Akke 1 MEMORANDUM From: Ronald Akke To: Mr. Triggs RE: Vincor’s recent performance, future direction and potential Goundrey acquisition As requested, the following is an analysis of Vincor’s performance in the past, the direction in which it is headed and suggestions to help move the business strongly into the future with specific emphasis on the potential acquisition of Goundrey. Vincor has performed well recently. We find ourselves in a weak to moderately competitive industry (please see Exhibit 1), we are on top of the driving forces for change in our industry (Exhibit 2) and our goals are aligned with key industry success factors (Exhibits 3 and 6). We face ample opportunity and only minor threats (Exhibit 4) and stand ready to capitalize on these opportunities and threats by utilizing our internal strengths and building upon our weaknesses (Exhibits 8 and 9). We are in good standing financially (Exhibit 5) and enjoy much internal strength (Exhibit 7). Our corporate strategy stands ready to respond to national drivers and we happily exceed the industry average in pushing for global leadership (Exhibits 10 and 11). We are confidently moving towards our business objectives (Exhibit 12) and the acquisition of Goundrey will be a great step towards these goals (Exhibit 13). As exhibit 1 shows, there is rather weak rivalry within our industry. The only real threat we face within our industry comes from buyer bargaining power. We must make it our chief concern to satisfy the buyer above all other. This is because we face fairly weak intra-industry competition, only a weak threat from new entrants and our suppliers Akke 2 have weak bargaining power. We face a moderate threat from substitute products, but this again mostly comes from the ease by which our customers can change their buying habits. We must ensure we effectively respond to changes in customer preferences. Although we face relatively weak within-industry competitive pressures, we still face threats that must be neutralized. The best way to do this is to utilize our strengths and ameliorate our weaknesses. Figure 9 represents several ways that we can do this. For instance, we can utilize our strong Canadian distribution system to create export capabilities that will allow us to expand to strong New World markets such as the United Kingdom. Further, we can use our current foothold in Asian markets to expand further into these developing economies. We should continue to diversify our geographical base in order to spread our economic, social and climatology risks. We can also utilize our American vendors to gleam greater information regarding consumer tastes. Because the overall competitiveness of our industry is weak, we must continue to push for higher operating and profit margins. As exhibit 5 shows, our gross profit margin has been very strong. Similar can be said of our capital structure with particular emphasis upon our company’s ability to convert our 2001 debt into 2002’s equity. But we must look to continue to increase our net profit margin. The stagnant nature of this ratio over the last five years is unacceptable in an industry as weakly competitive as our own. We must ensure that last year’s increase in net profit margin continues into the future. The best way to do this is by controlling our costs while increasing revenues by more effectively managing our inventory levels. We must better manage the excess inventories we gained from our acquisitions of R.H. Phillips and Hogue Cellars if we wish to increase our profitability. Akke 3 Exhibit 3 shows that our industry is facing change. Our strategic decision in 1995 to focus upon premium wines has been one of the smartest moves we’ve made. This is because premium wines represent the fastest growing segment of the wine industry. We are well positioned in the ever-expanding New World markets, and an opportunity lies ahead of us to gain global market share in our fragmented industry. We have so far responded well to industry changes on both a global and national level. As Exhibits 10, 11 and 12 show, we have responded strongly to every national driving force and we are above the industry average in responding to global change. Central to this success is our “think global, act local” approach. Vincor sets widereaching growth goals yet also allows our United States and Canadian management teams to respond in the best way they see fit. Exhibit 7 shows this to be a key strength for our company, but we must be careful to remain efficient while employing this approach. As we move into the future, we must actively and aggressively pursue our objectives. Exhibit 3 shows the key success factors upon which we must focus. We must continue to maintain our strong reputation for providing high quality wines at reasonable prices by focusing on vertically integrating our distribution channels and expanding into untapped New World giants such as Australia and the United Kingdom. To do so, it is my opinion that we should move forward with our acquisition of Goundrey. It can be seen in Exhibit 6 that although we stand competitively strong, we could be strengthened further by this acquisition. Consider Exhibit 13. It can be seen that the acquisition of Goundrey would give Vincor a strong presence in the strengthening Australian premium wine industry. Even more importantly, Vincor’s Akke 4 presence in Australia could be a stepping stone towards creating a very strong export market. Australia is currently the largest exporter to the very important United Kingdom market (ranked 7th in world wine consumption and rising). Although Goundrey does not yet export many of its products, establishing a location in Australia could lead to business alliances. In exchange for information about the Canadian and American markets, Goundrey’s business contacts could provide us information about exportation to the United Kingdom, Japan and other important Asian markets. This type of partnership would help Vincor gain greater global market share (in Australia and beyond), increase the number of key New World markets it serves and it would stand a strong chance at increasing ice wine sales through Asian exportation. In short, by acquiring Goundrey, Vincor can move confidently in the direction of its objectives. Most importantly, based on 2000 EBITDA, Exhibit 13 shows that valuing Goundrey at AUD$62.5 million is a fair price based on the earnings multiple. Vincor should acquire Goundrey. Thank you very much for considering this analysis. Best regards, Ronald Akke Akke 5 EXHIBIT 1: 5 Forces of Industry Competition: Industry Rivalry: Weak-Moderate Strength The global wine industry is very fragmented with the top 25 wine producers controlling only 7% of the global market; the world’s top producer only controls 1% of global market share. This fragmented market is due in large part to consumer preferences for distinct vineyard tastes as well as difficulties with supply chain and sales force integration. This has led to less competitive pressures than would be apparent in an industry dominated by a major player such as Wal-Mart. Buyer demand varies both by the country and by the segment in which the wine sells. Vincor is currently the 4th largest player in North American markets which are growing at an overall pace of 3%, but Canadian ultrapremium and specialty wines are growing at 30-45% and US superpremium wines are growing at 8%. These are both market segments that Vincor relies upon for the bulk of its revenue (72% in 2002), so competitive pressures may grow in these fast moving markets. Buyer demand has not fallen off and thus there is no evidence of excess inventories and thus Vincor faces little competitive pressure from this area. There has been a proliferation of Canadian wine producers in recent years, with the number of vineyards growing at an annual rate of 30-100% throughout the 1990’s. However, Vincor is the largest Canadian wine producer so it holds an advantage over these startups both in its larger size and enjoying better capabilities such as economies of scale. Is it easy for buyers to switch brands, which can lead to competitive pressures, but these pressures are only moderate because the industry is very differentiated. Price cutting is not a worry in this industry because higher quality wines require a feeling of selectivity. There is some consolidation occurring in the industry which could lead to competitive pressures on smaller producers, but because Vincor is ranked 22nd in the world it should be able to keep in lock-step with this M&A activity. Threat of New Entrants: Weak Strength It is possible for companies to achieve economies of scale in this industry by way of bottling, distribution and sales force capabilities, but the opportunity for these economies of scale is only moderate in comparison to more commodity-based industries. This leads to weak-moderate competitive pressures. There is strong brand preference and customer loyalty in the premium wine industry, which leads to a weaker threat of new entrants. Although it is relatively inexpensive to open a small vineyard, establishing a reputation in the industry as well as acquiring capital to establish strong manufacturing facilities represent strong entry barriers. High tariffs and taxes on domestic and imported alcoholic products also represent a significant barrier to entry. The US requires a costly three-tier distribution system, while Canada charges a 42% tax on alcoholic beverages. Akke 6 Threat of Substitute Products: Moderate Strength High quality wines only truly face substitution threat from champagne (not beer or hard liquors). Champagne is readily available to those of legal drinking age, but it is priced similarly to wines and thus represents only weak-moderate substitution threat. Some buyers view this substitute as comparable to premium wines, but these products are often used at different functions (wines on a nightly basis while champagne only for special occasions). Thus, this represents a weak threat. The cost to switch products is low and thus represents a strong substitution threat. Bargaining Power of Suppliers: Weak Strength The wine industry is very differentiated. It is not a commodity-like item readily available from multiple suppliers which leads to weak supplier bargaining power. There are many suppliers available throughout all major markets for these items and thus suppliers have weak bargaining power. Most wine producers exercise complete control over their most important input (grapes). Bargaining Power of Buyers: Moderate-Strong Strength The switching cost for buyers to competing brands or substitutes is low, representing strong buyer bargaining power. But there are far too many individual buyers for them to exercise great control over wine companies. Demand for the product is moderate in many markets, leading to weak bargaining power. Many buyers are connoisseurs and thus very well informed about their purchases, leading to strong bargaining power. Finally, buyers make the ultimate decision whether they wish to purchase this luxury item, and thus they hold fairly strong bargaining power over the wine industry. Conclusions from 5 Forces Analysis: As can be seen from the above analysis, the wine industry is fairly attractive and should represent moderate to strong profit potential. We know that profit margins in the United States are very high and competitive pressures from most market areas are quite weak. Although many wine industry segments are stagnating, New World customers are increasingly seeking premium wines. For these reasons, we can conclude that Vincor made a very wise strategic move in 1995 to change their focus to the premium wine segment. Strong growth plus weak competition foretells very positive financial performance in the years ahead. Akke 7 EXHIBIT 2: Driving Forces of Change and Their Effects on Firms in the Industry: The industry’s long-term growth rate is rapidly moving towards strong growth in the premium and higher quality segments, while lower quality wines face stagnation and/or contraction. New World wine producers are increasingly becoming more reknown. This began in 1976 with California wines beating French and Italian wines in blind-taste tests and continues as Western Australian wines grow in popularity and Canadian ice wines find a strong footing in Asian markets. Undeveloped Asian markets such as Japan and China represent strong growth potential areas. The industry is moving towards global integration as M&A activity increases, but thus far individuals firms have not developed the ability to develop a business model that allow them to capture a large portion of market share due to difficulties in finding sales and distribution synergies. Government policy is always an important driving force to watch in regards to the alcohol industry. Although prohibition laws are only found in less-developed countries, governments often see alcohol as the easiest industry to target and thus impose hefty “sin taxes” on these products. EXHIBIT 3: Industry Key Success Factors: Winning the UK’s import-driven wine market is key to the success of New World producers. As an Old World country that produces very little of its own wine, this affluent nation seeks to import quality wines from throughout the world. This “crucible” nation is ranked 7th in wine consumption and growing. It is very significant that Australia is the leading importer to the United Kingdom. Establishing and maintaining a reputation for high quality, reasonably priced wine will lead to strong competitive success in developing New World markets. Establishing strong distribution channels that are as vertically integrated as legally possible will help wine companies to keep prices down and compete effectively despite high taxes on their goods. EXHIBIT 4: Wine Industry Opportunities and Threats: Opportunities Strong global growth, especially towards premiums. Fragmented market where the largest player only controls 1% of market share implies a strong opportunity to win market share. New World markets continue to grow, as well as developing Asian markets. US market is very strong due to high profit margins. Threats Wine industry is an agricultural business which is always under threat of adverse weather conditions. A global economic downturn would decrease demand for luxury goods such as wine. Changing consumer preferences and tastes can lead to poor revenue growth because buyers hold strong bargaining power in this industry. Akke 8 EXHIBIT 5: Vincor Financial Analysis: Gross Profit Margin = (EBITDA)/Revenues 1998: 13.60% 1999: 13.80% 2000: 14.10% 2001: 16.80% 2002: 18.70% Net Profit Margin = (After-tax Profit)/Revenues 1998: (10.8)/(206.4) = 5.23% 1999: (11.7)/(253.2) = 4.62% 2000: (13.3)/(268.2) = 4.96% 2001: (14.3)/(294.9) = 4.85% 2002: (26.9)/(376.6) = 7.14% Debt-Equity Ratio = (Short-Term Debt + Long-Term Debt)/(Total Stockholders’ Equity) 1998: (50.9)/(102.3) = 0.50 1999: (92.5)/(115.8) = 0.80 2000: (80.5)/(129.3) = 0.62 2001: (254.5)/(145.3) = 1.75 2002: (110.1)/(396.8) = 0.28 Inventory Turnover = (Turnover) 1998: 1.2 1999: 1.1 2000: 1.2 2001: 0.7 2002: 0.7 Vincor’s Financial Strengths: From the four financial ratios above, we see that Vincor has demonstrated a strong ability to manage its Cost of Goods Sold, as evidenced by its gross profit margin. The steadily increasing nature of this ratio shows Vincor’s strength in managing operating efficiencies, especially because the company was able to maintain this stability while completing two large acquisitions. The stagnant nature of Vincor’s net profit margin from 1998 to 2001 is disconcerting, but the ratio’s jump from 2001 to 2002 shows a favorable sign of improvement. It will be important to monitor whether Vincor can maintain this increase. If they can, Vincor will show that it not only manages its cost of goods sold well but also its interest expenses and depreciation deductions. Vincor’s debt-to-equity ratio looks very strong. The ratio stood at reasonable levels from 1998 through 2000. 2001’s aberration is due to its acquisition, and Vincor’s ability to quickly decrease its debt while increasing its equity shows management’s disciplined nature. Akke 9 Vincor’s Financial Weaknesses: Vincor’s inventory turnover is interesting. Vincor’s two acquisitions caused the company to hold onto much more inventory that it did prior to these acquisitions. This could suggest a few things. First, the acquired companies may age their wines more than Vincor’s previous business units did, leading to less inventory turnover. However it is more likely that when Vincor expanded into the United States, their inventory control became less efficient due to lack of experience with R.H. Phillips and Hogue’s distribution channels. This will be an important ratio to keep an eye on in the future, especially if Vincor goes ahead in acquiring Goundrey because strong turnover control is crucial to streamlining business and keeping costs at a minimum. After viewing Vincor’s consolidated financials from 1998 to 2002, it can be seen that Vincor’s return on capital employed has decreased. Although this is to be expected in the years following large acquisitions, it will be important to see that these investments increase over time. If they do not, it suggests that Vincor is not using its capital in the most effective manner to maximize shareholder return. EXHIBIT 6: Vincor’s Competitive Strength Assessment: Industry Key Success Factors Weight Winning the UK’s wine market1 Good reputation, reasonably priced2 Strong distribution channels3 TOTAL: 0.2 0.5 0.3 Pre-Goundrey Acquisition Rating Wtd Score 0 0 7 3.5 6 1.8 5.3 Post-Goundrey Acquisition Rating Wtd. Score 3 8 8 0.6 4 2.4 7.0 1) After acquiring Goundrey, Vincor will still not have any exports to the United Kingdom, but Australia is the top-ranked importer to the UK. By utilizing Australian business contacts, strategic alliances will be easier to make that can lead to wine imports to the UK and other Asian countries. 2) Vincor already has a strong reputation in Canada and a growing reputation in the United States through its recent acquisition. Acquiring Goundrey would increase its reputation in Australia as well. 3) Vincor has very strong distribution channels in Canada and developing channels in the United States. An acquisition of Goundrey would give Vincor Goundrey’s firmly developed Australian channels as well. Akke 10 EXHIBIT 7: Vincor’s Value Chain Analysis Supply Chain Management & Procurement Vincor receives most all of its grapes from company owned vineyards spread throughout Canada, the United States and other countries. Vincor recognizes that a diversified base of grapes is essential to create distinct flavors as well as to protect the company from the threat of adverse weather conditions. Reducing risk and increasing Vincor wines’ distinct flavors leads to better cost control and customer satisfaction. Distribution Vincor relies upon independent retailers to sell most of its products throughout the world. For instance, it distributes its wines through 3,300 premium restaurants throughout the United States. Also, the company owns a 165-store Wine Rack chain of retail stores that specifically sell Vincor’s best wines. This distribution network helps to decrease middle-man costs, which in turn increases the company’s profit margins. Further, the company has production facilities spread throughout Canada which help to decrease costly travel expenditures and allows Vincor to quickly respond to customer (distributor) demands. Marketing & Sales Some of the greatest synergies that Vincor found through its acquisitions of R.H. Phillips and Hogue Cellars comes from overlaps in the marketing and sales departments. Vincor has been able to use the 8 brokers and 40 sales person team it gained after acquiring R.H. Phillips to efficiently sell its own Canadian-based products as well as Hogue Cellars products throughout the United States. Internationally, Vincor focuses upon duty-free networks and its international team to inexpensively sell its well-known ice wine brand. These efficiencies lead to cheaper marketing and sales costs, and thus higher profits for the firm. Managerial Oversight and Strategy Management has two different strategies; one for each major market it is in. In Canada, Vincor wishes to continue to expand its sales while increasing efficiencies to create a cash cow. It also wishes to use its already strong distribution network to build export capabilities to the United States and eventually other international locations. But Vincor’s strategy for America is different. Vincor wants to use its California and Washington based operations to increase the company’s product innovation capabilities and expand its focus in the higherend, superpremium wine segment. These conflicting strategies will allow the company’s managers to focus upon differing customer tastes and desires. However, it may lead to coststructure inefficiencies and lack of a globally unified business. Akke 11 EXHIBIT 8: Vincor’s Internal Strengths and Weaknesses Strengths Weaknesses Gaining distribution and sales team synergies throughout the United States through its recent acquisitions. Wineries owned throughout Canada that allows the company to respond efficiently and effectively to changing customer demands and allows some protection against adverse weather conditions. Canadian management teams have different goals than American teams, allowing leaders to respond more effectively to the needs of their clientele. Lack of unified international strategy leads to increased managerial dissonance, which could in turn lead to function overlap and conflicting goals. This in turn leads to cost inefficiencies. The legally binding three-tier distribution system in the United States leads to cost inefficiencies. EXHIBIT 9: Vincor’s TOWS Matrix Strengths 1. Strong United States distribution and sales teams. 2. Distribution centers spread throughout Canada. 3. Strong international acceptance for ice wine brands. Opportunities 1. Strong global growth toward premiums. 2. Fragmented market. 3. New World and Asian markets continue to grow. Threats 1. Adverse weather conditions can kill crops. 2. Global economic down-turn will decrease revenues. 3. Changing consumer preferences. Use Vincor’s already strong Canadian distribution system to create export capabilities to gain market share throughout the New World. Use Vincor’s already readily accepted ice wine brand to further increase growth throughout Asian markets. Rely upon its diversified geographical base of wineries to protect against adverse weather conditions. Build its strong international acceptance for ice wine brands to diversify its customer base to protect against localized recessions and changing consumer preferences. Weaknesses 1. Lack of unified international strategy. 2. Legally binding three-tier US distribution system. Create a unified international strategy that gives specific steps to increase international market share. This strategy will include cost efficiencies and build off of Vincor’s growing knowledge of international distribution networks to gain market share in this fragmented market. A unified international strategy will cut costs and lead to higher quality wine at lower prices, which will receive some protection from recessions. Continue to build relationships with US vendors, which will in turn give the company better information about American consumer preferences. Akke 12 EXHIBIT 10: Global Integration – National Responsiveness Grid (Wine Industry) Forces for Global Integration Industry Forces for National Responsiveness Forces for Global Integration Forces for National Responsiveness Diversified geographical base to protect against adverse weather, economic and customer taste differences. Fragmented market leaves plenty of market share ready for the taking. Potential distribution and sales team economies of scale. Diversified geographical base for grapes, which can lead to distinctly blended flavors. Varying differences in consumer preferences throughout New World countries. Differences in economic development leads to different standards of living and thus differences in the cost of wine consumers can afford. All distribution networks are very localized without any global retail chains. Alcoholic products are subject to different tariffs and government sanctions based upon an individual country’s value system. Akke 13 EXHIBIT 11: Global Integration – National Responsiveness Grid (Vincor) Vincor Forces for Global Integration Forces for National Responsiveness Responses to Global Integration Has expanded operations into the United States to tap diversify its winery locations to include Washington and California. Has set on a path to success that seeks to gain market share in both the United States and throughout Asia. Has developed distribution and sales team synergies in the United States with recent acquisitions. Now has grapes grown throughout Canada, the United States and various other countries. Responses to National Responsiveness Vincor has different strategies for its different Canadian and United States based markets that allows management to effectively respond to differing consumer tastes. Focuses on popular superpremium wines throughout North America while focusing its Asian operations upon ice wines. Utilizes different distribution networks in each country; in Canada has its own retail chain, in the US it utilizes private retail chains and in Asia they focus on duty-free outlets. Akke 14 EXHIBIT 12: Evaluation of Global Integration – National Responsiveness Efficacy Vincor’s mission statement is to become a top-10 wine producer (currently 22nd in the world by revenue) by producing premium wines for the New World while controlling sales and distribution channels in all premium wine consuming regions. To reach this international goal, Vincor seeks to utilize the largest New World markets; the United States, Australia, Canada, and Japan. To be a market player, Vincor sees that it is necessary to be a major player in five to six regions. It appears that Vincor has taken the necessary steps to move towards their stated purpose. In the last two years they had expanded operations out of only Canada and into the United States, capturing market share in the two biggest U.S. wine producing regions (California and Washington state). This expands its distribution and sales teams and has led to greater revenues, and thus greater sales growth. It was important to expand into the United States because it is one of the largest premium wine consuming regions in the world. However, this U.S. expansion conflicts with Vincor’s goal of controlling all distribution channels that it is a part of, since the U.S. relies upon a three-tier system. Overall, it looks as if Vincor is doing well to respond to global forces for integration and forces for national responsiveness. It has diversified its geographical holdings while still allowing managers to respond to localized consumer preferences. It is focusing its operations on the premium wine segment, but recognizes that consumer bases in Asia have different preferences than in Canada and the United States. It has developed its own retail distribution chain in Canada, but relies upon localized distribution laws in the United States while focusing on costefficacy in Asia. So overall, it appears that Vincor is responding to these driving forces very admirably. Akke 15 EXHIBIT 13: Evaluation of a Potential Goundrey Acquisition Vincor’s Goals: 1. Become a top-10 global wine producer. 2. Focus upon premium wine consuming regions. 3. Control sales and distribution channels in premium wine consuming regions. 4. Utilize the largest New World markets. 5. Be a large international player in 5-6 regions. 6. Grow ice wine over 200% in 5 years. 7. Double US Sales. 8. Make CDN$350 million in acquisitions. 9. Increase Canadian revenues by CDN$100M. Attractiveness Test Cost of Entry Test Goundrey has shown strong sales and EBITDA growth from 1999 to 2000 but fell off in 2001 (likely due to management being preoccupied). With an overall price of AUD$64.5 million, Vincor would be paying an earnings multiple of about 18 over 2001 EBITDA. Australia represents a very strong New World market place for premium wines. It enjoys 26% in consumption growth annually. Goundrey has a strong distribution network throughout four Australian states, in each of which Goundrey is the distributor’s most important client. 85% of Goundrey’s business is in the $15-$30 superpremium wine market. Goundrey only exports 3% of its goods, but Australia is the number one exporter to the UK, which is a very important wine import nation. Goundrey has its own bottling capabilities that could help spur export growth. Western Australia has a good reputation for super- and ultrapremium wines. Goundrey enjoys strong salesforces in New South Wales and Queensland. Australia is located closer to Asia, representing an opportunity to expand exports into Japan and Chinese markets, and thus expand on Vincor’s ice wine industry. However, due to Goundrey’s CEO’s age and decreased interest in the business over the past year, it is more important to look at 2000’s numbers to be a true indicator of company valuation. Based on 2000’s EBITDA, Vincor could buy Goundrey for an earnings multiple of 10.75, which represents a very reasonable valuation for the company. Thus, the cost of entry test shows that the acquisition of Goundrey at $64.5 million is a reasonable price. Better Off Test The only thing holding up this deal is the lack of apparent synergies. Goundrey is located on the other side of the world of Vincor, and so there can be almost no synergies gained from sales and distribution network overlaps. However, Goundrey’s CEO needs to sell the company for personal reasons. If he is unable to sell the company to a more focused management team, the company may continue to flail. For this reason, it appears Goundrey would be better off if bought by another company. Based on the attractiveness test, we see that Goundrey fits many of Vincor’s goals. Australia represents a strong market for Vincor to gain domestic market share, and locationally it could one day act as a strong distribution center for exports to Asia and the United Kingdom. For this reason, it is my conclusion that these companies would be better off together than apart.