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NWC New Zealand Wine Company Limited

 

 

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The New Zealand Wine Company Limited

NWC

31 Aug, 2007, 10:46

GENERAL

NWC PERFORMANCE SHARE PLAN

 

The New Zealand Wine Company Limited ('NWC') established a Performance Share Plan ('PSP') in December 2003 to improve longer-term earnings performance and align the interests of the Company's two key executives, Rob White, CEO, and David Pearce, Winemaker, with the interests of shareholders.

A total of 185,186 rights to NWC ordinary shares were granted to Rob White and David Pearce in 2003. For the rights to be exercisable EPS must meet or exceed a performance hurdle and increase by an average of 12% per year over 5 years, to achieve EPS of no less than 23.1 cps for the 30 June 2008 financial year.

The Board has considered a number of matters related to the PSP, including the 'spirit of the plan', particularly the extraordinary impact that the strong NZD has had on the earnings of the Company and decided that it unlikely that the EPS performance hurdle of 23.1 cps can be achieved for the 30 June 2008 financial year.

The Board resolved to offer to extend the PSP by up to two years to 30 June 2010, to provide a reasonable opportunity for Rob White and David Pearce to meet new EPS performance hurdles and the offer has been accepted. The key changes to the PSP are:
- That the number of rights to NWC ordinary shares will be increased by 40,741 to 225,927 rights for the June 2009 year and if necessary by a further 40,471 to 266,668 rights for the June 2010 year.
- That the Performance Hurdle of 23.1cps will be increased by 12% to 25.9cps for the June 2009 year and if necessary by a further 12% to 29.0cps for the June 2010 year.

If the EPS performance hurdle of 29.0 cps is not achieved for the 30 June 2010 financial year, then the rights will lapse and be cancelled.

The rights are not quoted on the NZAX market, nor do the rights carry any voting or dividend rights until after being exercised by conversion into ordinary shares upon meeting the requisite performance targets.

The complete details on the PSP extension are covered under note 8, on page 18 of the 2007 Annual Report, which can be accessed through the following NWC Internet link: http://www.nzwineco.co.nz/financial.aspx

Authorised for public release.

For further information please contact:
Mark Peters
Chairman, The New Zealand Wine Company Limited
PO Box 67, Renwick, Marlborough
Tel: +64 3 578 7159
Fax: +64 3 578 8968

 

 

Chairman's report

 

CHAIRMAN'S REPORT 2007

THE PAST YEAR

The unexpectedly strong, and continually increasing, value of the $NZ throughout the past financial year has turned what would have been a record result into an average year for earnings with net tax paid profit of $961,000 being 6.3% lower than 2006. Sales did achieve a record at $10.716 million - an increase of 13.8% over 2006. Overall the comprehensive income of $1.903 million - after independent revaluation of the Company's fixed assets - was up by 12.9% on 2006 lifting the per share asset backing from $2.31 to $2.46. It is disappointing that, contrary to earlier bank forecasts, the strong dollar did erode margins and result in earnings being lower than expected.

A pleasing aspect of the year is that sales volumes were right on target with the growth strategy implemented by the Company in recent years. One definite factor in sales growth has been the formal accreditation of CarboNZero status for the winery in 2006. Details were presented to shareholders at the 2006 AGM and are on the web site. Since accreditation the importance of this has been seen with world wide publicity at a time when the issues of global climate change and food miles have become very real at an international level. While we can not, and do not, claim to have "greened" our full supply chain, we have been able to make our own operation, including freight to foreign ports, a carbon neutral operation. Management is currently working upon matters to expand such carbon neutrality further.

The outlook for this Company is still very sound, although strong concern remains regarding what in my view is a very unrealistic value of the New Zealand dollar. In the meantime strategies to mitigate, as best we can, the current high values are being constantly looked at. I am going to leave most of the commentary on the future to CEO Rob White for his report. Suffice for me to say that good volumes of quality grapes resulted from the 2007 harvest, new markets have been gained for the Company's various wine brands and the future for the Company looks strong. At some stage the current overvalued cycle of the $NZ will change and the Company will be very well placed to prosper at that time. A very talented and capable management team is ably led by an excellent CEO in Rob White and the Company continues to produce quality products. It will be good for the Company that some new people on the board will provide fresh ideas and abilities to complement the remaining governance team.

LOOKING BACK

This is my 18th and final year as a director (15 as chairman) and in this the 20th year of the Company since its first harvest in 1988, I trust that shareholders will indulge me in looking back over some of the history that many current shareholders will not be aware of. To start with I would like to present a few random historical notes and then list a few extracts from various Company annual chairman's reports:

- The Company commenced (as Grove Mill Wine Company Ltd) in 1988. Its first staff appointment was winemaker David Pearce (who has remained loyal right through the Company's existence and remains one of the strengths of this Company). The very first vintage was a few hundred cases of Grove Mill Riesling with fruit from the vineyard of founding shareholders Rex and Paula Brooke-Taylor.

- In the first two years the Company restaurant at Dodson St provided the cash flow to establish the wine making side of the business with its turnover in those years being greater than wine sales.

- In 1988 and 1989 no Sauvignon Blanc was made, the first being 1990 Grove Mill Sauvignon Blanc. This variety of course has now grown to be the largest by far. Both 1989 Lansdowne Chardonnay and 1989 Blackbirch Cabernet Sauvignon won gold medals. The first Sauvignon Blanc gold medal was for 1992 Grove Mill Sauvignon Blanc and in between the 1991 Grove Mill Riesling and 1991 Grove Mill Pinotage also won gold. A great start for a new Company.

- The first export wines were shipped in 1992 when both Sauvignon Blanc and Chardonnay were exported to the UK. Initial exports were around 8% of total volume, compared with over 75% currently.

- In 1994 having outgrown the 200 tonne capacity of the Dodson St Blenheim winery, the Company moved to its existing site - which has a current capacity of around 3,000 tonnes.

- The Company has only had 4 chairmen in its history. The founding chairman was Peter Croft, then Terry Gillan and Andrew Ritchie had short terms until March 1992 since when I have had the honour of that position.

- Since my first board meeting in early 1990 there have been relatively few directors over the years - being (apart from myself) Peter Croft, Gerald Hope, Terry Gillan, Andrew Ritchie, Gidon Blumenfeld, Maurice McQuillan, Merve Wisheart, John Milne, Alton Jamieson and Jane Hunter. With some sadness, but fond memories, I record that Gidon, Peter and Merve have passed away.

- The Company has also not had a large list of General Managers/CEO's. The first general manager was Gerald Hope, followed by David Pearce, until rapid expansion in 1993/94 made it impossible to hold dual roles of chief winemaker and general manager. Since then Richard Anyon and Peter McAtamney held the position until the present incumbent Rob White.

- Upon formation the Company had 20 shareholders with 375,000 shares issued. Today those totals are 401 and 8,668,332 respectively.

Some extracts from early Annual Reports:

1991 "The reputation of our wines, and our winemaker, continues to grow with the winning of two trophies at the 1990 Air New Zealand show and a gold medal at the 1991 Easter show. There is no doubt that winning medals sells wines"

1992 "The first export container is leaving New Zealand on 5th September 1992"

1993 "The Company paid its first dividend in March 1993" and "Directors and management have maintained their emphasis on total quality in everything the Company does"

1994 "In the future we will look back on 1993/94 as the year Grove Mill completed its coming of age and it will be regarded as the foundation stone of success for the Company in future years"

1996 "This year we have established a new export outlet through UK Foodmarket Giant - J. Sainsbury & Sons plc"

1997 "I must again point out that the major reason for Grove Mill's continued success is the consistent quality of the wines it produces, with National trophies won last year for both red and white wines"

1998 "It will be important for the Company to secure ongoing certainty of supply of grapes. To that end we are looking into a number of lease or joint venture arrangements to have a higher percentage of intake from Company controlled vineyards"

2000 "The adoption of the new constitution at the 1999 AGM has enabled shares to be listed with Share Mart, and following the share split and rights issue in late 1999, share trading has been more conveniently possible" (Subsequently the Company listed on the NZAX in November 2003).


DIVIDEND

Prior to the dollar strengthening, the board had every intention of an increased final dividend, however as a result of the effect of the high dollar the board will maintain the dividend at the same total rate of 7 cents as for 2006. A final dividend of 4 cents per share fully imputed will be paid on 21 September 2007. Shareholders can expect growth in dividends as and when earnings grow in future years.

FINALLY

I have had the privilege of being close to the cutting edge of the New Zealand Wine Industry for the past 20 years - and I have thoroughly enjoyed that involvement. It is interesting to note that the single most important concept that was true 20 years ago is even truer today - being that the future of our industry is predicated very much on continuation of the production of very high quality products. It is absolutely essential that the highest possible quality integrity of wines with any of the words "New Zealand" or "Marlborough" on the label must always be maintained.

Despite continued and at times lengthy discussions of individual proposals regarding growth by merger/acquisition, the Company has not considered that any such proposals or opportunities looked at to date would add value for shareholders, and will at this stage be continuing along its path of internal growth.

I retire as Chairman, and as a Director, in the comfort and knowledge that the Company is in a sound position, has quality wines, strong brands, good distribution channels, and most importantly a talented management team to take it forward. I do retire in some disappointment that we have not yet delivered a return on shareholders investments that we, the board, would consider as satisfactory. There is no doubt that plans, subject to factors outside of control such as the $NZ, are for that to change very much over the course of the current 5 year plan. Due to the effect on earnings of the exchange rate the board have resolved to offer to extend the PSP incentive plan as per note 8 of this report. The reason for this extension is to give the key staff under the plan the opportunity to grow earnings by an increased total rate necessary to trigger the benefit under the plan at a later date. This will in turn give shareholders the potential benefit of the growth in earnings to a higher figure than the original plan allowed for. The Board is also planning to introduce a PSP for a wider management group.

I wish to thank all of my fellow directors and management I have served with over the years, and to make particular mention, with thanks, of Jane Hunter who retired from the board on June 30th 2007. I also extend to my current fellow directors along with the new members of the board, all the very best for the future of this very good Company.

Mark Peters
Chairman
31 July 2007.

Director's Report

CEO REPORT 2007

The Chairman has pointed out the impact the high New Zealand Dollar has had on earnings which hindered an otherwise strong underlying company performance.

Dollar Impact

With over 75% of case sales derived from export the relative strength of the New Zealand dollar is an integral component in managing our financial performance. When the already record sales revenue is expressed in constant dollars (versus last year) it would represent a 18% increase in net revenue. In June last year we presented to the market a projection for our year ending June 2007 indicating revenue growth to $11 million and a net profit after tax of $1.6 million based on published trading bank foreign exchange projections at the time. If we apply those projections to our actual sales our revenue and net profit after tax targets would have been met. The fact of a high New Zealand dollar remains and we continue to work hard to manage the business accordingly.

Brand Development

The adoption of our environmental sustainable positioning for the company has brought earlier and more significant benefits than first envisaged. The release of Al Gores' 'Inconvenient Truth' and the 'Stern Report' were far from inconvenient for us coming just weeks after the winery achieved CarboNZero? accreditation. The benefits of our various environmental programmes outlined in the 'Environmental Sustainability' section of this annual report are significant. The media coverage for the company and our brands has been extensive ranging from national television coverage through various consumer and trade press to several high profile speaking engagements undertaken by Dave Pearce and myself. In managing down our carbon emissions we are also managing down our costs. The most dramatic example is with electricity usage where in completing the 2007 vintage we used less electricity than in 2006 despite processing an additional 600 tonnes. The response from our customers particularly in the UK has been immediate and has seen us secure listings in Tesco and a major housebrand contract with Sainsburys. The full impact will be felt with our 2007 wines which will all carry CarboNZero? branding. We have no doubt that our environmental sustainability programmes make good business sense as well as being socially responsible. We still have many challenges as we address environmental issues across the entire supply chain but we have made a strong start.

In order to meet our customer and consumer expectations we must continue to produce great wines within a competitive cost structure. With continued investment in our winery and the development of two new vineyards and the skill and dedication of our winemaking and viticulture teams we are achieving this and the 2007 wines are looking like being some of the best wines we have produced.

Distribution

Our distribution partners have welcomed the opportunity to market our wines which have a real point of difference delivering quality at realistic prices while offering environmental integrity. All markets have shown good growth with Palm Bay in the USA leading the way pushing it to our biggest volume market with 49% growth. This was helped by the expansion of the Redcliffe brand which we produce under contract along with the continued development of Grove Mill.

The UK is likely to retake the No 1 position next year building on 27% growth this year as we expand our relationship with Sainsbury and Paragon Vintners anticipate further significant growth for Grove Mill across a broad range of customers both on and off premise.

We have increased sales in Australia by 200% this year thanks to the efforts of The Wine Company and West Coast Wine Cellars. A particular strength has been the launch of Frog Haven through the Dan Murphy's chain.

One of our biggest challenges has been in the domestic market with an unsettled distribution position for Grove Mill over recent years. This has been addressed through the appointment of Independent Liquor to handle the distribution for both Grove Mill and Sanctuary. Despite a small decline in volume this year we are targeting a much stronger domestic performance in the coming 12 months.

Outlook

The year ending June 2008 will provide a number of challenges on top of the high New Zealand dollar. Last year was the final year of the Delegats processing agreement and while we are quickly building our own volumes to replace this in the coming year we not only lose the income from the agreement but face funding the significant increase in working capital as we take on our own fruit to replace the lost volume. The high price of contract fruit which is at odds with the lower export returns the industry faces has been compounded by the relatively low yields and frosts from 2007 and while quality is good and overall volumes are sufficient to meet our demand the grape input cost remains high.

We, together with the industry as a whole, need to face the challenges of a high New Zealand dollar, over-valued land and grape prices and the introduction of NZ IFRS accounting standards. If the New Zealand dollar does not quickly reverse its upward trend the business models and structures for both wineries and grape growers will have to change. The New Zealand Wine Company is in a good position to weather the current adverse external factors. We remain in a healthy financial position and extremely well placed to take advantage of the predicted return to long term average foreign exchange rates.

Finally I would like to thank all the management, staff and Directors for their efforts and support this year. I would like to make special reference to the retiring Director Jane Hunter, whose industry knowledge and insights have been invaluable during her time on the Board. This will be our Chairman Mark Peters final AGM in September after 15 years of outstanding contribution to the Company. I would like to personally thank Mark for all the advice and support he has provided me in my role as CEO.


Rob White
CEO
31 July 2007.

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