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• The SEC in the Debt Box case has come under fire from Coinbase‘s CLO, Paul Grewal.
• Grewal attacked the SEC for lacking transparency and fairness.
• Stuart Alderoty signaled possible problems with regulatory enforcement tactics by criticizing the SEC.

The SEC in the Debt Box case has come under fire from Coinbase’s CLO, Paul Grewal, for deviating from the typical Wells notification procedure and leaving the defendants in doubt regarding certain accusations.
Citing the SEC’s inability to clearly explain the facts or specify securities, Grewal attacked the SEC for lacking transparency and fairness.

SEC Procedure

The defendants were deprived of vital evidence for a potent defense when the SEC acknowledged that it had not followed its own Wells procedure. Though inconsistent testimony from the regulator cast uncertainty on the court’s handling of the Debt Box issue, the court eventually decided to agree with the SEC.
Stuart Alderoty, the CLO of Ripple, signaled possible problems with regulatory enforcement tactics by criticizing the SEC for misleading the court and misusing its power.
Fairness and transparency issues with regulatory activities are brought to light by Paul Grewal’s criticism of the SEC’s departure from conventional operating procedures in the Debt Box case.
Learn More: https://worldmagzine.com/crypto/sec-procedure-is-criticized-by-coinbase-clo-grewal-in-debt-box-case/

The kitchen is on fire. Welcome to the final part of the Vapiano story where the tables are turning. In the first two episodes we followed Mark Korzilius' journey from setbacks to founding Vapiano, a groundbreaking restaurant concept, highlighting its fresh ingredients, dynamic atmosphere, and data-driven operations that drove rapid success. While achieving initial profitability and garnering attention from industry giants like McDonald's, Vapiano's global expansion has led to stellar revenue growth. However, it has also resulted in the emergence of numerous side projects (or distractions), operational challenges, increased costs, significant investments, and a notable accumulation of debt. This underscores the prioritization of top-line growth over profitable growth. We will continue on this thread and see how the story ends, but I would encourage you to read part one and two for better context. Vapiano P1: Italian Food Made in Germany (substack.com). Let's dig in.
Before Going Public
We are now in 2015 and the year is a disaster for Vapiano's PR department. Employee time stamps are being manipulated, endless overtime for employees and high turnover in managerial roles are reported; mice in the kitchen and even rotten food allegedly found.
The company is confronted with allegations of exceeding working hours among trainees in an article published by Welt am Sonntag, while the same outlet accuses Vapiano of manipulating punch times. The auditing firm PwC is commissioned to investigate the allegations and finds that there is no systematic approach but rather misconduct by individual employees, a mistake that’s being corrected. Internal however, investigations into stamp times are carried out regularly now and beyond its obvious reputational impact, this sucks up valuable management time and attention.
In the summer of 2015 CEO, co-founder and investor Gregor Gerlach, who has been running the group since 2011 is stepping down and Jochen Halfmann is taking over. A new Vapiano People Program with an App is being developed with the aim to better interact with customers that will incorporate innovate features such as mobile pay. The German website sees a launch of new magazine to further promote the brand and there is now a full inhouse blogger and Instagram team being installed. In October the company buys seven restaurants from original co-founder, former co-investor and ex-president previously responsible for internation expansion Kent Hahne (2x Bonn, 3x Cologne, 1x Koblenz and one in Cologne that’s under construction). This package of Vapiano restaurants is very successful and generates net sales of more than 20 million euros in 2014. Hahne opened his first Vapiano restaurant in Cologne in August 2006 and in 2015 with his company apeiron AG, Hahne operates six L'Osteria franchise restaurants, a direct Vapiano competitor, and two self-owned restaurants GinYuu.
Then in November of 2015, the next public relations bomb goes off with allegations regarding the company's quality standards. The company immediately investigates the issue through internal and external specialists but finds no evidence of any quality issues. Nevertheless, knowing that the group is now being closely watched, the company’s already in place hygiene standards are being reinforced. Additional audits and inspections are performed nationally. Further, all Vapianos worldwide are being audited twice by the partners SGS Institut Fresenius and SAI Global. Auditing software is purchased to simplify the implementation of the audits and the resulting measures. Apart from the external examinations, there is a food sampling plan in place being performed continuously. Again, all of this sucks up costs, management time and attention. With all these tumultuous developments the company’s growth engine is undeterred. Revenue grows by a whopping 50 million euros to 202 million euros, an increase of 33%. Impressive. While average spent per customer increases in all countries, the number of customers per day in Germany decreases by 3.3% partially due to the negative press towards the end of the year. Five own, four JV and 19 new franchise restaurants are added that year to the group, the total number of own managed restaurants grows to 51, there are 31 JVs and 84 franchises which bringing the total to 166 Vapiano restaurants. Global restaurant sales are now above 400 million euros.
But while revenue grows by an astronomical 50 million euros, operating profits, alarmingly, shrink again. Gross margins are staying perfectly healthy above 75% but operating costs keep growing disproportionately fast. The Company’s outstanding debt jumps by almost 30 million, close to 85 million euros by the end of the year. With operating profits at 9.5 million euros, alarm bells should be going off right now.
In Q4 of 2015, new CEO Jochen Halfmann introduces Strategy 2020. The new strategy includes five essential points. One, profitable growth in the newly defined core markets of Germany and Austria as well as in the UK, Netherlands, France and USA. Two, operational excellence through strict “best practice” management. Three, further development and digitalization of the concept considering guest feedback. Four, greater focus on long-term employee retention and five, building a modern and sustainable IT landscape. Sound’s good on paper but let’s see how things pan out.
Vapiano's investments (capital expenditures) that year are primarily directed towards new restaurant openings, renovations of existing establishments, and share acquisitions in other Vapiano restaurants from franchisees or JV partners. A significant portion of funds is allocated to the digitalization of the guest experience, including the development of a new app scheduled for market release in 2016 and the implementation of a time recording system across all group restaurants. The world's first standalone Vapiano restaurant with a delivery service that year is built in Fürth, Germany. The company keeps expanding its presence in both inner-city locations and international markets, such as Shanghai, China.
To finance all of this, the group has its own operating cash flow which comes in at 18 million while capital expenditures are 26 million euros plus 14 million for acquisitions. The funding gab is filled with 26 million euros of new debt and a seven-million-euro equity raise. At that end of the year and after the equity raise Gregor Gerlach (through his AP Leipzig GmbH & Co. KG entity) holds 30.1%, Hans-Joachim and Gisa Sander through their Exchange Bio GmbH hold 25.5% and the Tchibo heirs, Herz through their Mayfair Beteiligungsfonds II GmbH & Co. KG hold 44,4%.
But for the first time the restaurant’s concept that was so successful to date is being questioned. Some customers are starting to mislike the operational flow of the concept itself. If you want pasta, you must queue for pasta. If you want pizza you stand in a different queue. A small side salad, yet another queue. "You spend more time carrying trays than an actress in Berlin-Mitte. The audience in the pasta limbo can only consist of people who have worked for an insurance company for a long time and, like Stockholm syndrome, they can no longer get away from the industrial canteen feeling," writes TV host Beisenherz provocatively. While overly harsh in his assessment he's not entirely wrong judging by customers venting their frustrations in forums and social media channels. It isn’t uncommon for those who ordered pizza to have already finished eating while there is little movement in the pasta queue. Long term that doesn't go down well, QSRs competitors like L’Osteria are handling this process differently, with much success.
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Tipping Point

Where are now in the year 2016 and things start to deteriorate visibility. Perhaps not for the leman’s eye but any business minded observer can see that there are problems under the hood. Yes, revenue grows yet another whopping 50 million to almost 250 million euros but half of that growth, comes from acquisitions of restaurants that the group didn’t already own 100%, which is now being fully consolidated within the group’s accounts. Here is a concrete example. In the past, Vapiano SE, the group’s top holding company held an indirect 50% stake in a French subgroup via the subsidiary VAP Restaurants SA, based in Luxembourg, and included this as an associated company in the Vapiano SE consolidated financial statements using the equity method. Due to the acquisition of additional shares in September of 2016, Vapiano SE's indirect share in the French subgroup increased to 75%. This means that Vapiano SE takes control of the French subgroup, which is therefore included in the group’s financial statements as part of the full consolidation. The revenue from the acquired subsidiary now recorded in the consolidated income statement amounts to 12.8 million euros. While that’s great for the top line, the loss of the fully consolidated entity equates to 0.2 million euros. Yes, you are buying revenue, but there are losses attached to them, not profits. A similar case is the Swedish entity that runs eight restaurants with revenue of 11.5 million euros but has losses of 235 thousand euros. So much for Strategy 2020 and “profitable” growth.
That year the group’s operating profits are absolutely tanking, halving to 3.5 million euros. Operating profits are now a mere 1,4% of revenue. Remember original founder Mark Korzilius who talked about operating margins of 25% to 28% at the restaurant level? Yes, there are overhead costs for the organization that sits above the chain of restaurants, but operating margins that low indicates a course correction is needed. What’s telling is that in the annual report, in the management discussion section, the company starts talking about EBITDA as a proxy measure of profitability, rather than operating profit or net income. This wasn’t the case in the years before. Is this window dressing for an upcoming IPO? EBITDA is short for earnings before interest, tax, depreciation, and amortization. How can you measure profitability of a restaurant chain that absolutely and unequivocally needs capital investment to maintain its restaurant operations, the very source of cash generation, by simply excluding this maintenance charge (depreciation in the income statement)? Vapiano’s own annual report talks about the fact that existing restaurants must be rejuvenated from time to time and that new interior designs have to be implemented every few years. These things wear and tear, they go out of style, kitchen equipment breaks and needs replacement. This business absolutely needs maintenance capital expenditure, why anyone talks of profits before these maintenance costs is beyond me. Fun fact: in the previous annual report EBITDA is mentioned seven times, mostly around restaurant acquisitions and financing, not however as a profit indication for the group. In the new annual report, EBITDA is mentioned 28 times. Maybe it’s just me but belated Charlie Munger liked to call EBITDA: bullsh*t earnings. When in doubt I stick with Charlie. Interestingly, EBITDA for Vapiano keeps growing while operating and net profits keep falling.
Operating cashflow for the group that year is about 21 million euros, but capital expenditure is 30 million and acquisitions for subsidiaries another 20 million. To finance these expenditures another 28 million euros of debt and 16 million of equity is raised. Net debt rises above 130 million euro. The operating cashflow of the group before any capital expenditures is 21 million euros. I am not sure free cash flow would be significantly positive after maintenance capex is paid out; it’s not broken out so we can’t be sure. Granted, I am not on the ground during this time, and I am not in the board room, I am simply reading what’s in front of me, but to me this is starting to look like a distressed situation. Regardless, the following year the company goes public.

IPO

Where are now in the year 2017 and its Vapiano’s first year as public company. The company’s annual report reads the following “Sales revenue, like-for-like growth (LfL) and the earnings figures EBITDA and adjusted EBITDA are used as the most important financial performance indicators for controlling operational business activities.” The very same report however also says: “The majority of the group's investments regularly go towards opening new restaurant locations and modernizing existing restaurants. The latter are differentiated into regular replacement investments that occur during ongoing operations (Maintenance CAPEX) and fundamental investments in the renovation of a restaurant (Remodeling CAPEX). On average, a restaurant remodeling takes place nine years after opening.” It says it right there in their own report; every nine years a remodeling is taking place. Remodeling and updating is not cost free, so why exclude depreciation charges which reflect capital expenditures? I understand that perhaps you would want to strip out one-off opening costs, that’s fine and fair, but don’t go overboard.
The number of restaurants increases by 26 (previous year: 13) to a total of 205. The increase consists of 27 new openings and one closure. Group revenue grows to an astonishing 325 million euros but here comes the shocker, operating profits turn negative to 25 million. Fine, strip out foreign exchange losses of 3 million, IPO costs of 5.8 million and new opening costs of 6.1 million and you still have 10 million euros of operational losses. All the while the debt load of almost 130 million hasn’t materially changed, so those operating losses are before a six-million-euro interest payment. 184 million euros are raised through the IPO of which 85 million go to the company. This money is earmarked for further expansion as the group has ambitions to almost double the footprint to 330 restaurants by the end of 2020. The company is currently not profitable on an operating basis, and still wants to expand aggressively? I don’t get it. The remaining 100 million euros of the IPO money raised is distributed to co-founder Gregor Gerlach and Wella heirs Hans-Joachim and Gisa Sander. The family office of the former Tchibo owners Günter and Daniela Herz with a 44% stake, don’t sell a single share. After the IPO, 32% of all the company’s shares are now in free float.
One year later, in 2018, things get even worse. Revenue grows to 371 million, but operating losses mount to 85 million euros, that’s before interest expenses of 9 million. Even the beloved EBITDA figure turns negative, meaning the operating business before any expansionary or even maintenance capital expenditures is loss making. All regions are experiencing significant deterioration in their earnings profiles. Like for like sales are down 1% across the board. That’s revenue, not profitability. The question naturally arises: is the Group approaching its natural saturation point here or this operational by nature? The operating cash flow is now 9 million while financing cost are close to 7 million. That leaves 2 million for maintenance capital for 74 own restaurants and 76 joint ventures ones. Describing this as financially tight, would be an understatement.
Things are not looking good at this point. Yet the company still grows restaurants by 26 new sites. 64 million euros are spent on acquisitions, new openings, and maintenance costs, financed through a 20 million-euro equity raise and 72 million of new debt. The Company now has net debt outstanding of over 160 million euros. After the equity raise and by the end of the year 2018, Mayfair owns 47.4%, VAP Leipzig, Gregor Gerlach’s entity owns 18.9% and the Sander couple own 15.5% of the company. Yes, the Sanders and Gerlach may have taken 100 million euros off the table, but they still have substantial skin in the game. Plus, Mayfair hasn’t sold a single share and instead injects more money into the company through the equity round. The stock has now fallen from its IPO price of 23 euros per share to under 6 euros by the end of 2018. Something must be done here. And indeed, there is pivot in strategy and a hard push for change. At last, the management team abandons its aggressive growth plan and curtails new openings significantly. Additionally, the team wants to run a thorough analysis of weak locations to then either discontinue or sell sites. In Europe, the operating focus will be put on corporate restaurants and joint ventures in major cities to ensure the ideal size and location to match the respective demographic target group. Outside of Europe, the franchising business is being expanded and at the same time a consolidation of the existing corporate and joint venture markets is being sought. All future investments will be reviewed to achieve higher rates of returns on new openings. Investments are also being made in the renovation of older restaurants. The goal in the future is to also open smaller formats, like Mini-Vapianos (less than 400 square meters) or Freestander at prominent transportation hubs outside city centers (currently in Fürth and Toulouse) to cater to individual location requirements, and to enter new partnerships. I am not sure why management hasn’t stopped all expansion altogether, bringing the ship in order first, getting profitable, clean up, all hands-on deck before considering any further expansions whatsoever. But again, it’s easy to comment from the sidelines; maybe they saw white spaces that would be covered by competing concepts if they weren’t moving fast and aggressively enough. Although pushing internationally means competing with local players such as Jamie's Italian, Prezzo, Pizza Express, Wagamama, Nando's and many more which brings in its own dynamic.
Management also aims to enhance guest satisfaction. This involves refining operational processes, reorganizing the support center, and refocusing on the core offering: providing fresh and high-quality Italian food at affordable prices for a broad audience. The group also aims to reduce waiting times, especially during lunch, while also improving the evening atmosphere. There is even what I would call an evolution, away from Vapiano’s original concept, reorientating the customer journey. The ordering flow is being changed, offering guests synchronized preparations of all dishes while eliminating wait times at the cooking stations. The open show kitchen remains, staying true to original mantra of freshness and transparency but now guests can choose their preferred method of ordering through a mobile app, using a digital order point (kiosk), or by personally placing an order with a waiter. Guests can still freely choose their table and are then informed about the complete preparation of their order through a pager or their smartphone. This is a substantial deviation from the original concept, but a needed one. The group is also exploring and implementing the expansion of take-away and home delivery services but only at suitable locations, not universally across new openings. I am not sure why home delivery is even a priority here; it adds operational complexity. It’s better to clean up shop first and get back to the basics before adding new complexities. To be fair management does try to simplify. There are 49 different permanent dishes on the menu and additional 10 seasonal ones. Customers can choose from eleven different types of pasta. There is simply too much choice, and it makes orders complicated. The company announced to slim the menu down to its most popular and typical Vapiano dishes. There’s no need for an Asian salad at an Italian restaurant. "We have to go back to the roots, i.e. classic, honest Italian cuisine" says COO Everke. Regardless, in November of 2018, the supervisory board pulls the plug on CEO Jochen Halfmann and replaces him with Cornelius Everke. Everke himself has just become COO five months ago. Since 2017 he was responsible for international expansion. From 2011 to 2017 that role was filled by Mario Bauer – put a pin in that name, he’ll play a key role in the groups fate later. Then nine months later, in the middle of 2019, Cornelius Everke quits. He essentially concludes that his skillset and experience in the areas of internation expansion is no longer needed in the foreseeable future. To put it differently: Vapiano has moved from a growth story and has become a restructuring case, and other skills are required for that job. In June of 2019 Everke says the following “(we’ve) made a bit of a mistake when it came to foreign expansion”. No sh#t. Vapiano postpones the presentation of the 2018 annual financial statements three times in the spring of 2019, citing negotiations over an urgently needed loan of 30 million euros. It’s not until the end of May that a binding loan commitment comes through from the financing banks and major shareholders.
We are now in August of 2019 and the corona pandemic is just around the corner. Supervisory board chief Vanessa Hall takes over as interim-CEO and things are unravelling. Visitor numbers are declining; originally, it was planned to sell the US business but halfway through the year the buyer cannot come up with the money. But not all restaurants are performing poorly. The group's poor figures contrast starkly as an example with the experiences of the Swiss-German franchisee, who runs six restaurants. The Sodano family in Switzerland pays Vapiano a royalty of 6% of sales for the use of the brand. Enrico Sodano explains in an interview that they operate largely autonomously from the licensor. If an “accident” were to occur, he could immediately replace the Vapiano sign with Sodano, he says. The family concluded the rents and contracts with employees and suppliers independently. The Sodano family have six locations in Bern, Basel and Zurich, around one million guests every year and 350 employees. Things are going well on the ground. The delivery service they’ve built is offering them a second income stream. Expansion into Winterthur, St. Gallen and Lucerne are being planned; small locations with 150 to 250 square meters and an attached delivery service. Originally, Vapiano restaurants used to be huge but for such a large restaurant to be profitable, 800 to 1,000 guests per day are needed. That’s possible in medium-sized cities, but not in smaller towns which is why the Vapiano group now also supports smaller formats. Back to our corporate drama. The 2019 annual report would be the last report the group files. By the end 2019 the outstanding debt of the company is at an astronomical 450 million euros. Revenue has grown by another 7%, produced by four net new openings through two JVs and two franchise restaurants but operating losses come in at 317 million euros. That sound like an absolute shocker at first but depreciation and amortization charges are 345 million, so that operating cash flow is actually positive but unfortunately capital expenditures and interest payments are so large that they are eating up all of the company’s operating cash flow. Then in the beginning of 2020 Corona hits with full force and the world shuts down. As a result of the measures to prevent further spreading of the virus, the group is forced to cease all global business operations (except in Sweden). While all these shutdowns are happening, the group is the middle of negotiating with its lending banks and main shareholders. There are additional financing needs for restructuring measures, even without a pandemic happening in the background. The situation is so dire that the company starts pleading to the German government to roll out the package of financial help more quickly. Unfortunately, it’s to no end. The rapid closure of restaurants and the resulting lack of operating cash inflows in conjunction with the additional financing requirements, lead to the company’s final knockout punch. In April of 2020, the Vapiano group officially files for insolvency proceedings. The end of an era.

New Beginnings

Because of the pandemic, the majority of the group's subsidiaries in Austria, the Netherlands, Denmark, the United States, Sweden, and China also file for insolvency or seek liquidation. The US business never gets sold in the end and is wound down. In the summer of 2020, significant group divestments occur, including the sale of 75% shares in the group's French subsidiaries, shares in franchisor companies, Australian subsidiaries, German subsidiaries, associated companies, self-managed restaurants in Germany, and insolvency-related sales in the Netherlands, Great Britain, and Sweden. The buyer of the Vapiano brand and one of these bundles of Vapiano restaurants is company named Love & Food Restaurant Holding, a consortium led by Mario C. Bauer – a name I told you to remember. Bauer was a former Vapiano board member and led the national and international expansion, opening 200 sites in 33 countries from 2011 to 2017 until he was succeeded by Cornelius Everke. Bauer didn’t feel comfortable with the IPO at the time but clearly has a lot of managerial and entrepreneurial talent.
The buyer consortium is an absolute A-Team comprised of European QSR top league hitters, including the founder of the Pret A Manger chain Sinclair Beecham; Henry McGovern, the founder and Ex-CEO of the giant international restaurant and foodservice operator AmRest; the Van der Valk Family that runs hotels and Vapiano restaurants in the Netherlands, and co-founder and ex-CEO Gregor Gerlach. The acquisition value is 15 million euros and entails 30 Vapiano restaurants in Germany, albeit that’s just the purchase price which comes on top of any capital investment needed to refresh and return the sites to its former glory. Nevertheless, just as a thought experiment, if you can get each site to 2 million euros of revenue and 400,000 euros in operating profit on average, which wouldn’t be an overly aggressively assumption given the company’s history, you’ve got yourself a package that can deliver restaurant-level operating profits of 12 million euros or more. It’s not disclosed how much capex was needed to refresh the operations, just that fact that the overall investment plus purchase price was a middle double-digit million-euro figure. Stil, it probably was a decent purchase. The same consortium buys Vapiano’s French business for 25 million euros just two weeks prior. After the transaction concludes, the master franchise is given to Delf Neumann and his Gastro & Soul GmbH. Neumann is an experienced operator, and he is ambitious to revitalise the brand with new services and products. For example, instead of pizza, the restaurants will be serving pinsa - a flatbread made from sourdough, wheat and rice flour, topped similarly to a pizza. It targets a more health-oriented customer base looking for a less calory heavy option. The menu overall is expanded by including a variety of vegan and vegetarian dishes.
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Today Neumann’s Gastro & Soul GmbH operates 18 Vapianos on its own account and has 29 franchise sites, amongst other brands. By the year 2021, Vapiano operates 191 restaurants in 34 countries. This is around 50 fewer sites than before the bankruptcy. The number of branches is particularly thinned out in Germany – from 80 to 55. Nevertheless, Vapiano's home country remains by far the largest market, followed by France with 35 restaurants and Austria with 15 locations. “We have shrunk ourselves to health,” says Bauer in the aftermath and there is no further shrinking planned. Quite the opposite, the smell of expansion is in the air again – pun intended. Not as aggressively as before and with a new menu and ordering process.
Overall, the team around Bauer is filled with industry experts with knowledge and networks gained over decades who have a great track record, a long-term view, and the staying power to let Vapiano breath and finds its way back to success. The pressure of being a public company with all the associated quarterly, half-year and yearly disincentives have been removed. The menu is changed and extended with new types of pasta and sauces with significantly more vegetarian and vegan dishes available. Guests can order with restaurant staff, at terminals or on their phones and there are barcodes attached to the tables identify the respective seat. The food is brought to your table, all at the same time if you are in a group, no more annoyances with waiting in line. There is a plan for smaller, 350 square meter locations, with half the number of guests and significantly fewer staff and less set-up costs required to make the economics work. Locations that capitalize on remote work and increased demand for local lunch options, higher population density with shorter delivery routes and therefore cost-effective in house delivery services are targeted. And Bauer is testing the concept of ghost kitchens, which operate without a dining room or service staff, focusing solely on preparing food for delivery services, which for obvious reasons have a very different operational set up and footprint. Original founder Mark Korzilius however is not entirely convinced. He is not a fan of the pinsa for instance and he considers Vapiano's pizza as its cash cow, flagship product and believes that the core Vapiano proposition of Pizza, Pasta, Bar that has given the company its original success is being diluted. He instead admires the competitor L'Osteria, saying they’ve done a better job by focusing on Italian classics, especially the impressively large pizzas that sticks out beyond the plate is leaving every customer in awe. The guys who run L’Osteria are the same guys who have built Vapiano with him in the first place. Bauer on the other hand, like a true business leader, remains undeterred, stating that he is frequently asked whether Vapiano's restart was bold or foolish. He believes in entrepreneurship, franchising, in his experienced fellow partners and importantly the Vapiano concept. By the year 2024 you can find over 140 Vapiano branded restaurant in 27 countries across the globe, including locations far away from its birthplace like Australia, USA, Columbia, Chile, Bahrain, and Saudi Arabia. And why not? Italian food is, and will remain to be, incredibly popular. Vapiano offers fresh and tasty food at affordable prices in a good atmosphere. This combination of attributes should attract a lot of customers. It certainly has in the past.
For more stories: WIP Thomas Weitzendoerfer Substack

The last 40 years of Yuan is notable for being one long period of pretty much constant uninterrupted civil warfare. To get an idea of what this was like, imagine playing on 100% Overextension for 100 years. Despite this, the Yuan was also a period marked by prosperity, tolerance, and culture. It’ll take too much time to explain everything that happened before 1337, so we’ll just jump straight into 1337 and if anyone is interested I can write a separate thing explaining how the Yuan got here because that shit was crazy. This will surely be my first campaign when Project Caesar releases.
In 1337, the Emperor Toghon Temur had been ruling for 5 years, but had been passed as a puppet through various dictators culminating in the military dictator and Grand Chancellor Bayan of the Merkit. Bayan is popularly considered to have been insane, executing nobles at random including the Empress, and famously suggested a massacre of every Chinese person with the five most popular surnames to reduce rebels and famine support. However, Bayan’s nephew Toqto’a turned out to be a great Confucian scholar, warrior, general, and capable administrator who was convinced by scholars that it would be righteous to launch a successful coup that took down Bayan in 1340. For nearly the first time since Kublai Khan, Yuan court politics were stable and controlled by capable, loyal, and decent ministers. This period was also marked by the rise of Empress Gi, a Korean noble and mother of the heir Ayushiridara. The Gi family pretty much controlled both Korean and Yuan courts, which you can read more about in my Project Caesar Lore Project: Korea post.
However, the Empire that Toqto’a oversaw faced crippling debt, soaring inflation, regional factionalism, rampant natural disasters, and widespread rebellion. The first three were largely related to the tribal succession system inherited from the Mongols, where Mongol princes voted for the next Emperor. In practice, this was hardly a democracy. Mothers, generals, ministers, and grandmothers often pre-decided the votes, and in many instances, rival factions nominated different candidates that led to civil wars or chains of assassinations. The system was prone to systematic corruption, as Mongol princes with land and armies had to be bribed for their support through lavish palaces (including the construction of three different capitals) and cash grants, but the extremely dogged resistance put up by the Song dynasty, as well as multiple failed invasions of Burma, Japan, Vietnam, and Indonesia had all but drained the state treasury. The Yuan adopted paper currency from the Song dynasty, which was a great innovation, but constantly devalued it by issuing new series between 1320-1365 to fund the unending expenditure, leading to inflation rates estimated at 80% for nearly the entire period.
A particularly bad El Niño effect simultaneously caused rains in the West and droughts in the East of the Yellow River, leading to floods in the Central Plains, damaging harvests and causing famines in all three areas. The Yellow River gets its name from the silt it carries downriver from the Loess Plateau which blocks the waterway and makes it prone to flooding. These floods further damaged the Grand Canal used to transport food from the fertile south, threatening the north and the capital with famines too. Floods, droughts, famine, and poverty exacerbated sanitation problems, leading to epidemics. Entire provinces could be lost to epidemics - a wave in 1353-1354 wiped out 70% of the population of Hunan and 65% of the population of Shanxi. These were made worse by a sudden surge in earthquake activity including the particularly strong Huailai earthquake in 1337 which levelled the region around the capital Khanbaliq. Almost like a sign from Heaven, none of these were one off occurrences. The Yuan faced 12 earthquakes between 1337-1350, major floods roughly once every 6 months between 1335-1345, at least 60 million people died in epidemics between 1331-1362, and by 1348 due to lack of funds for repairs the dikes holding back the Yellow River lay broken and the Grand Canal became largely impassable. This was a really, really, really bad time to be alive.
In the face of all this calamity, the White Lotus cult began to spread rapidly among the populace. The White Lotus was an old Buddhist cult which worshipped Maitreya, the Buddha of the future. As is common among people who are dying and starving, the cult promised that a Prince of Light would pierce through the Darkness with Fire and usher in an era of light and peace. If this all sounds like some Game of Thrones shit, scholars believe that the White Lotus was heavily influenced by Manichean traditions during the Tang Dynasty from Persia, which is what the Lord of Light also draws inspiration from. Militant factions soon galvanised into Red Turban rebels, who were initially sporadic and easily crushed, but combined with Song restorationists, hungry peasants, unpaid soldiers, and local gangs until they got bigger and bigger and effectively became little states. Beginning broadly in 1351, Red Turban rebel groups erupted all over the country, forming two broad groups. The Northern Red Turbans were led by Han Shantong, who claimed descent from the Song Emperors, and claimed to be the Prince of Light. The Southern Red Turbans were led by Xu Shouhui, a cloth merchant. Realistically, this was less Star Wars and more the Godfather on steroids. The groups backstabbed each other, splintered among themselves, and caused their own measure of chaos and disaster, though in the initial phase they did cooperate to seize Yuan territory.
Amidst this backdrop, Toqto’a kept trying. A much needed military reform tripled the Yuan army, and put it in the hands of battlefield promotions rather than Mongol princes. In 1353, he launched his biggest project yet, the repairing of the Yellow River dikes, diversion of the Yellow River to flow into the sea and prevent further flooding, and repair of the Grand Canal, using a corvee labourer team of 150,000 peasants. Conditions were rough, and the Yuan court was too broke to adequately compensate the labourers while also doing famine relief, so many labourers revolted to join the Red Turbans. Against all odds, Toqto’a succeeded and with the alleviated relief expenditure was able to focus his attentions on the rebels. By 1354, he was able to concentrate his forces and prepare for the final annihilation of the Red Turbans at Gaoyou. Instead, the Emperor recalled Toqto’a and had him banished. He asked to at least be allowed to finish exterminating the rebels, but was ultimately denied. There are lots of theories about why Toqto’a was banished, the common one is that the Empress Gi wanted to eliminate an opponent to her control of the Empire. I think a more likely one is that Toghon Temur feared the second coming of Bayan.
With Toqto’a gone, the rebel numbers were swelled by labourers and angry soldiers loyal to Toqto’a, eventually losing nearly the whole of China south of the Yellow River, or about 70% of China today, including the entire Grand Canal, which placed the North in a famine. However, the foundations Toqto’a had laid were relatively solid, and allowed another military leader Chaghan Temur to emerge. He had been a successful general since 1351, but had to pretty much recruit and train an army from scratch, though by 1358 he was doing quite well. In 1358, Chaghan Temur launched a blazing counteroffensive which recaptured all of North China. To the North, the Mongol princes were getting antsy about the growing success of the non-royal Chaghan Temur so the Yuan court forced him to give up his previous lands whenever he reconquered new ones to various princes under the command of Bolad Temur, the father of the Emperor’s second wife. In 1362, Chaghan Temur was assassinated in a siege in Shandong, probably by Bolad Temur’s assassins. He was immediately succeeded by his nephew and general Koke Temur, who continued his advance southwards to reclaim the Empire. This successful advance took back control of the Grand Canal, alleviating a developing famine in the North as shipments of grain could finally pass through again. At roughly the same time, forces of Muslim Persian militias and mercenaries allied with Persian merchants and tried to declare a Muslim state in Fujian home to the great port city of Quanzhou, though this was crushed by another capable and loyal Chinese general Chen Youding, who would be one of the last bastions of Yuan loyalty in the South.
With Koke Temur defeating the Northern Red Turbans, the remaining Red Turbans coalesced by 1363 into four rough groups. Remnants of the Northern Red Turbans retreated South into the Lower Yangtze led by beggar monk Zhu Yuanzhang. Xu Shouhui was assassinated by his subordinate the fisherman Chen Youliang, who established himself in the Yangtze River Valley. Xu’s more loyal followers regrouped under the farmer Ming Yuzhen and retreated into the Sichuan region. Finally, the pirate lord Fang Guozhen controlled the coast of Zhejiang, and a salt merchant Zhang Shicheng controlled the richest cities located on the mouth of the Yangtze River. Of these, Chen Youliang had the largest armies, Zhang Shicheng had the richest lands and had submitted to the Yuan as a kind of high liberty desire vassal (that was willing to ship grain North to stop the North from starving), but Zhu Yuanzhang had the most legitimacy as he controlled the Prince of Light, and was able to attract many Yuan defectors including talented generals and ministers.
In 1363, Bolad Temur’s coalition of princes began to attack Koke Temur’s positions from the North, forcing Koke Temur to leave the South to exterminate the threat. Even after ending Bolad Temur in 1365, Koke Temur remained in the North to deal with Bolad Temur’s subordinates, which kept him occupied and unable to redeploy south against the Red Turbans. The ever-suspicious Emperor also stripped Koke Temur of many titles after several defeats, placing him on the defensive. The Red Turbans didn’t just sit there either. Between 1360-1363, Zhu Yuanzhang and Chen Youliang fought a long war that culminated in the legendary Battle of Lake Poyang which you might remember from AOE2, and one of the largest naval battles ever. Chen’s gigantic armada of floating fortress tower ships were completely destroyed by a smaller force of fire ships, supposedly causing the death of up to 600,000 sailors. Zhu then invaded Zhang Shicheng, by sending a blocking force to prevent Koke Temur from reinforcing him, before decisively defeating Zhang by 1367. In 1368, the remaining rebels submitted to Zhu, who was able to declare himself Emperor of the Ming Dynasty, or the Dynasty of Light. Both Chen Youliang and Zhang Shicheng were actually posthumously rehabilitated as rebel heroes, and up to this day some regions worship them.
Bogged down in constant infighting, Koke Temur could do little to stop the Ming forces advancing northwards until they captured the capital of Khanbaliq by Sep 1368 and renamed it Beiping. The Yuan court did successfully retreat into Mongolia, where Toghon Temur died in 1370, succeeded by Ayurshirida. The Yuan actually had a sliver of a chance still. Koke Temur had been able to join the new Yuan Emperor up north, and local loyalists including the Kingdom of Dali and the Mongol prince Balawaswarmi continued to hold out. In 1372, a massive Ming army was destroyed attempting to invade Mongolia, losing 150,000 men, which allowed a successful counteroffensive that was poised to retake the North in 1373, potentially with aid from the Koreans, whose ruling family had been intermarried into the Mongol imperial family for generations. Instead, no aid came and Koke Temur died in 1375, followed by Ayurshirida in 1378, squashing the dream of reconquest.
The Ming would continue to attempt to destroy the Yuan over many decades, but would never really succeed until 1410 when the Ming backed the Oirat tribes to subjugate what was left of the Yuan. An attempt was made as late as 1395 to ally with Timur for an invasion of China, though Timur died on his way there. Ultimately, the fall of the Yuan was marked by endless twists and turns, betrayal and intrigue. At multiple points, the Yuan had great heroes who could have salvaged the situation, but were mostly betrayed by infighting. The Ming were by no means the guaranteed victors until pretty much the very end, and had a fragile beginning marked by rebellions and political intrigue. Even after the Yuan retreated from China, this could have gone either way.