Andrea Fox: Fonterra has a bigger problem than red ink

Fonterra CFO Marc Rivers, chairman John Monaghan and CEO Miles Hurrell. Photo / File

COMMENT:

Fonterra is facing a crisis more dangerous to its future health than the red ink on its balance sheet - and its failure to today deliver its 2019 financial results as scheduled underlines the peril.

Without milk the big farmer-owned co-operative is toast.

Without shareholder-supplier confidence, the milk tap could be shut off.

With loss of milk supply, Fonterra's processing factories become half full, and the stranded asset problem prophesied by the company's critics becomes a reality.

Eroding shareholder confidence in Fonterra is a clear and present danger, say sector leaders more worried about the ramifications of this than the tankerful of sour, but well-signalled, 2019 financial news heading our way, now due to be unloaded sometime before the end of the month.

Not to imply they don't share the country's dismay at anticipated asset writedowns of up to $860 million which will spawn an expected reported loss of $590m-$675m. Or that they're not asking the same questions as the public about the quality of governance, senior management and auditing in the past six or seven years.

But they're confident Fonterra won't go broke.

Yes, they agree, its debt:equity ratio is too high and it can't pay a dividend for 2019 and has admitted it won't achieve a significant announced goal within the first year of a major internal business review - that of reducing debt by $800m.

And yes, the writedown numbers are shockers - the $200m impairment on the New Zealand consumer business in particular was a bombshell.

But as long as Fonterra has milk price subordination - and the confidence of shareholder-suppliers and their milk - it won't fail.

Subordination means Fonterra can withhold money from its farmers' milk payout to ease strain on the balance sheet.

Eroding shareholder confidence in Fonterra is a clear and present danger. Photo / File

The failure of the board to retain more earnings - ie pay farmers less - has long been a gripe of Fonterra critics who claim the milk price is over-inflated anyway. To this end, chief financial officer Marc Rivers caused much headshaking when he reportedly told a farming publication as recently as July that the company would not be retaining money from the milk payout to repay debt, would not change the milk price mechanism and had no immediate plans to reform its capital structure.

Providing directors' reasons for holding more money back were well-communicated to farmers, outright mutiny would seem unlikely - especially at this critical time for their cooperative.

It is the surprises - and concerns about the quality of leadership - that is spooking them.

Which brings us back to the deferral of the financial results.

Why, some shareholders are asking, couldn't the results have been published unaudited?

Aside from the fact the company's well-paid senior people and its auditors have had months to prepare the books for today, the deferral has created speculation more bad news is coming.

That may be, but the main reason is because the Financial Markets Authority is looking over the shoulder of management and long-time, outgoing, auditor PwC as they sign off the accounts.

The FMA has come knocking on Fonterra's door this month following a complaint by the company's largest shareholder Colin Armer about auditing practices around asset valuations and executive pay in the past four years.

PwC, which is well embedded in Fonterra governance - two ex-partners are on the board and a former chairman is chairman of the Fonterra Shareholders' Fund - is dotting its "i"s and crossing its "t"s.

The firm has been auditing Fonterra's books since 2001. A shareholder backlash last year about its closeness to the company and length of time in the job will see it replaced by KPMG for the 2020 year.

Not surprisingly, the results deferral - a first for Fonterra - and the FMA interest have further rattled shareholders, who've had $4 billion wiped off their balance sheets in the past two years alone, according to the Fonterra Shareholders' Council.

For farmers, the delay in the results isn't just confidence bruising. It means the timetable for their shed meetings with directors and management to discuss the results is disrupted. Those meetings will now collide with a busy time on the farm following calving.

Fonterra chairman John Monaghan (left) and chief executive Miles Hurrell. Photo / File

The delay also tests their patience around the unveiling of Fonterra's new business strategy, on which their shaky confidence is pinned.

All up, the shareholder annual meeting in November - likely to be in Invercargill - promises to be lively. Herald inquiries suggest South Island farmer tempers are up.

But before then will come the results of current Fonterra director elections.

While it's an enduring mystery to NZ Inc. why farmer-shareholders haven't been demanding heads over Fonterra's huge investment failures and poor performance, public blood-letting isn't the farmer way.

They vent by dumping farmer-elected directors seeking re-election. Two incumbents could feel their wrath in the current elections.

Meanwhile, how safe is farmer-director chairman John Monaghan?

Appointed by the board when the late John Wilson stepped down last year for health reasons, Monaghan was Wilson's lieutenant, along with independent director, ex-PwC partner, Bruce Hassall.

A long time director, he's seen as part of the problem.

Asked if he believed he had the confidence of shareholders, Monaghan in a statement attributed any doubt about that to "politics".

"...We've got a busy agenda and a lot of work still to do. We're putting all of our energy into that. I refuse to be distracted or waste energy on cooperative politics of the past, or (in) responding to the latest political comment about myself or the co-op.

"I acknowledge the frustration that our farmers and unit-holders (Shareholders' Fund) feel, and the impact that recent decisions have had on our share price and the balance sheets of our owners in a challenging environment.

"We won't have it all our own way, but we're confident that, implemented well, the new strategy will bring a new period of success for our co-op. Our farmers and unit-holders will rightfully judge our performance off those results."