Company's revenues are largely
derived from the royalty contributions which are related to the
sales that each site achieves. The focus of the Directors is
to encourage and support the franchisees to grow and make sure
that there is a solid pipeline of new
stores in both core markets of UK & Ireland that will build
upon the growth for FY25 to date.
Store sales trends have been very
positive in recent times, with the Company benefitting from the
'working from home' trend, which we are confident will remain in
one form or another as a permanent change in consumer behaviour in
the post Covid environment.
The Company added a net eight new
stores to the franchised network in the UK and Ireland during the
six month period. The number of stores is expected to grow in the
second half of the year, with eight further store openings planned
in the UK and two in Ireland. We anticipate that this will take the
total number of stores to around 90 in the UK and Ireland by the
end of March 2025, with the total store numbers expected to reach
110 across the whole Group.
Esquires UK achieved record daily
sales per store in October 2024 and, following a strong performance
in the first six months, the Directors are confident that the
business models are well suited to the current consumer
market. These positive results are being achieved despite the
concerns being expressed regarding the general economic outlook.
The expansion of the successful Regional Development model will
assist in accelerating growth in the network in the UK. The Company
is seeking Regional Development partners for Scotland and Northern
Ireland.
Business Performance
Esquires Coffee United Kingdom
UK store numbers were 68 at the end
of September 2024, up from 60 as of 31 March 2024. Sales from the
Esquires outlets for the six month period were up 36% compared to
the same period in FY24.
The average per outlet store sales
for the first six months increased 16% compared to FY24, reflecting
the successful implementation of our strategy to enhance store
locations.
The Regional Developer model in the
UK has proved to be a significant driver of store growth,
especially in the South & East of England. With two new
Regional Developers being appointed in the second half, the Company
expects to see the tangible results of their involvement develop
over time.
During the year, two stores at
Horsham and Dorking were renovated, with sales showing gains in
excess of 50% in each store for the first three months of opening
post renovations compared to prior year sales.
As of January 2024, industry
specialists Allegra reported that the UK branded café market
comprised of 10,199 stores with store sales of £5.3 billion which is projected to
grow to £7.2
billion by 2029 with the numbers of branded stores estimated to be
11,629. There were 12,212 Independent cafés with store sales
of £4.6 billion at
January 2024 which is expected to grow to 13,214 stores with total
sales of £5.6
billion by 2029. The total market for cafés in the UK is
£9.9 billion and this is
projected to grow to £12.9 billion by 2029. Branded café sales share is projected to
grow from 53% in 2024 to 56% in 2029.
The Esquires current share of stores
is only 0.3% of the total stores in the UK and our aim is to grow
this to at least 0.5% by 2029. This shows the significant potential
that exists in the UK market where the café density is considerably
lower per capita than in New Zealand.
Esquires Ireland
Brendan Duigenan was appointed
Managing Director in May 2024 following the retirement of Tony
McVerry who founded the business in Ireland in 2002. Brendan has
been with Esquires Coffee in Ireland for five years as Operations
Manager and prior to that had extensive experience in senior roles
in Starbucks and AMT Coffee in Ireland.
Brendan has recently appointed Barry
Gardner as General Manager of Operations. Barry has excellent
experience in the café business in Ireland and most recently has
managed several cafes within the well known Arboretum group of
Garden Centres.
The Galway (Eyre Square) store is
now under new management with Agata Danielkiewicz, the franchisee
in Limerick taking over both this store and the Limerick site from
June 2024. Sales in the store have grown by 14% since the change
and the Company is proud that the new owner has maintained the
store's position as the best-loved coffee
shop in Galway, holding the number one spot for cafés on
TripAdvisor for the past several years.
According to Allegra, the Irish
branded café market is reported to have 705 stores as at March 2024
and is projected to grow at 2.6% CAGR to 2029 when the numbers of
branded stores are estimated to be 800. The Esquires current share
of stores is 2.1% and the Company is planning to increase this to
3.75% by March 2029.
International
Store sales in Portugal where
Esquires has two stores in Porto have grown by 44% over last year.
The original store is 14% ahead of last year in sales whilst the
franchisee has added a new store in the same general area of
Porto.
In Pakistan, the Esquires business
is growing under a new Master Franchisee with store sales for the
six months to September at more than double the levels of 12 months
ago. There are now 6 outlets in Karachi with growth plans to add
more, along with moving into other regions of Pakistan based on the
confidence gained in Karachi.
In Saudi Arabia, sales have declined
as the Jeddah Airport contract for one of the two stores came to an
end. The Airport accounts for more than 60% of the total sales in
Saudi Arabia but, whilst this has had an impact in this region, it
is not material to the Group.
ESG
The Board has established a formal
ESG Committee with Elena Garside as Chair. The committee includes
Directors and Senior management and will be an important body to
oversee the Company's progress in this key area. Below are some
examples of the strategies that are already in place.
|
·
|
The Company's contract coffee
roastery is believed to be the first roastery in the world to be
certified carbon neutral and has achieved the carbon neutral Gold
Standard.
|
|
·
|
The Company's coffee is 100%
Fairtrade and organic.
|
|
·
|
Eco friendly thermal mugs & Keep
Cups on sale with reduction in menu pricing when
refilling.
|
|
·
|
100% recyclable disposable take out
cups, paper bags and serviettes.
|
|
·
|
Bio Ferma plant-based cleaning
products with a view to replacing toxic chemicals.
|
|
·
|
Biodegradable paper-based straws to
replace plastic.
|
|
·
|
Wooden cutlery and paper-based
plates to replace plastic in certain locations.
|
|
·
|
Digital menu screens to save on
having to change paper-based menus.
|
Corporate - Transition to UK
The Company is continuing its
planned transition to relocate the business to the UK where most of
the business operates. This will improve efficient working
practices and focus the business on its growth strategy in the core
markets of UK and Ireland.
In July, we were delighted to
welcome Gareth Lloyd-Jones and Gordon Robinson as Non-Executive
Directors based in London. As planned, Mike Hutcheson and Paul
Elliott stepped aside after long and excellent service as
Directors. We have been grateful for the excellent contributions
from Mike and Paul who have added considerable value. Gordon
Robinson, an experienced Non-Executive Director has assumed the
role of Chairman of the Audit & Risk Committee, Elena Garside
is heading up the ESG committee and Gareth Lloyd-Jones who has
extensive experience with franchising and public companies
with his involvement in Tie Rack and Maddison Coffee has
taken on the role of building greater relationships with the
capital markets in the UK along with the CEO and
Chairman.
As reported in the Annual Report,
the Company appointed Aiden Keegan as CEO with effect from
1st April 2024. Recently, Katherine Scott has been
appointed CFO and both Aiden and Katherine have joined the Board as
Executive Directors as is customary in the UK.
Summary and Outlook
The Directors believe that the
Company has turned a corner which is evidenced by its return to
profitability. The prospects for the Company for the
remainder of the financial year and beyond are encouraging as the
trading momentum has continued and store sales trends have been
very positive. There is a solid pipeline of new stores in both core
markets of UK & Ireland.
The Cooks Coffee model being
operated by Esquires is based on a locally focused 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 rapidly in exciting growth
markets.
In Ireland there is a solid pipeline
of new store opportunities that we expect to deliver in the second
half of the year.
The target of having 300 stores in
the UK and Ireland within 10 years remains, and the solid base
being established in these core markets will enable expansion in
other attractive markets and provide the base for potential value
enhancing opportunities that will add to shareholder
value.
Given the solid pipeline of new
stores, the Company expects that we will continue to grow the
number of Esquires outlets operating in UK & Ireland by the end
of March 2025 and we expect to have more than 100 stores operating
during 2025. With the Company now firmly back into growth and
encouraged by current trading we remain confident about the future
prospects of the Group and view the future with
optimism.
Keith Jackson
Executive Chairman
Note: The Company's reporting
currency is New Zealand Dollars ("$")
Unaudited Condensed Interim Statement of Change in
Equity
For
the six months ended 30 September 2024
|
|
|
30
September
|
30
September
|
|
|
|
2024
|
2023
|
|
|
Notes
|
$'000
|
$'000
|
|
Continuing operations
|
|
|
|
|
Revenue
|
|
2,579
|
2,040
|
|
Grant and other
income
|
|
163
|
119
|
|
Raw materials and consumables
used
|
|
(22)
|
(13)
|
|
Depreciation and
amortisation
|
|
(11)
|
(32)
|
|
Impairment loss on
receivables
|
|
(72)
|
-
|
|
Net foreign exchange
(losses)/gains
|
|
(19)
|
(9)
|
|
Employee costs
|
|
(976)
|
(960)
|
|
Other expenses
|
|
(918)
|
(1,197)
|
|
Operating profit
|
|
724
|
(52)
|
|
Interest Income
|
|
765
|
657
|
|
Finance costs
|
|
(955)
|
(924)
|
|
Profit before income tax
|
|
534
|
(319)
|
|
Income tax
(expense)/credit
|
|
-
|
-
|
|
Profit for the period from continuing
operations
|
|
534
|
(319)
|
|
Net profit/(loss) for the period
from discontinued operations
|
|
-
|
(5,272)
|
|
Net
profit for the period attributable to
shareholders
|
|
534
|
(5,591)
|
|
Other comprehensive income
|
|
|
|
|
Items that may be subsequently reclassified to profit or
loss
|
|
|
|
|
Change in foreign currency
translation reserve
|
|
23
|
435
|
|
Total comprehensive profit/(loss) for the period attributable
to shareholders
|
|
557
|
(5,156)
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period attributable
to Shareholders of the parent arises
from:
|
|
|
|
|
- Continuing
operations
|
|
557
|
190
|
|
-
Discontinued operations
|
|
-
|
(5,346)
|
|
|
|
557
|
(5,156)
|
|
|
|
|
|
|
Profit/(loss) per share:
|
|
|
|
|
Basic and diluted profit/(loss) per
share (New Zealand Cents) from continuing and discontinued
operations:
|
3
|
0.87
|
(9.46)
|
|
Basic and diluted profit/(loss) per
share (New Zealand Cents) from continuing
operations:
|
3
|
0.87
|
(0.54)
|
|
Basic and diluted profit/(loss) per
share (New Zealand Cents) from discontinued
operations:
|
3
|
-
|
(8.92)
|
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 2024
|
|
|
|
30-Sept
|
31-Mar
|
|
|
|
2024
|
2024
|
|
|
Notes
|
$'000
|
$'000
|
|
Operating activities
|
|
|
|
|
Cash was provided from:
|
|
|
|
|
Receipts from customers
|
|
2,328
|
6,784
|
|
Cash was applied to:
|
|
|
|
|
Interest cost
|
|
(131)
|
(527)
|
|
Payments to suppliers &
employees
|
|
(3,380)
|
(4,572)
|
|
Discontinued operations
|
|
-
|
(612)
|
|
Net
cash provided from/(applied to) operating
activities
|
|
(1,183)
|
1,073
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Cash was provided from:
|
|
|
|
|
Disposal of property, plant and
equipment
|
|
-
|
12
|
|
Cash was applied to:
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
(9)
|
(5)
|
|
Acquisition of intangible
assets
|
|
-
|
-
|
|
Discontinued operations
|
|
-
|
(2)
|
|
Net
cash provided from/(applied to) investing
activities
|
|
(9)
|
5
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Cash was provided from:
|
|
|
|
|
Proceeds from borrowings
|
|
91
|
810
|
|
Proceeds from share issue
|
|
433
|
107
|
|
Cash was applied to:
|
|
|
|
|
Principal elements of lease
payments
|
|
48
|
(24)
|
|
Repayment of borrowings
|
|
(367)
|
(1,047)
|
|
Discontinued operations
|
|
-
|
(195)
|
|
Net
cash provided from/(applied to) financing
activities
|
|
205
|
(349)
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
held
|
|
(987)
|
729
|
|
Cash & cash equivalents at
beginning of the year
|
|
1,174
|
445
|
|
Effect of exchange rate changes on
foreign currency balances
|
|
24
|
-
|
|
Cash & cash equivalents at end of
the year
|
|
211
|
1,174
|
|
|
|
|
|
|
Composition of cash and cash equivalents:
|
|
|
|
|
Bank balances
|
|
211
|
1,174
|
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 2024
The following is a reconciliation
between profit after taxation for the period shown in the statement
of comprehensive income and net cash flows applied to operating
activities from continuing operations.
|
|
30
September
|
31
March
|
|
|
2024
|
2024
|
|
|
$'000
|
$'000
|
|
|
|
|
|
Profit/(Loss) after tax
|
534
|
(356)
|
|
|
|
|
|
Add
non-cash items:
|
|
|
|
Depreciation
and amortisation
|
11
|
24
|
|
Impairment
loss
|
72
|
133
|
|
Net foreign
exchange (losses)/gains
|
19
|
29
|
|
|
|
|
|
Add/(Less) movements in
assets/liabilities:
|
(1,819)
|
1,855
|
|
|
|
|
|
Net
cash flow applied to operating activities
|
(1,183)
|
1,685
|
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 2024
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 brand, 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.
There were no discontinued
operations in the six months ended 30 September 2024.
Segment information for the
reporting period is as follows:
|
|
Continuing
Operations
|
|
30
September 2024
|
Global franchising &
retail
|
UK & IRE
franchising
|
New Zealand
|
Total
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Global operational splits
|
|
|
|
|
|
Revenue
|
99
|
2,480
|
-
|
2,579
|
|
Grant and other income
|
10
|
153
|
-
|
163
|
|
Raw materials and consumables
used
|
-
|
(22)
|
-
|
(22)
|
|
Depreciation and
amortisation
|
-
|
(11)
|
-
|
(11)
|
|
Impairment loss on
receivables
|
(41)
|
(31)
|
-
|
(72)
|
|
Net foreign exchange
(losses)/gains
|
(3)
|
-
|
(16)
|
(19)
|
|
Employee costs
|
-
|
(807)
|
(169)
|
(976)
|
|
Other expenses
|
-
|
(534)
|
(384)
|
(918)
|
|
Operating profit/(loss)
|
65
|
1,228
|
(569)
|
724
|
|
Interest income
|
-
|
765
|
-
|
765
|
|
Finance costs
|
-
|
(788)
|
(167)
|
(955)
|
|
Profit/(loss) before income tax
|
65
|
1,205
|
(736)
|
534
|
|
Income tax
(expense)/credit
|
-
|
-
|
-
|
-
|
|
Profit/(loss) for the period from continuing
operations
|
65
|
1,205
|
(736)
|
534
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Intangible assets
|
42
|
1,308
|
1,481
|
2,831
|
|
Property, plant and
equipment
|
-
|
91
|
1
|
92
|
|
|
Continuing
Operations
|
|
30
September 2023
|
Global franchising &
retail
|
UK & IRE
franchising
|
New Zealand
|
Total
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Global operational splits
|
|
|
|
|
|
Revenue
|
36
|
2,006
|
(2)
|
2,040
|
|
Grant and other income
|
-
|
119
|
-
|
119
|
|
Raw materials and consumables
used
|
-
|
(13)
|
-
|
(13)
|
|
Depreciation and
amortisation
|
-
|
(31)
|
(1)
|
(32)
|
|
Net foreign exchange
(losses)/gains
|
4
|
5
|
(18)
|
(9)
|
|
Employee costs
|
-
|
(873)
|
(87)
|
(960)
|
|
Other expenses
|
(88)
|
(411)
|
(698)
|
(1,197)
|
|
Operating profit/(loss)
|
(48)
|
802
|
(806)
|
(52)
|
|
Finance costs
|
-
|
(18)
|
(249)
|
(267)
|
|
Profit/(loss) before income tax
|
(48)
|
784
|
(1,055)
|
(319)
|
|
Income tax
(expense)/credit
|
-
|
-
|
-
|
-
|
|
Profit/(loss) for the period from continuing
operations
|
(48)
|
784
|
(1,055)
|
(319)
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Intangible assets
|
42
|
1,308
|
1,481
|
2,831
|
|
Property, plant and
equipment
|
-
|
98
|
2
|
100
|
|
|
Discontinued
operations
|
|
|
30
September 2023
|
UK Franchising &
retail
|
Total
|
|
|
|
$'000
|
$'000
|
|
|
Global operational splits
|
|
|
|
|
Revenue
|
1,074
|
1,074
|
|
|
Raw materials and consumables
used
|
(258)
|
(258)
|
|
|
Depreciation and
amortisation
|
(6)
|
(6)
|
|
|
Employee costs
|
(494)
|
(494)
|
|
|
Other expenses
|
(791)
|
(791)
|
|
|
Operating profit/(loss)
|
(475)
|
(475)
|
|
|
Finance costs
|
(9)
|
(9)
|
|
|
Loss on disposal of
subsidiary
|
(4,788)
|
(4,788)
|
|
|
Profit/(loss) before income tax
|
(5,272)
|
(5,272)
|
|
|
Income tax
(expense)/credit
|
-
|
-
|
|
|
Profit/(loss) for the period from continuing
operations
|
(5,272)
|
(5,272)
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
144
|
14
|
|
|
|
|
|
| |
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 an 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 2024 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 2024. 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 2024. 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 September
2024
|
31 March
2024
|
|
|
|
|
|
Weighted average ordinary shares
issued
|
61,348,261
|
58,526,330
|
|
Weighted average potentially
dilutive options issued
|
-
|
-
|
|
Basic and diluted profit/(loss) per
share (New Zealand Cents) from continuing and discontinued
operations:
|
0.87
|
(10.84)
|
|
Basic and diluted profit/(loss) per
share (New Zealand Cents) from continuing operations:
|
0.87
|
(0.61)
|
|
Basic and diluted profit/(loss) per
share (New Zealand Cents) from discontinued operations:
|
-
|
(10.23)
|
|
Net tangible assets per share (New
Zealand Cents)
|
(9.02)
|
(11.39)
|
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 (2024: nil). All shares are equally eligible to
receive dividends and the repayment of capital.
|
Movement of share capital
|
30 September
2024
|
31 March
2024
|
|
Number of Shares issued:
|
No. of
Shares
|
No. of
Shares
|
|
Ordinary shares opening
balance
|
60,002,449
|
60,726,348
|
|
Ordinary shares issued
|
4,736,222
|
2,706,263
|
|
Ordinary shares cancelled
|
-
|
(3,430,163)
|
|
Total ordinary shares authorised at end of
period
|
64,738,671
|
60,002,449
|
|
|
|
|
|
Movements of share capital
|
30 September
2024
|
31 March
2024
|
|
Value of Shares issued:
|
$'000
|
$'000
|
|
Ordinary shares opening
balance
|
58,845
|
58,345
|
|
Ordinary shares buyback
|
-
|
(5)
|
|
Ordinary shares issued less share
issue expenses
|
433
|
505
|
|
Total ordinary shares authorised at period
end
|
59,278
|
58,845
|
The company now has 64,238,671
quoted shares and 500,000 non-voting shares on issue at 30
September 2024. During the year 4,736,222 shares were issued on 9
August 2024 at a value of $530,500.
At 30 September 2024, $nil of the
ordinary share capital is unpaid (31 March 2024: $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,
Weihai Station Limited and a trustee of Nikau Trust.
Mike Hutcheson is a director of
Image Centre Limited and Lighthouse Ventures Holdings Limited,
resigned 10 July 2024.
Paul Elliott is a director of
Elliott Capital Advisors Limited, resigned 30th
September 2024.
Michael Ambrose is a director of
Ashville Consultancy Limited.
Peihuan Wang is a director of
Jiajiayue Holding Group Limited and Weihai Station
Limited.
Elena Garside is a director of
Garside & Garside Ltd.
Tony McVerry is a director of
Esquires Coffee Houses Ireland Limited, retired 30 May
2024.
Aiden Keegan is a director of
Esquires Coffee UK Limited.
Gareth Lloyd-Jones is a director of
Argentine Steak House, Buenasado (Reading), High Road Restaurant
Group, The Small & Friendly Pub Co, Taga Restaurant, The Arnold
Foundation for Rugby School.
Gordon Robinson is a director of
Sterling BAPC Ltd, KCR Residential REIT PLC
and Vector Capital PLC.
Transactions with related parties
|
|
30
September
|
31 March
|
|
|
2024
|
2024
|
|
|
$'000
|
$'000
|
|
Purchases of goods and services
|
|
|
|
Purchase of management
services
|
120
|
240
|
|
|
|
|
|
Interest paid to related parties
|
171
|
282
|
|
|
|
|
|
Other transactions
|
|
|
|
Related party receivables
|
-
|
-
|
|
Subscriptions for new ordinary
shares
|
-
|
181
|
|
Funding loans advanced by related
parties
|
-
|
210
|
Balances outstanding with related parties
|
|
30
September
|
31 March
|
|
|
2024
|
2024
|
|
|
$'000
|
$'000
|
|
Outstanding balances arising from purchases of goods and
services
|
|
|
|
Entities controlled by key
management personnel
|
724
|
649
|
|
|
|
|
|
Loans to related parties
|
|
|
|
Beginning of the year
|
1,952
|
1,842
|
|
Loans advanced
|
-
|
210
|
|
Loans repaid
|
-
|
(60)
|
|
Net foreign exchange
effects
|
(24)
|
8
|
|
Interest charged
|
129
|
234
|
|
Interest paid
|
(171)
|
(282)
|
|
Balance end of period
|
1,886
|
1,952
|
|
|
|
|
|
Other receivables from related parties
|
|
|
|
Beginning of the year
|
-
|
560
|
|
Contingent liability disposed
of
|
-
|
(560)
|
|
Net foreign exchange
effects
|
-
|
-
|
|
|
-
|
-
|
|
|
|
|
|
Other receivables from related parties
|
|
|
|
Issued capital not yet
received
|
-
|
-
|
Director transactions
|
|
30
September
|
31 March
|
|
|
2024
|
2024
|
|
|
$'000
|
$'000
|
|
Directors' fees
|
62
|
181
|
|
Salaries, wages and contractor
payments
|
494
|
898
|
|
Share based payments
|
-
|
-
|
|
|
556
|
1,079
|
6. Capital Commitments, Contingent
Liabilities
There were no capital commitments as
at 30 September 2024 (31 March 2024: $nil).
There were no changes in capital
commitments, contingent liabilities and contingent assets that
would require disclosure for the six months ended 30 September 2024
(31 March 2024: $nil).
7. Going Concern
The Group reported a comprehensive
gain of $557,000 (2023: $(5,156,000) for the six-month period to 30
September 2024. The prior year included the write down of
$4,788,000 related to the impairment of the Triple Two
investment.
Operating net cash outflow for the
six-month period to 30 September 2024 was $(1,183,000). For the
twelve-month period ended 31 March 2024 the net cash inflow for
continuing operations was $1,685,000.
As at 30 September 2024 the Group
has reported Net Liabilities of $3,011,000 (at 31 March 2024:
$4,001,000) and current liabilities exceed current assets by an
amount of $2,284,000 (at 31 March 2024: $2,966,000).
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 FY25, with ten
new sites opened in the first half of the year, and in excess of a
further six 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.
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.
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 activities that are being undertaken 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.