Mojo acquisition expected to lift FY19 Normalised EBITDA
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.