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WISR LIMITED — AGM Information 2011
Nov 7, 2011
66093_rns_2011-11-07_690524ef-1247-407e-acea-ec0e2eefd3a2.pdf
AGM Information
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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:
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2011 results
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Our strategic directi o n
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Achievements to da t e
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The Outlook
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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.
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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
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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:
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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,
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To further diversify the current manufacturing business int o new, nonautomotive lines by b oth organic growth and through acquisitio n ;
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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
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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
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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
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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:
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Preservation of indi v
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idual product brands value
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Better economy of s c ale as each company is focusing on one c o re activity
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Greater ability to co m pete in the market place because both bu s inesses are joining forces to tak e on the competition
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Increased customer satisfaction from a broader service offerin g with access to two market leading brands
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Retention of Australian made high quality product enables p r oduct range rationalization whilst supporting design and development capa b ility
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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.
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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
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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.
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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
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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
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Alan Beckett Chairman
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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