TO OUR SHAREHOLDERS: MANAGEMENT’S DISCUSSION AND ANALYSIS
Sales in the second quarter rose 8.3% to $36.6 million, and increased 6.7%
The following management discussion and analysis provides a review Net earnings in the second quarter were $1.0 million or $0.23 per
to $70.7 million for the first six months of the year. Supporting this
of the operating results and financial position of Andrés Wines Ltd. Class A share compared to $.9 million or $0.19 per Class A share
growth, we experienced solid performance in all of our distribution
(‘Andrés’) for the three months and six months ended September 30, last year. For the six months ended September 30, 2002 net
channels, including our estate wineries and Vineyards / The Wine Shoppe
Andrés Wines Ltd. retail stores, provincial liquor boards, restaurants and other licensed
2002 and 2001. This discussion should be read in conjunction with
the consolidated financial statements and the accompanying notes
earnings were $2.6 million or $0.56 per Class A share compared to
$3.2 million or $0.70 per Class A share last year. Included in last
establishments, as well as our consumer-made wines.
contained therein, as well as management’s discussion and analysis of year’s first quarter was an unusual gain of $1.5 million ($1.0
the results and financial position for the year ended March 31, 2002 million after-tax) resulting from the sale of the Company’s
This sales growth, combined with our ongoing focus on the higher-margin
Management Report and premium and ultra-premium Peller Estates, Hillebrand Estates and Trius
contained in the Company’s 2002 annual report. remaining interest in a Quebec-based winery.
Interim Consolidated brands, resulted in gross profit in the quarter rising to 39.4% of sales from
37.4% last year. For the six months ended September 30, 2002 gross
Results of Operations Liquidity and Capital Resources
Financial Statements margin increased to 38.9% of sales from 37.7% in fiscal 2002. Sales for the second quarter of fiscal 2003 rose 8.3% to $36.6 million For the three months ended September 30, 2002, the Company
compared to $33.8 million in the same three-month period last year. generated $9.1 million in cash from operating activities, after
Earnings before interest, taxes, amortization and unusual items (EBITA)
For the six months ended September 30, 2002, sales increased 6.7% to changes in non-cash working capital items, compared to $3.1
increased 24.3% to $3.6 million in the second quarter and 17.4% to $7.5 $70.7 million from $66.3 million last year. The increase in sales in the
million for the six months ended September 30, 2002 compared to the million last year. For the six months ended September 30, 2002
quarter and first six months of the year compared to the same periods cash from operations, after changes in non-cash working capital
same periods last year. Selling and administration expenses increased in last year is primarily due to higher sales volumes of the Company’s
both periods compared to the prior year as we continued to invest in the items, was $9.4 million compared to $2.0 million in the prior year.
premium and ultra-premium, Trius and Peller Estates brands, which The increases in cash from operations are due to the improved net
For the six months selling and marketing of our premium brands and by the impact of rose 10.8% and 8.3% respectively through the six months ended
increased costs associated with the operating of the Peller Estates Winery profit and reduced demand on the Company’s working capital in
ended September 30, 2002 September 30, 2002 compared to last year. Improved performance fiscal 2003 compared to the prior year.
which opened on June 6, 2001. was experienced throughout the Company’s comprehensive network
of distribution channels, including its estate wineries, Vineyards/The Investments in capital assets reduced significantly in the second
Net earnings in the second quarter increased 21.3% to $1.0 million or Wine Shoppe retail stores, provincial liquor boards, restaurants and
$0.23 per Class A share. For the six months ended September 30, 2002 quarter and first six months of fiscal 2003 compared to the prior
other licensed establishments. Sales increases were also achieved in year as last year’s expenditures included investments in the
net earnings were $2.6 million or $0.56 per Class A share compared to
the Company’s consumer-made wine businesses, Brew King and
A Simple Truth $3.2 million or $0.70 per Class A share last year. Included in last year’s
first quarter was an after-tax gain of $1.0 million resulting from the sale of
Vineco International Products.
completion of the new Peller Estates Winery in Niagara-on-the-
Lake that opened in June 2001. In addition, during the first quarter
our remaining interest in a Quebec-based winery. Exclusive of the sale, of last year the Company generated cash of approximately $7.4
Gross margin as a percentage of sales increased in the second quarter million from the sale of a Quebec based winery.
net earnings for the six months increased by 15.5% over the previous year.
of fiscal 2003 to 39.4% compared to 37.4% last year. For the six
months ended September 30, 2002 gross margin as a percentage of On October 16, 2002, the Company completed the refinancing of its
Andrés’ balance sheet strengthened in the quarter due to the enhanced sales increased to 38.9% from 37.7% last year. The improved
financial performance and improved cash flow from operations in the term debt by entering into a $25 million seven-year term facility at
profitability this year is due to the Company’s increased sales of a favorable interest rate with the Bank of Montreal. Proceeds will
period. Through the first six months of fiscal 2003, the Company
higher-margin premium and ultra-premium VQA wines in the period, be used to repay existing term debt and reduce short-term bank
generated cash from operations, after changes in non-cash working capital lower imported wine costs and the impact of facility rationalization.
items, of $9.4 million compared to $2.0 million last year. Inventories have indebtedness. As a result, the ratio of long-term debt to equity is
been reduced as we continue to rationalize our product lines to focus on 0.34:1 compared to 0.37.1 at the end of fiscal 2002.
Selling and administrative expenses increased in the second quarter to
our higher-margin premium and ultra-premium brands. Working capital
$10.9 million compared to $9.8 million last year, and for the six Dividends amounting to approximately $.7 million per quarter were
stood at $24.4 million compared to $24.6 million at the year-end, while months ended September 30, 2002 to $19.9 million from $18.6 million
shareholders’ equity rose to $15.09 per Class A share as at September 30, paid in both years based on the Company’s annual dividend of
last year. The increases are due to the Company’s ongoing strategies $0.644 per Class A share and $0.560 per Class B share.
2002 compared to $14.87 per Class A share as at March 31, 2002.
to invest in the selling and marketing of its premium wines and by the
impact of increased costs associated with the operating of the Peller Shareholders’ equity increased to $69.6 million or $15.09 per
On October 16, 2002 the Company completed a refinancing of its term Estates Winery which opened on June 6, 2001.
debt by entering into a $25 million seven-year term facility at a favorable common share as at September 30, 2002 from $68.5 million or
interest rate with the Bank of Montreal. Proceeds from the facility will be $14.87 per Class A share as at March 31, 2002 and $69.3 million or
Primarily as a result of the higher sales and improved gross margin, $14.71 per Class A share as at September 30, 2001.
used to repay current long-term debt and to reduce short-term bank
earnings before interest, taxes, amortization and unusual item
indebtedness. As a result, the ratio of long-term debt to equity is 0.34:1 (EBITA) for the three months ended September 30, 2002 increased to
compared to 0.37:1 at the end of fiscal 2002. Number of Issued & Outstanding Shares as at September 30, 2002:
Second Quarter Report $3.6 million compared to $2.9 million for the same period last year. Class A Shares, non-voting 3,741,082
EBITA for the first six months of fiscal 2003 rose to $7.5 million from Class B Shares, votiing 1,002,972
2003 On Behalf of the Board $6.4 million last year.
Risks and Uncertainties
Interest expense was higher in the second quarter and first six months
of fiscal 2003 compared to the prior year due to higher average Certain statements in this discussion could be considered as
Head Office: interest rates offset by modest decreases in overall debt levels forward-looking information. The information and the Company’s
Andrés Wines Ltd. compared to last year. Amortization expense increased compared to financial performance are subject to certain risks and uncertainties,
697 South Service Road Joseph A. Peller the prior year due primarily to the completion of the Peller Estates which could cause actual results to differ materially from such
Grimsby, Ontario L3M 4E8 Chairman winery in June of last year. forward-looking statements. These risks and uncertainties are
Tel: (905) 643-4131 Fax: (905) 643-4944 Grimsby, Ontario outlined in the Management Discussion and Analysis section of the
October 31, 2002 Company’s 2002 Annual Report.
CONSOLIDATED STATEMENTS OF EARNINGS & RETAINED EARNINGS
Outlook
For the Period Ended September 30, 2002 & 2001 (Unaudited) Three Months Ended Six Months Ended The overall Canadian wine market continues to grow, although the share of the market held
(in thousands of dollars except per share amounts) September 30 September 30 by domestic producers has declined moderately over the past few years. Management
2002 2001 2002 2001 believes its sales and marketing initiatives aimed at capitalizing on the growing trend toward
$ $ $ $ CONSOLIDATED BALANCE SHEETS premium and ultra-premium VQA wines will benefit the Company over the long term. The
SALES 36,626 33,811 70,709 66,271 (in thousands of dollars) Company is also well positioned in the popular and consumer-made segments of the
Cost of goods sold 22,180 21,172 43,236 41,293 Canadian wine market.
Unaudited Audited
GROSS PROFIT 14,446 12,639 27,473 24,978 Andrés will continue to invest in the premium and ultra-premium wine market with the
Selling and administration 10,870 9,762 19,934 18,553 Sept. 30 March 31 launch of new Peller Estates, Hillebrand Estates and Trius wines in the first six months of the
EARNINGS before interest and amortization 3,576 2,877 7,539 6,425 2002 2002 year and will be continuing through the balance of fiscal 2003. Marketing and sales support
Interest 560 441 1046 975 will be focused on key brands sold across the country and by increased capital expenditures
$ $ that support the Company’s on-going commitment to producing the highest quality wines.
Amortization 1,086 919 2,163 1,882
ASSETS The Company believes that the investments made over the past few years will result in
EARNINGS before unusual items and income taxes 1,930 1,517 4,330 3,568
increased sales and continuing improvements in profitability going forward.
Unusual Items 0 0 0 1,505 Current assets
EARNINGS BEFORE INCOME TAXES 1,930 1,517 4,330 5,073 The Company remains focused on improving production efficiencies and maintaining a tight
Accounts receivable 11,226 11,497 control over operational and administrative spending.
Provision for income taxes Current 805 518 1,547 1,154
Future 78 136 214 694 Inventories 44,942 49,893
The Company will also continue to evaluate investment opportunities, including acquisitions,
883 654 1,761 1,848 Prepaid expenses 2,514 942 which support its strategic direction.
NET EARNINGS FOR THE PERIOD 1,047 863 2,569 3,225
58,682 62,332 Notes to the Interim Consolidated Financial Statements
RETAINED EARNINGS - BEGINNING OF PERIOD 64,831 63,315 64,052 61,694
(in thousands of dollars)
Dividends: Class A & Class B 742 742 1,485 1,483 Capital assets 49,411 49,644
RETAINED EARNINGS - END OF PERIOD 65,136 63,436 65,136 63,436 Goodwill 21,324 21,324 1. Summary of Significant Accounting Policies
NET EARNINGS PER SHARE The interim consolidated financial statements have been prepared in accordance with
129,417 133,300 accounting principles generally accepted in Canada. The note disclosure for these
Basic Class A $0.23 $0.19 $0.56 $0.70
interim statements only presents material changes to the disclosure found in the
Class B $0.19 $0.16 $0.48 $0.61 LIABILITIES Company’s annual consolidated financial statements for the year ended March 31,
Diluted Class A $0.22 $0.19 $0.55 $0.70 2002. These interim statements should be read in conjunction with those statements.
Current liabilities
Class B $0.19 $0.16 $0.61 $0.61
Bank indebtedness 15,506 19,861 Effective April 1, 2002, the Company adopted the new accounting standard which
CONSOLIDATED STATEMENTS OF CASH FLOW required that a fair value based method of accounting be applied to all stock-based
Accounts payable & accrued liabilities 13,789 11,328
For the Period Ended September 30, 2002 & 2001 (Unaudited) Three Months Ended Six Months Ended payments to non-employees and to direct awards of stock to employees. However, the
(in thousands of dollars) September 30 September 30 Dividends payable 797 2,434 new standard permits the Company to continue its existing policy of recording no
2002 2001 2002 2001 compensation costs on the grant of stock options to employees but with additional
Taxes payable 743 743 disclosures of pro-forma information. The Company will apply the pro-forma
CASH PROVIDED BY (used in) OPERATING ACTIVITIES $ $ $ $
Current portion of long- term debt 3,405 3,344 disclosures of the new standard to awards granted on or after April 1, 2002. The pro-
Net earnings for the period 1,047 863 2,569 3,225 forma effect of awards granted prior to April 1, 2002 will not be included. The
Items not affecting cash: 34,240 37,710 standard requires the disclosure of pro-forma net earnings and earnings per share
Gain on disposal of MDF 0 0 0 (1,905) information as if the Company had accounted for employee stock options under the
Long-term debt 20,199 21,913
Amortization 1,086 919 2,163 1,882 fair value method. In the first and second quarter of 2003, the Company did not grant
Future income taxes 78 136 214 694 Future income taxes 5,331 5,117 any options and, thus, pro-forma disclosures are not required.
2,211 1,918 4,946 3,896 59,770 64,740 2. Stock Option Plan
Changes in non-cash working capital items related to operations 6,880 1,202 4,474 (1,855) The Company has a stock option plan for executives and directors. All options under
Cash flows provided from (used in) operating activities 9,091 3,120 9,420 2,041 this plan are for a term of five years, from the date of the grant. They become
INVESTING ACTIVITIES SHAREHOLDERS’ EQUITY exercisable with respect to 25% of the total number of shares subject to the option
Cash proceeds from sale of MDF 0 0 0 7,390 immediately and 25% on each of the three successive anniversaries of the date of the
Capital stock 4,511 4,508 grant. For the six months ending September 30, 2002, 250 options were exercised for
Purchase of capital assets (1,185) (2,052) (1,930) (4,337) proceeds of $3 and 5,000 stock appreciation rights were exercised at a cost of $25.
Retained earnings 65,136 64,052
Cash flows provided from (used in) investing activities (1,185) (2,052) (1,930) 3,053
FINANCING ACTIVITIES 69,647 68,560 3. Subsequent Event
Repayment of long-term debt (831) (592) (1,653) (1,175) On October 16, 2002, the Company refinanced $25.0 million of its long-term debt with
129,417 133,300
the Bank of Montreal. The $25.0 million facility is for a term of seven years maturing
Proceeds from (repayment of) bank indebtedness (6,333) 266 (4,355) (2,435)
on October 1, 2009 and will incur interest at the Bankers Acceptance Rate plus 1.2%.
Issue of Class A shares 0 0 3 0 The loan is repayable in monthly principal payments of $187,500. The Company has
Dividends paid (742) (742) (1,485) (1,484) also entered into an interest rate swap, which fixes the interest rate on the refinanced
Cash flows used in financing activities (7,906) (1,068) (7,490) (5,094) term debt at 5.99%. Proceeds from the new term facility will be used to repay existing
CASH & CASH EQUIVALENTS, AT BEGINNING & END OF PERIOD 0 0 0 0 term debt and reduce short-term bank indebtedness.