Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

WISR LIMITED AGM Information 2011

Nov 7, 2011

66093_rns_2011-11-07_690524ef-1247-407e-acea-ec0e2eefd3a2.pdf

AGM Information

Open in viewer

Opens in your device viewer

==> picture [165 x 95] intentionally omitted <==

==> picture [63 x 95] intentionally omitted <==

8 November 2011

Company Announcements Office Australian Stock Exchange Limited Level 4, 20 Bridge Street SYDNEY NSW 2000

BERKLEE LIMITED (ASX CODE: BER)

2011 ANNUAL GENERAL MEETING

CHAIRMAN’S ADDRESS

In this my first report to sh a reholders I would now like to address the k e y topics that are of particular intere s t to shareholders including:

  • 2011 results

  • Our strategic directi o n

  • Achievements to da t e

  • The Outlook

  • Board and Manage m ent succession

After my address we will p roceed to the formal items of business of the meeting and open the financial stat e ments and reports for consideration and f or questions and comments by shareholders.

2011 Results

You will no doubt have noted from our Annual Report that, while the Total Comprehensive Income w a s a loss of $293,000 compared to a profit of $541,000 in 2010, that the actual op e rating result for the year, before property transactions and the restructuring provi s ion, was a loss of $1,260,000 compared t o a prior year loss of $561,000.

This resulted primarily fro m a 6.2% decline in turnover while expens e s remained contained with only a small 0.7% increase, which I believe to be very reasonable, given the additional cost s expensed in relation to consultants fe e s inured in assisting to developing th e new strategy and other costs associat e d with new business development.

==> picture [39 x 19] intentionally omitted <==

BERKLEE LIMITED REGISTERED OFFICE: TELEPHONE: +61 3 5338 1110 A.B.N. 80 004 661 205 265-285 Learmonth Road, Wendouree, FACSIMILE: +61 3 5338 1111

==> picture [165 x 95] intentionally omitted <==

==> picture [63 x 95] intentionally omitted <==

As reported last year the p roperty divestment program has now bee n completed. With the finalisation of the n ew strategic direction the directors took th e initiative at 30 June 2011 to provide f o r certain restructure charges amounting to $1,673,000. These charges are expect e d to occur in disposing of certain distribution inventory and with anticipated redu n dancies and contracted closure costs. T he Ballarat property remains on the b alance sheet and has been revalued to r e flect its fair value based on an independent assessment.

Strategic Direction

In June 2011 we announced the outcome of the Strategic Revie w conducted under the direction of the B oard. The key recommendations from that review were as follow:

  • To transform Berklee into a specialised metal engineeri n g solutions business with local d esign, manufacture and quality control, usi n g both local and overseas comp o nents,

  • To further diversify the current manufacturing business int o new, nonautomotive lines by b oth organic growth and through acquisitio n ;

  • To continue as a s upplier of exhausts in the replacement and original equipment markets using both Berklee’s own production facility and other manufacturers, and

  • To complete the res t ructuring of Berklee’s distribution business.

The key message to take a way from this is that we believe manufact u ring can still be profitable in Australia if t ightly controlled and if product is appropria t ely sourced. Further we have a highly qualified and skilled regional workforce that can be innovative when properly d i rected and incentivised.

Achievements to date

(i) Spotless Contract

In August a 3 year Preferr e d Supplier Agreement was signed with Sp o tless for the supply of stainless steel tr o lleys for their hospital and hospitality busi n esses. This is the first major step in the process of transforming Berklee into a specialised metal engineering solution s business. Sales revenue pursuant to thi s agreement is expected to be in exces s of $7 million over the 3 year period of th e agreement. Importantly, sales to Spotl e ss from the supply of trolleys have already commenced and Berklee is well place d under the agreement to benefit from the expansion plans of that customer.

Trolley revenue is based a round a business model that effectively c o mbines both imported and local elemen t s into the production and delivery process. Our capital

==> picture [39 x 19] intentionally omitted <==

BERKLEE LIMITED REGISTERED OFFICE: TELEPHONE: +61 3 5338 1110 A.B.N. 80 004 661 205 265-285 Learmonth Road, Wendouree, FACSIMILE: +61 3 5338 1111

==> picture [165 x 95] intentionally omitted <==

==> picture [63 x 95] intentionally omitted <==

expenditure to facilitate this manufacture has been minor which will help ensure that trolley sales are profit a ble for Berklee and cash flow positive.

The securing of the trolley business opens up significant potential f o r Berklee to expand this business with similar products and to target other servi c e industries. Berklee’s Design and Bu s iness Development team is currently in confidential discussions with another m ajor specialist support services company a bout similar opportunities.

(ii) Dispose of Undacar Distribution Business

Berklee’s distribution busi n ess has been unprofitable for some year s and an exit will mean no further losses are incurred from those activities. The company is adopting a distribution exit strategy around alliance and supply agree m ents rather than a simple closure. It i s the Board’s view that this approach has more potential to maximize the monetization of distribution assets such as stock and debtors when compared to simply s hutting the doors and disposing of assets a t liquidation values.

As an example of this approach, we recently announced the formation of a Strategic Alliance with a n other long established Australian exha u st business Mercury Mufflers. Under t h e agreement with Mercury, Berklee has b een granted the rights to manufacture t he Mercury brand product and Mercury b ecomes the distributor of the Berklee b rand product in New South Wales, Que e nsland and Western Australia.

The alliance is a rationaliz a tion of the mature aftermarket exhaust in d ustry which provides benefits to Berkle e , its shareholders and customers including:

  • Preservation of indi v

  • idual product brands value

  • Better economy of s c ale as each company is focusing on one c o re activity

  • Greater ability to co m pete in the market place because both bu s inesses are joining forces to tak e on the competition

  • Increased customer satisfaction from a broader service offerin g with access to two market leading brands

  • Retention of Australian made high quality product enables p r oduct range rationalization whilst supporting design and development capa b ility

  • Stronger sales and marketing team with extensive industry kn o wledge and experience to drive s ales and increase market share

From a distribution pers p ective the Strategic Alliance with Merc u ry achieves significant progress with t h e restructure by enabling the orderly win d ing down of operations at three branch e s: Brisbane, Perth and Sydney.

==> picture [39 x 19] intentionally omitted <==

REGISTERED OFFICE: TELEPHONE: +61 3 5338 1110 265-285 Learmonth Road, Wendouree, FACSIMILE: +61 3 5338 1111

BERKLEE LIMITED A.B.N. 80 004 661 205

==> picture [165 x 95] intentionally omitted <==

==> picture [63 x 95] intentionally omitted <==

Concurrent with this Berkl e e is also actively pursuing exit and supply a rrangement options for its other three d i stribution locations: Adelaide, Hobart and M elbourne.

I am pleased to advise that in relation to the Alliance with Mer c ury, we are proceeding in accordance with our timetable and forecasts, and it a p pears that a number of our employees w ill now be transferring to Mercury.

Outlook

We see FY 2012 as a yea r of ongoing restructure. By 30 June 2012 o ur objective is to have bedded down the Mercury transaction and have negotiated further efficient supply agreement s covering the other 3 states of Victoria, South Australia and Tasmania.

We have entered the yea r with a strong balance sheet and in a po s ition to gain advantage if and when p otential opportunities for growth should arise. As previously noted, we also see growth opportunities arising from our emerging stainless steel business an d from some of our high end premium muffler products.

Board and Management Succession

Finally I would like to now a dvise you of certain important changes in m anagement and certain Board succession matters.

Firstly Mr. Ed van Berkel yesterday announced his intention to st e p down, for personal reasons, as Ma n aging Director, Chief Financial Officer a n d Company Secretary with immediate e ffect.

Mr. van Berkel joined the company in 1984, as a senior exec u tive and in November of that year b e came a Director. He was first appoint e d Company Secretary in 1987 and bec a me Managing Director in 2001. Ed has p r ovided great service to Berklee and ha s made a wonderful contribution over tho s e years and his experience and wise counsel will be greatly missed.

I am extremely pleased to announce that the Board has appointed M r Brett Jones our General Manager Busi n ess Development as Managing Director a n d Company Secretary, to take effect from today.

Mr Jones holds a Bachel o r of Engineering Degree and a Masters of Business Administration (Marketing ) . He has held senior positions wi t hin several multinational organisatio n s across the automotive and build i ng product manufacturing industries.

==> picture [39 x 19] intentionally omitted <==

BERKLEE LIMITED

A.B.N. 80 004 661 205

REGISTERED OFFICE: TELEPHONE: +61 3 5338 1110 265-285 Learmonth Road, Wendouree, FACSIMILE: +61 3 5338 1111

==> picture [165 x 95] intentionally omitted <==

==> picture [63 x 95] intentionally omitted <==

Mr Jones is young, and e nthusiastic about the future for Berklee and will bring great energy to his new role. He will be only too happy to meet with s hareholders following the meeting.

I would also like to anno u nce that Mr. Egon Vetter has today announced his retirement from the Board with effect from the end of November. M r . Vetter has been on the Board since 2 0 03 and has also made an enormous contribution to the company during his time a s a director.

The Board will today be in v iting Mr Rick van Berkel to fill the vacanc y created by Egon’s departure and if ac c epted he will commence as a director with effect from 1 December 2011.

I’m sure you will join me in wishing all, the very best in their ne w respective endeavors.

Finally I thank my fellow di r ectors, and you our shareholders, for your support and to Brett and his manage m ent team and all employees of Berklee f o r their hard work and dedication over t h e past year.

Having said those few wor d s can I now move to the Business of the meeting and Agenda Item 1.

Signed

==> picture [93 x 39] intentionally omitted <==

==> picture [28 x 39] intentionally omitted <==

Alan Beckett Chairman

==> picture [39 x 19] intentionally omitted <==

REGISTERED OFFICE: TELEPHONE: +61 3 5338 1110 265-285 Learmonth Road, Wendouree, FACSIMILE: +61 3 5338 1111

BERKLEE LIMITED

A.B.N. 80 004 661 205