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ALMIGHTY

Almighty is a market leader in one of the most exciting categories in FMCG –
healthy and functional beverages.
Invest nowWatch

Minimum investment: $2,000 NZD

$492,787
Offer live

82% of raise target raised

Raise target: $600,000 (10.34% equity)
7 days Time left
(unless fully subscribed prior)
 * Overview
 * Product
 * Strategy
 * Financial
 * Offer
 * Updates 13
 * Q&A 8

Invest now

$492,787 Offer live

$600,000 Raise target (10.34% equity)
7 days Time left


Further detailed information is contained in the Information Memorandum

Download document


EXECUTIVE SUMMARY

Almighty is a market leader in one of the most exciting categories in FMCG –
healthy and functional beverages. Our mission is to create drinks that are for
the everyday moments as well as the special ones and help create a balanced
lifestyle and better drinking decisions.

Founded in 2015, Almighty has experienced remarkable growth to become a leading
player in the New Zealand sparkling water and functional beverage category. We
have gained a reputation for our innovative and high-quality product offerings,
and a brand that has resonated with health-conscious consumers by emphasising
natural ingredients, sustainability, and overall well-being.

We have seen our revenue grow by 94% cumulative annual growth rate (CAGR) since
FY21 to reach $3.7m in FY23. This has resulted in an increased market share from
6% to 21% within the New Zealand grocery market over the last 12 months.

This growth was made possible by our well diversified distribution network which
includes 1,000+ premium foodservice stockists across New Zealand and Australia,
200+ major supermarkets in New Zealand, and 100+ independent retailers in
Australia. In support of our Australian expansion we have appointed Almighty
sales managers and distributors in both Victoria (VIC) and New South Wales (NSW)
and have established partnerships with key brands in the Australian market such
as Lululemon, South Yarra Run Club, Rumble Boxing and St Ali.

Our progress to date has set a solid foundation from which to continue expanding
into this rapidly growing category. Our current NZ supermarket coverage of ~50%
provides plenty of opportunity for expansion and we expect this to deliver
additional grocery revenue of $1.1m in FY24 and account for $5.6m by FY26. We
also expect the New Zealand foodservice market to continue to deliver 30% annual
growth over the forecast period.

With a focus on NSW and VIC we have established 400+ accounts across premium
hospitality and independent retail and expect to expand this to 1500 accounts
over the next three years.

We are on track to enter into the major Australian supermarkets and convenience
channels in the next 12-24 months. Supported by additional investment in sales
and marketing we believe these Australian growth opportunities can deliver $3.5m
in revenue by FY26.

We consciously make healthy, clean alternative beverages, which taste delicious
and are made from all-natural ingredients. Our product portfolio includes a wide
variety of beverages, ranging from organic juices to sparkling water and
functional beverages. We became B Corp certified in 2022 and with certified
organic and natural ingredients, and sustainable packaging we are constantly
trying to minimise our impact on our playground.

We have built the business to operate from a simple and proven operational
framework, and intend to maintain this structure as we scale. We outsource our
raw ingredients, packaging procurement, and manufacturing to our production
partner Pure Bottling. We have also outsourced all distribution to a 3PL partner
who handles warehousing and logistics to the end customer. This structure allows
our team to remain focused on building the brand, expanding our distribution,
and ensuring our products are the best in the business.

Our growth strategy is focused on scaling the business in NZ and Australia and
have forecast to generate $13.4m by FY26 . We will leverage our strong brand and
leading market position to expand domestic distribution and expand the business
to become the number one sparkling water brand in New Zealand. In Australia we
will capitalise on our early traction to expand distribution into supermarkets
in parallel with rapidly building the brand through partnerships and events that
get cans in hand.

We are now targeting $600k of new growth capital, and invite you to support us
on the next stage of our journey.


INVESTMENT HIGHLIGHTS


THE OPPORTUNITY

Invest in one of the fastest growing contemporary beverage companies in
Australasia.

Since launching in 2015, Almighty has experienced rapid growth and is forecast
to generate revenue of $5.2m in FY24. We have experienced consistent
year-on-year growth supported, in part, by the strategic expansion of our
product range. In addition to our original organic juice range, we have
successfully introduced two new product lines: sparkling water and a caffeinated
water range. This has allowed us to build our brand and drive higher sales
volume across all channels. By catering to different consumer preferences, we
have been able to capture new market segments and lead the category.

Our strategy starts in premium hospitality and builds into mainstream retail. We
have demonstrated this in New Zealand and are now raising $600k to accelerate
our growth in Australasia. We expect this to deliver revenue of $13.4m in FY26
and $752k of EBITDA (6.2%).

Almighty is currently the fastest-growing sparkling water brand in New Zealand
(Neilsen, May 2023). Over the last 12 months we have achieved remarkable growth,
resulting in an increased market share from 6% to 21% within the New Zealand
grocery market. As a result, we have established ourselves as one of the top
three players in the canned sparkling water category in New Zealand.

We are confident in our continued growth and anticipate reaching number one
within the next 12 months with our expansion of products and stores. We expect
this to deliver additional grocery revenue of $1.1m in FY24 and a total of $5.6m
by FY26. We also expect the New Zealand foodservice market to continue to
deliver 30% annual growth, generating revenue of $2.8m by FY26.


PROVEN PERFORMANCE IN MAJOR SUPERMARKETS


CANNED WATER MARKET SHARE (TOTAL GROCERY)


DOLLAR SALES - TOTAL CANNED SPARKLING


AUSTRALIAN OPPORTUNITY

The Australian market represents a huge opportunity for Almighty, with a
sparkling water market worth over $1bn, significantly larger than the New
Zealand market.

Having established 400+ accounts across premium hospitality and independent
retail in VIC and NSW, we have set the foundation in Australia and are on track
to enter into the major supermarkets in the next 12-24 months. We have proven
our performance in New Zealand supermarkets with ~50% penetration across the 389
major stores (Woolworths, Foodstuffs). Australia’s 1815 stores (Woolworths,
Coles, Costco) represent a significant opportunity for the business.

In addition to the grocery channel, we have a number of significant distribution
opportunities underway that will expand our reach to food service, independent
retail, and convenience channels Australia-wide, increasing our number of stores
from 400 to 1500 over 3 years. As we add additional Australian sales and
marketing functions we believe we can build on our early momentum and achieve
significant success in Australia to deliver $3.5m in revenue by FY26. We believe
there is upside to these forecasts in relation to the Australian market
opportunity due to the number of grocery and convenience chains and the
conversion of these sales opportunities.


RESILIENT PRODUCT AND BRAND

Almighty’s sales have continued to accelerate as the cost of living impact has
been biting. Our monthly sales have nearly doubled in the time the OCR has
climbed 4%.

Almighty 6 packs are predominantly a take-home item purchased from the
supermarket and are at an accessible price-point that underlines their value.


ALMIGHTY SALES:


A RISING TIDE

Consumers are looking for ways to reduce and remove sugar, calories, and alcohol
from diets without compromising on taste, all the while seeking out new flavour
experiences. Two-thirds of adult Kiwis and Aussies are considered overweight,
half of which are obese. Consumption trends are shifting away from sugary diets
to modern, clean alternatives. As more and more consumers are seeking out better
products that suit their lifestyles and their desire to be their optimal selves,
Almighty is well-positioned to capitalise on this trend across the Tasman.

--------------------------------------------------------------------------------


TEAM

Community is at the heart of Almighty, and that extends to our team. Almighty’s
head office is based in Auckland, New Zealand. We currently have 7 employees in
both New Zealand and Australia who are across all facets of the business and are
key to the company's success.


BEN LENART CO-FOUNDER & MANAGING DIRECTOR

Ben co-founded Almighty back in 2015 after he and some friends decided to try
their hand at juicing. He wanted to make healthy alternatives that contributed
positively to the community but didn’t trash the environment. In 2014 he
completed his Bachelor of Commerce in Copenhagen, attracted by Denmark’s
world-leading work on corporate social responsibility and sustainability, which
influences many of the decisions made at Almighty today.


TRICIA KULIK OPERATIONS SUPPORT AND E-COMMERCE

Tricia joined Almighty in 2021 focused on customer experience and the e-commerce
side of the business. She also supports operations and has been instrumental in
the seamless movement of customer orders to date. Prior to joining Almighty,
Tricia managed a number of hospitality venues in Melbourne and has a teaching
background in New Jersey, USA. Her background contributes to excellent customer
service and communication to the team, and enables very effective handling of
challenging situations.


HANNAH ROWLANDS BRAND & MARKETING

Hannah joined Almighty in 2020 and now executes brand and marketing functions
for the business. Prior to joining Almighty, Hannah worked in fashion and
hospitality, working for brands such as Stolen Girlfriends, Deadly Ponies and
Daily Bread, Hannah’s creative and practical approach aligned with her intuition
with contemporary culture demonstrate her ability to build an international
brand centred around community.


LORENZO MEECH SALES

Lorenzo joined Almighty in 2021 as a business development manager focusing on
the foodservice channel in the North Island. Prior to joining Almighty, Lorenzo
gained valuable experience through sales and account manager roles at L’affare,
AS Colour, Hype DC and Nike. Having worked for reputable sales brands, Lorenzo
brings strong sales processes, networks, and experience to the Almighty team.


CAM BAKER BUSINESS DEVELOPMENT MANAGER

Cam joined Almighty in 2021 as a business development manager in Melbourne,
Australia. Cam worked in the foodservice industry for the past 13 years as a
roaster for Allpress in Melbourne, and then in business development for Minor
Figures Oat Milk in Melbourne. Cam has been instrumental in launching Almighty
into the Australian market with his strong foodservice relationships.


LIBBY BRAMWELL PRODUCT & OPERATIONS

Libby joined Almighty in 2021 in the product and operations team. Prior to
Almighty, Libby gained valuable experience in the world of hospitality managing
various high profile restaurants and bars. This fostered her ability to manage
at a fast pace and build strong systems and processes to create a high quality
customer experience.


ODIE RUEGG SOUTH ISLAND SALES

Odie joined Almighty in 2022 as a business development manager focusing on the
foodservice channel in the South Island. Previously Odie managed the South
Island territory for Suntory coffee for 6 years. This prior experience has
provided Odie with a strong foundation of selling into foodservice accounts,
which is instrumental in driving the growth of Almighty's sales.
Go to: Product


PRODUCT

Almighty makes drinks for the everyday moments as well as the special ones.

Almighty is a drink to have at the office, with your lunch, after a workout or
on the dance floor. We make drinks for people who are striving to be their
optimal selves, want healthy alternatives, care about the environment, and want
to contribute positively to the next generation. Our products have no added
sugar, nothing artificial, no sweeteners, just delicious beverages that make you
feel Almighty good.

We have a range of conscious, clean, delicious drinks across three categories,
allowing consumers to make better choices, through hydration, more flavour or
clean energy.

Our first product launched was a range of organic juices, followed by a range of
lightly but naturally-flavoured sparkling waters in December 2019, which now
comprise the majority of revenue. In 2022, we launched Almighty Active, a
functional and caffeinated sparkling water.


CONSCIOUS OF THE NEXT GENERATION

Almighty is a B Corp Certified Corporation.

At Almighty we believe food and beverage play a critical role in the health of
the next generation. That is why we contribute 10% of profits to edible
education programs. Through these initiatives the next generation of foodies and
gardeners learn the skills of gardening and cooking to understand where good
food comes from and to get inspired to grow, cook and share good food.

We’re proud to be part of a global community of like-minded businesses that
deeply care about their community, environment and people. We’ve always said our
drinks don’t just make you feel Almighty good, they are Almighty good, and that
is now official.

At Almighty we care about the footprint we leave for the next generation.
Therefore we only use sustainable materials in our packaging – no plastic
bottles, just glass, paper, cardboard boxes and a lot of aluminium cans!


THE FASTEST GROWING SPARKLING WATER RANGE IN MARKET


ACCOLADES


OPERATIONS

We utilise an operating system that is well-proven and widely used in the
industry, sourcing ingredients from independent suppliers, outsourcing the
production, and using third-party distributors.



This enables us to leverage the expertise and economies of scale of a
specialised manufacturer, while also providing us with flexibility to scale and
to focus on our key competencies of building our brand and developing direct
relationships with accounts at both a store and head office level.


SCALABLE BUSINESS MODEL


WAREHOUSE

We partner with warehouse and logistics specialists. This simplifies our supply
chain significantly, removing our team from time-consuming tasks such as
inventory management, ordering, dispatch, tracking, and billing.

Pure Bottling sends all of our finished goods to our warehousing and 3PL partner
Online Distribution. Our products are then distributed onwards as needed, either
direct to the customer, or to one of our distribution partners, such as Bidfood
or Anchor, who manage ordering, payment and delivery for independent retail and
foodservice customers.

For the major supermarkets, Online Distribution will distribute directly to
stores or to their Distribution Centre (DC). Products sold via e-commerce are
sent directly from Online Distribution to the customer.


SALES AND DISTRIBUTION

We have two sales managers in New Zealand who report to the founder and Managing
Director Ben Lenart. Each oversees a specific geographic region; one in the
North Island and one in the South Island ensuring comprehensive coverage
nationwide.


THERE ARE THREE KEY ROUTES TO MARKET IN NEW ZEALAND:


BRAND & MARKETING

Almighty makes drinks for the everyday moments as well as the special ones. We
want to become an iconic and loved brand in Australia and New Zealand. We have a
strong social media presence and well-defined strategy, focused on integrating
conscious, clean living into peoples day-to-day. We have developed an influencer
marketing program and relationships with key influencers through our country
specific creative agencies.

We collaborate with running clubs and companies closely associated with physical
activities, such as Lululemon and other activity-adjacent companies.
Additionally, we actively participate in sports events to encourage people to
experience our product firsthand. Our community is proud to associate with a
brand that clearly tells the world what they stand for, and the kind of life
that they want to be living.


INTELLECTUAL PROPERTY

We have registered trademarks for the Almighty and Almighty Active logo, word,
in New Zealand and Australia. We also own the rights to the drinkalmighty.com
domain name. The following table outlines the status of our current intellectual
property rights.


THE MARKET

The global sparkling water market is expected to expand at a CAGR of over 12.5%,
reaching a total size of US$93.8B in 2030. People around the globe are gradually
shifting to healthy and innovative drinks, including sparkling water, as they
prioritise leading a healthy lifestyle.


NEW ZEALAND

New Zealand supermarkets sell about $130m of bottled water annually and is
forecast to grow in line with international trends. Canned sparkling water is
currently growing at over 30% year on year in the New Zealand market. The
growing consumer preference for sparkling water over sodas and sugary carbonated
drinks is expected to be a significant driver of the segment's growth.


AUSTRALIA

Australia's four largest drink companies, including Coca-Cola and Pepsi, have
committed to reducing sugar across their non-alcohol beverage portfolios by 25%
from 2015-2025 in response to consumer demand for healthier products . Changes
like this illustrate the significance of the trend that has seen carbonated
water gain huge recognition across Australia as the population prioritises
health and wellness in step with global consumers. As a good alternative to
refreshing sugary soft drinks, the Australian sparkling water market is forecast
to register a CAGR of 3.02% up until 2025, reaching a market size of nearly USD
1.3B by the end of 2025.


FUNCTIONAL DRINKS

The global functional beverage market was valued at US$204B in 2022 and covers
all non-alcoholic drinks containing non-traditional ingredients such as
minerals, vitamins, caffeine, amino acids, probiotics and/or raw fruits.

Demand is being driven by growing consumer awareness regarding the health
benefits of replacing traditional beverages with healthier, functional
alternatives.

This segment of the beverage market is expected to grow at a rate of 7.1% per
year until 2030. Drinks like Almighty Active offer a better-for-you substitute
to coffee, sweetened teas, and conventional energy drinks.


CUSTOMERS

Almighty people get up and move, get out and try something new, and are keen to
learn more.

Almighty ‘Sunny Spirits’, are LOHAS, which stands for lifestyles of health and
sustainability, a reference to a group of people culturally bound by the same
ethos and represent around 30% of the population. This group looks for their own
unique ways to stand out and shine. With a positive give-it-ago attitude and
healthy-ish approach, they are creative, expressive and take a balanced view on
life. They try new products, and are interested in experimenting with new
recipes and drinks.

They are on their way to a balanced life. Working hard, playing hard and
enjoying new experiences. They are open to learning from doing, open to try new
things and open to change. This helps mould a clean balance and a thirst for
life.

Sunny spirits have a thirst for life which keeps them active in their body and
mind, allowing them to be creative in their own ways. They are people who love
to get involved and involve others, they are connectors in the community. We
help sunny spirits feel at their best with delicious drinks made by nature for a
modern, balanced life.


COMPETITIVE LANDSCAPE

Consumers have shown they have a thirst for beverages that are not only better
tasting than traditional options, but better for the environment and far better
for our health. More than anything, consumers want beverages that help them get
closer to becoming their optimal selves.

Almighty has outstanding products that win on taste. We believe our competitive
advantage lies in a combination of innovation, brand strength and
sustainability.

Innovation - We pride ourselves on our innovation within the category, as we
continually invest in flavour and product development. With a heritage in
hospitality, we prioritise creating unique and delicious offerings that set us
apart. This is highlighted by the multiple awards Almighty wins for outstanding
products.

Brand - Building a strong brand is one of our key strengths, as we focus on
engagement and generating love from our customers. Through strong brand values,
storytelling, and meaningful connections, we establish a loyal community that
supports and advocates for our brand.

Sustainability - At Almighty we care about the footprint we leave for the next
generation. We became B Corp certified in 2022 and actively contribute to
initiatives such as edible education. We utilise sustainable materials and
continue to demonstrate our commitment to environmental responsibility and
social impact.


ACCESSIBLE PREMIUM POSITIONING


ALMIGHTY BRAND POSITIONING: PRICE VS. INNOVATION:

Go to: Strategy


CURRENT STAGE OF BUSINESS

Almighty has developed a range of market leading products and a B Corp certified
brand that our consumers and community love. We have seen our revenue grow by
94% (CAGR) between FY21 and FY23.

This growth was made possible by our well-diversified sales channels in New
Zealand and our launch into Australia in January 2022.

Over the past 18 months, we have focused on laying a strong foundation for
expansion in Australia. We have appointed a Almighty sales manager in VIC and
distributors in both VIC and NSW and have over 400 independent retailers and
premium hospitality venues.

We have also established partnerships with key brands in the Australian market
such as Untitled Group, lululemon, Am:Pm, South Yarra Run Club, Rumble Boxing
and St Ali.

We have 1,000+ premium foodservice stockists across New Zealand and Australia
and 200+ major supermarkets in New Zealand and 100+ independent retailers in
Australia. As a result, we now have the opportunity to build on our established
platform in both markets.


GROWTH PLAN

Our medium term strategy is focused on leveraging our strong brand and
distribution platform to grow our market share and revenue in our target
markets. The key elements of our strategy are:

 1. Continuing to expand distribution in NZ
 2. Accelerating growth in Australia
 3. Launching new products

Continuing to expand distribution in NZ - Our growth in the New Zealand market
is focused in two areas, supermarkets and food service, with the aim of becoming
number 1 in the canned sparkling water category in New Zealand.

We currently have around 50% distribution coverage across all major supermarkets
in New Zealand, providing substantial opportunity to increase the number of
products ranged and expand the number of stores we are stocked in across both
Woolworths and Foodstuffs.

We are expecting food service revenue to grow by 30% year on year over the next
few years. We currently have approximately less than 10% coverage across the
domestic foodservice market, and as our brand and distribution grow we are
confident of capturing a larger share of this market.

To support our growth in New Zealand food service, we will hire an additional
sales manager dedicated to the lower North Island. This is an area of the
country with significant scope for growth, and this new team member will ensure
we take full advantage of the opportunity. We will also allocate additional
marketing spend and focus heavily on brand building activities and initiatives
to get more liquid on more lips.

Accelerating growth in Australia - Having successfully launched Almighty into
the VIC food service and independent retail markets, our focus is now on
building this out and developing the food service channel in NSW and then to do
the same in other states. We are currently negotiating with a national
distributor to expand into independent retail stores across Australia.

We are also in discussions with major supermarket and convenience store partners
with our intention of a launch in the next 12-24 months.

The major supermarket and convenience store channels represent significant
opportunities for the business that our existing traction and brand awareness
will assist us in taking full advantage of. Our MD Ben will drive our launch
into supermarkets and convenience stores and where necessary will be supported
by sales agents who hold the direct relationships and our sales managers.

To support these sales efforts we will invest heavily in local marketing to
drive brand awareness and product adoption. With a focus on sampling, brand
building activities and partnerships, we will align ourselves with local events
and organisations to increase awareness and develop a community of passionate
consumers.

To accelerate this momentum we will look to hire a NSW based foodservice sales
rep as well as a new VIC based team member focused on marketing and brand
building.

Launching new products - Having built a brand around innovation, new product
development is a core part of our growth strategy. We have multiple new products
in development which will come to market in the next 12 months. We expect these
new products to complement our existing range, attracting new consumers to the
brand with a wider range of flavours, and contributing to our forecast revenue
growth. We intend to launch all new products into all our key markets and sales
channels at the same time, ensuring brand and product consistency.


EXIT STRATEGY

The strategy of building a strong brand, growing New Zealand distribution,
expanding in Australia, and launching new products is designed to significantly
increase the value of the business. Our ongoing efforts in Australia will
continue to develop brand recognition in that key growth market, creating a
unique platform to support future growth opportunities.

As we continue to grow we will evaluate appropriate opportunities to create
liquidity for shareholders. A future possibility which is currently closely
aligned with Almighty’s long term strategy would be a trade sale to a large
multinational or private equity fund.


DIVIDEND POLICY

The board intends to reinvest profits in order to achieve faster growth in the
short term. As Almighty grows in scale and profitability, the board will
consider adopting a dividend policy that maximises dividend payments to its
shareholders.


USE OF FUNDS

Our strategy is focused on leveraging our strong brand and position in the NZ
market to scale the business into the leader of the NZ market and significant
player in the Australian market. Our key focus will be on growing revenue
through investment in sales and marketing, and investing in the working capital
needed to support this growth. The following table outlines how we plan to
invest the funds from this raise and the funding from NZTE over the forecast
period.


RISKS AND MITIGATIONS

Go to: Financial


FINANCIALS

All financial projections contained in this document are based on our best
assessment of future financial performance and assume that we successfully raise
$600k of new capital this year to complement the NZTE co-funding. The
assumptions on which the projections were prepared may prove incorrect and
actual results vary significantly. The historical financials are subject to
change upon completion of the statutory accounts.

The financial forecasts are based on individual financial models for each of our
4 key business lines and sales channels. These consist of:

 * New Zealand wholesale;
 * New Zealand grocery;
 * all online sales; and
 * international sales (excluding online sales).


FINANCIAL PERFORMANCE FORECASTS


FINANCIAL FORECASTS KEY ASSUMPTIONS


REVENUE FORECAST

Total revenue is forecast to grow at a cumulative annual growth rate (CAGR) of
54% over the forecast period after adjusting for inflation.

New Zealand wholesale: Revenue is forecast to grow at a CAGR of 30% with the
organic juices contributing to 50% of this due to the nature of the hospitality
sales to cafes etc. We will introduce a Wellington-based sales rep in FY24 and
we expect to see the sales start to be passed through in FY25 across all
products.

New Zealand grocery: Revenue is forecast to grow from $1.74m in FY23 to $5.27m
in FY26. In FY24 we have confirmed a 50% increase in SKU’s through Countdown and
a 50% increase in store numbers from August 2023, from that we expect Countdown
sales to double. In subsequent years we expect our continued growth from further
ranging in Foodstuffs North Island, at least two new products and expanded
distribution.

Domestic online channel: We have forecast that our sales from our online channel
will have a 59% CAGR through to FY26. In FY24 we are launching a new website and
will begin online sales into Australia. We have plans to invest in ecommerce
marketing significantly in FY24 and FY25.

Overseas: Most of the overseas revenue is expected to be derived in Australia,
with a small amount of revenue derived from Singapore. Our Australian forecast
revenue consists of a combination of foodservice, independent retail and major
grocery. Our focus will be to expand distribution in NSW, VIC and QLD and launch
and build major retail and convenience distribution in FY24 and FY25, with
Australia representing 35% of our $10m revenue by FY26.


GROSS MARGIN

Our gross profit margin was significantly impacted in FY23 due to increased
freight and logistics costs. Our freight costs per dollar of revenue increased
from 16c to 20c, this was driven by inflation, especially in fuel and labour
costs, disruption from weather events and significant increases in export
freight and inter-island costs. We have onboarded a global supply chain
specialist, Denise Walker who has helped us to implement improvements for FY24
and we expect to see our freight and logistics costs settle back down at 16c per
dollar of revenue in FY24 as a result. This is supported by Denise driving a
more efficient 3PL and renegotiating supply contracts to reduce freight costs.
We will open a South Island warehouse in August to optimise our South Island
freight and courier movements and utilise cheaper sea freight interisland. We
have also shifted our high cost-to-serve customers to distribution partners. In
regards to our exports, international freight costs are also coming back.


OPERATING EXPENSES

Projected operating expenses are based on historical experience, adjusted for
inflation and the additional costs associated with the execution of our growth
strategy. We invested in our Australian operations during FY23 as an upfront
investment in order to position the business for the next growth stage. This
contributed to a 36% increase in fixed operating costs as compared with FY21.
The FY24-FY26 increase in OPEX is attributable to increased sales and marketing
resource investments related to growth in the Australian market.


NZTE CO-FUNDED PROJECT

New Zealand Trade and Enterprise (NZTE) has agreed to co-fund our Australian
expansion project up to $800k to be spent over the next 3 years. We have
recognised it as other income over the period we expect to spend the money.


DISCONTINUED ACTIVITIES

This relates to the net contribution from the sale of non-beverage items through
the COVID period.


ACHIEVABILITY OF FORECASTS

Almighty has achieved consistent revenue growth since inception, while also
creating a strong brand and platform from which to invest additional capital to
accelerate growth. Although the investment in Australian operations in FY23
resulted in a drop in EBITDA, the board believes this investment was necessary
to position the business for future growth and that they will be profitable in
FY25 due to their increased revenue and gross profit margin.

The forecast and assumptions upon which it is based reflects a position that the
board believes to be reasonably achievable. It follows the board’s best estimate
of future performance and is based on current market opportunities and our
strategic plan.

The board strongly believes it can continue to grow its revenue in NZ. This
belief is supported by the immediate opportunity to expand grocery distribution,
the consistent growth within the foodservice and independent retail channels and
additional investment into marketing and brand building activities.

Although the board believes the biggest opportunity lies in Australia, the
forecasts currently assume total Australian revenue will only reach
approximately 35% of total group revenue by the end of FY26. Accordingly, we
believe there is upside to these forecasts in relation to the Australian market
opportunity.

The company has established strong governance processes, with regular reporting
to the board on financial results versus budget. This will ensure that material
variances from budgeted performance can be acted upon quickly in the future.


BALANCE SHEET FORECASTS


CASHFLOW FORECASTS


BALANCE SHEET AND CASH FLOW ASSUMPTIONS

All forecasts are based on raising the targeted $600k. In the event that
Almighty raises more than the minimum, the company will bring forward sales and
marketing initiatives.

Receivables and payables are recorded inclusive of GST and are based on
historical payment terms, adjusted to reflect the forecast mix of sales channels
and supplier payment terms. Forecast inventory levels are based on historical
ratios and requirements to achieve forecast revenues.

Almighty has an overdraft facility with BNZ that it intends to keep in place.
However, the outstanding balance will be offset by part of the capital raise
proceeds.

New equity is shown in the balance sheet net of capital raising costs.

Go to: Offer


SUPPORTING DOCUMENTS


 * INFORMATION MEMORANDUM
   
   


 * SHAREHOLDERS AGREEMENT
   
   


 * CONSTITUTION
   
   


 * SUBSCRIPTION AGREEMENT
   
   


 * NOMINEE DEED POLL
   
   


KEY OFFER DETAILS

 * Pre-money valuation: $5,200,000
 * Raise Target: $600,000
 * Target Equity Offered: 10.34%
 * Share Price: $0.65
 * Minimum Investment: $2,000


USE OF FUNDS

The funds from this capital raise will be used to:

 * Increase working capital to fund growth in stock and debtors
 * Increase presence in the Australian market – added Australian sales and
   marketing functions
 * Increase marketing spend in Australia


VALUATION

The business has achieved a cumulative annual growth rate (CAGR) of 94% since
FY21, and is well positioned for further growth. The board of directors and
existing shareholders of Almighty have set the pre-money valuation of the
business at $5.2m. This valuation has been determined having regard to:

 * A revenue multiple of 1 x FY24 forecast, comparable to recent revenue
   multiples as shown in the table below.
 * Proven resilience in recent years during unprecedented disruption in the
   global hospitality industry.
 * The immediate upside opportunities offered by recent range reviews in NZ
   grocery for FY24.
 * Our market position and the strength of our brand; and
 * The significant growth opportunities from Australiasian expansion and new
   product initiatives.


SHAREHOLDER BENEFITS

As a thank you for your support and investment in the business, Almighty is
pleased to be able to offer a range of shareholder-only discounts and
merchandise packs.

 * Invest $2,000 - $4,999 and receive a 10% discount on all online purchases.
 * Invest $5,000+ and receive a 15% discount on all online purchases and an
   Almighty shareholder merchandise pack.

--------------------------------------------------------------------------------


DISCLOSURES


TYPE OF SHARE ON OFFER

We are offering ordinary voting shares (Ordinary Shares) ranking equally with
all other shares on issue. Except for investments of $500,000 or more, the
Ordinary Shares to be issued by Almighty are to be issued to Snowball Nominees
Limited (“Nominee”), who will hold legal title to those Ordinary Shares on trust
for the relevant beneficial owner of those Ordinary Shares (i.e. the investor).
Further detail on why Almighty is choosing to use a Nominee is described under
the heading “Nominee shareholding structure” below.

Holders of Ordinary Shares have:

 * the right to receive notice of, and attend, every meeting of the
   shareholders;
 * the right to vote at a meeting of the shareholders on any resolution;
 * the right to an equal share in dividends authorised by the board;
 * certain shareholder information rights (as set out in the Shareholders’
   Agreement); and
 * pre-emptive (or anti-dilution) rights on share issues and transfers (subject
   to certain exceptions).

Holders of Ordinary Shares are also subject to drag and tag-along rights (as set
out in the Constitution). The Subscription Agreement, Shareholders’ Agreement
and Constitution set out other terms that will apply to a shareholding in
Almighty.  You should read these documents before subscribing for Ordinary
Shares under the Offer.


THE SHAREHOLDERS’ AGREEMENT AND CONSTITUTION

The shareholder rights which will attach to the Ordinary Shares are set out in
the Shareholders’ Agreement and Constitution.

The Shareholders’ Agreement includes some mechanisms for the appointment of
directors which depend on the level of shareholding held in the company and
origin of the investment.  For example, the founder has the right to nominate a
director while they hold shares in the company.  The company is also obliged to
use reasonable commercial endeavors to maintain an independent director at all
times.

The Shareholders’ Agreement sets out certain exceptions to the pre-emptive
rights which apply for the issue of Ordinary Shares, including exceptions for:

 * the issue of Ordinary Shares to founder Ben Lenart to maintain his 20%
   founder shareholding in the company
 * the establishment of an employee share option plan for up to 6% of the issued
   shares; and
 * the issue of Ordinary Shares to a Strategic Investor, not exceeding 9% at the
   date on which the shares are issued

The Shareholders’ Agreement also includes an exception to the pre-emptive rights
which apply to the transfer of Ordinary Shares.  This exception enables
beneficial owners to freely transfer Ordinary Shares within the nominee,
provided such transfers are not to a competitor.

Copies of the Shareholders’ Agreement and the new Constitution are available for
review and you should read them carefully, along with the Subscription Agreement
setting out the terms of your investment, before applying for Ordinary Shares in
this Offer.

Your subscription is conditional on Almighty adopting the new Shareholders
Agreement and Constitution. If this does not occur before the end of the Offer
Period, your subscription funds will be returned to you from the Snowball Trust
Account.


NOMINEE SHAREHOLDING STRUCTURE

Our share register is hosted on Orchestra, providing shareholders with an online
record of their investment in the Company, along with access to investor
communications and Company documentation.

We plan to use a nominee shareholding structure for this offer to simplify the
share register and prevent Almighty from becoming a “Code Company” for the
purposes of the Takeovers Code in the future. In broad terms, a company becomes
a Code Company when it has 50 or more (voting) shareholders and share parcels
and it (including subsidiaries) had total assets of at least $30 million or
total revenue of at least $15 million at the end of its last financial year.
Shareholders of Code Companies can be restricted in how and when they are able
to transfer their shares. Given our forecast revenue, we do not believe it is in
the best interests of the company, its existing shareholders, or investors for
Almighty to become a Code Company and bear increased compliance costs. The
Ordinary Shares to be issued by Almighty are to be issued to a nominee, who will
hold legal title to those ordinary shares as bare trustee for the relevant
beneficial owner of those shares (the Nominee).

The full terms on which the Nominee holds the shares are set out in the Nominee
Deed Poll (which forms part of the Offer Documents). In broad terms, the Nominee
must:

 1. Act in accordance with the relevant beneficial owner’s instructions (e.g. in
    exercising the voting rights attached to the relevant shares);
 2. Account to the relevant beneficial owner for all proceeds from the relevant
    shares (e.g. dividends received); and
 3. Deliver notices, letters, reports, demands, offers, agreements and other
    documents and communications received by the Nominee to the relevant
    beneficial owner.

Under the Nominee Deed Poll, each beneficial owner indemnifies the Nominee
against any losses, damages, costs, actions, proceedings, claims and demands
that may be made against or incurred by the Nominee as a result of it holding
the shares under the Nominee Deed Poll (unless the Nominee has been fraudulent
or grossly negligent). The nominee structure is commonly used and consistent
with best practice around the world for early-stage investing and online private
equity investments.


SHAREHOLDING STRUCTURE

The following table sets out the projected ownership structure on completion of
the offer for the minimum and maximum raise amounts. The pre-offer ownership
structure illustrates the current shareholding table both before and after a
share split, and includes the future dilution effect from the founder’s anti
dilution rights under the Shareholders’ Agreement (Founder Floor), as described
below.

The post-offer positions in the table below include the future dilution effect
of the Founder Floor. The final shareholder structure may vary from this due to
the actual amount raised and rounding of individual allotments.

The additional shares to be issued under the Founder Floor are not expected to
be issued until a future liquidity event. The above table excludes any dilution
effect from options granted under the employee share option plan (ESOP)


DIVIDEND POLICY

Our strategic plan is focused on driving profitable growth. As we grow in scale
and profitability, the board will look to adopt a dividend policy that maximises
dividend payments to its shareholders, provided that such payments are
consistent with good business practice and the requirements of the Companies Act
1993, as well as comply with any banking covenants and the responsibilities and
duties of the Directors. The board will also consider all avenues for generating
returns for shareholders, including creating opportunities for liquidity most
likely through a trade sale.


STAFF AND REMUNERATION

All remuneration of key executives and team members will be reviewed regularly
by the board to ensure that remuneration is market driven and reflects
individual performance and achievement of role objectives.


FOUNDER ANTI-DILUTION RIGHT

The Shareholders’ Agreement includes an anti-dilution right in favour of the
founder (Ben Lenart), under which Ben will be issued additional shares for a
total nominal consideration of $1 such that he maintains a total aggregate
shareholding of 20% (Founder Floor). The purpose of the Founder Floor is to
ensure that Ben remains sufficiently incentivised to drive the execution of the
growth strategy. The Shareholders’ Agreement includes additional lockup and
non-compete obligations on the Founder. The additional shares to be issued under
the Founder Floor are not expected to be issued until a future liquidity event.


EMPLOYEE SHARE OPTION PLAN

Almighty has implemented an employee share option plan (ESOP) to incentivise key
employees with a view to retaining talent and aligning the company’s interests
with those employees. Under the terms of the scheme, employees are granted
options to subscribe for shares at an exercise price equal to market value at
the time the options are granted. The options vest to the extent that certain
company milestones are achieved and lapse if the employees leave the company
before they are exercised. The Company has the right to grant share options
under the scheme up to 6% of the total shares on issue without triggering
pre-emptive rights under the Shareholders’ Agreement and Constitution. The full
dilution effect of the ESOP has not been included in the above shareholding
table.


PREVIOUS FUNDING

We have raised a total of $3.42m since launch in 2015. We conducted two previous
private capital raises, raising $1 million in 2021 at a post money of $3m and in
2022 $1m at a post-money valuation of $7 million.


FUTURE FUNDING

Almighty has no current plans to raise additional future equity funding based on
the current strategy. However, the board reserves the right to raise additional
capital in the future if it believes there is an opportunity to accelerate value
creation for shareholders.


GOVERNANCE

The Almighty Board meets every month to discuss the performance of the company
and the strategic plan. These meetings are attended by the directors, who are:

 * Ben Lenart
 * Dave Anderson
 * Barry Smith
 * Martin Lenart

Biographies for the directors can be found in the Team Overview section of this
document.


LITIGATION AND DISPUTES

There are no past or current legal proceedings or disputes known to the Almighty
directors or management. 


RELATED PARTY DISCLOSURES

There are no related parties and all transactions will be carried out at arm's
length and on commercial terms.


SHARE REGISTRY MANAGEMENT AND NOMINEE

Our share register is hosted on Orchestra, providing shareholders with an online
record of their investment in the Company, along with access to investor
communications and Company documentation.


SHAREHOLDER COMMUNICATION

We keep our shareholders updated through:

 * Regular product updates and preferential offers;
 * A semi-annual business reports;
 * An annual report on the outlook for Almighty, including financial statements
   and commentary approved by the board; and
 * Participation in an AGM of Shareholders.


THIRD PARTY ADVISORS

 * Accounting: KPMG
 * Legal: Duncan Cotterill
 * Banking: BNZ


SNOWBALL EFFECT FEES

No fees are payable by investors to Snowball Effect. If a company successfully
reaches its minimum funding target, Snowball Effect charges the company a fee of
up to 7.5% of total funds raised.


INTERNATIONAL INVESTORS

The distribution of this offer outside of New Zealand may be restricted by law.
This is not intended to, and does not, constitute an offer of securities in any
place which, or to any person to whom, the making of such offer would not be
lawful under the laws of any jurisdiction outside New Zealand. This includes,
but is not in any way limited to, Australia and the United States. It is the
responsibility of any Snowball Investor to ensure compliance with all laws of
any country outside New Zealand relevant to their subscription, and any such
Snowball Investor should consult their professional advisers as to whether any
governmental or other consents are required, or other formalities need to be
observed to enable them to apply for securities pursuant to each offer. The
failure to comply with any applicable restrictions may constitute a violation of
securities law in those jurisdictions. The securities in each offer have not
been and will not be registered under the US Securities Act or the securities
laws of any state of the United States.


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WARNING STATEMENT

It's crucial for you to understand the characteristics and risks of this
investment opportunity. New Zealand law normally requires people who offer
financial products to provide in-depth information to investors before they
invest. The usual rules do not apply to offers by companies through Snowball
Effect. As a result, you may not be given all the information you need to make
an informed decision. Investing is risky. Some of the key risks include loss of
capital, illiquidity, lack of returns, dilution, loss of key people and
customers, and lack of control. You should only invest money that you can afford
to lose.



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