Good afternoon everyone and welcome to Andrew Peller's Annual General Meeting. Calling the meeting to order. Although we're disappointed that we can't see and be with you in person, we want to thank you for joining us virtually. I'm in Oakville, Ontario, at our offices in the boardroom with Steve Attridge and Jonathan, Renee Cauchi, with Jill and Lisa. We're thrilled to be with you. It's been a great summer for all of us, certainly lots of surprises and challenges. We've begun our harvest in both the Okanagan and the Niagara Peninsula now. We've had a challenging year with fires out in the Okanagan. I'm delighted to say everybody's healthy and happy in the Okanagan. In fact, we'll have a normal crop. It's a little light in terms of its yield this year just because of the heat and dryness. Despite the challenges from the fires, we have not been compromised in any way by them this year. We're grateful for the incredible efforts of all the firemen and social and health workers who have done an incredible job to service the people of the valley. In Niagara, as you know, we've had a banner growing season. Life is coming back to normal in wine country. There's a lot of energy and excitement. We had a board meeting and dinner in person with our full board of directors and spouses and management team last night. It's the first time we've been together in person for over two years, and there was lots of hugging and some tears, and it really felt great to be with everybody. We're reminding people that tough times don't last but tough teams do, and it's been two years of incredible challenge for our company and all our employees and management, and they really demonstrated incredible resiliency, and we're all very proud and grateful. I'm happy to tell you that over 66% of our employees from Vancouver to Truro, Nova Scotia, are shareholders through our company-assisted employee share purchase program. I've been a director of the company since 1989, and I'll be standing for re-election as a director again this year. As I said, Steve is here, and he'll be assisting me with the formal agenda. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot. To allow for sufficient time for voting, the polls are now open. I remind you that registered shareholders and duly appointed proxy holders who have properly logged in with their control number or username will be able to vote. We remind you that if you are a registered shareholder and you have already voted by proxy, you do not need to vote again. During the online ballot, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your proxy, do not vote again during the online ballot. I hope that was clear for all of you. To vote, simply click on your choice for or withhold as applicable. A confirmation message will appear to show your vote has been received. To change your vote before the polls close, simply change your selection. The votes you have submitted on each polling item at the time the polls close will be recorded and tallied by the scrutineers. Final voting results will be published in due course. Questions in respect of a motion during the formal portion of the meeting can be submitted by any registered shareholder or duly appointed proxy holder with a valid login using the instant messaging feature of the virtual interface. You have a message icon at the top of your screen. If you have any questions, just write out the questions using that icon. They'll come into our team here in Oakville, and we'll address your questions at the end of our remarks. I would now like to introduce those who will be nominated for directors for our current year. First is Shauneen Bruder of Oakville, Ontario. Shauneen previously served as executive vice president operations at the Royal Bank of Canada and as President of the Canadian Chamber of Commerce. She's been a director since 2018, and she will also serve as the chairperson of the Governance and HR Committee. Also up for nomination is Mark W. Cosens of Burlington, Ontario. He's the managing director of Kilbride Partners. He's been a director since 2001, and he serves as the chairman of our Pension Committee. Dr. A. Angus Peller of Toronto, Ontario. Gus is a senior medical consultant to RBC Insurance and has been a director at Andrew Peller since 1991. Angus will also serve as Vice Chair of the Board of Directors. Perry J. Miele of Burlington, Ontario. Perry is chairman and partner of Beringer Capital. He became a director in 2010, and he will be serving as our independent lead chair. Finally, François Vimard of Mississauga, Ontario. François is a CPA who served Empire Company Limited in various capacities at Sobeys, including interim president and chief executive officer, as well as chief financial and administrative officer. François has been a director since 2018. He will also serve as our Audit, Finance, and Risk Committee. I'm now happy to introduce you to our senior executive management team. In addition to myself and Steve, there's Patrick O'Brien, who's our Chief Commercial Officer, James Cole, who's our EVP, Business to Consumer, Shawn McLeod, who's our Executive Vice President, Marketing, Sara Presutto is our Executive Vice President, People and Culture. Brendan Wall is our EVP, Operations. Gregory Berti is our Vice President, Global Markets, Industry Relations, and Business Development. Gavin Hawthorne is our Vice President for Global Vintners, our Whitegate division. Craig McDonald is our Vice President of Winemaking. Stefan Barker is our Vice President of Supply Chain. With those introductions, I'd now like to call this meeting to order and continue with our formal agenda. First item is the appointment of secretary and scrutineers. I will serve as chairman of the meeting, and Steve will serve as secretary. With your approval, I appoint Computershare Investor Services as scrutineers. In terms of our notice of meeting, copies of the notice of this meeting have been distributed to the shareholders in accordance with applicable laws and prescribed procedures. The secretary has placed before the meeting copies of the notice of the meeting, management proxy circular, and the form of proxy for this meeting, certifying that these documents were delivered to all shareholders. I have received an interim report from the scrutineers. At this meeting, there are 21 shareholders present or represented by proxy. In total, there are 77% of outstanding Class B shares represented by proxy and in person today. I've been advised that there is a quorum present, and since the required notice of meeting has been given, I declare the meeting to be regularly called and properly constituted for the transaction of business. In view of the necessity of attending to various formal corporate matters at this meeting, as set forth on our agenda, the secretary has requested certain shareholders and proxy holders to propose and second various motions. While this procedure will assist and speed up the handling of the formal matters, it should not discourage anyone from speaking in reference to any resolution after it has been proposed and seconded. I will now ask for a motion regarding approval of the minutes of the last meeting. Be it resolved that the minutes of the annual shareholders' meeting of 8th September, 2020, be taken as read and confirmed. Do I have a seconder? I second the motion. Thank you. The minutes of the last meeting have been approved. The next is the election of directors. In accordance with the company's articles, the number of directors to be elected at this meeting is fixed at 6 directors, and the following individuals have been nominated for election as directors to hold until the next annual meeting of shareholders or until their successors are elected. I declare the meeting open to the nomination of directors. Mr. Chairman, I nominate each of the following individuals as directors of the company: John E. Peller, Dr. A. Angus Peller, Shauneen Bruder, Mark W. Cosens, Perry J. Miele, and François Vimard. Since no further nominations were received by the company, I declare the nominations closed. Based on the preliminary results provided by the scrutineer, all nominees have received more votes for than withheld. As a result, I declare the individuals nominated to be duly elected directors of the company to hold office until the next annual election of directors or until their successors are duly elected or appointed. Now the appointment of auditors. I move that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed auditors of the corporation to hold office until the next annual meeting or until their successors are duly appointed and the board of directors be authorized to fix the remuneration of the auditors. Do I have a seconder? I second the motion. Based on the preliminary results provided by the scrutineer, I declare that PricewaterhouseCoopers LLP are reappointed as auditors of the corporation until the next annual meeting of shareholders or until a successor is appointed. Our last item of business is the presentation of the annual report, including the financial statements for the company and the auditors' report for the end of 31st March, 2021. The secretary has placed a copy of the annual report before the meeting. Copies were made available to all shareholders. This concludes the formal portion of the agenda. I move that we now close the meeting. Do I have a seconder? I second the motion. I would now like to declare the formal part of our meeting closed. We would now like to share with you an update of the past years activity and provide you with an outlook on our future. As I said in my introduction, it has been an incredible two years for our company. Both my family, myself, and all our shareholders can be incredibly proud of how well our company has performed. We were able to actually increase our sales and earnings in a year where a great deal of our business was compromised and closed. There was an enormous amount of change in processes and product mix and trade channel flow, and many, many challenges to our supply chain to react to all the changes in the business. As I said, we're very proud of the performance that we've had both last year and still challenging us through the first quarter of this year. There have been, and continue to be, a lot of pressures on the value end of the market with products coming in at very low prices from import companies around the world who heavily subsidize the production and cost of their products, as well as provide marketing subsidies to these products, and not all of our provincial liquor boards appropriately monitor this activity and respond to it in an equitable way. Having said that, we've performed very well, and we're still dealing with the challenges of inter-provincial trade restrictions. We've had a change in the excise exemption that we used to get but the federal government has stepped up and replaced that program with a new program that is no longer in violation of international trade law, but provides us the same level of support. I would say that I think one of the leftover impacts of COVID is going to be a reassessment by governments around the world that globalization was not achieving a great deal of their national ambitions, and that they are going to take a much more careful look going forward, that they support local manufacturing and local agricultural trade in the way that they haven't in the last 10 years. I think that, that will be a very positive thing for our industry, not just the wine industry but all agricultural industries and hopefully all manufacturers as well. Our country has given up way too much manufacturing to foreign markets, and it's important that we repatriate a lot of that valuable economic activity back to Canada. There indeed were many changing consumer patterns brought about by COVID. The most notable was the increase in all value-priced wine, but in particular, wines that were made in the bag-in-box 3-liter and 4-liter format. They grew instead of their normal 3% a year, they were up almost 30% last year. Conversely, premium wines that had been on a significant growth streak softened through COVID, and there has been a decline in the sales of premium wines. A lot of that was as a result of the closures of estate wineries, certainly the closure of restaurants where premium wines have a much higher share. As this year has progressed, consumers are returning to their normal consumer patterns. The value price wine segments are now starting to decline and return to previous levels, the premium channels are starting to grow nicely again, although not at the same pace as there is a bit of a decline overall in the market in the first four months. We saw an enormous amount of reduction in international travel. Basically, global travel right now is less than 25% of its normal volume. It's expected to stay very low for the next 1 or 2 years and not return to full strength until 2024, 2025. We've also dealt with a lot of supply chain disruptions, which have put additional pressures on our operations, both increases in component and glass packaging costs, certainly our shipping costs, as regulations have made it more challenging for shippers. Certainly, people are being opportunistic with their pricing as well. Our theme is kind of continuing managing back to normal. We know that the rest of this year will stay a little bumpy and challenged. Our primary focus was to ensure the health and safety of our employees, and I'm very proud of everybody in the company who has really stepped up their game to ensure that we provided a health and safety environment for our people. We had over 80% of our 1,700 employees have been frontliners, and we have had no workplace transmissions of COVID-19. We've assisted over 1,040 employees with additional COVID pay. We isolated our operations facilities to protect our frontline operations teammates. We supported our employees to attend vaccination clinics. We did a lot of rapid antigen screening testing to ensure our premises stayed safe. We launched an APL mental health program, and we've provided increased health benefits to all our employees of CAD 3,000 each to facilitate their focus on their physical and mental health. It was interesting in the hospitality industry, it's been a very turbulent time from being open and closed with regulations changing. By the hour, by the minute, and we've had to redesign our hospitality experiences. We've curated a lot more pre-booking and private tastings, and that has proven very successful from both an experience and sales perspective. Our estate wineries are incredibly busy right now, and we're happy to have people back. We've increased pricing and sold a lot more tasting programs and signed more people up to wine clubs than we ever have. We have provided extra domes and private tasting areas, and we've facilitated a lot of conversion to patio dining and tasting that has proven very successful. We, of course, lost all our special event and business hospitality business, but we more than accommodated for it on the tasting side. I can't tell you that without a doubt, the greatest achievement of our company is while enduring all the challenges of COVID, we have not taken our eye off everything we need to do to grow our business in the future. We completed the implementation of a new ERP system. We've talked about it before, at around CAD 30 million. It's the largest CapEx in our company's history, and it's going to help us transform how we sell and serve customers in all our trade channels, including direct-to-consumer. It'll help us improve all our business processes. We're redesigning and restructuring our supply chain and our product management processes. While we were implementing this, we also entered new categories that we've talked to you about in the past, RTDs and spirits. We've launched more new product innovations than at any part of our company's history. It's been a very busy time for us. Looking at our financial results, which you've all seen, that ended 31st March, 2021. Despite all those challenges, we increased our total revenue by 3% and our EBITDA by 3%, and our net earnings by 18.3%. Looking at the first quarter of this year, our revenue is down 6% in the first quarter, and our EBITDA is down 47%. Our net earnings are down 70%. Importantly, what's happened here is that the huge pantry loading and growth that we got in last year's first quarter is now a level of volume that we'll no longer be able to hit. We were expecting this volume decline. And our earnings are down because we now have a more normalized SGA expense level. Last year, it was artificially low because we furloughed people, and we cut back all spending everywhere. As our business is now opening up and returning to normal, we are having to spend at our normal SGA levels. Both the reduction in revenue and the increase in spending has naturally created a significant loss to last year's position. But as we look to the end of this physical year, we expect our revenue to be similar to last year's revenue, maybe a little up. We expect our EBITDA to be down in the 5% range. This is as a result of both revenue pressures and costs. We wanted to share our pride with you in the fact that over the last 20 years, our company's share and return performance has outperformed the TSX by 165%. In the last three years, we've increased revenue and our earnings in every year, and we've had four dividend increases over that three-year period. Obviously, in contrast to our performance, our stock price has kind of declined to a very low level, in our opinion. We've looked at our stock price over the last 30 years, and we are very aware that we have significant share price volatility from year to year. On average, the TSX would have 20% share price volatility. Ours is more in the 28%, we're much more volatile in price. In fact, in the last five years, we've been evenly, significantly more volatile. If we look through regression analysis and try to correlate our share price to revenue and earnings, you'd normally expect to see positive revenue and earnings correlating to a positive share price performance. In fact, that has not happened with us. Thirdly, if you look at our discretionary stocks on the TSX, when we looked at all our peers in that group, we found that all the consumer index on the TSX is trading at share prices that are higher than their average 10-year multiples. Of course, one of the only exceptions is that is our stock. We're not only not trading at our 19 PE average multiple, we're trading down at 12 or 13, much lower than that. It's clear that our share performance is being driven by things that are kind of unrelated to performance. One of those things I'm sure you're all aware is that we don't have a great deal of liquidity in our stock, and we've shared with you that in the past, large investment mutual fund investors will not be purchasing our stock because we don't meet their limited liquidity thresholds. They know that when you go into shares that have limited liquidity, it's easy to have to move the price up or down to get in or out of these transactions. In fact, we feel that that has been impacting us in the last year. We know of a large pension fund that has been unloading almost 2 million shares, and that it is no doubt having pressure, driving our share price down. Recognizing the kind of low price and what we think is incredible value in our share price, we have purchased 500,000 shares of our own stock back in the last three months at prices in and around CAD 8.65 for 400,000 of those shares, and I think CAD 9.35 for the other 100,000. I point out that in the last three years that I've been here, we have been in this position, and we have purchased our stock back three times under almost identical circumstances. In every one of those times, we have been rewarded with very high returns on those purchases because eventually, our stock price will revert to its mean and reflect its revenue and earning performance and multiples that it deserves. Most importantly, we are incredibly excited about our future, and we're very confident that we're going to be able to grow our revenue and our earnings as we go forward. We have six pillars of growth that you see in front of you. Without doubt, our principal focus is on continuing to strengthen our premium and ultra-premium wine portfolio. We have invested a lot of money in our estate wineries, in our hospitality facilities. We're making significant investments in vineyards and winery capital. We're pursuing best-in-class practices in all aspects of premium wine marketing, and we're very excited about the future and the return to a post-COVID-19 normal business environment. Related to just our wine clubs, which are the backbone of those premium wine investments, we have invested in a new e-commerce platform as a result of our new cloud-based ERP system, and we've developed a very capable e-commerce technical platform in the last year, in the last nine months, and we've had a very successful year launching this e-commerce platform, which is known to consumers as The Wine Shop. We sell beer, spirits, and premium value-priced wine on this platform, and it has proven to be a great new business venture for us. As we've told you, we've invested in the last three years in the new ready-to-drink segment of the market. Our No Boats on Sunday cider is one of the best brands in the segment. We've launched vodka sodas and seltzers as well. We've launched sparkling RTDs under the XOXO and Peller Estates brands, and those brands continue to perform admirably. As well, our launch into spirits with Gretzky Whisky and our cream spirit products has been very successful right across the country. We've definitely ensured that we've increased our focus on the sale of wine under CAD 15, which are principally bag-in-box wines and value import wines and some value VQA wines, at least in the eastern markets. We've launched new products into those segments as well. Our wine kits business, GVI, has had a very strong year and is poised for growth and increased margins in the future. Looking at what we call the mass retail, which is liquor boards and the grocery channels, you can see our entry-level VQA expansion with the 3-liter Gretzky product that we launched in the LCBO that's done exceptionally well. We've launched two new brands, Good Natured and Honest Lot at premium value prices, which are addressing the interest in low sugar, low calorie wellness position wines. We've also had the innovation in the new categories, and we're excited that restaurant business is starting to open up nicely. The restaurant on-premise business represents almost 20% of total wine consumption. Last year, it performed at 20% of its normal capacity. It's probably up to about 50 now, and we expect it to return to 100% in the following year. One of the strengths of our company is our WineShop retail system. We have over 102 licenses that are mostly co-located in grocery stores, but we have many strong independent stores as well. We're refocusing our efforts around premium and VQA wines sold through these trade channels. We have a new loyalty program that we've launched with The Wine Shop, and we're continuing to launch a lot of innovative products in our The Wine Shop system as well. We've talked to you significantly about our principal focus on the premium wine industry and our estate wineries. As I said, they are all very busy right now, and even though we got off to a slow start because most of them were closed for the first 3 months, most of them you have to have reservations to get into now. That's how popular it is for people to visit the wineries, which we kind of expected because people aren't traveling abroad that much these days. We're grateful for and taking advantage of the fact that they're anxious to come and visit us. Our wine clubs are doing record levels, and our estate hospitality is definitely enjoying a great deal of private seated tastings and dining. We've also spent a significant amount of capital this year and will next year on vineyard investments to support our growth in particularly premium red wines. We're looking forward to the return of all the promotions and special events that we've done in years past. I think you'll see us continuing to invest in e-commerce. We are focused on an omni-channel experience so that no matter how a consumer enters our system, whether it's through a store, whether it's through a club, or through visiting an estate, that we can give them a very seamless and best-in-class service and experience. We know that in the future, being capable with personalized digital marketing, which is using CRM and artificial intelligence to help understand how we can tailor not just wines, but also winery experiences for people, will be an increasing focus for us. We're really looking at redefining our value proposition in future marketing with e-commerce. We're one year into, no doubt, a 10, 20-year journey. It's been a thrilling ride so far, and we're looking forward to that as we go forward. Our wine kit company has had a very strong year. Most notably, we've consolidated our west and eastern facilities here in St. Catharines, and we've built a beautiful state-of-the-art facility, which is going to support margin improvement going forward. We've also had success entering both European and U.S. export markets. We also have a great deal of product innovation to look forward to in our wine kit division. Finally, from a winemaking and operations, I wish Craig was here. He would speak for the next half hour on some of the great things they've achieved this year and challenges they've had to overcome. We're definitely transforming our entire supply chain. We're driving greater efficiency. We're investing in our capital like we've never invested before. We're supporting R&D and innovation as we go forward. With that's the end of the presentation. We're happy if anyone has any questions to address them now. We've got one question, and the question is about an update on the Port Moody property in British Columbia. Thanks for that question. We have filed a notice that we have two properties that were available for sale that were surplus to our operating needs. One was a Port Coquitlam property that we just sold for CAD 9 million. It closes next month. The Port Moody property, which is a 5.8-acre piece of property in Port Moody, that was the original home of our very first winery back in 1961. It is a vacant piece of property that we have rezoned for complex residential and commercial development. It's fair to say that the COVID-19 uncertainty shut down the development industry in BC for the last year and a half. People wanted to see how the economy would play out before they engaged in significant development projects. The development project that is now part of our Port Moody property is a very significant, large development, and we are in negotiations and discussing with lead developers in the market right now. Fortunately, the value of Vancouver real estate has gone up in the last two years again, so that though we have not been able to proceed with the development of the property at the rate that we wanted to, we've benefited from the fact that it's a very healthy market. There's very strong demand for all uses of product, and we know that our property will be developed in the next year or two, and we're engaged with several people, and we'll keep you advised. The proceeds of the sale or project will be well in excess of CAD 50 million. We're working with a great team of people who are supporting us, both an advisor who's a Planner Developer named Phil Bonham, and Cushman & Wakefield as well. We will hopefully have more news for you in the next year there. There are no more questions at this time. Thank you Jonathan. Lastly, I just want to thank all our employees and our management team for their dedication and hard work. I want to thank our board of directors who've been working and advising us closely throughout the year. They are an enormous support to me and my family and our management team. I've had a lot more opportunity to talk with shareholders throughout this year. They've been anxious to follow our story. They're all very happy with their investments and supportive of us as a company, and I'm grateful for their support. I encourage any one of you who has any questions throughout the year to reach out to us at any time, and we're happy to speak with you. Bottom line is we're very confident about our future, about our ability to grow our revenue and earnings. We're very proud of all our products and the experiences and the quality that we're bringing to the Canadian and international market, and we're really excited for the future ahead. Thanks for joining us today. As I said please don't hesitate to call if we can help in any way. Thanks very much.
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