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OOSTERRIJSEN BREWING CO A/S

BUSINESS PLAN APRIL 2016


by Andrew Windtwood, Thomas Getz, Jon Glersen and Snorre Qveim

HONORING OVER 300 YEARS OF CRAFTSMANSHIP AND QUALITY


OOSTERRIJSEN BREWING CO

TABLE OF CONTENTS

Executive Summary3

Oosterrijsen Brewing Co in a Nutshell...4

Network of Contacts..7

Craft Beer Market ......8

Market Analysis.....12

Budget and Financing......14

Finance Plan...16

Ownership Structure.....17

Founders Shares of Holding Company.........19

Break-Even Analysis......21

Sales Projections....22

Contact.23

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OOSTERRIJSEN BREWING CO

EXECUTIVE SUMMARY

Vision and Goals


Oosterrijsen Brewing Cos vision is to change the way Norwegians view craft beer. By brewing excellent
beers at the highest level of quality and freshness, we also want to change how the rest of the world
views Norwegian craft beer. Oosterrijsen Brewing Co will build on our connection to the local
community and its history of craftsmanship. We will establish ourselves as the preferred craft beer for
both local beer drinkers and summer guests. We believe we will be able to reach our goals with a small,
dedicated staff of a brewer, a sales and marketing representative and a production employee. Together
we will be able to brew and sell ales on a large enough scale to justify the investments needed to start
the brewery. By utilizing our pooled experience from the craft brewing industry, the bar and restaurant
business and the handcraft trade, we know we have the skills and knowledge to fulfill our ambitions for
Oosterrijsen Brewing Co.

Market
Even after years of growth, the Norwegian craft beer market is still growing healthily. Most beer drinkers
have discovered the large number of craft beers available as alternatives to the lagers produced by the
industrial breweries, and the demand for new styles and flavors is far from saturated. Local breweries
have been established all over Norway in order to serve local enthusiasts. Some are also making their
mark nationally. Risr lacks such an alternative and Oosterrijsen Brewing Co intends to fill that gap.

Today there are 100 small breweries registered in Norway. In total, annual sales of beer amounts to
NOK 10.5 billion (USD 1.24 billion) in the grocery sector alone.
The state outlet for strong alcoholic beverages increased beer sales with over 12.1% in 2015.
The Norwegian micro breweries increased their sales volumes with 25 % last year, but are currently
only responsible for 4% of the total beer sale in the grocery sector.

Financing

The total investment need is NOK 15.2 million (USD 1.8 million). Advance payments of VAT and excise
taxes necessitate a temporary bank credit of NOK 1 million (USD 118,000). On these grounds,
Oosterrijsen Brewing Co is seeking an investment of NOK 9 million (USD 1.06 million), which according
to the financing plan gives the right investor the majority shares in both the holding and the operating
company.

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OOSTERRIJSEN IN A NUTSHELL

Oosterrijsen origin of the name and the history of our location


The name Oosterrijsen Brewing Co stems from the original name given by the Dutch to the small port at
the tip of the Randvik peninsula. Oosterrijsen became ster-Riser amongst the local Norwegians. From
this, todays name of Risr is derived. By choosing Oosterrijsen Brewing Co as the name of our brewery,
we wish to anchor the brewery to local history and to the origins of Risr as a trading port and town. The
local historical connection will strengthen the brand to become indubitably Risrs own brewery and a
piece of living town history true to its roots. As a part of this, we intend to export our beers to the ports
that trade from Risr historically went to: Holland, the UK and Denmark. At the same time the emigration
from Risr to the United States was extensive, something we highlight by additionally exporting to the
U.S. In every aspect we seek to amplify our connection to Risr, and these strong ties to our town will
reflect positively on our brewery in the form of support from the people of Risr and our immediate
surroundings in the county of Agder.

Location of the Brewery

The building at the corner of Havnegata and Storgata in Risr is known as Hollenderhuset (The Dutch
House) due to the location of Hollenderskjret in its back garden. Hollenderskjret was a historical
mooring point for the Dutch ships calling on Risr for trade, from the days when Havnegata still was a
canal. Hollenderhuset is connected to the back garden through an alley on the side of the building. The
municipality has recently bought the garden. They will restore it to a public space where local business
can open up small shops and cafs.

With our brewery in Havnegata 8 and a tap room in Storgata 8, Oosterrijsen Brewing Co will have a
unique corner location with historical connections to Risrs Dutch heritage, and well as a vital physical
connection to the back garden and its communal space. The brewery will be a focal point in the center
of Risr, and a distinctive feature in daily life downtown. Being present in the restored back garden from
the outset, we will have exceptional opportunities for open-air service as well as events. This will further
connect us to the surrounding businesses and forge a bond with the business community. Furthermore,
seeing as we cannot advertise our product in the normal sense, our central and visible location will help
promote the brewery and the tap room. The brewing process and the end product will be tantalizingly
on show through large windows.

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Suppliers
The brewery will require equipment and materials of appropriate quality and capacity. The brewing
equipment can be bought brand new from one or more international suppliers, or in a highly active
international second-hand market. In our budgets we have calculated for accruing new equipment from
one of the worlds leading manufacturers of brewing equipment, Newlands in Canada. There are other
manufactures for this type of equipment both in North-America and Europe but also in Asia. There are
also possibilities of combining equipment from different suppliers. A complete brewery can be
delivered in about 60 days and assembled in Risr in 14 days. The brewery has a capacity to brew
200-300,000 liters of beer annually.

Raw materials such as malts, hops, yeast and packaging components are bought from national and
international suppliers and distributors. In the initial phase it is natural to utilize other local breweries for
certain types of malts and hops, in addition to work for the creation of a procurement conglomerate
between the small breweries in Norway, in order to cut transport and raw material costs.

Branding
Oosterrijsen Brewing Co will initially brew 4-7 different beers of very high quality. The beers will be
brewed in and distributed from Risr. In order to succeed with a unique and respected product,
Oosterrijsen Brewing Co will build a brand that stands out from the competition in the market. Brand
building happens physically via creative and innovative design of labels and bottles and through
marketing within the legal boundaries. The brand is closely related to Risr. By being the beer of choice
for opinion leaders, it provides a desirable image for established and prospective consumers. The
people in and around Oosterrijsen Brewing Co have a unique network of contacts that will contribute to
the right people drinking the beer, which will be of great help when it comes to building the brand.

Personnel

From the outset, Oosterrijsen Brewing Cos founders have a unique combination of knowledge and
experience on a local and an international level.

Andrew Windtwood is our "everything possible man," He will be brewing and bottling as well as
handling distribution. Andrew has 4 year experience from working with our main competitor, Ngne ,
and knows our local market better than anyone. He has a great vision of where and when to distribute to
the right people. His insights in the craft beer market is the kind of thing that will give us an edge.

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Thomas Goetz will handle sales and marketing locally as well as the export of Oosterrijsen to the States.
Thomas specializes in Sales and Marketing. He has been at the heart of the micro brewing scene in
Minnesota with ten years in the industry under his belt. This gives our brewery a unique edge in the
Norwegian market. Thomas will guide Oosterrijsen into markets and channels that will enable it to
maximize profits. Also, with his experience as a designer and in marketing products into production he
has what this business needs in an entrepreneur. He has connections around The US that will give
Oosterrijsen a head start in getting advance orders, even before production has started. These kinds of
connections would take years for any new business to build up.

Production of high quality beers requires an experienced brewer. Oosterrijsen Brewing Co will find the
best brewer for our profile and vision once the core funding are in place. Brewers have already shown
interest.

Oosterrijsen Brewing Co has in addition to these three employees associated itself with resources who
are willing to help with the creation and operation both locally and internationally. Foremost of these is
Jon Glersen, who is our acting chairman. Jon has a background from organizational work, and was the
director of the internationally famous Risr Wooden Boat Festival from 2009 to 2011. Jon has developed
a unique network of contacts among local businesses, industry and hospitality actors. Snorre Qveim has
also developed a strong connection with the brewery, and wields a wide national contact network,
ranging from Norways largest music festivals to the resident diplomatic community in Oslo. He has
previously worked four years in the brewery sector.

On top of that, Oosterrijsen Brewing Co has Steve Rinker from Lift Bridge Brewery based out of
Minnesota as a mentor. Steve knows the market better than anybody and has started a brewery that is
one of the most successful in Minnesota, and will be a huge asset to Oosterrijsen Brewing Co. With the
current properties and associations connected to Oosterrijsen Brewing Co both nationally and
internationally, we will develop a strong presence in a growing market.

Interior, Working Hours and Future Expansion

The renovations of the premises will determine the actual layout of the brew house and brew pub. The
brew pub will overall be open year round and will have regular bar hours. As for the brewery itself, its
opening hours will follow the production cycle. In accordance with the current sales projections,
Oosterrijsen vil reach its maximum brewing capacity at Havnegata 8 in 2020. At that point, it will be
necessary to expand with an additional brew house at another location to meet demand. This is mirrored
in the sales projections at page 23.

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NETWORK OF CONTACTS

Locally
All the founders lives in Risr, and thus know the local hospitality establishments personally. Oosterrijsen
Brewing Co have involved the largest actors in discussions while developing the brewery concept, and
has set up agreements of intent in relation to local distribution and sales.

Nationally
Andrew Windtwood worked for the leading Norwegian craft brewery Ngne between 2010 and 2015.
He is right in the middle the tight network of friends and business partners that make up Norways
burgeoning craft brewing scene, with access to sales and distribution channels as well as point-of-sale
customers. Andrews former colleague Sean Moen Casey works with the imports and sale of high-
quality craft beer from the United States, and will be a key business partner within the realm of domestic
distribution and sales. Sean is a central figure in the Norwegian beer industry, and was one of the
individuals contributing to creating the craft beer market we have today. While employed at Ngne ,
Andrew also worked with sales towards the state monopoly outlet for alcoholic beverages,
Vinmonopolet, as well as the grocery industry. He has knowledge about the routines in these sales
channels, and initially we are establishing agreements of intent with actors between southern
Kristiansand and Oslo.

Internationally
Thomas has worked in the hospitality industry in Minnesota for ten years, most recently as beverage
director, handling and analyzing margins and profits, and communicating with distributors worldwide.
Our approach will be unique and focus on reaching out to American Norwegians. In the Twin Cities
alone, there is a market of about NOK 10 million (USD 1.18 million) a year, and Minneapolis and St. Paul
take great pride in their heritage and are drawn to anything Norwegian or Scandinavian, for good
reason. Oosterrijsen Brewing Cos approach benefit from Thomas connections in the States and the
support from his contacts. With these connections, we will become a familiar name in bars, restaurants
and liquor stores all over the Midwest and East coast even before production starts. In a very competitive
industry, this gives us a considerable advantage. We also believe the instant credibility this will generate
in the craft world will secure our domestic channels.

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CRAFT BEER MARKET

The Craft Beer Market in Norway


The demand for alternatives to the classic lager produced by the big breweries has been increasing in
recent years. From a situation where beer has been "just beer" the landscape has begun to open up,
with a wide range of different types of manufacturers, brews, flavors and strengths available. Beer has
evolved from being "just beer" to be fashion, lifestyle and a serious alternative to wine for food. We call it
craft beer to differentiate against the industrialized part of the industry. The wave of micro-breweries,
pubs with a wide range of different types of beer, reviews of beer in magazines, the creation of larger
operators as "micro-breweries", and recent years popularity of home brewing shows a rising interest in
a qualitatively better alternative to industrialized pilsners. It is our opinion that the market for craft beer
leaves great opportunities for Oosterrijsen Brewing Co. Norway has in recent years seen a boom in small
craft breweries being started all over the country. This is a testament to the craft beer scene settling into
the wider population, and to the creativity and ingenuity of beer enthusiasts at all levels. However,
particularly for the smaller breweries and brew pubs, it is difficult to maintain a high level of quality.

Today there are about a hundred registered breweries in Norway, and in total they annually trade beer
for NOK 10.5 billion (USD 1.24 billion) only in grocery stores. The small breweries increased their market
share with 25% from 2014 to 2015, but are currently only responsible for 4% of the total beer sale in
supermarkets.

Many of these breweries are founded and run by home brewers who have honed their skills in their
garages and basements with their friends, and decided to take their brewing to the next level. Although
this contributes diversity and energy to the craft beer scene, the wide range of quality is a challenge to
the high end reputation established by the pioneering craft breweries. If someones first meeting with
craft beer is an oxidized and stale pale ale, he or she may write off craft beer as a whole, and return to
the safety of industrially produced pale lagers. This is a problem for both large craft breweries and small,
but most damaging to the craft beer movement as a whole. In addition, the lack of refrigeration during
transport, and in pubs and stores, and the slowness of the system the state-run Vinmonopolet operates
at, is damaging the freshness, and hence the quality, of the beers reaching the craft beer consumer.

Consumer Experience

Oosterrijsen Brewing Co will raise the bar when it comes to craft beer in Norway. We will not be another
home brewery that leaves the quality of our product to chance, and we will not be a brewery that leaves

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it up to a random distributor to ensure the freshness of our beers. We will work with our customers to
ensure that our beers reach the beer drinker as fresh as possible. The trick is storing and transporting
our beers cold, and advising pubs and bars how to keep the beers at the correct temperature. We will
carefully select which beers we work to get into the shelves at Vinmonopolet, making sure that only
those beers that are unaffected by, or even improved by, a long wait before they are consumed, are sold
there. Beers negatively affected by time will solely be sold through faster channels, such as directly to
pubs, bars and restaurants. This will set us apart from other Norwegian breweries and ensure that our
beers reach the customer as fresh as possible. Just as the average Norwegian wine and coffee drinker
has developed a more advanced taste and learned to appreciate the finer nuances in their beverages,
we believe the craft beer drinkers will follow suit. More and more people will be able to tell a fresh beer
from an old one and a clean beer from an infected one. Through uncompromising focus on these issues,
Oosterrijsen Brewing Co will establish itself in the market as a premium brand.

Since export is such an integral part of our strategy for the brewery, Oosterrijsen Brewing Co will be
taking steps to ensure that our vision for freshness and correct transportation is fulfilled in our overseas
markets. Using liquid tank distribution, we can transport our beer in temperature-controlled tanks to any
foreign market before packaging and sales there. This will maintain the freshness of the beer during the
long transport, and the packaged beer will be able to be sold in its destination market right away, with a
competitive, premium quality. This stage of Oosterrijsen Brewing Cos growth is not, however, a part of
the initial investment phase for the company, but it is central to our long-term goals for the beers and
the brand.

Marketing of Craft Beer

Marketing craft beer is as much about telling a story as it is about selling a beverage. Stories and
emotions are essential elements of what sets a beer apart from other similar beers within the same style.
Being able to sell the customer a history and identity, and to let the beer drinker feel a part of that
history and identity is a key element for the success of a craft brewery. Besides the beer itself, our
location and brand identity are the critical constituents for a solid story behind a beer and the brewery
as a whole. This will guide all other marketing activities.

Marketing beer in Norway entails getting around legal obstacles with regard to advertising alcohol. Any
direct advertising is illegal, and there are even restrictions on how much one is allowed to inform the
public of the products. These limitations therefore demand a certain level of ingenuity when it comes to
marketing, utilizing both well-tried approaches and individual ones.

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Norwegian craft breweries traditionally market their products by participating in craft beer festivals, or by
staging events and tastings such as beer makers dinners and beer samplings and courses. Events like
these are excellent ways to connect with the end customer directly, and help communicate the
personality and style of the brewery. Participation in international beer competitions is another way of
establishing a reputation and generating press coverage. Merchandising is allowed in a limited sense,
and the distribution of glasses, coasters, beer mats and bottle openers is common.

Oosterrijsen Brewing Co has a unique opportunity to market itself through its location. With a location in
the center of Risr, we anchor ourselves to its history and geography. Our profile will be associated with
the brand values of the town of Risr: craftsmanship and cultural heritage. The location at Havnegata 8
and Storgata 8 will see us established on a highly visible and busy corner, making the brewery an
obvious feature in town. This will have a huge marketing impact directly onto the public in the streets,
and will also help us establish the feel and vision of the brewery. Our location in Risr also gives us the
opportunity to ally with local bars and restaurants and market ourselves to the large number of summer
guests who come to Risr every summer to enjoy the sun and the sea. By providing them with locally
brewed craft ale, we will help cement their fond memories of their holiday in Risr. In turn, they will bring
the local Risr beer with them home and spread the word in their local communities. Also, by having an
open door policy, where we can give tours and tastings in the brewery, we can further connect with the
public and communicate a positive image and personality for the brewery.

A more specific marketing tool is a van. Within the law, a brewery is allowed to operate branded vehicles
for distribution and sales. Oosterrijsen Brewing Co intends to buy an old, distinct van, and modernize its
engine and interior, but keep the vintage exterior. An out of the ordinary vehicle is inevitably noticed
more on the roads than an average one, and every time our van drives to Oslo to make deliveries,
thousands of people on the road will notice it. By putting our brand on the side of a vehicle that sticks
out, our name and logo will be more widely distributed than if we made our deliveries in an ordinary
van. Locally in Risr, we can further this effect by always distributing to our customers in town on a
bicycle, and always making our deliveries during the most crowded hours in the afternoon, thus further
increasing our visibility and branding.

Export as a Marketing Tool


Exporting our beers to foreign markets is a marketing tool in itself. We will base our export around the
historical trading routes that Risr is built on; Holland, Scotland, Denmark and North-America. This will
be another element of anchoring our branding to the cultural historical heritage of Risr, and will add
depth to the story we tell about our brewery and our beers. Oosterrijsen Brewing Co has an exceptional

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opportunity to export our beers to North-America. In a competitive industry, this helps provide us an
edge over our rivals at a crucial early stage of our export. As for our reputation on the domestic craft
beer scene, by exporting our beers we will gain credibility and generate media coverage for the
brewery. The company has secured domain and other social media user names, as well as applied for
trademark registration in Norway, the EU and in the United States.

USA Sweden and Denmark Norway and the United Kingdom

GROWTH IN CRAFT BEER SALES


15%

14%

13%

12%

11%

10%
Market share of the beer market

9%

8%

7%

6%

5%

4%

3%

2%

1%

0%
2008 2012 2015

Year

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MARKET ANALYSIS

Oosterrijsen Brewing Co in the Craft Beer Market


The market for craft beers has been established in Norway and is still growing rapidly. There are several
smaller craft breweries in Norway attached to local bars and pubs, as well as established craft breweries
who brew on a larger scale. Risr lacks such a brewery, as does the region in Aust-Agder. Several of the
established craft breweries struggle to meet the demand for their products, and it is this growing
demand Oosterrijsen Brewing Co aims to take advantage of, and come to dominate locally.
The strict regulation of the sales and marketing of alcoholic beverages in Norway, means that the sales
channels for beer are generally divided into three categories; Vinmonopolet for beers over 4,7%
alcohol, grocery stores for beers below 4,7% alcohol, and the pub- and restaurant market (HORECA).
There are opportunities for events and customized stunts as a marketing tool, if the correct licenses are
in order. The Norwegian governments licensing policies require a number of these to be in order before
production starts, as well as for the breweries to be able to sell their products.

The craft beer industry is characterized by an idealist spirit. Most craft breweries are founded by avid
home brewers, who genuinely wish for the public to drink better beer than the industrial lagers. They
busy themselves with inventing new flavors and aromas to challenge and please their customers.
Because of this, the craft beer industry is generally an open source community, where helping each
other out is as natural as drinking each others beers, and exchanging ideas and the joy of brewing craft
beers. Marketing through social media and the nourishing of an image as an "open brewery" will
contribute to the profits. The combined local, national and international approach of Oosterrijsen
Brewing Co serve to create expectation and demand even before we have begun.

Competition
The established micro-breweries in Norway are Oosterrijsen Brewing Cos main competitors. These have
established brands, a wide distribution to all segments of the business, and produce craft beers of a
high quality. The main competitor locally is Ngne Det Kompromisslse Bryggeri. Ngne was
founded by idealists in 2002, and has grown to be the largest and best established craft brewery in
Norway. In 2015, Ngne traded for NOK 60 million (USD 7 million). They distribute to all segments of
the business and both bottle and keg their beers. Their reputation in Norway was in part based on their
huge success in the export market, and they have repeatedly won awards for their beers internationally.
In 2013 Norways second largest brewery, Hansa Borg, bought 54% of the shares in the company.

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Pricing
To achieve an adequate volume of beer sales, we believe it is necessary to position our pricing in
alignment with the key micro-breweries in the industry. This means that beer with alcohol up to 4.7% in
the grocery store segment will cost around NOK 50 (USD 5.9) per pint bottle, while a bottle of 7,5% ABV
beer will cost about NOK 70 (USD 8.3) at Vinmonopolet, both amounts including VAT. It is also important
not to be too expensive when volume is much of the secret to achieve an operational profit. In line with
how Oosterrijsen Brewing Co has analyzed the competition and price picture, this gives the above
prices a net revenue per liter of approximately NOK 40 (USD 4.6) per liter.

Distribution

Oosterrijsen Brewing Co will maintain a refrigerated storage facility for the packaged beers, cans and
kegs and distribute the product from there. Initially we will be handling this distribution ourselves in
combination with the sales function. The sales and distribution will have three main focuses. Firstly, we
will establish contact with operators of bars and restaurants locally in Agder and Telemark county before
moving on to the large cities Oslo, Stavanger, Bergen and Trondheim. Secondly, we will establish the
grocery store market by first targeting local branches of supermarkets, then moving outward from there
geographically. Thirdly, we will as required by law, offer the strong beers for sale through Vinmonopolet.

Events Stores Hospitality (HORECA)

MARKET SEGMENTS FOR BEER

5%

30%

65%

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BUDGET AND FINANCING

Start-up Stages and Operating Budget


Whilst completing permits and renovation works, Oosterrijsen Brewing Co is commencing contract
brewing on a commercial basis in April 2016. This stage of business is outlined in a separate plan. The
budget for this stage forecasts a profit that will support salaries for key staff and running expenses,
including repayments of the brewery property mortgage. The micro investors outlined in the ownership
structure below will be contributing to getting this stage operational, meanwhile retaining the assets for
the capital development of Havnegata 8 and Storgata 8.

Once the brew house is operational, the next stage begins in earnest with greatly reduced costs. The
total production cost per liter of beer, including alcohol and packaging tax is approximately NOK 56
(USD 6.2) with an annual production of 150,000 liters of beer. With a volume increase to 200,000 liters of
beer, the price will drop to NOK 48 (USD 5.7). If Oosterrijsen Brewing Co sells the beer at NOK 68 (USD
7.74), the fixed operating costs will be covered at approximately 100,000 liters of beer a year. The
operating budget is based on sales of 100,000 liters in first fiscal year and 200,000 liters in the next.

Oosterrijsen Brewing Co has calculated with a moderate operation until sales and production start. Fixed
costs consisting of wages, rent, electricity, accounting and other expenses will amount to approximately
NOK 235,000 (USD 26,745) per month until production commences. The other operating costs will
largely be variable based on the amount of beer that is produced. The variable operating costs will be
water, yeast, malt and hops, cans and distribution.

DIRECT BEER PRODUCTION COST BREAKDOWN PER LITER

Production 25%

Packaging 20%

Taxes 50%

Distribution 5%
10% 20% 30% 40% 50%

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Cash Budget
Oosterrijsen Brewing Co will initially have relatively large liquidity needs. This is because we will incur
costs associated with investment in production as well as trials and testing several months before
revenue is generated. It takes time from initializing the business to securing the necessary permits for
production and sales. Even if inputs are reasonable, the first purchases must be made before the
business has any revenue. In addition, fermentation and maturation of beer take time from production
until it can be distributed to the customer. This means that Oosterrijsen Brewing Co at any time will have
an inventory of 2-4 weeks production. Normal customer credit terms must also be taken into account.

Financing

The total investment need is NOK 15.2 million (USD 1.8 million), of which NOK 1 million (USD 118,000)
consists of the advance payment of VAT and other excise taxes, distributed among the following items:

Main Items Investment Goal

Property (production and pub facilities) NOK 3060000 (USD 361,700)

Fixed Assets (including adjustments made to building) NOK 8900000 (USD 1,06 million)

Production Expenses (raw materials, salaries and running costs) NOK 3240000 (USD 393,200)

Total NOK 15 200 000 (USD 1.8 million)

Required Investment Already Financed

9,0

6,8
NOK in millions

4,5

2,3

0,0
Property Fixed Assets & Equipment Production

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PHASES OF ESTABLISHMENT

Phase 1 Contract Brewing

During the first phase of establishment Oosterrijsen Brewing Co will commence contract brewing. This is
in large parts financed with core capital and investments from micro investors (see the ownership
structure at page 18). Although the production cost per liter is higher in phase 1, it gives Oosterrijsen
Brewing Co access to the market while seeking investment options. The calculations are based on
competitive prices from Frder Micro Brewery.

Direct cost per liter beer (5% vol, moderate hop level, KeyKeg)
CONTRACT BREWING
Production Packaging Distribution Excise Taxes

Sales Price (NOK) 68 ($8.3) 13 ($1.6) 13 ($1.6) 1 ($0.1) 22 ($2.7)

Margin (NOK) 19 ($2.3) 20 ($2.4) 13 ($1.6) 1 ($0.1) 22 ($2.7)

Phase 2 Production
When Oosterrijsen Brewing Co have reached its investment goals, phase 2 will be implemented. Once
the facilities and equipment are operational, Oosterrijsen will gradually start phasing out contract
brewing while production is being moved entirely to Risr. This will result in an significant reduction in
production costs, and thus quickly increase the basis for profitability.

Direct cost per liter beer (5% vol, moderate hop level, KeyKeg)
PRODUCTION
Production Packaging Distribution Excise Taxes

Sales Price (NOK) 68 ($8.3) 8 ($1) 8 ($1) 1 ($0.1) 22 ($2.7)

Margin (NOK) 29 ($3.5) 11 ($1.3) 8 ($1) 1 ($0.1) 22 ($2.7)

Monthly Sales Volume in Phase 1 According to Preliminary Customer Agreements

2016 June July August September October November December

Liter per month 9751 12926 12991 12974 13499 13434 13215

Sales per month (NOK) 781 1038 1044 1040 1180 1175 1115

Numbers in 1000 INCOME 2016 = NOK 6 500 000 | PROFIT 2016 = 65 000 NOK

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FINANCE PLAN

Finance Plan
To finance the company the founders have contributed with core capital in the initial development
phases of the brewery. The following phases will be carried out in close cooperation with investors and
the bank. Since there are various aspects to be financed, we have planned for a stepwise financing. This
is described in detail below, but can be summarized as follows:

Financed by
Investment Goal
Holding Company Investor A Micro Investors Bank

Property (owned) 3060000 600000 2460000

Fixed Assets 8900 000 8900000

Production 2240000 200000 100000 1940000

Tax Advance 1000000 1000000

Total NOK 15200000 800000 9000000 1940000 3460000

Total USD $1692700 $94600 $1060000 $229300 $410000

The owners will in total invest NOK 11.7 million (USD 1.38 million) towards the core capital of the
company. In addition comes a NOK 3.5 million (USD 410,000) loan from the bank, of which NOK 1
million (USD 118,000) is solely to cover advance payments of VAT and other excise taxes.

Fixed Assets Production Expenses

Brew House and Fermentation Tanks 2000000 Salaries and Start-up Costs 800000

Canning/Kegging System 1000000 KeyKegs 115000

Steam Kettle with Installation 600000 Bottles and Cans 200000

Malt Miller 50000 Raw materials (malts and hops) 300000

Installation 230000 Stationery 5000

Lab Equipment 40000 Rent, Utilities 420000

Cooling System (Glycol) 410000 Marketing, Branding and Events 500000

Renovation (Havnegata 8 building) 4000000

Trucks Pallets/Refrigeration 500000

Total NOK 8 900 000 (USD 1.05 million) 2 240 000 (USD 264,800)

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OWNERSHIP STRUCTURE

Overall Ownership Structure

Below is a description of the proposed organizational structure, in addition to a following explanation in


terms of ownership, financial aspects and intellectual property rights.

Mr. Andrew Windtwood


Mr. Thomas Getz
Investor A
Mr. Jon Glersen
Head Brewer

40% 60%

Holding Company

90.1% Micro Investors

9.9%

Oosterrijsen Brewing Co AS

Page 18
Preliminary Organizational Structure and Ownership
Thomas Getz, Andrew Windtwood og Jon Glersen have established a holding company, currently
named WGG A/S, owning the brewery company itself, Oosterrijsen Brewing Co AS. The holding
company owns the property of Havnegata 8 and has a core capital of NOK 800,000 (USD 94,500), in
addition to NOK 200,000 (USD 24,000) as a business development grant from the Municipals Industrial
Fund. Havnegata 8 was bought in 2015 for NOK 2.7 million (USD 318,000), and is mortaged with NOK
2.4 million (USD 283,000).

An investment of NOK 9 million (USD 1.06 million) will give Investor A 60% of the shares in the holding
company. Investor A can be one or more actors. The holding company has capital invested in the
property of Havnegata 8, which means that the owners will also have the majority shares in the brewery
itself. The holding company then owns the subsidiary company Oosterrijsen Brewing Co AS which will
operate and be the face of the brewery.

The remainder of the total investment goal will be covered by micro investors and other brewery
enthusiasts locally. A upper limit of NOK 2.2 million (USD 259,000), will provide these actors with a
collected 9,9% ownership in Oosterrijsen Brewing Co AS. 1/4 of the founders shares in the holding
company (in total 10%) is intended for the right Head Brewer.

Returns on Investment
During the start-up phase the current owners do not wish to facilitate dividends. This is appropriate in
the first five years of establishment on the grounds that it is crucial for the company to lay the foundation
for growth and further expansion of brewing capacity. However, it could be necessary to adjust this
policy in response to investors demand or the activity in the market.

Trademark Registration

All trademark and intellectual property rights to the name "Oosterrijsen" in Norway, in the European
Union, and in the U.S. are in the process of being secured. The rights are connected to alcoholic
beverages, beer brewing and hospitality services (bars, pubs etc.). The priority date is the 23rd of
February 2016 for all areas. Oosterrijsen Brewing Co have applied for trademark registration in the
following geographical areas:

European Union (28 states) United States Norway and Svalbard

Production of beverages, Alcoholic Beer brewing, Spirits, Production and serving of beverages,
beverages over 22 % ABV, Alcoholic Beer Alcoholic beverages over 22 % ABV,
beverages under 22 % ABV Alcoholic beverages under 22 % ABV

3 IPR classes 3 IPR classes 4 IPR classes

Application reference at the the Norwegian Industrial Patent Office / WIPO: # 201602734

Page 19
FOUNDERS SHARES IN HOLDING COMPANY

Justification of Ownership
The business development process for Oosterrijsen Brewing Co has been ongoing since early 2015, and
the founders are now in a unique position for successfully starting a new brewery in southern Norway. In
the event that Investor A buys 60 % of the shares in the holding company, we believe that Windtwoods,
Getzs and Glersens combined ownership of 40% is justified by the following factors:

Property
The real estate of Havnegata 8 is in our opinion the optimal place for a brewing operation in conjunction
with the Risr branding. The holding company has already bought the building, and hired Engineer
Inspector Mesel to undertake a thorough review of the building. Mesel has evaluated the current state,
considered structural measures and estimated the costs that they entail.

Exemption from Zoning Regulations


Efforts related to getting an exemption from the local zoning regulations has been underway in close
consultation with Risr Municipality since the purchase of the building in autumn 2015. The most
important milestone was reached in January 2016, when the city council in Risr granted the holding
company the exemption to use the property for brewery operations. As a consequence, the founders are
currently the only actors who have a permit to operate a microbrewery right in Risrs historic downtown.
Further work on the building are being carried out in this moment, with daily monitoring of Engineer
Geir Drsdal, and ongoing consultation with Engineer Inspector Mesel. Both County Conservator Hirsch
and City Conservator Rskar has inspected the property, and both follow the project with the same
enthusiasm.

Brand Development

Risrs history is a key for Oosterrijsen Brewing Co. Work related to the brand and visual identity has so
far been very successful. Tinta Design has created a contemporary profile that conveys the Norwegian-
Dutch history, while also succeeding in differentiating the various products in the portfolio. The founders
has sought trademark protection for all items in this profile. This work is presented in a separate
document.

Network of Contacts

See related item.

Page 20
Contract Brewing
Oosterrijsen Brewing Co have as mentioned assed the market for contract brewing, and are currently
pursuing concrete plans (April 2016) to brew at qualified third parties while seeking the required capital
investments. This gives the founders an unique access to the market with key products, even before the
brewery is operational. By establishing a brand identity in such an early phase, the value creation of
Oosterrijsen Brewing Co is already well underway.

Man-hours Invested in the Company


Throughout 2015 the founders have had a combined work load equivalent to two years of work relating
to Oosterrijsen Brewing Co, valued at NOK 1 million (USD 114,000). The received grants have gone
solely to business development efforts, and the founders has not under any circumstances been able to
pay themselves during this time. We believe this adds further to justifying the founders 40 % stake in the
holding company.

Other start-up activities


In addition to the above, the founders have production technology and prescriptions under
development. Oosterrijsen Brewing Co. will mainly focus on beers from the Belgian beer tradition.
Belgium has one of the oldest and richest beer traditions in the world, with a huge variety of aromas and
flavors from the very light to the very dark and from the sweet to the sour. Oosterrijsen Brewing Co. will
explore all these directions, while maintaining some core beers that will shape the backbone of the
production portfolio. Prescriptions are documented as intellectual property and the rights secured in the
operating company. Permissions from the Food Safety Agency, Directorate of Health and other
government agencies are prepared and obtained consecutively.

We therefore believe that considering the already established human, structural and relational capital of
the founders and connected key persons, justifies a 40% stake in the holding company. The founders will
upon employment in the company sign employment agreements with 5-year non-competition clauses in
order to keep goodwill in the company.

Page 21
BREAK-EVEN ANALYSIS

Break-even analysis (for Norwegian market)

Per liter Per half-liter

Sale price 85,00 43,00

Value added tax (25%) -17,00 -8,60

Sale price ex. VAT 68,00 34,40

Raw materials ex. VAT 6,33 3,17 9,3% 9,2%

Packaging ex. VAT 5,00 2,50 7,4% 7,3%

Excise tax 25,00 12,50 36,8% 36,3%

Total variable costs 36,33 18,17 53,4% 52,8%

Margin 1 31,67 16,24

Coverage 47% 47%

Salary + indirect production costs 20,00 10,00 29,4% 29,1%


for 147.000 liters.

Total fixed costs 56,33 28,17

Margin 2 11,67 6,24

Coverage 17% 18%

Total salaries and indirect costs 2940000

Break-even turnover in liters 92832

Page 22
SALES FORECAST 1 Gross Net

FIRST YEAR SALES FORECAST


$200000

$160000

$120000

$80000

$40000

$0
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar

Sales EBITDA

FINANCIAL OVERVIEW YEARS 1 5


$3,0

$2,4
USD in millions

$1,8

$1,2

$0,6

2016 2017 2018 2019 2020

Norway sales only.

Page 23
CONTACT

Oosterrijsen Brewing Co AS

Org.nr.: NO 916 709 919 MVA

Holding Company

Windtwood Glersen Getz Holding AS (WGG AS)


Org.nr.: NO 916 021 275 MVAa

Bank: Gjerstad Sparebank

www.gjerstad-sparebank.no/
SWIFT: GJSPNO21XXX

Andrew Windtwood

Phone: +47 455 05 500


Email: andrew@oosterrijsen.no

Thomas Getz

Phone: +47 906 59 721


Email: thomas@oosterrijsen.no

Jon Glersen

Phone: +47 977 13 925


Email: jon@oosterrijsen.no

Snorre Qveim

Phone: +47 41 20 25 00
Email: snorre@oosterrijsen.no

DISCLAIMER: U.S Dollar conversion varies with currency exchange rates. Final numbers in NOK only.

REFERENCE: V3.9 17-04-2016

OOSTERRIJSEN BREWING CO 2016

Page 24

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