Cooks Coffee Company Limited logo

Mojo acquisition expected to lift FY19 Normalised EBITDA

M&A30 August 2018CCCConsumer Staples

9188903_1


NZAX AND MEDIA RELEASE 31 August 2018


Mojo acquisition expected to lift Cooks’ FY2019 Normalised

EBITDA

1

to $2.0 million

Cooks Global Foods’ (NZAX.CGF) says its planned acquisition of Mojo Coffee Cartel will

transform the company by enhancing its revenue and earnings, strengthening its presence in

New Zealand and accelerating its global growth.

In the accompanying presentation which is to be given to investors and shareholders as part

of a capital raising to fund the acquisition, Cooks forecast the combined business will

generate sales of $35.2 million in the year to 31 March 2019.

It also expects the combined business to generate EBITDA of $2.0 million. The forecasts

compare to proforma

2

combined sales in the year to 31 March 2018 of $33.2 million and

EBITDA of $1.0 million.

Underpinning the forecasts are the continued expansion of Mojo from 43 stores at the end of

March 2018 year to 46 stores by the end of March 2019. Meanwhile, Cooks forecasts its

international Esquires Coffee network will grow from 93 to 112 stores by the end of March

2019. On Wednesday, Cooks announced its network had reached 101 stores. Details of all

of the key assumptions on which these forecasts are based are included in the presentation.

Cooks Executive Chairman Keith Jackson said: “Our acquisition of Mojo is a game changer

for Cooks as its portfolio of stores and its brand are complementary to our Coffee store

network and we gain access to two new international markets of Japan and the USA.

“We are particularly excited about the US. It is the world’s largest and most exciting coffee

market with store numbers forecast by Allegra to grow from 34,000 outlets in 2017 to 46,000

outlets by 2027

3

.

“The major growth sector is in the 5

th

wave of coffee development as identified by Allegra

and Mojo is firmly positioned in this space with their high quality artisan style concept backed


1

Normalised EBITDA has been defined as earnings before interest, tax, depreciation and amortization,

impairment of intangible assets, acquisition and capital related costs, share based acquisition payments and net

foreign exchange losses and gains. This is a non-GAAP profit measure. A full reconciliation between non-GAAP

and GAAP profit measures is provided in the investor presentation.

2

Pro forma financial information has been prepared in order to give shareholders an indication of the trading

position (and like for like comparatives) of the combined group as if the acquisition had occurred at the beginning

of the FY18 financial year.

3

Allegra 2018 US Coffee Report.



9188903_1

up by an advanced set of scientific business practices enabling the group to deliver boutique

at scale.

“The acquisition has the potential to generate attractive returns to shareholders and we

intend to move to the NZX Main Board Market after the deal is completed.

“Cooks will be generating positive cashflows, become a significantly larger company and,

with a New Zealand retail presence, have greater visibility to New Zealand investors. It is an

exciting time for Cooks.”

Cooks entered the conditional agreement to acquire 100% of the shares in Mojo earlier this

month. The transaction, which values the Mojo business at $19 million (subject to

adjustments for net debt and movements in working capital), is to be paid for through a

combination of cash and shares and by Cooks assuming existing Mojo debt.

Following the acquisition, Mojo will retain its brand and all its people with key senior staff,

Steve Gianoutsos, the co-founder of Mojo, and executives Katy Ellis and John Holloway

joining Cooks’ senior management team while continuing to run the Mojo business.

For further information:

Investors: Media

Keith Jackson Richard Inder

Executive Chairman The Project

Tel: +64 9 304 0567 ext. 714. Tel +64 21 645 643


About Mojo Coffee Cartel:

Founded as a boutique roastery café in Wellington by Steve and Julie Gianoutsos in 2003, Mojo

Coffee is now one of New Zealand’s most experienced independent coffee roasters and café

operators. Starting from humble beginnings on Wakefield Street, it has grown to now operate 36 cafes

in New Zealand and a café, pantry and roastery in Chicago. It also has 4 licenced stores in Japan and

2 in China. For more information visit: www.mojo.coffee


About Cooks Global Foods:

Cooks Global Foods operates in world markets and is listed on the NZAX market operated by NZX

Limited in New Zealand under the code CGF. It owns the intellectual property and master franchising

rights to Esquires Coffee Houses worldwide excluding New Zealand and Australia. Cooks currently

operates or franchises Esquires Coffee in Canada, the United Kingdom, Ireland, Bahrain, Kuwait,

Saudi Arabia, UAE, Indonesia, Portugal, Romania, Pakistan, Jordan, and China. It also owns

Scarborough Fair tea, and Grounded Coffee. For more information visit: www.cooksglobalfoods.com

---

ACQUISITION OF MOJO COFFEE
AND CAPITAL RAISING.

2
IMPORTANT NOTE AND DISCLAIMER.

This investment opportunity is made only to persons resident in New Zealand to whom Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA) applies and is

not a ‘regulated offer’ of financial products under the FMCA. There is no product disclosure statement, or other disclosure document for the purposes of the FMCA,

available to recipients. Accordingly, there are not the same disclosures or levels of protection available as under a regulated offer.

No information contained herein has been independently audited or reviewed by any independent third party. This investor presentation does not purport to contain or

disclose all of the information that may be required to evaluate the opportunity. Cooks Global Foods Limited (Cooks or CGF) reserves the right to modify or terminate

the opportunity at any time.

This investor presentation may contain forward looking statements and forecasts. All statements contained in this presentation that are not clearly historical in nature or

that necessarily depend on future events are forward-looking, and the words “forecast”, “anticipate”, “believe”, “expect”, “potential”, “opportunity”, “estimate”, “plan”,

and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements are subject to various risks and uncertainties.

Nothing in this presentation is a promise or representation as to the future. Statements, estimates, projections and forecasts in this presentation as to future

matters may prove to be incorrect, and the recipient is cautioned not to place undue reliance on forward looking statements. Recipients should conduct their own

investigations, verifications and assessments of the merits of the opportunity, identify the information that they require and engage their own professional advisers.

Circumstances may change and the contents of this presentation may become outdated as a result. Cooks undertakes no obligation to update forward looking

statements if circumstances or estimates or opinions should change (except as required by applicable securities law).


Cooks may in its absolute discretion, but without being under any obligation to do so, update or supplement this investor presentation. Any further information will

be provided subject to these terms and conditions. Neither the delivery of this investor presentation nor any agreement made on the basis thereof shall under any

circumstances create any implication that there has been no change in the affairs of Cooks since the date thereof. Cooks expressly does not undertake to review

the financial condition or affairs of its business during the life of the opportunity or to advise any recipient of this investor presentation of any information coming to its

attention (except as required under applicable securities law).

Except insofar as liability under any law cannot be excluded, neither Cooks nor any of Cooks’ directors, employees, shareholders, subsidiaries, agents, advisers,

or any other person who makes any representation or warranty shall have no responsibility or liability arising in respect of any information contained in this investor

presentation for errors or omissions or failure to correct or update any information in the investor presentation (including responsibility to any person by reason of

negligence). Any representations or warranties of Cooks or any liability in connection with the opportunity will arise only under and in accordance with any legally

binding subscription agreement entered into between Cooks and an investor.

3
The Expansion Proposition.

Mojo

• 43 branded stores in 4 countries

• US beachhead in Chicago

• Strength in NZ CBD market

Cooks

• 101 branded stores in 13 countries

• Strength in UK & Ireland

• Solid bases in Middle East & China

Future potential

Build NZ, major driver for USA growth & grow footprint in

Middle East, Europe and China in key commercial hubs.

Leverage the existing infrastructure.

Capture the momentum of the antipodean coffee led 5th wave.

1

1. See Appendix 3 for Allegra Market Research on coffee development. “Waves of Coffee”

Together the companies create a strong entity of 144 branded stores and a

much broader base of increased scale and financial strength with the intention

to expand and grow the business further in the future.

The opportunity, particularly in the US and Europe, is immense.

4
tRANSACTION OVERVIEW.

A Global Coffee Store Network

• Cooks Global Foods has a conditional agreement to

acquire 100% of the shares in Mojo Coffee Cartel (Mojo),

New Zealand’s largest CBD office orientated café network.

• Transaction values Mojo at NZ$19.3m

1

.

- Implies ~6.4x FY18 normalised EBITDA

2

for the NZ

operations (excluding $2.0m attributed to Mojo US).

- Cooks will pay $14.0m and assume debt in Mojo of up

to NZ$5.3m.

• To fund the transaction and strengthen its balance sheet,

Cooks is seeking to raise NZ$20.5m, including:

- NZ$4.3m from Cooks Investment Holdings, a company

associated with Cooks Executive Chairman Keith

Jackson;

- NZ$2.2m of Cooks’ equity issued to the vendors of

Mojo as partial consideration; and

- NZ$14.0m in new capital.

• The transaction is subject to funding and other conditions.

• Settlement expected by 31 October 2018.

• Cooks intends to update shareholders of the proposed

equity, structure and pricing terms before the end of

September.

• Post transaction Cooks plans to migrate to the NZX Main

Board.

1. Subject to adjustments for net debt and movements in working capital. Detail of the funding package is included on page 30 of this presentation.

2. Normalised EBITDA is a non-GAAP profit measure. For a reconciliation between non-GAAP and GAAP profit measures refer to Non-GAAP Financial Information on page 35.

5
TRANSACTION HIGHLIGHTS.

• Showing strong

confidence in the

strategic vision of Cooks,

Mojo management will

become shareholders in

Cooks.

• Increased market

relevance with Cooks’

market capitalisation

increasing to NZ$57

million and more than

doubling the free float

market capitalisation to

NZ$25 million

4

.

• Along with establishing

an earnings presence

in NZ through Mojo

and migration to the

NZX main board post

transaction, Cooks’

anticipates enhanced

liquidity and market

coverage over time.

• On a pro forma FY19

basis, revenue for the

combined group is

forecast to be NZ$35m,

with diversified earnings

derived from franchise

sales, royalty income,

retail sales and wholesale

coffee/merchandise

sales.

• Pro forma FY19 EBITDA

of NZ$2.0m (includes

$0.5m loss from Mojo

US) with leverage to

increase store numbers

across Cooks global

franchise network.

• Combined group will

have stronger cash flows

intended to support

future dividend returns.

• Two additional Mojo

stores intended to open

in Chicago during FY19.

• Significant additional

US growth potential

through continued store

expansion.

• Continued expansion of

the Esquires brand by

opening 19 new stores in

existing territories during

FY19 (UK and Ireland

(12), Middle East (3) and

RoW (4)).

• Mojo NZ organic EBITDA

growth through selective

new store openings and

increased consumer

spending.

• NZ stores compliment

Cooks’ international

footprint of 101

1

Esquires

Coffee Houses primarily

located across Ireland,

the UK, China and the

Middle East.

• Cooks will gain access to

the US market through

the existing Mojo store.

• Significantly increases

Cooks wholesale

channel from FY18 sales

of $1.2m to $9.1m

3

and

gain access to blue chip

wholesale customer

base.

• Vertically integrated

global coffee house with

144 franchised, licensed

and owned stores

1

.

• Domestically in NZ,

Cooks will own the #1

market position in CBD

office cafes.

• Cooks will grow from

FY18 reported sales of

$6.8m and EBITDA loss

of $1.0m to pro forma

FY18 sales of $33.2m

and positive pro forma

EBITDA of $1.0m

2


(including $0.8m loss

from Mojo US).

TRANSFORMATIONAL

ACQUISITION

COMPLEMENTARY

PORTFOLIO

WELL POSITIONED

FOR GROWTH

ATTRACTIVE RETURNS

FOR SHAREHOLDERS

STRATEGIC SUPPORT

AND BRAND REFRESH

1. Based on Cooks and Mojo store numbers as of 24 August 2018.

2. Normalised EBITDA is a non-GAAP profit measure. Cooks FY18 reported loss was NZ$1.6m. For a reconciliation between non-GAAP and GAAP profit measures refer to Non-GAAP Financial Information, page 35.

3. Includes coffee and food sold to Mojo cafes.

4. Based on Cooks’ market capitalisation as of 14 August 2018, assumed $2.2m of Cooks shares issued to Mojo vendors and an equity capital raising of $14.0m. No allowance has been made for potential share price

change following the transaction.

6
EXPANDING COOKS’ GLOBAL FOOTPRINT for brands.

Cooks and Mojo Combined Key Metrics

1. Based on Cooks and Mojo store numbers as at 24 August 2018.

2. Based on number of transactions reported by Cooks in FY18 and Mojo NZ customer numbers for FY18.

3. Estimate based on 1 kilogram of roasted coffee being equivalent to 45 standard cups of coffee. A combined 204,000 kilograms of roasted coffee was sold in FY18 by Mojo (134,000 kgs) and Cooks (70,000 kgs),

which equates to 9.18m cups of coffee or 35,307 per day (based on a 5 day trading week). Cooks 70,000 kgs includes coffee & tea sold by Cooks’ branded products through Esquires network and independent retailers

(including NZ supermarkets).

4. Of the Esquires stores, 2 are owned (UK) and the rest franchised; of the Mojo (and Superfino) stores 6 are licenced (China and Japan), and the rest are owned.

• Combined network café sales of $70m.

• Global footprint of 144 branded stores

1

in

16 countries

4

.

• Targeting 158 stores by the end of FY19;

• Serving 7.2 million customers each year

2

.

• Establishes a retail presence for Cooks in

New Zealand, enhancing its relevance to

New Zealand investors.

• 35,300

3

equivalent cups of coffee sold

each day by Mojo and Cooks combined

wholesale division.

• Establishes a beachhead for US growth,

complementing the growth in Cooks

existing Esquires network.

• Post transaction, Mojo’s co-founders

intend to contribute additional capital

alongside Cooks to fund the rollout of

further cafes in Chicago.

Mojo Coffee / Superfino

Esquires Coffee

7
INCREASED SCALE AND FINANCIAL STRENGTH.

Pro-Forma FY19F Revenue

1

(NZ$m)Pro Forma FY19F EBITDA

1,2

(NZ$m)Market Capitalisation

3

(NZ$m)

1. See Appendix 1 for pro-forma forecasts and key assumptions.

2. Normalised EBITDA is a non-GAAP profit measure. For a reconciliation between non-GAAP and GAAP profit measures refer to Non-GAAP Financial Information on page 35.

3. Based on Cooks’ market capitalisation as of 14 August 2018, assumed $2.2m of Cooks shares issued to Mojo vendors, $4.3m of CIHL underwrite proceeds (including conversion of the existing Nikau Trust loan) and

an equity capital raising of $14.0m. No allowance has been made for the impact of the price of Cooks shares issued to the Mojo vendors or under the proposed equity capital raising or for any variation in Cooks share

price following the transaction.

Cooks

CooksCooks

Mojo NZMojo NZ

Free Float

New Equity

CooksCooks

Cornerstone Investors

Mojo Escrow

Cooks + Mojo

Cooks + MojoCooks + Mojo

Mojo USMojo US

$8.1$8.1

$25.7

$1.5

$35.3

-$0.5

-$0.5

$3.0

$2.0

-$0.5

$25.0$25.0

$11.7$11.7

$18.3

$2.2

$57.2

$36.7

8
mojo overview.

9
MOJO snapshot.

36 cafes

23,200



cups$2.8 million

$26.6 million

7 INTERNATIONAL CAFES

3

1. Based on Mojo store numbers as of 24 August 2018 in NZ.

2. Estimate based on 1 kilogram of roasted coffee being equivalent to 45 cups of coffee. 134,000 kgs of coffee was sold in FY18 which equates to 6.03m cups of coffee or 23,192 per day (based on a 5 day trading week).

Includes coffee sold to Mojo cafes.

3. Cafe in the US and 6 cafes that have a licence to use the Mojo brand in Japan and China.

Mojo has the #1 market position in

CBD office cafes in NZ.

1

Of coffee sold each day by Mojo’s

wholesale division.

2

Positioned to expand internationally.

Revenue generated in FY18.

FY18 New Zealand EBITDA.

Mojo is an independent coffee roaster and one of the

largest café operators in New Zealand. It was founded in 2003

by Steve and Julie Gianoutsos and has recently expanded into

the US with a café, roastery & pantry.

Steve and Julie Gianoutsos infront of Mojo Coffee’s 200

South Wacker cafe in Chicago.

10
THE MOJO BUSINESS MODEL.

A crop to cup model

• Ensures that every step of the chain

enhances the consumer end experience.

• Beans are selected from farmer partners

across the world, then roasted by master

roasters in Wellington and Chicago

based facilities.

Loyalty App

• A proprietary smartphone app for the

NZ market that allows guests to “top-

up” their mojo balance via credit card.

• The app has been successful in

inspiring loyalty.

A Playbook “location” model

• Find the commercial hubs.

• Design a format that is unique.

• Create an unbelievable Mon-Fri

experience.

• Make people want to come and stay.

The Hub

• Training hub which utilises technology to

share internal culture and deliver training

on an international scale.

• Ensures consistent delivery of full

training program.

Invest in technology to bring out the best

in staff and guests alike.

11
MOJO IS NEW ZEALANDS #1 CBD OFFICE CAFÉ BRAND.

Wellington

• 23 Mojo and Superfino stores,

generating 60% of NZ revenue and the

majority of EBITDA.

• Foundation of the business. The first

Wellington stores have been operating

in market for 15 years.

• Highly desirable store locations.

Mojo NZ SummaryMojo NZ Store Numbers (year end)

Auckland

• 13 Mojo and Superfino stores

generating 28% of NZ revenue. One

new store forecast to open during

FY19.

• Auckland targeted for growth but the

market is more competitive, generally

resulting in lower profit margins per

store.

Wholesale (Roastery)

• FY18 production volume was ~160

tonnes.

• Capacity to increase production output

by 100% with minimal capital costs.

• Wholesale roasted bean sales of

~$2.3m in FY18 with a similar amount

sold internally to Mojo stores.

• Gross margin of ~60%.

1. Based on year end store numbers.

2. Estimate based on 1 kg of roasted coffee being equivalent to 45 cups of coffee and a five day trading week.

FY16

20

9

FY17

21

12

FY18

23

13

AucklandWellington

36

33

29

Year ended 31 March FY16A FY17A FY18A

Retail

Store sales (NZ$ millions)

17.3 20.7 22.5

Average revenue per store

1

(NZ$000’s)

596.6 627.3 625.0

Same store sales growth 5.7% 1.2% (0.3%)

Number of customers (000’s) 1,889 2,716 2,741

Average number of customers per store

1

(NZ

$000’s)

65.1 82.3 76.1



Wholesale

Tonnes of Coffee sold 112 124 134

Equivalent cups of coffee (daily)

2

19,400 21,500 23,200

12
MOJO has laid foundation for expansion in us.

• Mojo US is headquartered in Chicago and consists of:

- A flagship store located on 200 South Wacker (opened in June 2017);

- Roastery and Pantry (opened in October 2017); and

- Three management staff, including founder Steve Gianoutsos who is driving growth and development.

• NZ$2.0m has been invested over 2 years in capex and working capital to establish US foothold

• Mojo management estimate a total of four stores are required for the US operations to achieve breakeven

• Six new US stores are planned to be opened during FY19 and FY20;

- Two sites have been identified for opening in FY19 and, with the certainty of the transaction, will be pursued.

Mojo US Summary (NZ$m)

1. Includes 9 months of 200 South Wacker store trading.

2. See Appendix 1 for pro-forma forecasts and key assumptions.

Year ended 31 March FY17A FY18A

1

FY19F

2

Revenue

- 0.7 1.5

Sales Margin

- 0.4 1.0

Store EBITDA - (0.1) 0.2

US Head Office EBITDA (0.2) (0.7) (0.7)

Total EBITDA (0.2) (0.8) (0.5)

13
MOJO has laid foundation for expansion in us

(CONT’D).

Mojo South Wacker store performance (US$)

Coffee Sales

June 2017 - July 2018June 2017 - July 2018

June 2017 - July 2018June 2017 - July 2018

Food Menu Sales Avg. Revenue / Trading Day

Transactions / Month

14
STRONG MOJO MANAGEMENT TEAM WILL DRIVE

CONTINUED GROWTH FOR ALL SHAREHOLDERS.

Steven Gianoutsos

MOJO GROUP CEO & FOUNDER

Katy Ellis

GENERAL MANAGER, NZ

John Holloway

CFO & HEAD OF SALES

Katy has been with Mojo for eight years. Her

role covers all aspects of business development,

operational management, financial performance,

marketing and sales.

Prior to Mojo, she was the Head of Commercial

for Wellington Airport, overseeing the retail,

property and carparking portfolio.

Steve has 30 years of experience in the hospitality

industry, and fifteen years of experience leading

Mojo. Steve moved from New Zealand with his

wife, Julie, their three children, and the family dog,

in order to directly manage and drive Mojo’s US

expansion with his unique hands-on approach.

Steve adeptly translates Mojo’s unique selling

points into initiatives that attract and retain

customers, while supporting his overarching

strategy for the US operation.

John, a qualified Chartered Accountant and

member of CA ANZ, has been with Mojo for four

years. John has also served on the board, and

was chairperson from 2011 to 2014.

Before joining Mojo, John spent over 25 years

in senior finance roles across a variety of

organizations.

15
Cooks Global Foods Overview.

16
SNAPSHOT OF COOKS BUSINESS.

101 stores

1

$43 million

70


tonnes

$6.8 million

$37 million

1. Based on Cooks store numbers as of 24 August 2018.

Store numbers continue to increase driving

higher royalty and franchise sales income.

Coffee & tea sold of Cooks’ branded products

in FY18.

Market capitalisation as of

14 August 2018.

Esquires total store network

sales in FY18.

FY18 revenue from continuing operations.

To be a world class coffee retailer based on ethical and

sustainable principles using Organic and Fairtrade products.

17
DIVERSIFIED EARNINGS SOURCES WITH HIGH

OPERATING LEVERAGE.

Cooks’ franchise model is highly scalable and requires minimal capex.

The company will achieve significant operating leverage once sufficient scale has been achieved.

International Franchisor

§ Esquires UK & Ireland 


(100% owned by Cooks)

§ Middle East

§ China (21% investment)

§ Other Asia, Canada, US

§ Scarborough Fair

§ Grounded

§ Crux (50%)

Franchise and other fees,

royalties & retail sales

(owned cafes only).


Supply sales 



Esquires coffee and

product sales


FDL


Suppliers


Master Franchises


External 3

rd

Parties

18
Revenue Sources

Franchise & Marketing Fees

• One-off fees for exclusive territory rights to Esquires Coffee Houses

• Fees from selling master franchise rights for a sub-territory (e.g. UK sub-franchise

of SE England)

• Store opening fees as new stores are rolled-out

• Franchisees pay a monthly contribution towards group marketing and contribute

towards design costs

Royalties

• Percentage royalty paid on a monthly basis based on gross sales

Product Supply

• All Esquires Coffee Houses stores must buy certain products, such as coffee, teas

and paper cups, from Cooks

• Cooks also supplies customers outside of Esquires Coffee Houses

Retail Sales

• Two stores in UK are operated by Cooks as company stores from which it derives

income from retail sales

FY18 Revenue Sources

DIVERSIFIED EARNINGS SOURCES WITH HIGH

OPERATING LEVERAGE (CONT’D).

Other 2%

Income from

Coffee &

Other 17%

Franchise

Fees 26%

Retail Sales

8%

Supply

Companies

12%

Royalties &

Marketing

35%

19
THE USA OPPORTUNITy.

20
A SPECIAL OPPORTUNITY IN THE USA.

A Move Towards Premium Coffee

• In 2017 the branded coffee shop chain

segment grew by 3.6% in store numbers

and 5.7% in revenue over the prior year

1

.

• The US coffee shop market is dominated

by major chains such as Starbucks and

Dunkin Donuts, with 70% of the US retail

outlet market share.

• However boutique chains are forecast to

continue to influence US coffee culture

and consumption patterns over the next

decade, delivering high quality boutique

concepts at scale.

• 62% of Americans drink coffee daily, and

42% claim they are driven by convenience

rather than brand loyalty

2

.

• American Millennials are becoming ‘coffee

connoisseurs’ who demand greater quality

coffee, for which 55% are willing to spend

more.

• The rise of boutique chains signals a new

era of competition in the US market.

1. Allegra 2018 US Coffee Shop Report.

2. Allegra 2017 Coffee Shop Market Overview.

21
BRINGING A UNIQUE EXPERIENCE TO THE USA.

Mojo is bringing the best of the artisan coffee experience from around the World to the USA.

A unique model, that differentiates

• Experienced management team,

including founder, that is passionate

about the consumer experience

• Integrated supply chain model that

enables the best quality experience

to be delivered

• Food is just as important as the

coffee experience approx. 40-50%

of sales is from food

Successful pilot launch in Chicago’s

competitive coffee chain market

• Launched first store in June 2017

• Consumer feedback is strong

• Business metrics already reaching

levels witnessed in other markets

• Store profitable

• The Mojo concept has been

embraced by some of the most

discerning coffee consumers in the

world

• Market leader in New Zealand

Brand success in New Zealand and

overseas

We’re giving the consumer what they want,

in a growth segment saturated with the status quo.

22
USA STRATEGY.

Mojo’s existing infrastructure can deliver significant scale in the

USA for both retail and wholesale channels.

Test & Learn

Chicago

Expansion

New City

Expansion

Chicago Pilot

• Mojo’s first store, at 200 South Wacker,

has proven successful, with sales trending

upwards across all categories and

outstanding guest feedback.

• Currently generating revenue of more than

US$60k per month and on budget to

achieve revenue of NZ$1.0m for FY19 (5

days a week).

• EBITDA margin of the existing store is

15%-17% giving return on capital of >25%

at store level.

The Next 12 Months

• Within the next 12 months, Mojo intends

to open three new locations in Chicago.

Sites have been identified and Mojo are in

discussions with landlords. The plan for

Chicago stores is to be cash flow positive

within one year.

• Mojo’s medium term plan is to open at

least 4 stores, each year for the next seven

years within the Chicago CBD.

Medium Term

• Mojo intends to replicate its success in

Chicago by expanding to other cities

around the USA. Eight cities have been

identified as suitable locations including

Austin, Cincinnati, Denver, Miami, New

York, Philadelphia, Nashville and San

Diego.

23
Significant value achieved by fifth wave coffee brands with

business sales to major global players.

BRAND

INVESTOR

VALUE

DETAILS

SOURCE

$19.5m USD for

20% Minority Stake

• New York-based, Australian

inspired coffee chain, plans to

expand from 30 to 100 locations

over the next three years.

• The chain is focused on

providing “more than simply

a caffeinated product” and

focuses just as much on

aesthetic elements and

freshly prepared food as it

does on coffee.

https://www.bloomberg.com/news/

articles/2018-07-11/billionaire-

ross-backs-australian-style-coffee-

company-bluestone

https://www.bloomberg.com/news/

articles/2017-09-14/nestle-buys-

majority-stake-in-u-s-coffee-roaster-

blue-bottle

http://www.fortune.com/2015/10/16/

peets-coffee-stumptown-roasters/

http://www.slate.com/blogs/

moneybox/2015/10/30/peet_s_buys_

intelligentsia_stumptown_why_third_

wave_coffee_consolidation.html

https://www.bloomberg.com/news/

articles/2018-05-29/jab-to-buy-

sandwich-chain-pret-a-manger-

from-bridgepoint

• The sale price represents

a multiple of 15 times Pret’s

2017 EBITDA.

• Pret, organic coffee and

upmarket sandwiches with

530-strong global chain,

generated revenue of 879

million pounds in 2017.

• The deal values the

50-plus-location coffee chain

and roastery at more than

$US700 million.

• Blue Bottle has spent

the last 15 years winning

over coffee snobs since

being founded in Oakland,

California in the early 2000s.

The chain is known for its

freshly roasted beans and

hip coffee shops.

• Stumptown opened up in

Portland, Oregon in 1999.

It currently has 12 directly

operated cafes, and a

substantial wholesale and

retail business across the US.

• Stumptown was previously

controlled by private equity

firm TSG Consumer Partners

who acquired a 90% stake in

2011.

• Intelligentsia made it known

a month before the deal

was announced, that it was

seeking to sell to a private-

equity buyer, with a target

price of $100 million.

• Intelligentsia’s co-founders

would retain a “significant

stake” in the business and

stay “actively involved” in its

operations.

About $2bn USD

Inc. Debt. 15 x earnings

About $425m USD

68% Majority Stake

Terms Undisclosed

24
Cooks and Mojo Financial Summary.

25
COOKS FINANCIAL SNAPSHOT.

The recent restructuring of Cooks’ China operations and increased store numbers have significantly improved Cooks’

profitability outlook. Continued store growth and new region master franchises are expected in FY19.

Cooks Revenue from Continuing Operations ($m)

Cooks EBITDA from Continuing Operations ($m)

1. See Appendix 1 for forecast assumptions.

2. Actual sales in NZ$ for Q1 of FY19 = 70.3%.

3. Includes Progressive Processors and Esquires China. From 1 October 2017, Esquires China is treated as an associate and equity accounted. Cooks share of losses from Esquires China investment is included in

EBITDA (from continuing operations) in FY18.

4. Normalised EBITDA is a non-GAAP profit measure. For a reconciliation between non-GAAP and GAAP profit measures refer to Non-GAAP Financial Information on page 35. Cooks FY19 net loss after tax under GAAP

is forecast to be NZ$1.9m. Cooks net loss after tax from Continuing Operations for FY18 was NZ$1.6m and for FY17 was NZ$3.6m.

Significant contributors to recent earnings variability are as follows:

• UK & Ireland contribute 70%

2

of Cooks sales and have grown strongly from

new store growth and the ongoing rebranding and store refurbishment.

• China revenue has fallen but this is largely due to the closure of stores as the

region is restructured under the new agreement with local partners.

• Cost of Sales are broadly in line with movements in revenue.

• OPEX costs have reduced significantly (admin, selling & distribution,

management, travel) following management’s focus on right-sizing the

business.

FY17

FY17

-$1.9

$9.0

$8.0

$7.0

$6.0

$5.0

$4.0

$3.0

$2.0

$1.0

$-

$-

-$0.2

-$0.4

-$0.6

-$0.8

-$1.0

-$1.2

-$1.4

-$1.6

-$1.8

-$2.0

FY18

FY18

-$1.0

FY19

1

FY19

1

-$0.5

$8.1

$5.5

$6.8

Year Ending 31 March ($m) FY16A FY17A FY18A FY19F

1

Revenue $6.5 $5.5 $6.8 $8.1

EBITDA

4

(from Continuing Operations) ($2.3) ($1.9) ($1.0) ($0.5)

EBITDA (from Discontinued Operations)

3

($3.8) ($3.8) ($1.1) -

26
$30.0

$25.0

$20.0

$15.0

$10.0

$5.0

$-

$3.5

$3.0

$2.5

$2.0

$1.5

$1.0

$0.5

$-

-$0.5

-$1.0

MOJO FINANCIAL SNAPSHOT.

Mojo is consistently profitable in New Zealand.

Mojo Revenue ($m)

Mojo EBITDA ($m)

• Mojo NZ has experienced same store sales CAGR of $0.1m

or 0.4% over the last two years despite the impact from the

Wellington earthquake.

• Increase in revenue has been supported by opening new stores

over the same period, contributing $5.2m to overall revenue

growth.

• Mojo relinquished the leases for two stores at the end of FY18

(both at Wellington airport).

• The Company has identified two new sites in FY19 to replace the

lost earnings from the Wellington airport stores. The St James

store is closed for 1 year due to earthquake strengthening and

is expected to re-open in FY20.

• Mojo USA FY18 includes 9 months of store trading. FY19F

is the first full year of trading for the initial store and partial

contribution from two new stores.

1. See Appendix 1 for forecast assumptions.

FY16

FY16

$12.7

$2.0

-$0.2

-$0.8

$2.6

$2.8

$3.0

-$0.5

$2.4m

$2.0m

$2.5m

$2.0m

$4.6

$3.1

$20.4m

$24.0m

$26.4m

$27.2m

FY17

FY17

$14.5

$6.2

$3.2

FY18

FY18

$15.3

$7.2

$3.2

$0.7

FY19F

1

FY19F

1

$13.4

$8.7

$3.6

$1.5

Auckland-store revenue

Mojo USA

Chicago-store revenue

Wellington-store revenue

Mojo NZ

Wholesale and Other revenue

27
Royalties, Marketing &

Franchise fees

Wholesale sales

Retail Sales

Other income

PRO FORMA COMBINED EARNINGS

1

.

On a pro forma basis, the combined Cooks and Mojo group would have delivered EBITDA

of $1.0m in FY18, with $2.0m forecast for FY19.

Pro forma Revenue

1

(NZ$m)Pro forma EBITDA

1,2

(NZ$m)

Pro forma FY18 Revenue by TypePro Forma Number of Stores

1. Represents revenue or EBITDA of Mojo and Cooks from continuing operations. See Appendix 1 for forecast assumptions. Pro forma financial information has been prepared in order to give investors an indication of

the trading position of the combined group as if the acquisition had occurred at the start of FY17.

2. Normalised EBITDA is a non-GAAP profit measure. For a full reconciliation between non-GAAP and GAAP profit measures refer to Non-GAAP Financial Information, page 35.

FY17AFY17A

FY17A

FY18AFY18A

FY18A

FY19F

1

FY19F

1

FY19F

1

$35.2

$2.0

$1.0

$0.5

33

98

3

134

136

36

93

7

9

158

37

112

$33.2

$29.5

6.9%

11.3%

16.2%

65.8%

$36.0

$35.0

$34.0

$33.0

$32.0

$31.0

$30.0

$29.0

$28.0

$27.0

$26.0

$2.5

$2.0

$1.5

$1.0

$0.5

$-

180

160

140

120

100

80

60

40

20

-

CGFMojo NZMojo International

Royalties, Marketing &

Franchise fees

Wholesale sales

Retail Sales

Other income

28
BALANCE SHEET AND CAPITAL EXPENDITURE.

Cooks and Mojo Capital Expenditure ($’000)

1. Represents the estimated $9.2m of goodwill from the acquisition of Mojo and $2.0m cash to fund US growth.

2. $1.3m ($2.3m as of August 2018) of related party loan from Nikau Trust (interests of Keith Jackson) converted to equity

in partial satisfaction of CIHL’s underwriting obligations and $0.9m of other borrowings refinanced with proceeds from offer.

3. Represents new equity capital raising, CIHL underwrite proceeds (including conversion of Nikau Trust loan), Cooks’ shares

issued to Mojo vendors less transaction costs estimated at NZ$1.2m.

• Pro forma total assets of approximately $34m of which $9m is goodwill arising from the transaction.

• Post transaction, Cooks will have <$1m in borrowings but approximately NZ$5.3m within Mojo.

• Mojo’s senior bank debt to FY19F Pro forma EBITDA will be approximately 2.8x (including US losses).

• The combined group is forecasting approximately NZ$2.1m of capex for FY19F

4

.

• Historically, the majority of Mojo capex has been related to opening new stores.

• Cooks has a lower capex profile because of its franchise model. Cooks does provide contributions to store

refurbishment where they control the lease.

4. See Appendix 1 for forecast assumption.

FY16A

$2,910

$1,112

FY17A

$2,005

$833

FY18A

$1,981

$310

CooksMojo

$4,500

$4,000

$3,500

$3,000

$2,500

$2,000

$1,500

$1,000

$500

$-

Cooks Mojo Pro forma Pro forma

In NZD million’s 31-Mar-18 31-Mar-18 adjustments Combined

Total Assets 10.7 12.1 11.2

1

34.0

Bank Borrowings (1.2) (5.1) 1.2 (5.1)

Other Borrowings (3.1) 2.1

2

(1.0)

Contingent Earn-Out (1.6) - (1.6)

Other Liabilities (4.6) (2.2) - (6.8)

Net Assets 0.2 4.8 14.5 19.5

Equity 0.2


- 19.3

3

19.5

29
Funding and Migration to NZX Main Board.

30
CAPITAL SOURCES AND USES.

• The purchase of Mojo involves assuming up to NZ$5.3 million drawn debt while Cooks is also intending to refinance NZ$1.2 million

of existing bank borrowings from ANZ as part of the transaction. Cooks total funding sought is approximately NZ$20.5 million.

• Cooks is seeking the balance of up to NZ$14.0 million to be raised with the exact terms and structure yet to be confirmed while

Cooks’ undertakes market testing.

• NZ$4.3 million of new equity is intended to be raised through the balance of shares underwritten by Cooks Investment Holdings

Limited (interests associated with Keith Jackson) at $0.0775.

• The Mojo acquisition is conditional on at least NZ$2.2m of new Cooks shares being issued to the majority of the vendors of Mojo,

including Steven Gianoutsos.

• Cooks intends to update shareholders of the proposed equity capital raising terms before the end of September.

1. Cooks is yet to confirm the structure and pricing terms for any equity capital raising. The proposed capital sources are intended for illustrative purposes only until Cooks finalises any capital raising terms following market

testing with investors.

Cooks is intending to fund the acquisition of Mojo through

a mixture of bank borrowings (existing borrowings of Mojo),

Cooks’ shares issued to the Mojo vendors and the balance

from equity from new and existing shareholders.

Illustrative Capital Uses (NZ$m)

1

Illustrative Capital Sources (NZ$m)

1


US Growth Capital $2.0 Issue of Cooks Shares to Mojo Vendors $2.2

Purchase of Mojo Equity $14.0 Equity Placement (CIHL underwrite) $4.3

Refinance Cooks Existing Bank Debt $1.2 Cooks Equity Capital Raising $14.0

Refinance other Cooks Borrowings $2.1

Transaction Costs $1.2

Total $20.5 Total $20.5

31
TRANSITION TO NZX MAIN BOARD.

Cooks intends to migrate from the NZAX to the NZX Main Board during Q3 FY19.

The Company has also commenced a process to refresh its board.

• Cooks has obtained conditional approval to migrate to the NZX Main Board.

• Cooks has commenced a process to refresh its board and expects to announce initial

changes in the coming months.

32
Appendices.

33
1. basis of preparation & FORECAST ASSUMPTIONS.

Cooks’ Board believes

that the forecast financial

information set out in

this presentation has

been prepared with

due care and attention,

and considers that the

underlying assumptions,

when taken as a whole,

are reasonable at the

time of preparation.

Key FY19 Cooks Forecast Assumptions

1. Cooks having 112 Esquires Coffee stores

by the end of March 2019 relative to 93 as of

31 March 2018 and 101 at the end of August

2018.

2. Cooks establishing one master franchise in

a new country territory and one new regional

franchise in the UK contributing to an overall

total of NZ$1.9 million of master franchise

fees in FY19 (along with the anticipated

franchise fees from opening a net 19 stores

over the course of FY19) relative to $1.4

million in FY18.

3. 12.5% growth in overall network sales

(including from new stores) driving increased

royalty and marketing income of $2.8 million

in FY19 relative to $2.3 million in FY18.

4. Product and merchandise sales volumes

consistent with the expected increase in

overall expected network sales at pricing

levels consistent with FY18.

5. Raw materials and consumable (costs

of goods sold) per unit / volume consistent

with costs in FY18 (i.e. no material increase

in costs).

6. Employee costs and other expenses in-line

with total expenses in FY18 after adjusting

for the expected increase in stores numbers.

Basis of Preparation

The financial information has been based on information extracted from audited financial

statements of Cooks and un-audited and audited financial statements of Mojo and

other supplementary information including management accounts and forecast financial

information.

Cooks’ Board considers that the above assumptions are the specific
underlying assumptions material to formulating the forecast financial

information set out in this presentation. This presentation does not set

out the generic risk factors that affect any company. Recipients should

consider these matters when evaluating the opportunity.

34

Key FY19 Mojo Forecast Assumptions and Transaction Assumptions

1. Mojo opening 4 new stores by 31 March 2019. One store has been opened as at 31 August 2018.

2. The average transaction values to increase by 2.5% compared to FY18 (adjusted for new stores).

3. No significant increase in occupancy, employment and other administration costs relative to FY18.

4. Satisfaction of all settlement conditions for the acquisition of Mojo. The forecasts have been prepared

as if Mojo had been acquired on 1 April 2018. While settlement is not anticipated to occur until 31

October 2018, this is to illustrate the full year impact of the acquisition of Mojo.

5. Benefits from cost savings and synergies have not been factored into the pro forma forecast

information.

35
2. NON-GAAP FINANCIAL INFORMATION.

Cooks Global Foods Limited (Cooks) standard profit measure prepared under New Zealand GAAP is net profit before tax. Cooks has used

a non-GAAP profit measure of earnings (or losses) before interest, tax, depreciation and amortisation, impairment of intangible assets,

acquisition and capital related costs, share based acquisition payments and foreign exchange gains and losses (normalised EBITDA),

when discussing financial performance in this investor presentation. The directors and management believe this measure provides useful

information as it is used internally to evaluate performance of business units, to establish operational goals and to allocate resources.

Non-GAAP profit measures are not prepared in accordance with NZ IFRS (New Zealand International Financial Reporting Standards) and

are not uniformly defined, therefore the non-GAAP profit measures reported in this investor presentation may not be comparable with those

that other companies report and should not be viewed in isolation from, or considered as a substitute for, measures reported by Cooks

in accordance with NZ IFRS.

From the review of data relating to Mojo, Cooks believes that the calculation of normalised EBITDA for Mojo has been determined in a

manner consistent with the approach taken above by Cooks.

36
3. Waves of Coffee

*

Reference from Allegra Project Cafe Europe 2018 highlights - European cafe symposium *via Allegra World Coffee Portal

Focus

Period

Features

Dominant Brand

Defining

Characteristic

Defining Emotion

Traditional Coffee Culture

Twentieth Century

• Commodity Driven

• Mass Consumption

• Dominance of bulk

brew filter coffee

• Introduction of instant

coffee

Retail / supermarket

brands

Functional

Refuelling

Branded Chains

Begins Mid 1990s

• Rise of branded chain

concepts

• Proliferation of coffee

shop culture

• Custom, espresso

based, beverages

• Development of “third

place” coffee shop

environments

• Globalization

Coffee shop chain brands

Lifestyle

Enjoyment

Artisan Coffee

Begins Mid 2000s

• Focus on quality

• Importance of micro-

roasting

• Hand-crafted

preparation

• Antipodean influence

• Culinary appreciation

of coffee

• Sourcing transparency

Artisan roaster brands

Craft

Love

Science of Coffee

Begins Mid 2010s

• Scientific methods and

principles

• Accuracy and

measurement in

brewing

• Deep understanding of

properties of coffee

• Attention to water

chemistry

• Advanced equipment

Custom in-house roasting

Science

Obsession

Best of Everything

Begins Mid 2012

• Principled concepts

• High quality, boutique,

businesses

• Advanced set of

practices to deliver

scaled artisanship

• Savvy & connected

millennials

• Hyper professionalism

• Art & science

• New era of hospitality

• Compete on

excellence

Roaster & food

Combination of all

Professionalism

1st Wave2nd Wave3rd Wave4th Wave5th Wave

The 5th Wave: The Business of Coffee

• An exciting new ENDURING era for the global coffee industry

• A compelling combination of all previous 4 waves

• High quality artisan concepts with sustainable / profitable brands

• A more advanced (scientific) set of business practices delivering boutique at scale

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.