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  1. #4921
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    Quote Originally Posted by Norwest View Post
    Before the seeds sale they had A/NZ bank facilities of:
    $150m term (was to be maturing today - fully paid off)
    $50m working capital (was maturing today - fully paid off)
    $22.82m additional

    After the seeds sale their A/NZ bank facilities:
    $50m core facilities
    $70m working capital

    One year ago today they had $2.6m current debt + $9.58m for senior debt.
    I got my capital repayment on 14th August 2019. So 'last year', as at 30th June 2019, PGW was holding heaps of net cash. You can't get an accurate prospective picture of 'PGW Rural Rump' going forwards by studying the published 30th June 2019 PGW balance sheet in my view.

    Quote Originally Posted by Norwest View Post
    What you are saying above is that they have drawn down their entire working capital of $67.4m in 12 months. I find that preposterous. How did you come up with that figure?
    Most of my figures are from page 10 in the document below.

    https://www.pggwrightson.co.nz/-/med...otes.pdf?la=en

    That page contains a pro-forma balance sheet for 'PGWRR' on May 19th 2019. I have taken figures from there and used them as estimates of the financial position of a 'separated' PGWRR on June 30th 2019. The way that I understand PGW to operate is that they build up a lot of seasonal debt by filling up their retail shelves and lending money to farmers to buy animals (the GoBeef and GoLamb livestock finance schemes). So roughly, debt is at a minimum at the 30th June balance date and it ramps up to near a maximum at the 31st December half year.

    I am not saying that PGW have drawn down all their working capital in twelve months. I am saying that they have banking arrangements that allows PGW to draw down up to $70m of working capital at the mid year peak, and then reduce that working capital balance down to zero again at EOFY. There is no problem with the 'Senior Debt Coverage Ratio" (SDCR) as at 30th June provided all the working capital debt is returned. But that 30th June date shows this company in its best possible light, debt wise. My 31st December balance date calculation shows the company in its worst possible light,

    Balance asked:
    "Do you know how debt covenants apply in the case of PGW with its seasonal funding profile? "

    No I don't. But I will bet they wouldn't just look at the most favourable capital position through the farming season (the 30th June figure). Nor would they look solely at the least favourable position (the 31st December figure). Do they take some kind of averaged debt figure in the middle? I genuinely don't know. There is something I do know though.

    If PGW invested a whole lot of money into stock (both stuff on the retail shelves and animals) and they didnt get what they paid for that stock back, then the company debt would go up. I admit I am being extreme when adding the working capital onto the debt to calculate SDCR.and then checking for the Senior Debt Coverage Ratio at that point. That would imply that PGW spent heaps of money on stock and lost it all. But we do know that PGW failed to make a profit in the second half. So the question of exactly how much PGW lost on stock over the year is a fair question. Thinking about it further, PGW could lose up to $70m/2 = $35m in stock over the year and still meet the end of year SDCR target. Or they could lose $35m/2 = $17.5m worth of stock and meet a between six monthly reporting dates 'middle' target. Looking at the problem with this perspective Norwest, I guess you are right in calling me out over failing PGW on the SDCR target. It could yet be a problem if a whole lot of calves PGW had funded got foot and mouth as an example. But there is no sign of that. I am prepared to let PGW off my high level SDCR hook, even if I don't understand how 'seasonal' bank covenants work.

    My criticism of PGW not being able to fulfill their 'Fixed Cost Coverage Ratio' obligations stands.

    SNOOPY
    Last edited by Snoopy; 31-07-2020 at 06:59 PM.
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  2. #4922
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    Quote Originally Posted by Snow Leopard View Post
    So you reckon they are going to ask for the interim dividend back?
    Well I wasn't going to put the phrase 'cash issue' on the table. But since you have Snow Leopard....

    Here is another scenario on why BAIC has been brought onto the share registry. Suppose post Covid-19, PGW has decided they need a chunk of cash to -finally- bail out their pension scheme and do some other rationisation and re-organisation. Let's say they organize a modest cash issue: 1:10 at $2 for example. That would raise :

    1/10 x $2 x 75.484m = $15.090m

    About the right amount. But suppose Alan Lai did not wish Agria to participate in the cash issue. He could arrange to sell his rights to BAIC. BAIC could afford to take up their own rights and the pro-forma Agria rights and still remain under the 20% shareholder thresh-hold where a full takeover offer would be triggered. Thus Alan Lai, via his mates at BAIC, still retains effective control of PGW (don't let the NZX read this!). Lai gets a small cash payment for his rights, which makes up for the soon to be cancelled final dividend. And PGW get their money to finally plug their superannuation scheme hole. Finally PGW remains listed as a 'solid New Zealand company' that farmers will be proud to support. No takeover, but winners all round. What do you think?

    SNOOPY
    Last edited by Snoopy; 31-07-2020 at 07:35 PM.
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  3. #4923
    percy
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    This is an email I sent to a friend on 27/2/2020.



    Spoke to CFO Peter Scott.

    Did not cover capex.

    Negative cash flow is seasonal,with build up of spring grass [stock].

    It is offset by the increase in receivables.

    The June half sees them cash flow positive.

    He said this half's cash flow was better than last year's, so is pleased with the improvement.


    PS.From memory debt was $59 mil of which $37 mil was invested in their very successful "GO" products.
    So their debt is not an issue.[ to me ].
    Last edited by percy; 01-08-2020 at 11:12 AM.

  4. #4924
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    Quote Originally Posted by percy View Post
    This is an email I sent to a friend on 27/2/2020.



    Spoke to CFO Peter Scott.

    Did not cover capex.

    Negative cash flow is seasonal,with build up of spring grass [stock].

    It is offset by the increase in receivables.

    The June half sees them cash flow positive.

    He said this half's cash flow was better than last year's, so is pleased with the improvement.
    Snoopy's numbers are way off beam like all of his other alarmist 'debt problem' postings over the last 12 months.

    Firstly, bank covenants are usually measured and monitored twice a year - at the half year and on balance date.

    Secondly, PGW's balance date on 30 June as you posted above is when their debt falls to a seasonal low. So to add the $70m of seasonal debt facility to total debt on 30 June makes as much sense as farmers attempting to plant corn in winter!

  5. #4925
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    Quote Originally Posted by Snoopy View Post
    Using my 'forecast data' from post 4701

    Senior Debt Coverage Ratio" (SDCR) 2020f =Senior Debt"/EBITDA
    =( $3.920m + $31.742m ) / $23.5m = 1.6 < 3.00 (good) => PGW passes this SDCR test

    That is the balance date figure. Things don't look quite so good with $70m of seasonal bank finance thrown in:

    "Senior Debt Coverage Ratio" (SDCR) 2020f = "Senior Debt"/EBITDA
    =( $3.920m + $31.742m + $70m ) / $23.5m = 4.5 > 3.00 (bad) => PGW fails this SDCR test
    The above calculations are with forecast data from May 2019. We don't yet know what the SDCR input figures are for June 30th 2020, although we don't have much longer to wait. We do however have the half year -actual- debt position. So I am happy to recalculate SDCR using the actual figures in the half year accounts;

    =( $20.000m + $40.000m - $0.682m + $10m ) / $23.5m = 2.95 < 3.00 (good, but only just) => PGW passes this SDCR test

    Notes

    1/ I have observed that there has been a $10m blowout between accounts payable and accounts receivable. If PGW paid their accounts in accordance with the pattern on the prior comparative periods then debt would be $10m higher. Withholding your accounts payable is not a legitimate tool to reduce debt IMO. This is why I have added $10m to the debt figure.
    2/ I have not added back the GoLivestock assets to offset against debt. While PGW can expect to repaid on their investment in fattening up livestock, there is no guarantee this expectation will be met.


    Quote Originally Posted by Balance View Post
    Snoopy's numbers are way off beam like all of his other alarmist 'debt problem' postings over the last 12 months.

    Firstly, bank covenants are usually measured and monitored twice a year - at the half year and on balance date.
    I am surprised at this answer Balance. It doesn't seem right to apply the same debt covenant with the same number at the time of having 'maximum stock on hand' as you would when all the stock has been sold at the end of the season and your 'stock money' is in the bank. However, I have done my calculation anyway, as per your instructions, and the result looks very marginal. If their accounts payable actually matched their accounts payable for the half year, or instance, then PGW would be in default of this covenant. That is how 'knife edge' their debt position is.

    Secondly, PGW's balance date on 30 June as you posted above is when their debt falls to a seasonal low. So to add the $70m of seasonal debt facility to total debt on 30 June makes as much sense as farmers attempting to plant corn in winter!
    The information I was going on with the forecast calculation was assuming PGW made full use of all their seasonal funding facilities. Obviously they have not done this which reduces their debt position. In fact if you regard the current funding position of $40m as the seasonal funding facilities actually used, then they are only borrowing at $40m/$70m = 57% of their banking syndicate allowance Given that lamb and beef farmers were largely least affected by Covid-19, this is not good news, as it means the business was operating at well below potential. But my assumption of $70m (the full bank allowance) of 'stock debt' on the PGW books at the end of the financial year was unduly pessimistic. I will grant you that. None of that fixes the mid year covenant issue though.

    SNOOPY
    Last edited by Snoopy; 01-08-2020 at 01:43 PM.
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  6. #4926
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    Quote Originally Posted by percy View Post
    This is an email I sent to a friend on 27/2/2020.

    Spoke to CFO Peter Scott.

    Did not cover capex.

    Negative cash flow is seasonal,with build up of spring grass [stock].

    It is offset by the increase in receivables.

    The June half sees them cash flow positive.

    He said this half's cash flow was better than last year's, so is pleased with the improvement.


    PS.From memory debt was $59 mil of which $37 mil was invested in their very successful "GO" products.
    So their debt is not an issue.[ to me ].
    The real issue is the reporting period between now and the end of the FY2021 half year in December 2020. We know that the EBITDA for 2HY2020 was close to zero. We also know, as per Peter Scott's comment in your e-mail, PGW would expect negative cashflow in the first half of FY2021. So we have the very real possibility of an EBITDA of zero for the whole of calendar year 2020. We can argue what we like about the true representative level of year round debt that PGW has. But the awful truth of the situation is, if you have no EBITDA, you cannot service any debt. And if you are on the customer side of the bank managers desk and you stare him down and say:

    "Well I have no money to pay any interest bills now, but all will be hunky dorey when my crops are harvested over the summer."

    How would your bank manager respond? Wouldn't your bank manager be looking for a bit of security to back up your repayment promise? And how does a corporate get security? Two words: "cash issue".

    SNOOPY
    Last edited by Snoopy; 01-08-2020 at 02:00 PM.
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  7. #4927
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    Quote Originally Posted by Snoopy View Post
    The real issue is the reporting period between now and the end of the FY2021 half year in December 2020. We know that the EBITDA for 2HY2020 was close to zero. We also know, as per Peter Scott's comment in your e-mail, PGW would expect negative cashflow in the first half of FY2021. So we have the very real possibility of an EBITDA of zero for the whole of calendar year 2020. We can argue what we like about the true representative level of year round debt that PGW has. But the awful truth of the situation is, if you have no EBITDA, you cannot service any debt. And if you are on the customer side of the bank managers desk and you stare him down and say:

    "Well I have no money to pay any interest bills now, but all will be hunky dorey when my crops are harvested over the summer."

    How would your bank manager respond? Wouldn't your bank manager be looking for a bit of security to back up your repayment promise? And how does a corporate get security? Two words: "cash issue".

    SNOOPY
    I believe you have completely miss the point of seasonal funding and seasonal debt!

    Negative cashflow for the peak farming period to 31 December every year (for all rural servicing companies) like PGW is not because of negative EBITDA

    but

    because of the build up of receivables and inventories (as in working capital).

    The situation then reverses itself as the peak season winds down to 30 June when the working capital reduces and the company becomes cashflow positive!

    That's why banks have always been very very happy to provide seasonal funding and in the farming sector, why seasonal funding is an essential part of running a farm.

    Go back over PGW's accounts over the years and you will see how that works.
    Last edited by Balance; 01-08-2020 at 02:58 PM.

  8. #4928
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    Quote Originally Posted by Snoopy View Post

    Balance asked:
    "Do you know how debt covenants apply in the case of PGW with its seasonal funding profile? "

    No I don't. But I will bet they wouldn't just look at the most favourable capital position through the farming season (the 30th June figure). Nor would they look solely at the least favourable position (the 31st December figure). Do they take some kind of averaged debt figure in the middle? I genuinely don't know.
    My criticism of PGW not being able to fulfill their 'Fixed Cost Coverage Ratio' obligations stands.

    SNOOPY
    For the record, banking covenants are measured against fixed points in time - always the balance date.

    For companies which banks are concerned about, additional covenants will be imposed as banks lend these days principally on 'negative pledge'.

    This means that companies undertake NOT to provide security to any one single banker or creditor. Instead, the companies undertake to be in compliance of an agreed set of banking covenants which the companies must adhere to.

    Events of default must occur before banks can enforce remedial action - most common default event is missing interest and/or principal repayments.

    There is no suggestion that banks are even remotely concerned about PGW's banking covenants - heck, the company is one of the few to actually pay a dividend this year right in the thick of NZ's pandemic & lockdown!
    Last edited by Balance; 01-08-2020 at 03:03 PM.

  9. #4929
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    Quote Originally Posted by Balance View Post
    I believe you have completely miss the point of seasonal funding and seasonal debt!

    Negative cashflow for the peak farming period to 31 December every year (for all rural servicing companies) like PGW is not because of negative EBITDA

    but

    because of the build up of receivables and inventories (as in working capital).

    The situation then reverses itself as the peak season winds down to 30 June when the working capital reduces and the company becomes cashflow positive!

    That's why banks have always been very very happy to provide seasonal funding and in the farming sector, why seasonal funding is an essential part of running a farm.
    The 22nd October 2019 press release from PGW said

    Guidance and dividend policy update

    "PGG Wrightson Limited* (PGW) Chairman Rodger Finlay announced today ahead of the annual shareholders meeting that “Whilst it remained too soon to provide firm guidance about expectations for FY2020, the Board reaffirmed confidence that PGW would achieve Operating EBITDA in excess of $30 million (before adjusting for the impact from the new accounting standard for leases: IFRS16).”

    Fast forward to 21st July 2020 and we get

    PGG Wrightson Trading Update

    "PGG Wrightson Limited* (PGW) announced today that it expected to report an Operating EBITDA** result for the full year to 30 June 2020 in the $23 to $24 million range (excluding the application of the new accounting lease standard, NZ IFRS 16)."

    Given the half year EBITDA equivalent figure was $23.7m, it is clear that PGW has had a shocker of a second half. EBITDA was effectively zilch. NPAT figure - a loss. There is no way to sugar coat this half year result. Yes they would have had good cashflow at an operational level at least. (Some of that good cashflow may have gone into propping up the superannuation scheme yet again - we will see.) But the simple fact is, if you get good cashflow, but that cashflow doesn't cover your stock purchase outgoings, then you have less money in the kitty to stock up the shop for next year. And that means, all things being equal, you need to borrow more just to keep your business operating at a steady level. If PGW was a farmer, you could say they had a drought (of profits) year. Now one drought year does not make you a bad farmer. I have confidence that PGW has the ability to come back. But what if next year is a drought year as well? Remember PGW was not exactly debt free going into the FY2020 drought. At some point our 'farmer' must shore up his capital position. And PGW has already sold off their property assets. So it would make sense, while the PGW share price is still overvalued, to have a small cash issue to shore up their capital position to back where it was after the seed business was sold and the special dividend paid.

    SNOOPY
    Last edited by Snoopy; 01-08-2020 at 03:35 PM.
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  10. #4930
    percy
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    I expect PGW's bank will react the same way Visa did when my wife overspent her limit.
    "As we did not set your limit high enough we have since increased it."...........................lol.

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