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Allied accounts show NZ$220 mln cut in Hanover asset values; Kawarau delays; Matters referred to authorities (Update 2)

Posted in News

By Bernard Hickey Rural services and finance group Allied Farmers has released first half results showing it has written down the value of Hanover Finance and United Finance assets acquired just two months ago by NZ$220.7 million to NZ$175.5 million because of new accounting rules and the discovery of delays and problems with some projects and loans. Some of the details of the transactions arranged by previous Hanover Finance owners Mark Hotchin and Eric Watson had also been referred to authorities, Allied Farmers said. (Update 1 includes S&P giving Allied Nationwide Finance a BB minus credit rating, which Allied says is one notch below the BB rating needed to be in the government's deposit guarantee scheme (Corrected from earlier saying BB minus is just enough for scheme), Update 2 includes CEO's reaction to rating) Allied Farmers Chief Executive Rob Alloway told interest.co.nz most of the writedowns were required under international reporting requirements that use the net present values of assets rather than total cash returns, but that some loans were now worth less than Allied Farmers estimated when it bought them in December because of underlying problems with their performance. The NZ$210 million development of stage 1 of the Kawarau Falls hotel and residential project near Queenstown was now 4-5 months behind schedule and 'significantly' over budget, Alloway said. Hanover Finance had a second mortgage on the project, which is now in receivership and being managed by receivers Korda Mentha.

"There's still a huge amount of uncertainty. We still don't know when it's going to open and it will be a challenge to recover much of that loan," Alloway said, adding he could not also justify spending a further NZ$200 million to NZ$300 million on the second and third stages of the luxury residential development on the shores of Lake Wakatipu in the Alpine resort area. Allied Farmers successfully convinced Hanover Finance investors on December 8 it should buy the Hanover and United assets from debenture holders with new Allied Farmers shares. It valued those shares at NZ$396.2 million when the vote passed by a whisker on December 8, issuing 1.914 billion shares at 20.7 cents a share. The shares closed at 10 cents a share on Monday, minutes before the first half result was released. Fresh capital still needed Allied Farmers also announced its Allied Nationwide Finance company still needed to raise fresh capital from its parent and had yet to receive a credit rating, despite new Reserve Bank rules that it required a credit rating by today. Alloway said he was expecting Standard and Poor's to deliver a credit rating within the next 24 hours and that he would be "pleasantly surprised" if it received the BB rating necessary to participate in the government's extended deposit guarantee scheme beyond October. Standard and Poor's later granted Allied Nationwide a BB minus rating with a negative outlook. Alloway told interest.co.nz late on Monday that he believed the BB minus rating was unsufficient for Allied to enter the extended scheme, but that there was time for Allied to transfer over enough fresh capital to secure the one notch upgrade to enter the scheme by early October) The full statement from Standard and Poor's is below. He said the initial plan had been to transfer good loans from the Hanover/United book into Allied Nationwide Finance, but that he had held back from injecting them into the finance after discovering the true state of the Hanover/United loan book over the last two months. 'Some unusual things' Meanwhile, Alloway said Allied Farmers had discovered some items in documentation around loans made by Hanover Finance that it didn't understand and had referred to authorities. "We have found some unusual things in some of the loans and we've forwarded them to the authorities," Alloway said. Asked if those authorities included the Serious Fraud Office, he declined to give further details. "Let's just say there were certain transactions that were particularly unusual," he said. Allied Farmers had also found some loans for residential investment projects on the Gold Coast in Queensland that were likely to generate returns less than originally forecast. Standard and Poor's rating Later on Monday Standard and Poor's granted Allied Nationwide a BB minus credit rating with a negative outlook. Here is the full statement below:

Standard & Poor's Ratings Services said today that it has assigned its "˜BB-' long-term counterparty credit ratings on New Zealand finance company Allied Nationwide Finance Ltd. (ANFL). At the same time we assigned our "˜B' short-term rating. The outlook is negative. The counterparty credit ratings on ANFL reflect: the finance company's weak stand-alone capital, noting that improvement is anticipated during 2010; recent asset quality deterioration; and that it remains beholden to debenture-holder confidence as a material amount of debenture refinancing is expected between March and October 2010. These factors are offset by its status as a core operating entity within the recently recapitalized Allied Farmers Ltd. (AFL) group, and its business profile being more diverse relative to domestic peers'. "The negative outlook reflects our view that downside risks to the rating will likely prevail in 2010," Standard & Poor's credit analyst Gavin Gunning said. "We are unlikely to give full credit to AFL's recent recapitalization until valuations underpinning assets purchased from Hanover Finance Ltd. and United Finance Ltd. stand the test of time. Further, Standard & Poor's comfort regarding the current rating depends on AFL's ability to transfer capital from AFL into ANFL. This hasn't happened yet, but is expected in coming months. Negative ratings pressure is unlikely to ease until ANFL navigates debenture refinancing out to October 2010 and until we see meaningful and lasting signs that asset quality is recovering."

Here is the full statement below from Allied Farmers:

Allied Farmers Limited today announced an unaudited operating loss after tax of $15.68 million (2008: $3.91 million loss) for the six month period ended 31 December 2009. After accounting for non-operating and non-cash items, including the $3.84 million impairment of goodwill in its investment in subsidiary Allied Nationwide Finance, the Group result was a loss of $11.84 million (2008: $4.76 million loss). Corporate expenses for the period included acquisition costs of $5.12 million, directly related to the purchase of the Hanover Finance and United Finance assets. Chairman John Loughlin said "The Company has been through a challenging time, in which we have witnessed the failure of many businesses. This result is largely in line with expectations, and the acquisition of Hanover and United assets has clearly strengthened our position. This will allow us to take advantage of any opportunities which might arise short to medium term". Managing Director Rob Alloway said that while core business performance has started showing signs of improvement in 2010, the first half year had been extremely difficult for the company. Key rural and financial services sectors have not yet normalized following the global financial crisis, although there were positive signs in sectors such as dairy and asset finance. Finance subsidiary, Allied Nationwide Finance, contributed a group unaudited net loss after tax of $1.21 million for the period. The operating surplus before tax and loan provisioning was $2.91 million with the bottom line result impacted by impaired asset expenses of $4.62 million and the costs of holding surplus cash reserves. The result was also before the recognition of $1.54 million of after tax gains on the revaluation of interest rate derivatives for the period, resulting in an underlying group surplus attributable to the parent of $0.33 million. "Pleasingly arrears levels have remained steady signaling a strengthening position in the market and the number of participants in the segment has declined therefore we are starting to enjoy the benefits of less competition" said Alloway. Rural services subsidiary, Allied Farmers Rural continued to be effected by the significant reduction in farm income in the dairy sector in the prior period resulting in a net loss after tax of $0.90 million (2008: $2.70 million profit) for the period. Revenue in the rural business was down 32% on the same period last year, predominantly due to weak sales in the merchandising and livestock divisions. Third quarter trading conditions are however exceeding expectations with livestock trading particularly buoyant due to increasing export schedules, good rainfall in some regions, and an improved outlook for dairy commodity prices. Internet trading of livestock through the portal mylivestock.co.nz continues to grow with steady increases in membership numbers resulting in strong interest for listings. This month the company will launch an extension to the service allowing farmers to trade feed such as maize and hay, an industry first in New Zealand. As part of the half year process, the assets of Hanover Finance and United Finance, acquired by Allied Farmers in December 2009 through a share for debenture swap, have been consolidated into the balance sheet at an IFRS accounting fair value of $175.52 million. "The Allied Farmers board with guidance from external advisors has undertaken a provisional fair value assessment on what we still consider to be a challenging group of assets. Since settlement of the transaction, a number of positions have softened further than expected. We have taken the opportunity to review each position incorporating any new developments which have come to hand, when assessing fair value" Alloway said. While we are confident a number of realisations can be achieved in the medium term, there is uncertainty attached to some positions. For the purposes of 2010 year end financial statements, the company will complete further fair value assessments which may result in changes to the provisional fair values stated as at 31 December 2009. In the period leading up to settlement, the value of assets transferred was decreased by a net amount of $20.71 million. This decrease related to asset realisations, loan advances, asset restructures, provisioning, and bad debt write offs approved by the board and management of Hanover Finance and United Finance. The initial transaction value was calculated on a gross realisation basis; however the New Zealand International Financial Reporting Standards (IFRS) require acquired assets and liabilities to be recorded at acquisition date fair values. This is done with reference to net present value, after discounting the expected realisation cash flows at applicable interest rates. The IFRS interest adjustment to recognise the period of expected realisation of the loans transferred, results in a $55.95 million net decrease in the value of the acquired assets. Subsequent to these decreases, further fair value adjustments of $27.86 million have been attributed to property assets (held for resale), $16.83 million to investments, and $99.30 million to finance loans, the latter heavily impacted by uncertainties associated with stage 1 of the Kawerau Falls Station project in Queenstown. This in turn has affected prospects for further development on Kawerau Falls Station stages 2 & 3 where the company has major exposures.

AlliedFarmers 1st Half Result PDF

We welcome your help to improve our coverage of this issue. Any examples or experiences to relate? Any links to other news, data or research to shed more light on this? Any insight or views on what might happen next or what should happen next? Any errors to correct?

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40 Comments

"There’s still a huge amount

"There's still a huge amount of uncertainty. We still don't know when it's ( Kawarau Falls project) going to open and it will be a challenge to recover much of that loan," Alloway said. " Allied Farmers had discovered some items in documentation around loans made by Hanover Finance that it didn't understand"
Err... it's called due diligence Rob. But, from your own words, it sounds to me like you didn't know what you were getting into.
This, on top of David Hillary this evenig. Tomorrows going to be fun!
http://www.lostsoulblog.com/2010/03/south-canterbury-finance-reports-hug...

<i>Since settlement of the transaction,

Since settlement of the transaction, a number of positions have softened further than expected.

Yeah, right!

How ludicrous to imply the "situation" has changed, or "softened" in the past two months... the global deleveraging forecast was just as bad in December as it is now.

Somehow, I don't think this explanation passes the "reasonable person" test - because any "reasonable person" ought to have known where this would head.

What a nightmare for those Allied shareholders who opposed the "hanover/handover" move.

God darn it,who could have

God darn it,who could have seen that one coming.

Some of the details of the transactions arranged by previous Hanover Finance owners Mark Hotchin and Eric Watson had also been referred to authorities, Allied Farmers said.

Now thats a surprise, pillars of society like them. I wonder which authority- parking meter maid,building inspector,dog ranger??

Bernard - to be eligable

Bernard - to be eligable for the guarantee extention - rating has to be BB or higher (ex Treasury website). BB- does not make it

Given this is NZ, AndrewJ

Given this is NZ, AndrewJ - it'll more likely be (one of the) wet bus ticketing authority.

Anyone see another sinking ship?

Anyone see another sinking ship?

@Justice - How can this

@Justice - How can this sink ALF?

Whatever they get out of the Hanover assets is all cash to ALF - there is no downside to the company / group itself.

Think about the transaction that was undertaken and it will become obvious.

Now, the shareholders (pre-existing and ex-Hanover) might well feel shafted, but I would contend that the ex-Hanover ones probably are no worse off still.

It is the pre-existing ALF shareholders who have been truly done over.

Alan.

LOL!

LOL!

What a con job on

What a con job on Hanover Investors! First do 'due diligence', second attribute a favourable value to the assets to be acquired, third narrowly get the deal approved, fourth write down the value of the assets acquired to the value you figured out when you did the due diligence, and hey presto, you've attributed two values to the same assets with a single lot of due diligence. Although the deal had and still has some merit, the way they did it is really devious, and I'm sure most of the unfortunate investors in Hanover didn't see this coming (I didn't, though I did suspect the value attributed to the assets was about twice what they'd recover from them, I didn't figure out that it was a deliberate con to get Hanover investors to approve the deal).

I'm sure that this won't help the perception that the NZ share market and securities markets aren't a fair place for households to invest directly in, especially when you add all those finance company moratoria that were approved and are now looking a lot worse than the plan. Investors beware!

The more I look at

The more I look at the way they accounted for this deal, the more devious is appears. They never put the originally attributed value on those assets onto their books! They literally used one value to get the deal done and another one to account for it!

'The initial transaction value was calculated on a gross realisation basis; however, the IFRS require acquired assets and liabilities to be recorded at acquisition date fair values.'

I reckon if I dug up the promotional material I'd not be able to find the words 'gross realisation basis' or anything like undiscounted and before provisions value, which is basically what it was. I can't even find the offer details anymore on Allied Farmers or Hanover websites.

Alan, anything can sink, IF

Alan, anything can sink, IF the conditions are right. Have you not seen enough proof of late? from around the world. just out of curiosity do you have shares in ALF?

Anon Many thanks. I have

Anon

Many thanks. I have corrected and updated on the BB- credit rating
cheers
Bernard

@Justice: Of course anything can

@Justice: Of course anything can sink, but if that is your view then everyone should sell up every investment they have, and become a survivalist - what use posting in that case?

My question to you is how you are arriving at the conclusion that the Hanover deal makes it MORE likely that ALF will fail? What is your analysis?

No - I don't hold any ALF, but if they get down below 10c I'll start having a look at them in more detail.

Alan.

@ Justice - you have

@ Justice - you have no idea

Bernard Hickey advised Hanover investors

Bernard Hickey advised Hanover investors to do the deal. It was here on his blog about the time the vote was taking place. Despite what Bernard Hickey thought/thinks, the Allied guys are just as bad as Watson and Hotchin in my book. The whole thing absolutely stinks. They've just tricked people into doing this deal in order to gain control of these assets. They don't give a damn about their shareholders. I can't believe the people who say they couldn't see this coming. Why would anybody trust Alloway? Shareholders just seem to be treated with total contempt, just suckers to be bilked.

I think Bernard was right

I think Bernard was right to recommend the deal to the Hanover investors.

If the assets are only worth $200m today then that is what they are worth. It doesn't make much difference whether they are inside ALF or not.

The ones who got done, are the ALF shareholders, not the Hanover investors.

Alan.

Disc: I wasn't an ALF or Hanover investor - just an interested bystander

WOW !! New Zealand has

WOW !! New Zealand has such great Financial sector businessman !!!
No wonder the country is in such great state !! Keep it up guys .....soon you will reach Financial Nirvana !!

"We don't know this is the real situation "
"We didn't realise...."
"We thought that it ..."

My kids used to say those things to me.

The things is I don't

The things is I don't trust anything Allied Farmers say. First it's "the assets are worth heaps - we'll get full value for you, a reciever won't, do the deal!!!!" becomes "the assets aren't worth anywhere near what we thought: that value we told you we'd be extracting - it won't be happening....forget about ever seeing a dividend".
How long did it take for this change to happen? Two months. I think it's time to get an outside party in to look at the Allied books. This is just one bunch of crooks taking over the assets of another bunch of crooks.

I will leave the country

I will leave the country if they give the Eric and Mark the knighthhod like they gave those guys who bought NZ Rail (David & Fay)

But gbMan... its much worse

@gingerbreadman They'll instead give the

@gingerbreadman
They'll instead give the knighthood to Dr Cullen who bought NZ Rail for a song. ;-)

We are so tame. Imagine

We are so tame. Imagine the same thing happened in Russia or Italy.. the mob will deal with them or people will revolt!

I'd like to see a

I'd like to see a TV doco on the whole Hanover / Allied saga to this point. No need to sensationalise it...just lay out the events as they have happened. The fact that this sort of disgraceful farce is being perpertrated against investors by greedy 'business people' and there is seemingly nothing that can be done is a story that needs to be told & the wider public made aware of.
The second thing I'd like to see is Allied collapse. Then a govt enquiry can be held into the whole rotten business. I know that's harsh for Allied shareholders but these types of situations where people manipulate shareholders with total contempt in order to control assets deserve a karmic outcome for the 'business people' responsible.

Probably a smart move from

Probably a smart move from ALF to get as low a value as possible now, you can then blame Hanover throw in unsubstantiated claims of dodgy loan docs that are being referred to authorities then when the loans come in better than the value they can pat themselves on the back.
Its a confidence trick but for Hanover investors BH is right they should have done the deal, they were daft not to put it in recievership first time round so on balance a debt for equity swap was the only option left.

FYI Allied Farmers shares fell

FYI Allied Farmers shares fell 19% to 8.1c this morning.

http://www.nzx.com/markets/NZSX/ALF

I don't equate Allied's Alloway with Hanover, Hotchin and Watson. Rob Alloway has been completely open with the public and press. He's doing his best for shareholders. He's in it with them and stands to lose more than the rest. He gave it a go.

Hotchin and Watson will be the focus of authorities' inquiries and investors' anger.

cheers
Bernard

I think people ar elooking at

I think people ar elooking at the Hanover/Allied deal from the wrong angle - What if ALlied were in such a precarious position BEFORE the hanover deal (equity position that is) that if they hadn't have done the deal they would have had no equity and would have been insolvent. BY doing the deal they may have dilluted Allied Shareholders holding to a negligable percentage but surely 3% of something is better than 100% of nothing!. I wonder if also because they bought the hanover assets at $400m then have writen them off - do they get the use of the losses as a tax benefit going forward? can anyone answer this?

NZ Inc is looking good

NZ Inc is looking good from what I see reported in todays news:

Genesis Research reports loss
Mercer Group reports loss
Wellington Drive reports loss
Allied Farmers reports interim loss
Canterbury Finance disclosed provisions for losses
......
......

One would hope that Hanoverians

One would hope that Hanoverians remember who first got them into this pickle : Hint , look in the mirror , guys ! And second , who decimated their investment monies : Eric & Mark .

[ Rob Alloway is well intended , but perhaps , out of his depth with this deal . ]

And as for Bruce Sheppard : Order of the Golden Army Helmet to you , Sir . Bravo . .................... We'll listen to him from now on , won't we , team !

St. Nick : Released on

St. Nick : Released on the NZX @ 10:20 a.m. today , the half year result for Pumpkin Patch Ltd . Leemee see what we find : Net profit after tax up 50 % on the corresponding 6 month period last year ; bank debt down 70 % , and an interim dividend 50 % greater than last year's interim .

Gosh Hanoverians/Allied investors : Meebee this is wot you should look for . Competent directors , growing profits , and regular dividends .............. Hmmmmmmm , Smug Gummy Bear sucking sounds coming from the Pumpkin Patch board and their investors , methinks .

@ Nichloas - come on

@ Nichloas - come on that's hardly a shocking list. Genesis research and Wellington drive have never reported a profit in their history and SCF & Allied are the straggling remnants of a decimated and discredited industry.

Don't know much about mercer - on the face of it i would have expected much stronger showing given last years events. But one swallow doesn't make a summer!

Look at it this way.

Look at it this way. Allied Farmers didnt pay for the Hanover assets, as they got them by offering shares. Any value they get from now on in is a gain for the company. The only "cost" to the company was shouldered by their shareholders who have lost huge value in their shares via the shareprice drop. Does the company actually care about that? Not really, except for perhaps Rob Alloway (through Allied Capital) who has a lot of money tied up in ALF.
The Hanover shareholders now have shares in a company, sold to them for 20 cents and now worth 8 cents. They also lose if they sell their shares at todays price. Does ALF care for them?
The sooner ALF can get some of the Hanover loans into Allied Nationwide, the better. They need to get that BB+ rating so that they can secure the govt guarantee, and therefore get people to invest their money with them. Its all about gaining credibilty, and quickly, as any further bad news is going to put investors right off this company.

There are a good many

There are a good many supporters on either side regarding IFRS convergence. However, the ramifications are cause for concern, particularly whenever the US SEC speaks and thousands of companies are impacted.

I do thoroughly enjoy frequenting your blog and appreciate the insights, although I must admit that many things we don't agree on.

Do you consider IFRS convergence something you plan on discussing in greater detail via a side-by-side matchup?

Why as this reposted today

Why as this reposted today (Thursday, May 27, 2010 - 12:51pm)?

Has something changed?

If so, then I would suggest a new post would be more appropriate.

Alan.

.. ... The share price has

..
... The share price has changed , 6.4 cents today . Total market capitalization of ALF is just $ 121 million . ...... Not so long ago Rob Alloway was exhorting the NZX to put ALF into one of the top cap indices ( to generate buying of Allied Farmers shares by the passive index funds ) . Glad that Weldon saw through that little ruse !

Okay - but why is

Okay - but why is Interes.co.nz re-posting an old article in the 'news' section.

This isn't news - it is 'olds'!

Alan.

Okay - but why is

Okay - but why is Interes.co.nz re-posting an old article in the 'news' section.

This isn't news - it is 'olds'!

Alan.

I think people ar elooking at

I think people ar elooking at the Hanover/Allied deal from the wrong angle - What if ALlied were in such a precarious position BEFORE the hanover deal (equity position that is) that if they hadn't have done the deal they would have had no equity and would have been insolvent. BY doing the deal they may have dilluted Allied Shareholders holding to a negligable percentage but surely 3% of something is better than 100% of nothing!. I wonder if also because they bought the hanover assets at $400m then have writen them off - do they get the use of the losses as a tax benefit going forward? can anyone answer this?

Did anyone buy anything, QT

Did anyone buy anything, QT Man? Wasn't it just a debt for equity swap; the Hanover debenture holders accepting Allied shares in a desparate attempt to get some value from their disasterous investment.

I agree - I don't think ALF

I agree - I don't think ALF actually purchased the Hanover assets.

The two sides of the deal were:

Investments / Assets / Receivables $400m

Equity $400m

Now, an interesting point is whether writedowns in the value of those assets are deductible even though they were not purchased for cash (for example).

I don't know the answer to that.

Alan.

Ah ha - You're right Anon -

Ah ha - You're right Anon - CHeers