Motorcycle Holdings Ltd. · ASX:MTO
Motorcycle — Merger or Acquisition (September 2022)
16 slides from Motorcycle's merger presentation, Sep 23, 2022
Slide 1: Acquisition of Mojo Motorcycles Pty Ltd and Mojo Electric Vehicles Pty Ltd
For personal use only ACQUISITION OF MOJO MOTORCYCLES PTY LTD and MOJO ELECTRIC VEHICLES PTY LTD INVESTOR PRESENTATION September 2022
Slide 2: Disclaimer
DISCLAIMER For personal use only This presentation may contain certain unaudited financial Nothing contained in this presentation constitutes investment, reasonable efforts, MTO has not been able to verify the information in relation to MotorCycle Holdings Limited (MTO, legal, tax or other advice. a
Slide 3: Executive Summary
EXECUTIVE SUMMARY Securing motorcycle market diversity For personal use only 1 Acquisition of Mojo Motorcycles Pty Ltd and Mojo Electric Vehicles 2 Diversifies MTO into a new market, motorcycle importing and 3 Lifts FY22 MTO revenues by more than 27% to approximately $580 Pty Ltd (MOJO), one of Aust
Slide 4: Transaction Summary
TRANSACTION SUMMARY For personal use only Acquisition of MOJO Acquisition terms Expected financial impact • Binding conditional agreement • Acquisition of 100% of shares in MOJO from the • Based on a proforma FY22 consolidated basis, the to acquire MOJO for up to $60 founders acquisition will lift E
Slide 5: Overview of MOJO Group
OVERVIEW OF MOJO GROUP 19 2 For personal use only WAREHOUSES MOJO commenced as a YEAR wholesaler in 2006 and imports ~35 HISTORY and distributes motorcycles, 6 scooters, ATVs and electric motorcycles, as well as genuine spare parts and accessories RETAIL BRANDS Australia and direct to retailers. New
Slide 6: Increase Scale and Diversification
INCREASE SCALE AND DIVERSIFICATION For personal use only SUBSTANTIAL INCREASE IN THE SCALE OF THE BUSINESS9 • Revenue increase from $457 million to $580 million • EBITDA increase from $49 million to $64 million INCREASED GEOGRAPHIC FOOTPRINT AND DIVERSIFICATION • MOJO is a national wholesaler and di
Slide 7: Illustrative Financial Impact
ILLUSTRATIVE FINANCIAL IMPACT MTO AUDITED FY22, MOJO PROFORMA UNAUDITED FY22, CONSOLIDATED PROFORMA FY2210 For personal use only 700 REVENUE ($M) 50 EARNINGS/SHARE (cents) POST AA$B16 600 45 500 580 44.4 40 400 457 35 37.5 300 30 200 100 25 124 0 20 MTO MOJO Combined Group MTO Combined Group BEFORE
Slide 8: Growth Opportunities
GROWTH OPPORTUNITIES For personal use only • Addition of further brands/ suppliers to the wholesale distribution business of MOJO Motorcycles • Potential to retail MOJO product in MTO dealerships • Shared warehousing for MOJO and MOJO in NSW, VIC, and QLD • New warehousing opportunities in NZ and WA
Slide 9: Proforma Historical Earnings Summary
PROFORMA HISTORICAL EARNINGS SUMMARY YEAR ENDED 30 JUNE 2022 For personal use only ELIMINATIONS CONSOLIDATED CURRENCY (A$M) – PF PL MTO CONSOL FS MOJO CHANGE AND INTEREST PROFORMA FY22A FY22A FY22PF FY22PF Total revenue 457.3 124.2 (1.8) 579.7 27% Cost of sales (330.2) (105.4) 1.8 (433.8) 31% Gross
Slide 10: Proforma Historical Balance Sheet
PROFORMA HISTORICAL BALANCE SHEET AS AT 30 JUNE 2022 For personal use only TRANSACTIONS CONSOLIDATED CURRENCY (A$M) MTO CONSOL FS MOJO CONSOL CHANGE ADJUSTMENTS PRO FORMA Cash and cash equivalents 3.9 0.7 (1.7) 2.9 -25% Trade and other receivables 7.1 6.1 (3.6) 9.6 36% Inventories 107.6 13.5 - 121.0
Slide 11: Key Terms of Sale Deed
KEY TERMS OF SALE DEED For personal use only Conditions to Completion Other key terms • MTO raising sufficient funds through debt • MTO shares issued to Sellers will be escrowed financing (credit approved term sheet in for 2 years place) • Representations and warranties customary for a • Change of c
Slide 12: Key Risks
Key Risks There are a number of risks of a general and specific nature, which may affect the future operating and financial performance of MTO and MOJO. Many of the circumstances giving rise to these For personal use only risks are beyond the control of MTO or MOJO. This section describes certain sp
Slide 13: Key Risks cont.
Key Risks cont. For personal use only Risk Description Reliance on information MTO has undertaken a due diligence process in respect of MOJO, which relied mostly on the review of historical financial and other information provided by MOJO and its provided management. MTO has not been able to verify
Slide 14: Key Risks cont.
Key Risks cont. For personal use only Risk Description Contractual relationship MTO’s right to sell new motorcycles, and therefore the Company’s ability to conduct its business, derives exclusively from the rights granted to it pursuant to its Franchise Agreements with manufacturers with manufacture
Slide 15: Important Note – Financial Information
IMPORTANT NOTE – FINANCIAL INFORMATION For personal use only The financial information contained in this presentation The Pro Forma Historical Earnings Summary and Pro Forma Certain financial information in this presentation is "non IFRS comprises MTO’s: Historical Balance Sheet are collectively ref
Slide 16: Motorcycle Holdings Limited
For personal use only MOTORCYCLE HOLDINGS LIMITED 68 Moss Street Slacks Creek QLD 4127 www.mcholdings.com.au
Motorcycle Holdings — Merger or Acquisition (September 2022) on 6ix