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Sample Information Memorandum FOOD BUSINESS

Published by The Allbiz Deal Room, 2020-02-04 23:17:16

Description: Sample Information Memorandum FOOD BUSINESS

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“The Business” Business Memorandum Confidential Contact Details Allbizsales Business Consulting & Business Sales [email protected] 1800 858 696

Welcome to The business Business Sales Memorandum Employees 7 Established 2016 Statement of Confidentiality Location 1 IMPORTANT NOTICE TO BUYERS: ALLBIZSALES HAS BEEN ENGAGED TO ASSIST THE VENDOR IN THE SALES PROCESS AND NOT AS THE AGENT OR BROKER. THE ROLE OF ALLBIZSALES IS TO MANAGE THE ADVERTISING AND BUYER PROCESS, ENSURE ALL BUYERS SIGN THE APPROPRIATE CONFIDENTIALITY AGREEMENTS AND ADHERE TO THE SALES PROCESS. Information Memorandum for The business

3 Disclaimer The information contained in this Information Memorandum and any other verbal or written information given in respect of the property (“Information”) is provided to the recipient (“you”) on the following The information contained in this Information Memorandum and any other verbal or written information given in respect of the property (“Information”) is provided to the recipient (“you”) on the following conditions: 1. The Ravensbourne Company Pty Ltd ABN 48611184671 (Document Writer) or Allbizsales Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allbizsales Business Sales and Acquisitions or any of its officers, employees or consultants (“we, us”) make no representation, warranty or guarantee, that the Information, whether or not in writing, is complete, accurate or balanced. Some information has been obtained from third parties and has not been independently verified. Accordingly, no warranty, representation or undertaking, whether express or implied, is made and no responsibility is accepted by us as to the accuracy of any part of this, or any further information supplied by or on our behalf, whether orally or in writing. 2. All visual images (including but not limited to plans, photographs, specifications, artist impressions) are indicative only and are subject to change. Any measurement noted is indicative and not to scale. All outlines on photographs are indicative only. 3. The Information does not constitute, and should not be considered as, a recommendation in relation to the purchase of the business or property or a solicitation or offer to sell the business or property or a contract of sale for the business or property. 4. You should satisfy yourself as to the accuracy and completeness of the Information through your own inspections, surveys, enquiries, and searches by your own independent consultants, and we recommend that you obtain independent legal, financial and taxation advice. This includes as to whether any listing price is inclusive or exclusive of GST. 5. We are not valuers and make no comment as to value of the business or property. “Sold/leased” designations show only that stock is “currently not available” – not that the business or property is contracted/ settled. If you require a valuation, we recommend that you obtain advice from a registered valuer. 6. The Information does not and will not form part of any contract of sale for the business or property. If an interested party makes an offer or signs a contract for the business or property, the only information, representations and warranties upon which you will be entitled to rely will be as expressly set out in such a contract. 7. Interested parties will be responsible for meeting their own costs of participating in the sale process for the business or property. We will not be liable to compensate any intending purchasers for any costs or expenses incurred in reviewing, investigating or analysing any Information. 8. We will not be liable to you (to the full extent permitted by law) for any liabilities, costs or expenses incurred in connection with the Information or subsequent sale of the property whatsoever, whether the loss or damage arises in connection with any negligence, default or lack of care on our part. 9. No person is authorised to give information other than the Information in this Information Memorandum or in another brochure or document authorised by us. Any statement or representation by an officer, agent, supplier, customer, relative or employee of the vendor will not be binding on the vendor or us. 10. To the extent that any of the above paragraphs may be construed as being a contravention of any law of the State or the Commonwealth, such paragraphs should be read down, severed or both as the case may require and the remaining paragraphs shall continue to have full force and effect. 11. You may not discuss the Information or the proposed sale of the business or property with the vendors or with any agent, friend, associate or relative of the vendor or any other person connected with the vendor without our prior written consent. We accept no responsibility or liability to any other party who might use or rely upon this report in whole or part of its contents. 12. The Information must not be reproduced, transmitted or otherwise made available to any other person without our prior consent Information Memorandum for the business

4 Conditions of Issue 1. This Memorandum is supplied on the following conditions, which conditions are expressly accepted and agreed to by the Recipient, in part consideration of the supply of the Memorandum, as evidenced by the retention by the Recipient of this document. If these conditions are not acceptable, the Memorandum is to be returned immediately 2. This Memorandum does not purport to contain all of the information that may be required to evaluate an acquisition of the Company and any intending purchasers and their respective advisors should conduct their own independent review, investigations and analysis of the Company and of the information contained or referred to in this document. 3. Neither the Director(s), the Company, the Consultant, and the partners and employees of the Consultant or their respective subsidiary or associated companies or businesses, shareholders, directors, partners, offices or employees (collectively the \"Beneficiaries\") makes any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information contained in this Memorandum or subsequently provided to the Recipient by any of the Beneficiaries including, without limitation, any historical financial information, the estimates and projections and any other financial information derived there from, and nothing contained in this Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future. 4. Except insofar as liability under any law cannot be excluded, the Beneficiaries shall have no responsibility arising in respect of the information contained in this Memorandum or in any other way for errors or omissions (including responsibility to any person by reason of negligence). 5. The estimates and projections contained in this Memorandum involve significant elements of subjective judgement and analysis which may or may not be correct. There are usually differences between forecast and actual results because events and circumstances frequently do not occur as forecast and these differences may be material. The Recipient, any intending purchasers and their respective advisors should make their own independent review of the relevant assumptions, calculations and accounting policies upon which the estimates and projections are based. 6. The Beneficiaries may in their absolute discretion, but without being under any obligation to do so, update or supplement this Memorandum. Any further information will be provided subject to these terms and conditions. 7. This Memorandum including any update or supplement to this document does not and will not form part of any sale agreement that may result from the review, investigations and analysis of the Company by the Recipient, and intending purchasers and/or their respective advisors. Any agreement for the sale of the Company will contain any and all information, representations and warranties upon which he Recipient or any other intending purchaser should rely. The formal sale agreement will also contain an acknowledgment by the Recipient that it has not relied on any representations or warranties by any of the Beneficiaries in entering into the sale agreement other than any representations and warranties set out in the sale agreement itself. 8. The Company reserves the right to evaluate any offers and to reject any and all offers submitted, without giving reasons for rejection. The Beneficiaries shall not be liable to compensate the Recipient or any intending purchasers for any costs or expenses incurred in reviewing, investigating or analysing any information in relation to the Company, in making an offer or otherwise. 9. The information in this Memorandum is provided to the Recipient only as a matter of interest. It does not amount to a recommendation either expressly or by implication with respect to the purchase of the Company. 10. The information in this Memorandum may not be appropriate for all persons and it is not possible for the Beneficiaries to have regard to the investment objectives, financial situation and particular needs of each person who reads or uses the information in this Memorandum. Before acting in reliance on the information in this Memorandum the Recipient should check its accuracy, reliability and completeness and obtain independent and specific advice from appropriate experts. 11. By accepting a copy of this Memorandum, the Recipient agrees that it shall not contact or discuss the Company, the contents of this Memorandum or any other information supplied to the Recipient as contemplated hereby or any proposal concerning the Company arising out of this Memorandum with any officer, employee, supplier, customer, licensor, franchisee or associate of the Company without the prior consent of the Shareholders which may be given by the Consultant. 12. This Memorandum and further information which may be supplied as contemplated hereby are supplied on the terms set out above and on the terms contained in a confidentiality agreement entered into by the Recipient, the terms of which incorporate the above conditions, and which contain restrictions on the use of the information, its disclosure and on the conduct of the Recipient subsequent to the recipient thereof. The Recipient acknowledges the foregoing and it is hereby agreed that the terms of the confidentiality agreement are incorporated into, and forms part of, these conditions. o Information Memorandum for the business

5 Purpose of this Document The business have decided to sell the business and have requested Allbizsales Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allbizsales Business Sales and Acquisitions to be the communication avenue for this process. This confidential Information Memorandum (\"Memorandum\") has been prepared for selected parties with a preliminary understanding of the business of the business and to assist the recipient of the Memorandum (\"Recipient\") in making their own independent appraisal of The business before preparing an indicative non-binding offer. The Memorandum does not purport to be complete or contain all of the information which a prospective purchaser may require. No representation or warranty is made (or will be made in any sale agreement) as to the accuracy, reliability or completeness of any information contained in this Memorandum by the The business Pty Ltd Directors or Allbizsales Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allbizsales Business Sales and Acquisitions. The Recipient agrees by receiving this Memorandum that it shall not copy, reproduce or distribute to others this Memorandum, whether in whole or in part, without the prior written consent of The business . Further, the Recipient of this Memorandum will keep permanently confidential all information contained herein not already public and will use this Memorandum only for assessing The business. On request, the Recipient will promptly return all material received from the The business Pty Ltd Directors, and Allbizsales, including this Memorandum, without retaining copies. All projections in this Memorandum have been prepared by The business for internal use and are for illustrative purposes only. They do not constitute, and should not be regarded as, a representation that the projected results will actually be achieved or that the underlying assumptions are valid. The projections are subject to uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of The business. Allbizsales has not independently verified the projections. All currency amounts are expressed in Australian dollars unless otherwise stated. All inquiries in connection with this Memorandum or the sale process in general should be directed to the contact named on the front page of this document. All contact between the Directors and employees of The business and prospective purchasers will be arranged by the contact. Under no circumstances should prospective purchasers contact staff or employees of The business. Information Memorandum for the business

6 7 Table of Contents Welcome 02 Executive Summary 07 Business SWOT Analysis 11 Customers and Target Markets 15 Structure and Key People 16 Marketing Activities 17 Profit Results 19 Technology & Processes 23 Sales Process 24 Thank You & Get in Touch 27 The business Business Address: 1 Chifley Square Sydney NSW 2000 InfIonrfmoramtiaotnioMn eMmeomraonradnudmumforfoTrhtehebubsuinsiensesss

2. Executive Summary This information memorandum provides an analysis of the business for sale known as The business. The memorandum aims to highlight the past profitability and financial stability of the business along with a brief industry analysis. Methods of analysis include trend, as well as ratios such as Labour, General Costs, Stock, Gross Profit and finally Net Profit to the owner or EBITDA. The business was established in 2016 by experienced owner-operators Allbizsales Business Consulting & Business Sales. The owners used their operations experience to develop a café located in Newcastle, that would appeal to a clientele looking for speedy service, a simple, high quality menu providing easy fast options and outstanding coffee. The focus is affordable and appealing options, provided by a business that has character, personality, a sense of fun and an understanding of good service. The business is now 3 years down the track and has settled into the area well, proving to be popular with a broad base of regular clientele consisting primarily of locals and corporate workers. The business has successfully leveraged the Subscription culture by introducing a coffee membership program where customers pre-pay for a 6 or 12-month subscription which entitles them to up to 3 coffees per day at a significant saving. This subscription model alone now accounts for $40,000 per annum in revenue and brings customers into the café regularly where additional purchases are also made. The business thrives by catering to its regular customer base by providing a range of quick, easy and affordable food options that can be served all day. From the business’s perspective, these not only have broad appeal but work well for workers who want something quick to take away and all items can be simply and easily prepared by the staff. This is a key point of difference from other nearby cafes and ensures recurring revenue for the business, without trying to cater to the fickle brunch crowd. The business has received considerable favourable press from food critics and consumers alike and there are many opportunities for a new owner to explore to extend the offering and reach new customers such as a focus on corporate catering, further development of the rear yard area to provide a calming seated area, and an extension of the menu to include some plated dishes. The business now employs 7 staff including a Store Manager and FY2019 recorded revenue of $514,050, with projected income for FY2020 of $562,000, a 9% increase based on YTD figures. This is an easy, turnkey business with consistent sales, demonstrated growth and a purpose-built, high quality fit-out. The business has ample room for further growth under a new owner and is a simple, rewarding and fun enterprise to run that would suit a buyer who wants to enter the hospitality space, with an existing set-up, and without the burden of a complex structure or menu. Systems and processes are in place to aid the transition of ownership and the business is located in a densely populated area of the city with a supportive landlord and a broad base of regular customers. This is a fabulous business that would suit any Inbfuoyremr awthioonisMleomokoinragnfdour ma sftorraiTghhtefobruwsainrdeswsalk-in, walk-out venture. The business is listed for sale for offers in the region of $295,000 plus Stock at

8 3. A Word from the Owners Allbizsales To whom it may concern, Business Consulting & Thank you for your interest in “the business”in Pyrmont. Business Sales “the business”has been created, owned and operated by both DIRECTORS & Geoff and I, as a husband and wife team. We both have extensive operations experience and decided to take the BUSINESS-OWNERS plunge and open our own cafe. We purposely built “the business” for speed, efficiency and high customer turnover. It is now known in Pyrmont for the best and fastest coffee. We have lived in Pyrmont for 6 years and understand the Pyrmont customer. The strategy here is ‘everyday value’, a menu that is fast and high quality while balancing affordability. The “the business” customer frequents the cafe daily and makes coffee and food purchases daily, rather than cafes who rely on the fickle weekend brunch crowd who hop from cafe to cafe each week. The cafe idea was conceived 4 years ago and it has been running successfully for 3 years and now we are ready to hand our little dream over to someone else to continue its growth journey, while we tackle yet another project. Yours faithfully, Allbizsales Business Consulting & Business Sales Information Memorandum for the business

9 4. Business Description and Product Milkshakes, Donuts, Coffee Excellence and more with a 90’s Hip Hop Vibe. The Specialisation Point of Difference Product/Service Renowned for speed and Pre-paid coffee membership club A fun and quirky café serving everyday value for money, high which offers 6 and 12-month high-quality coffee, cold drinks and volume specialty coffee shop subscriptions to regular who can fast/takeaway/simple dishes to appeal to the with innovative beverage range then order up to 3 coffees per commuter/local crowd. including Nitrogen coffee on days with significant cost tap (nitrogen-infused cold brew) savings. . Emphasis on quality Draft Espresso Roasters specialty coffee. Key Facts • Established in 2016, situated in densely populated Pyrmont: o With an extremely busy bus stop located outside the store which is considered to be the gateway to Pyrmont. Attracting thousands of commuters each day and expected to get busier as the suburb continues to develop o The International Convention Centre which is nearby attracts travellers from interstate who stay in Pyrmont o Around the corner from Novotel, Sofitel, Ibis and Ovolo 1888, as well as AirBnB residences o There are apartments being built at Wentworth Park and Miller Street and a new light rail has been proposed o The new Fish Market development will be located close by and Pyrmont is adjacent to busy Darling Harbour. • The premises are fun and funky with a heritage façade and bright, clean, quirky and colourful interior • The premises are owned by a supportive landlord, with long lease terms available • All equipment is included in the sale and there are no ongoing equipment lease costs • This business benefits from a prime location in densely populated area of Sydney and caters well to the locals and corporate customers • Run by a small team of staff with a Store Manager in place • Utilises social media to promote the business to its base of followers • Uses approx. 40-45 kg of coffee beans per week using Draft Espresso Roasters specialty coffee. Information Memorandum for the business

10 Information Memorandum for the business

11 5. SWOT Analysis Business Strengths Strengths Prime location in the inner-city suburb of Pyrmont, a rapidly growing and developing area between the Sydney Fish Market and Darling Harbour. Reputation for serving fast, specialty and locally roasted coffee and cold drinks from the innovative tap system to appeal to a broad clientele – Nitro coffee on tap, kombucha on tap and a collection of fun, indulgent milkshakes Small team of staff who provide efficient, friendly service. Clever leveraging of a Subscription model through pre-paid coffee memberships which account for a good proportion of revenue each year Designed to attract commuters/corporate customers, passing trade and tourists and locals who want to eat and go or takeaway Business Weaknesses Weaknesses Potentially could be perceived as having a limited menu – easily changed by adding new options and refreshing the offerings regularly. Lack of bright/bold signage on the façade – more obvious branding on the frontage would provide greater visibility for passing trading. Business Opportunities Opportunities There are numerous opportunities, such as a purchaser introducing their own ideas for menu items and considering plated dishes or brunch items. The business could increase visibility with external signage on the shopfront. A focus on catering could see a steady additional income stream due to the proximity to many businesses/offices. Development of the rear yard into new seated area could add an oasis for city workers. Business Threats Threats The café business can be a highly competitive environment and customer allegiances can change quickly. That said, ensuring a clear point of difference is key and understanding your audience – both of which, The business does well. Information Memorandum for the business

12 6. Assets and Equipment Included in the sale The fit out and all equipment is fully paid out. There will be no continuing equipment lease costs. Included in the sale: • 2 x 3-door under counter fridges • 1 x 4 head Moda Tap system with kegs • 1 x high capacity ice maker • 2 x single door freezers • 3 x single door fridges • 2 x flat press toasters (6 sandwich capacity) • Split system air conditioning/heating unit • 2 x soup kettles • 1 x Hamilton Beach 3 Spindle Milkshake Maker • 1 x bubble tea Super Sealer • 1 x oven • 1 x flat screen TV • Surround sound system with 3 x Wi Fi speakers • Arlo surveillance system with 2 x cameras • POS System with 7 x iPads • 1 x Cash drawer • 1 x receipt printer • 1 x Mahlkoneg Grinder EK • 2 x Mazzer Robur Grinder • 1 x Vitoria Arduino Grinder • 1 x Puq Press • Shelving in storage room • Microwave • All utensils/crockery/serve ware • Furniture • NutriBullet • 2 x Acaia Coffee Scales • Jug rinser x 2 • Toddy cold brew coffee system • Signage board • Branding • Facebook and Instagram pages • Weho Poke Brand and recipes • Coffee subscription customer database. Information Memorandum for the business

13 7. Location and Lease Details Address: 1 Chifley Square Sydney NSW 2000 § The business has been located here since inception as the owners live in the area and have a good understanding of the locals and their needs § The business occupies a compact site with both indoor and outdoor seating § The premises can accommodate approx. 30 patrons in total Additional details: § 2 x car park spaces § Ample storage space consisting of two large rooms upstairs. One large room could be used as Office Space (possible rental opportunity) § Stable and long-term lease with supportive landlord § 3 + 3-year terms remaining on lease § Up to 20 patrons can be seated inside and 10 can be seated outside § Staff toilet and shower § DA approved for outside seating § DA approved for extended early trading 5:00am - 10:00pm permitted hours of trade § Current annual rent is $78,214 plus GST § Annual increases of 4% within the current term, Market Rent review upon exercising option § Outgoings in addition § Bank Guarantee of $21,509 Information Memorandum for the business

14 Information Memorandum for the business

15 8. Typical Customers & Target Markets Customer Base Customer Locations Customer Spread Typically a mix of local Surrounding corporate This is a local/city café residents who are businesses, locals and which caters to its looking for a pit stop and visitors to Pyrmont, surrounds rather than corporate/commuter Sydney Fish Market, further a field so its customers who are Darling Harbour and customer base is drawn passing or needing a surrounds. predominantly from quick-service option. nearby. » Income Streams » Top Customers » Customer Acquisition The café has three key Local Customers, Corporate Locals, city workers and revenue streams: Customers, Tourists / visitors to Pyrmont. 1. Food and Beverage Travellers. 2. Delivery platforms – Uber Its strong social media presence, favourable and Hey You reviews and articles plus its 3. Corporate Catering – coffee membership program all bring people to which could be further the venue. developed. Information Memorandum for the business

16 9. Structure and Key People Business Owners and Directors The Company Structure Kitchen Store-front Admin/Background The business is under the following corporate entity : 1 x owner working mid-week, 1 x owner working weekends The business Pty Ltd, T/A The business 1 x FT Store Manager ACN : 4 x casual employees Allbizsales Business Consulting & Business Sales are the Owners and Directors of The business Pty Ltd. Staffing The business owners oversees operations but have a Store Manager in place to assist with the daily operations in the Café. All staff are on Hospitality Award Rates and there is a team of staff who work well to run the cafe the across the week. The café is purpose built for the efficiency of staff. A purchaser could step into the Store Manager role and actively work in the business, which would reduce operating costs and provide opportunities to push the business forward, or take a more background role and instead take care of the business administration.

17 10. Marketing Strategies & Activities Marketing Strategy The business does little paid marketing across the year, instead it has built a broad base of loyal clientele and a strong social media presence and large customer database, due to its pre-paid coffee membership/subscriptions program. The business has a strong reputation online with 4.6/5 stars across 120 Google reviews. That said there is scope to add paid marketing/advertising activity to bring in new customers, and it provide news as the business evolves. Top Marketing Activities Facebook The business utilises its Facebook page regularly for news, updates and to remain top of mind and relevant. The business Facebook page has 1,484 followers and is kept up-to-date. Instagram The business has an Instagram page that is used in conjunction with its Facebook page for news and updates The business Instagram page has 10,600 followers and is kept up-to-date. SCoaffleee mfermobmership/subscription Customer can pre-pay for their coffees for 6 or 12 months. For prepayment they receive up to 3 coffees per day at a heavily discounted price. There are numerous benefits to the business: § Guaranteed revenue upfront (approx $40,000 per year) § Efficient and speedy service § Loyal customers Sale from§ 60% subscription renewal rates with main reason for not renewing due to moving away from the area § Increase in food sales § Customers bring along friends/colleagues - referrals Information Memorandum for the business

18 Information Memorandum for the business

19 11. Profit Results Profits Results for 2019 Expected Profit for 2020 The business has draft normalised results Based on the YTD results to October for FY2019 suggesting an adjusted 31st, projected financials for FY2020 return of approx. $33,000 to the owner, suggest a return to the owner in the in lieu of wages. region of $125,000+ with an owner working in the Store Manager role. This result is after adjustments have been made to account for some non- operational and one-off expenses. c Revenue/Profit Cost Saving Options Improvements This is a business that operates with relatively low COGS and reasonable running The business enjoys growing financial costs. performance with room for further improvements. The main areas where savings could be achieved would be around the bookkeeping. There are excellent opportunities to grow If an owner is willing to take on this financial through further leveraging online ordering side of the business, they would have saved e.g. Uber Eats, and through focus on the approx. $10,000 in FY2019 (as presented growth of the corporate catering offering in the adjusted net profit). which has the potential to add significant mid-week revenue. In addition, an owner-operator working in the In addition, a purchaser can look at new role of Store Manager and therefore ways to expand/change the product replacing this role would additionally save offering. This could include an expanded approx $52,000 in staff costs (based on the menu and plated meals which may appeal Store Manager’s FT wage). to the fickle weekend brunch/lunch crowd. Information Memorandum for the business

20 11. Profit Results - in Detail Normalised Results FY2020 Projected FY2019 - Draft (based on July-Oct $ results) $ Revenue 600,000 500,000 COGS 203,810 245,278 Gross profit 358,055 268,772 Gross margin % 36% 52% Commercial overheads Overheads Overheads 1,878 3,022 Adv and promotion 74,948 76,389 Rent 104,978 146,332 292,328 359,062 Staff wages and super 65,727 (90,290) Total overheads 58,434 123,148 EBIT 0 0 0 52,000 PLUS, ADJUSTMENTS 8,990 24,618 Associated Wages included in 29,723 24,503 expenses 19,721 22.027 Store Manager wage/super (approx) if run as owner-operated business 124,161 100, 858 Owner personal/non-operational expenses 22% 6% Expenses related to previous business All other add backs Profit plus Addbacks ROI to Associated persons Information Memorandum for the business

21 11. Profit Results – Breakdown FY2019 Gross Sales Gross Profit Normalised Normalised Expenses Profit AU$514,05 AU$268,77 0 1 $235,914 $32,858 Total Gross Sales for Gross profit after direct Normalised expenses Normalised profit to the the last financial year cost of sales after the owner’s direct owner after the owner’s costs, non-recurring or direct costs, non-recurring otherwise non-operational or otherwise non-operational costs have been extracted costs have been extracted for a new owner for a new owner Key Percentages Owner’s 2019 Profit (after addbacks) Gross Profit 52% ADDBACK $ After COGS Finance/interest charges $2,770 46% AU Entertainment $4,646 Expenses Expenses related to $24,503 48% previous business $10,297 Cost of Sales Bookkeeping $4,314 $52,000 (approx) Travel/motor vehicle $24,618 Store Manager $32,858 wage/super Owner personal expenses/other non- operational Profit to Owner Information Memorandum for the business Information Memorandum for the business

22 12. Expense Review Top 5 Expenses (normalised) 1. Staff wages / super 40% 2. Rent 32% 3. Utilities 4% 4. Insurance 4% 5. Bank Fees 3.5% $235,914 Total Expenses (after adjustments) Information Memorandum for the business

23 13. Technology and Processes Business Systems The business generally operates smoothly with only minimal use of software and systems to assist. The business utilizes documented procedures to ensure consistency in its staff training and checklists to ensure tasks are completed thoroughly. Rostering Accounting and Bookkeeping The business uses Deputy XERO is used as the software package of Scheduling in the cafe. This is a choice for the business’s bookkeeping. specialised piece of software for XERO is a comprehensive package and can end-to-end team management and is easily be set-up and run by the owner. XERO used for rostering staff and can be used for Payroll, Invoicing and much communication between team more. members. In addition POS The business does not utilize many systems The business uses Abacus for its but those it chooses to use add value to the POS System. This is a cloud-based business and increase efficiency. There may system used in both hospitality and be additional areas that a buyer chooses to retail and in the business is set up bring in new technology to manage, but at with bump screens for optimising present, the operation is simple enough to efficiency, communication and have exactly what it requires. avoiding messy receipts. There are also documented processes and CRM procedures which will be handed over as part of the sales process to the new owner which The pre-paid coffee membership will assist in the transition. These include store program ensures that the business opening and closing procedures, a ‘coffee has an excellent customer database exam’ used in training new staff and recipes with captured details. This is a good for key menu items that need to be prepared. repository of customer knowledge that can be further leveraged. Information Memorandum for the business

24 Sales Process Allbizsales Business Sales Services Pty Ltd (ABN 56 630 339 150) trading as Allbizsales Business Sales and Acquisitions, (hereafter referred to as the \"Consultant\"), has been appointed to manage the communication (advertising) process for the sale of The business (hereafter referred to as the \"Company\") and as such represents the interests of the The business, shareholders (hereafter referred to as the \"the Director(s)\") in dealing with prospective purchasers relating to the sale process and the offers received. Further detailed information and access to the business and its management team will only be provided to those parties who establish a strong and genuine interest to proceed with an acquisition of this size and nature. To that end we anticipate that the sale process will involve: Steps in the Process 1. Submission of an indicative offer; 2. Deposit of 10% of the agreed sale price to be held by the sellers agent; 3. Completion of final due diligence; 4. Signing a final terms sheet; and 5. Signing of a contract of sale (sale agreement) and completion within a relatively short period following signing of the terms sheet, usually within 14 days. Discussion will be held with short-listed parties during the due diligence period to verify and resolve sale preconditions and the terms and conditions set out in the proposed contract of sale. Step 1: Submission of a written indicative offer Prospective purchasers who have executed a Confidentiality Deed and substantiated their capacity to proceed with the proposed transaction will be provided with this information Memorandum. Prospective purchasers are required to submit in good faith an indicative offer. Such offers will not constitute an offer binding the party but will form part of the basis on which prospective parties will be short listed. Parties are expected to have performed some or all due diligence prior to submitting an indication offer. The Director(s) seeks a written indicative offer from prospective purchasers which must contain the following: Full name of purchasers and name and details of contact for correspondence and further information; Background information on the prospective purchaser and their business; Details of the legal and beneficial ownership and control (direct or indirect) of the prospective purchaser; An explanation of the means by which the proposed transaction is to be funded which substantiates the prospective purchaser’s capacity to proceed with a transaction of the size and nature contemplated; Details of the level of approval that has been obtained in submitting the indicative offer (e.g. Board, Chief Executive) and all additional internal or external (including regulatory) approvals (e.g. Board, shareholder, FIRB, trade practices) which would be required prior to entering into an unconditional binding sale agreement; Any other additional information that the Consultant would reasonably require and reasonably expect to receive for the purpose of considering the indicative offer and, prospective purchasers should specify: - any material commercial or financial assumptions that underlie the indicative offer; any circumstances which, if varied, would cause the prospective purchaser to vary the price or conditions of the indicative offer; any facts or circumstances relating to the recipient that may impact on the successful assignment of material contracts or impact on the successful fulfilment of any other conditions; and any critical timing issues; and Any special or specific due diligence matters that the prospective purchaser will require information on if they proceed to the due diligence phase. Information Memorandum for the business

25 Sales Process (Cont.) Step 2: Deposit a minimum of 10% of agreed sale price A minimum deposit of 10% of the agreed sale price, including stock is required to commence final due diligence and to produce a final sales agreement. The deposit is held in the Allbizsales Corporate Business Sales & Acquisitions trust and is fully refundable until contracts have exchanged, unless agreed by the parties. Step 3: Completion of Due Diligence Prospective purchasers who submit acceptable indicative offers and a deposit will be short listed and invited to undertake a final due diligence review of the Company. The due diligence process will include access to any additional information concerning the Company as required, and access where appropriate to business directors or senior management. Prospective purchasers are required to submit written requests for further information or access to management. Step 4: Signing a terms sheet Upon completion of final due diligence, the parties agree to sign a terms sheet containing the final agreed terms which will be provided to the sellers lawyers to prepare the formal sales agreement. Step 5: Formal sale agreement It is envisaged that discussions in respect of the proposed sale agreement will be held during the due diligence period to clarify and resolve the material terms and conditions to be included in the formal sale agreement. The formal sale agreement will contain: • The only representations and warranties on which a purchaser can rely; and • An acknowledgment by the purchaser that it has not relied on any representations or warranties by the Company or the Consultant in entering into the sale agreement, other than the representations and warranties set out in the sale agreement. Responsibility for Costs The Director(s), the Company and the Consultant and their respective officers, employees and representatives are not liable to reimburse or compensate any party or any of their representatives for any costs or expenses incurred by any party or its representatives in conducting their review and evaluation of the proposal, submitting an expression of interest or detailed proposal, making an offer or otherwise in connection with the proposal. Decision on Sale The Director(s) reserve the right to evaluate any expression of interest, detailed proposal or offer in connection with the Company submitted by any party and to reject any or all of them without giving reasons for rejection. No party is entitled to the basis of the Director(s) decision to accept or reject any expression of interest, detailed proposal or offer. The Director(s) may at any time have discussions or negotiations with any party or any other interested parties to enter into an agreement or agreements with any one or more of them in relation to the proposal without giving reason for so doing or any prior notice to any or all interested parties. The Director(s) is not under any obligation to accept an offer submitted by any party or any other person. The Director(s) may accept an offer from any party without attributing a reason. IMPORTANT NOTICE TO BUYERS: ALLBIZSALES HAS BEEN ENGAGED TO ASSIST THE VENDOR IN THE SALES PROCESS AND NOT AS THE AGENT OR BROKER. THE ROLE OF ALLBIZSALES IS TO MANAGE THE ADVERTISING AND BUYER PROCESS, ENSURE ALL BUYERS SIGN THE APPROPRIATE CONFIDENTIALITY AGREEMENTS AND ADHERE TO THE SALES PROCESS. Information Memorandum for the business

26 Key Opportunities The business is a business that has been developed and operated to meet the needs of the local clientele who respond well to a café that offers a simple menu with carefully considered offerings, high quality coffee and easy, fast menu items and service. This sounds easy, but every product offered has been strategically chosen, for example, the coffee offered is from a boutique coffee roaster; Draft Espresso. The business uses Draft because of its impeccable taste and quality and because it has a strong appeal to customers from its flavour and because it is locally produced. As a result, The business sells around 300 cups of Draft coffee each day, which equates to 40-45kg’s of coffee beans per week. There are a number of opportunities for a new owner to put their own stamp on the business and also grow revenue. The key areas for a new owner to consider are as follows : • A menu refresh to keep it interesting and prevent local, regular customers from becoming fatigued • Consideration of a “brunch style” menu for weekends with more intricate dishes • Plated dishes to encourage customers to linger • Ramping up catering options and advertising to all local businesses/offices • Opportunity to extend seating to the backyard area as a “sanctuary” for corporates and locals. Corporates are always looking for a place to break out, this space provides natural light and an area perfect for contemplation. • Brighter/bolder/more visible external signage • The addition of a website • A marketing strategy which could include SEO, online and offline advertising • The possibility of using the brand’s profile/system to franchise in the future With a turnkey business that is streamlined, fun and already set-up for success, there are many possibilities to explore for buyers. Thank you. Information Memorandum for the business

27 Thank you and Contacts Contact : Thank you for taking Prepared in consultation with the business the time to read this owner/s by: Information Memorandum. Marketing and Preparation: Contacts: Allbizsales Business AdvisoryW: www.Allbizsales.business If you have any questions, please see T : 1800 858 696 the contact information provided Company Address: Made With Love by: opposite. Level 11 The Ravensbourne 1 Chifley Square Company Pty Ltd Sydney NSW 2000 InIfnofromrmataiotnionMMememoroarnadnudmumfofrotrhtehebubsuinseinsesss

28 Sellers Details: — Allbizsales Business Consulting & Business Sales [email protected] 1800 858 696 Address — 1Chifley Square Sydney NSW 2000 Information Memorandum for the business


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