Cooks Coffee Company Limited · NZX:CCC
Cooks Coffee — Shareholder Meeting (September 2018)
23 slides from Cooks Coffee's shareholder meeting presentation, Sep 27, 2018
Slide 1: Annual Shareholders' Meeting
ANNUAL SHAREHOLDERS’ MEETING 27 TH SEPTEMBER 2018 NZX Offices, Auckland
Slide 2: Important Note and Disclaimer
IMPORTANT NOTE AND DISCLAIMER No information contained herein has been independently audited or Circumstances may change and the contents of this presentation may reviewed by any independent third party. become outdated as a result. Cooks undertakes no obligation to update forward looking statements
Slide 3: Agenda
Executive Chairman’s Introduction Mojo Café Cartel Proposed Acquisition AGENDA Business of the Annual Shareholders Meeting Shareholder Discussion Resolutions Re-election of Directors Auditor’s Remuneration Other Business 2
Slide 4: Executive Chairman's Introduction: Highlights
EXECUTIVE CHAIRMAN’S INTRODUCTION HIGHLIGHTS 101 1 STORES UP NUMBERS Store numbers continue increase from 98 stores in March 2017, driving higher royalty and franchise sales income. UP $43 MILLION Conditional agreement to acquire Mojo Café Cartel Esquires establishes a presence in Mainland Europe, P
Slide 5: Cooks' FY2018 Performance
COOKS’ FY2018 PERFORMANCE 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. Significant contributors to recent earnings variability ar
Slide 6: Planned Acquisition of Mojo
PLANNED ACQUISITION OF MOJO Cooks Global Foods has a conditional agreement The transaction is subject to funding and to acquire 100% of the shares in Mojo Coffee Cartel other conditions. (Mojo), New Zealand’s largest CBD office orientated café network. Transaction values Mojo at NZ$19.3m1 Settlement
Slide 7: Combined Business Profile
COMBINED BUSINESS PROFILE Combined network café sales of $70m. Global footprint of 144 branded stores1 in 16 countries2. Targeting 158 stores by the end of FY19. 37 16 2 Serving 7.2 million customers each year . 3 2 CANADA GREAT BRITAIN CHINA 17 EUROPE JAPAN 35,3004 equivalent cups of coffee sold ea
Slide 8: Mojo Snapshot
MOJO SNAPSHOT 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 ca
Slide 9: Cooks and Mojo Financial Summary
COOKS AND MOJO FINANCIAL SUMMARY PRO FORMA COMBINED EARNINGS1 On a pro forma basis, the combined Cooks and Mojo group would have delivered EBITDA of $1.0m in FY18, with $2.0m forecast for FY19. Pro forma Revenue1 (NZ$m) Pro forma EBITDA1,2 (NZ$m) $36.0 $35.2 $2.5 $35.0 $34.0 $2.0 $33.2 $2.0 $33.0 $3
Slide 10: Balance Sheet and Capital Expenditure
BALANCE SHEET AND CAPITAL EXPENDITURE Cooks and Mojo Capital Expenditure ($’000) $4,500 $4,000 $3,500 $1,112 $3,000 $2,500 $833 $2,000 $310 $2,910 $1,500 $1,000 $2,005 $1,981 $500 $- 1 Represents the estimated $9.2m of goodwill from the acquisition of Mojo and $2.0m cash to fund US growth. 2 $1.3m (
Slide 11: Capital Sources and Uses
CAPITAL SOURCES AND USES 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. • The purchase of Mojo involves assuming up to NZ$5
Slide 12: Summary
SUMMARY Cooks delivered a strong 2018 financial year with Esquires opening in new territories and growing sales On a stand-alone basis Cooks is forecasting transition to generating positive EBITDA in the current financial year The proposed acquisition of Mojo will transform Cooks giving the combined
Slide 13: Questions
QUESTIONS 12
Slide 14: Resolutions
RESOLUTIONS WITHDRAWN RE-ELECTION RE-ELECTION AUDITORS KEITH JACKSON ZHE HUI REMUNERATION 13
Slide 15: Resolution One: Re-election of Keith Jackson
RESOLUTION ONE RE-ELECTION OF KEITH JACKSON “That Graeme Keith Jackson, who retires by rotation in accordance with the Company’s constitution and NZAX Listing Rule 3.2.6, and being eligible for re-election, be re-elected as a director of the Company.” PROXIES FOR AGAINST DISCRETIONARY VOTES 10,521,6
Slide 16: Resolution Two: Re-election of Zhe Hui (Withdrawn)
RESOLUTION TWO RE-ELECTION OF ZHE HUI “That Zhe Hui who retires by rotation in accordance with the Company’s constitution and NZAX Listing Rule 3.2.6, and being eligible for re-election, be re- elected as a director of the Company.” Subsequent to CGF releasing the Notice of Annual Meeting on 13 Sept
Slide 17: Resolution Three: Auditor's Remuneration
RESOLUTION THREE AUDITOR’S REMUNERATION “That the Board is authorised to fix the auditor’s remuneration.” PROXIES FOR AGAINST DISCRETIONARY VOTES 10,521,626 NIL 451,461 PERCENTAGE 95.89% 0% 4.11% 16
Slide 18: Other Business
OTHER BUSINESS 17
Slide 19: Meeting Closed
MEETING CLOSED 18
Slide 20: For Further Information
FOR FURTHER INFORMATION COMPANY NUMBER YEAR OF REGISTERED POSTAL ADDRESS TELEPHONE INCORPORATION OFFICE 2089337 2008 LEVEL 5, P.O. BOX 6570 +64 9 304 0567 3 CITY ROAD WELLESLEY STREET AUCKLAND 1010 AUCKLAND INVESTORS EMAIL DIRECTORS SOLICITORS AUDITORS +64 21 702 509 INFO@ KEITH JACKSON DUNCAN COTTE
Slide 21: Appendix 1: Basis of Preparation & Forecast Assumptions
APPENDIX 1. BASIS OF PREPARATION & FORECAST ASSUMPTIONS Basis of Preparation Cooks’ Board believes The financial information has been based on information extracted from au- dited financial statements of Cooks and un-audited and audited financial that the forecast finan- statements of Mojo and other
Slide 22: Appendix 1 (cont'd): Basis of Preparation & Forecast Assumptions
APPENDIX 1. (cont’d) BASIS OF PREPARATION & FORECAST ASSUMPTIONS 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 fact
Slide 23: Appendix 2: Non-GAAP Financial Information
APPENDIX 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 intangib
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