Sri Rejeki Isman Tbk (Sritex)
UPDATE 2: Sritex Bilateral Lenders Express Concerns On Integrity of Historical Financials As Tolling Effect On Revenue Recognition Unclear, Potentially Contradicts Capex Uptrend; Zero WC Opening Balance Casts Uncertainty on Historical Profitability, Prospective Liquidity
Mon 08/30/2021 06:36 AM
UPDATE 2: 6:36 a.m. ET 8/30/2021: Indonesian vertically integrated textile manufacturer PT Sri Rejeki Isman Tbk’s (Sritex) bilateral lenders held a virtual meeting with their financial advisor, Deloitte, on Aug. 26 outlining concerns relating to the company’s presentation of its historical financials, historical capital expenditure patterns and working capital assumptions embedded in Sritex’s financial projections by its financial advisor, AJCapital, among other matters, according to two sources familiar.
The sources told Reorg that some of the concerns came about because of the company’s significant tolling and trading contributions to past revenues, the capex uptrend amidst more revenue contribution from tolling and trading activities, as well as a reset of working capital balances to zero in the company’s financial projections as provided by AJCapital.
Deloitte declined to comment.
Tollings: Gross vs Net Revenue Recognition
According to the sources familiar, lenders on the call queried the accounting treatment of Sritex’s tolling business - in particular, whether revenues generated from tolling were booked on a gross or net basis.
Sritex’s tolling business involves the purchasing of raw materials which are then outsourced to third party manufacturers for further production into yarn, greige, fabrics and garments, as Reorg understands it from the sources familiar.
As much as 54% of Sritex’s 2020 revenue of $1.283 billion was generated through tolling and trading - especially from the higher value-added downstream segments such as finishing and garments - according to another two sources close who have seen such estimates based on AJCapital’s guidance. The proportion of tolling revenue has increased from as low as 33% since 2018, according to the same sources.
The percentages of revenues stemming from tolling and trading are higher than the proportion of related party sales and purchases of the various intermediate and end textile products disclosed previously, as shown by Reorg’s earlier analysis.
See Tear Sheets
Sritex’s audited 2020 financials indicate that Sritex and its subsidiaries are acting as “principals” if they take on “significant risks and rewards related to the sale of goods” such that revenue should be reported on a “gross basis”. Implicity, this suggests that revenues would be recognised on a net basis if Sritex and its subsidiaries are acting as agents in the sale of goods.
Reorg’s review of Sritex’s 2020 annual report and January 2021 preliminary offering memorandum suggests that the company may not have fully disclosed its tolling arrangements aside from those implied through related party dealings of various textile products.
Tolling vs Historical Capex
According to the two sources familiar, questions on the call also related to Sritex’s need to tap external manufacturers through tolling, while noting the high capital expenditure of the company historically - despite tolling amounting to a form of outsourcing, as explained above.
Over the past 5 fiscal years, Reorg estimates that Sritex’s net capex totalled $264.6 million, and was a major drag on cash flows:
Source: Sritex disclosures, Reorg Estimates
As covered in Reorg’s earlier analysis, despite somewhat limited expansions in the various segments’ capacities and utilisation levels staying generally high, Sritex’s net capex has generally increased in the past few years to as much as $70.4 million in 2020. This is further despite the company reporting a relatively young age profile for its machineries and equipment.
See Tear Sheets
Capital intensity as a percentage of sales has also generally increased over the past five years, according to Reorg’s estimates:
Reorg previously benchmarked the working capital and capex intensity of Sritex and its Indonesian textile peers HERE.
Zero Working Capital Opening Balance?
The two sources familiar pointed out that lenders also queried AJCapital’s assumption and impact of using zero working capital opening balances in its financial projections, and how that may be concerning if the implication is that more recently reported receivable and inventory balances would have to be impaired in their entirety.
This inquiry would imply that Sritex’s historical profitability margins may have been overstated and prospective liquidity is uncertain until Nexia is able to share more on its independent audit findings and provide some kind of confirmation on the company’s opening working capital balances.
Reorg’s calculation shows that Sritex’s cash conversion cycle has generally increased over the past five years, suggesting that earnings quality has deteriorated:
Source: Sritex disclosures, Reorg Estimates
As previously covered by Reorg, Sritex’s consolidated cash flow projections as provided by AJCapital imply a relatively low enterprise value even when using a low discount rate - this suggests that creditors may be shown a prospective restructuring proposal that could entail significant principal haircuts and/ or a substantial maturity term-out.
UPDATE 1: Permata, HSBC Volunteer to be Part of Sritex Bilateral Lenders Steerco; 6 Lenders Sign Deloitte Engagement Letter So Far; Access to Data Room Expected by Aug. 20; Nexia Appointed Independent Auditor
UPDATE 1: 9:04 a.m. ET 8/19/2021: Deloitte and Ginting & Reksodiputro, at a meeting with Sri Rejeki Isman Tbk’s (Sritex) bilateral lenders today, Aug. 19, said that though Bank Permata and HSBC have volunteered to be a part of the company’s bilateral lenders’ steering committee (SteerCo), the advisor is encouraging more volunteers to form a SteerCo with at least three and at most five members, according to two sources who attended the call.
Deloitte and Ginting & Reksodiputro, the respective financial and legal advisors to the SteerCo of bilateral lenders, had received nominations from more than 56% by value of the total amount of bilateral loans. Six bilaterals lenders have so far signed an engagement letter with Deloitte, the advisor said on the call today.
Today’s call was scheduled to discuss the company’s cash flow projections and the restructuring timeline, which were disclosed at a separate call earlier today.
Deloitte’s call also aimed to canvas the lenders’ questions. Multiple lenders sought more clarity on the underlying assumptions which formed the basis for Sritex’s financial projections of revenues and cash flows, the sources told Reorg.
Reorg’s earlier analysis highlights that the implied enterprise value from Sritex’s consolidated cash flow projections suggests that creditors may be shown a prospective restructuring proposal that could entail significant haircuts.
Deloitte also informed the lenders during the call that Sritex had appointed Nexia TS as an independent auditor of the company’s financials and that the opening balances of working capital and the financial projections might change based on the independent auditor’s findings, the sources said.
Deloitte and the lenders also discussed the possibility of the company potentially requesting to extend the Indonesian in-court restructuring (PKPU) to the maximum available 270 days, the sources said. Further, the sources also said that Deloitte - commenting on the company’s plans to finalise a composition plan by November - felt the deadline was ambitious.
Deloitte outlined the following next steps in the restructuring process, according to the sources:
Original Story 5:31 a.m. UTC on Aug. 19, 2021
ANALYSIS: Sritex’s Financial Projections by AJCapital Show Weak Cash Flow Generation, Low Implied EV, Possible Principal Haircuts Ahead; Updated Restructuring Timeline
PT Sri Rejeki Isman Tbk (Sritex) financial advisor AJCapital held an investor call today, Aug. 19, during which Sritex provided cash flow projections and a timeline for the restructuring, according to two sources familiar. Reorg’s analysis indicates that the consolidated cash flow projections as provided by AJCapital to the sources imply an estimated enterprise value (EV) of $530.7 million to $733.5 million using a relatively low discount rate of 10%, which is significantly lower than the PKPU verified claims of $1.8 billion - this suggests that creditors may be shown a prospective restructuring proposal that could entail significant principal haircuts.
Financial Projections
According to the two sources who attended the call, Sritex’s financial advisors presented the following key earnings and cash flow metrics as part of their base case scenario:
The same sources said that important assumptions underpinning the base case broadly include:
See Reorg’s tear sheet for Sritex’s financial metrics for comparison to the scenarios above.
Implications - Haircut Ahead?
While Reorg does not have access to the financial advisor’s model of Sritex’s earnings and cash flow projections, key figures related to Reorg by sources suggest that the “cash available for debt service (CAFDS)” line item in the base and optimistic scenarios may be akin to the “free cash flow to firm (FCFF)” metric commonly used in corporate finance that would enable the calculation of enterprise value (EV) and therefore, provide an estimate for the sustainable debt load that can be supported.
According to Reorg’s analysis of the financial advisor’s cash flow projections, plus our estimate of terminal value at the end of year 15 based on an EV/ EBITDA multiple of 4.5x (this is an estimated multiple based on the past 5 years of market data drawn from Refinitiv), Sritex’s estimated EV is likely to be $530.7 million under the base case scenario and $733.5 million under the optimistic case scenario.
Our analysis incorporates a weighted average cost of capital (WACC) of 10% and all things being equal, a higher WACC would result in a lower EV. While a WACC of 10% may be on the low side, it goes to demonstrate the inadequacy of Sritex’s projected cash flows in supporting its present debt load.
Given Sritex’s PKPU verified claims of around $1.8 billion (contrast with Dec. 31, 2020 capital structure below), it is likely that any proposed composition/ restructuring plan by the company’s advisors could include a principal haircut and/ or a substantial maturity term-out, according to Reorg’s analysis.
The two sources said that Sritex’s financial advisor indicated a “95% confidence level” to the base case scenario and a “70% confidence level” to the optimistic case scenario.
Timeline
The financial advisor also provided a timeline for the restructuring plan, showing revised dates after earlier delays to the process, according to the same sources.
A final proposed composition plan, originally scheduled for Sept. 7, is now expected mid-November, while voting on the proposed composition plan at an Indonesian court, originally proposed for Sept. 14 is now expected to occur in late November. The Indonesian court’s sanctioning of the composition plan, originally expected on Sept. 21, is now expected in early December. The Singapore scheme of arrangement proceeding and sanction are expected between December 21 and mid-February 2022, while US court recognition of the Indonesia PKPU and the Singapore scheme are expected in 2022.
Based on the financial advisor’s presentation, the Indonesian in-court restructuring, or PKPU, may be extended to the maximum 270 days allowed under Indonesian law to February 2022, to align with the Singapore court’s process, the sources said.
Sritex’s capital structure as of Dec. 31, 2020 is as follows:
The sources told Reorg that some of the concerns came about because of the company’s significant tolling and trading contributions to past revenues, the capex uptrend amidst more revenue contribution from tolling and trading activities, as well as a reset of working capital balances to zero in the company’s financial projections as provided by AJCapital.
Deloitte declined to comment.
Tollings: Gross vs Net Revenue Recognition
According to the sources familiar, lenders on the call queried the accounting treatment of Sritex’s tolling business - in particular, whether revenues generated from tolling were booked on a gross or net basis.
Sritex’s tolling business involves the purchasing of raw materials which are then outsourced to third party manufacturers for further production into yarn, greige, fabrics and garments, as Reorg understands it from the sources familiar.
As much as 54% of Sritex’s 2020 revenue of $1.283 billion was generated through tolling and trading - especially from the higher value-added downstream segments such as finishing and garments - according to another two sources close who have seen such estimates based on AJCapital’s guidance. The proportion of tolling revenue has increased from as low as 33% since 2018, according to the same sources.
The percentages of revenues stemming from tolling and trading are higher than the proportion of related party sales and purchases of the various intermediate and end textile products disclosed previously, as shown by Reorg’s earlier analysis.
See Tear Sheets
Sritex’s audited 2020 financials indicate that Sritex and its subsidiaries are acting as “principals” if they take on “significant risks and rewards related to the sale of goods” such that revenue should be reported on a “gross basis”. Implicity, this suggests that revenues would be recognised on a net basis if Sritex and its subsidiaries are acting as agents in the sale of goods.
Reorg’s review of Sritex’s 2020 annual report and January 2021 preliminary offering memorandum suggests that the company may not have fully disclosed its tolling arrangements aside from those implied through related party dealings of various textile products.
Tolling vs Historical Capex
According to the two sources familiar, questions on the call also related to Sritex’s need to tap external manufacturers through tolling, while noting the high capital expenditure of the company historically - despite tolling amounting to a form of outsourcing, as explained above.
Over the past 5 fiscal years, Reorg estimates that Sritex’s net capex totalled $264.6 million, and was a major drag on cash flows:
Source: Sritex disclosures, Reorg Estimates
As covered in Reorg’s earlier analysis, despite somewhat limited expansions in the various segments’ capacities and utilisation levels staying generally high, Sritex’s net capex has generally increased in the past few years to as much as $70.4 million in 2020. This is further despite the company reporting a relatively young age profile for its machineries and equipment.
See Tear Sheets
Capital intensity as a percentage of sales has also generally increased over the past five years, according to Reorg’s estimates:
Source: Sritex disclosures, Reorg Estimates
Reorg previously benchmarked the working capital and capex intensity of Sritex and its Indonesian textile peers HERE.
Zero Working Capital Opening Balance?
The two sources familiar pointed out that lenders also queried AJCapital’s assumption and impact of using zero working capital opening balances in its financial projections, and how that may be concerning if the implication is that more recently reported receivable and inventory balances would have to be impaired in their entirety.
This inquiry would imply that Sritex’s historical profitability margins may have been overstated and prospective liquidity is uncertain until Nexia is able to share more on its independent audit findings and provide some kind of confirmation on the company’s opening working capital balances.
Reorg’s calculation shows that Sritex’s cash conversion cycle has generally increased over the past five years, suggesting that earnings quality has deteriorated:
Source: Sritex disclosures, Reorg Estimates
Source: Sritex disclosures, Reorg Estimates
As previously covered by Reorg, Sritex’s consolidated cash flow projections as provided by AJCapital imply a relatively low enterprise value even when using a low discount rate - this suggests that creditors may be shown a prospective restructuring proposal that could entail significant principal haircuts and/ or a substantial maturity term-out.
UPDATE 1: Permata, HSBC Volunteer to be Part of Sritex Bilateral Lenders Steerco; 6 Lenders Sign Deloitte Engagement Letter So Far; Access to Data Room Expected by Aug. 20; Nexia Appointed Independent Auditor
UPDATE 1: 9:04 a.m. ET 8/19/2021: Deloitte and Ginting & Reksodiputro, at a meeting with Sri Rejeki Isman Tbk’s (Sritex) bilateral lenders today, Aug. 19, said that though Bank Permata and HSBC have volunteered to be a part of the company’s bilateral lenders’ steering committee (SteerCo), the advisor is encouraging more volunteers to form a SteerCo with at least three and at most five members, according to two sources who attended the call.
Deloitte and Ginting & Reksodiputro, the respective financial and legal advisors to the SteerCo of bilateral lenders, had received nominations from more than 56% by value of the total amount of bilateral loans. Six bilaterals lenders have so far signed an engagement letter with Deloitte, the advisor said on the call today.
Today’s call was scheduled to discuss the company’s cash flow projections and the restructuring timeline, which were disclosed at a separate call earlier today.
Deloitte’s call also aimed to canvas the lenders’ questions. Multiple lenders sought more clarity on the underlying assumptions which formed the basis for Sritex’s financial projections of revenues and cash flows, the sources told Reorg.
Reorg’s earlier analysis highlights that the implied enterprise value from Sritex’s consolidated cash flow projections suggests that creditors may be shown a prospective restructuring proposal that could entail significant haircuts.
Deloitte also informed the lenders during the call that Sritex had appointed Nexia TS as an independent auditor of the company’s financials and that the opening balances of working capital and the financial projections might change based on the independent auditor’s findings, the sources said.
Deloitte and the lenders also discussed the possibility of the company potentially requesting to extend the Indonesian in-court restructuring (PKPU) to the maximum available 270 days, the sources said. Further, the sources also said that Deloitte - commenting on the company’s plans to finalise a composition plan by November - felt the deadline was ambitious.
Deloitte outlined the following next steps in the restructuring process, according to the sources:
- Remaining bilateral lenders to sign and return an engagement letter with Deloitte;
- Bilateral lenders are to self-nominate to be a part of the SteerCo;
- Sritex has indicated that access to the data room will be provided by Aug. 20;
- The next meeting will confirm the participating bilateral lenders (referring to the lenders who sign an engagement letter with Deloitte) and members of the SteerCo.
Original Story 5:31 a.m. UTC on Aug. 19, 2021
ANALYSIS: Sritex’s Financial Projections by AJCapital Show Weak Cash Flow Generation, Low Implied EV, Possible Principal Haircuts Ahead; Updated Restructuring Timeline
PT Sri Rejeki Isman Tbk (Sritex) financial advisor AJCapital held an investor call today, Aug. 19, during which Sritex provided cash flow projections and a timeline for the restructuring, according to two sources familiar. Reorg’s analysis indicates that the consolidated cash flow projections as provided by AJCapital to the sources imply an estimated enterprise value (EV) of $530.7 million to $733.5 million using a relatively low discount rate of 10%, which is significantly lower than the PKPU verified claims of $1.8 billion - this suggests that creditors may be shown a prospective restructuring proposal that could entail significant principal haircuts.
Financial Projections
According to the two sources who attended the call, Sritex’s financial advisors presented the following key earnings and cash flow metrics as part of their base case scenario:
The same sources said that important assumptions underpinning the base case broadly include:
- Limited prospective working capital availability that will be based on “current” capacity;
- Sales growth rate in line with Asia Pacific textile industry growth rate according to a Marketline June 2020 report;
- Costing assumptions based on forecasts provided by multilateral institutions, regression analysis and historical performance; and
- 3% inflation rate, exchange rate of IDR 14,440 per USD.
See Reorg’s tear sheet for Sritex’s financial metrics for comparison to the scenarios above.
Implications - Haircut Ahead?
While Reorg does not have access to the financial advisor’s model of Sritex’s earnings and cash flow projections, key figures related to Reorg by sources suggest that the “cash available for debt service (CAFDS)” line item in the base and optimistic scenarios may be akin to the “free cash flow to firm (FCFF)” metric commonly used in corporate finance that would enable the calculation of enterprise value (EV) and therefore, provide an estimate for the sustainable debt load that can be supported.
According to Reorg’s analysis of the financial advisor’s cash flow projections, plus our estimate of terminal value at the end of year 15 based on an EV/ EBITDA multiple of 4.5x (this is an estimated multiple based on the past 5 years of market data drawn from Refinitiv), Sritex’s estimated EV is likely to be $530.7 million under the base case scenario and $733.5 million under the optimistic case scenario.
Our analysis incorporates a weighted average cost of capital (WACC) of 10% and all things being equal, a higher WACC would result in a lower EV. While a WACC of 10% may be on the low side, it goes to demonstrate the inadequacy of Sritex’s projected cash flows in supporting its present debt load.
Given Sritex’s PKPU verified claims of around $1.8 billion (contrast with Dec. 31, 2020 capital structure below), it is likely that any proposed composition/ restructuring plan by the company’s advisors could include a principal haircut and/ or a substantial maturity term-out, according to Reorg’s analysis.
The two sources said that Sritex’s financial advisor indicated a “95% confidence level” to the base case scenario and a “70% confidence level” to the optimistic case scenario.
Timeline
The financial advisor also provided a timeline for the restructuring plan, showing revised dates after earlier delays to the process, according to the same sources.
A final proposed composition plan, originally scheduled for Sept. 7, is now expected mid-November, while voting on the proposed composition plan at an Indonesian court, originally proposed for Sept. 14 is now expected to occur in late November. The Indonesian court’s sanctioning of the composition plan, originally expected on Sept. 21, is now expected in early December. The Singapore scheme of arrangement proceeding and sanction are expected between December 21 and mid-February 2022, while US court recognition of the Indonesia PKPU and the Singapore scheme are expected in 2022.
Based on the financial advisor’s presentation, the Indonesian in-court restructuring, or PKPU, may be extended to the maximum 270 days allowed under Indonesian law to February 2022, to align with the Singapore court’s process, the sources said.
Sritex’s capital structure as of Dec. 31, 2020 is as follows:
|
12/31/2020
|
EBITDA Multiple
|
|||||||
|---|---|---|---|---|---|---|---|---|
|
(undefined in Millions)
|
Amount
|
Price
|
Mkt. Val.
|
Maturity
|
Rate
|
Yield
|
Book
|
Market
|
|
|
||||||||
|
HSBC Indonesia 1
|
42.8
|
|
42.8
|
Sep-28-2021
|
|
|
||
|
QNB Indonesia 2
|
35.4
|
|
35.4
|
Apr-01-2021
|
|
|
||
|
Bank Central Asia 3
|
7.9
|
|
7.9
|
May-09-2021
|
|
|
||
|
Bank Negara Indonesia 4
|
12.2
|
|
12.2
|
Sep-03-2021
|
|
|
||
|
MUFG 5
|
26.6
|
|
26.6
|
Jan-22-2022
|
|
|
||
|
DBS Indonesia 5
|
4.4
|
|
4.4
|
Apr-23-2021
|
|
|
||
|
Taipei Fubon 6
|
20.0
|
|
20.0
|
Apr-07-2021
|
|
|
||
|
Bank Muamalat 5
|
29.7
|
|
29.7
|
Aug-05-2021
|
|
|
||
|
Bank of China (HK) 6
|
15.0
|
|
15.0
|
Sep-30-2021
|
|
|
||
|
Bank Pembangunan DJBB 6
|
38.9
|
|
38.9
|
Oct-05-2021
|
|
|
||
|
Standard Chartered 7
|
26.2
|
|
26.2
|
Oct-31-2020
|
|
|
||
|
Bank Woori Saudara 6
|
5.0
|
|
5.0
|
Jul-28-2021
|
|
|
||
|
Bank DKI 6
|
10.6
|
|
10.6
|
Oct-21-2021
|
|
|
||
|
Bank Emirates NBD 4
|
2.6
|
|
2.6
|
|
|
|
||
|
Total Trade/ Working Capital Borrowings
|
277.3
|
277.3
|
1.2x
|
1.2x
|
||||
|
Bank Central Asia 8
|
16.2
|
|
16.2
|
2023
|
4.750%
|
|
||
|
Bank Permata
|
2.1
|
|
2.1
|
Jul-11-2022
|
9.500%
|
|
||
|
Syndication (Citi Global, DBS, HSBCI) 9
|
350.0
|
|
350.0
|
Jan-02-2022
|
USD LIBOR + 2.700%
|
|
||
|
Total Long-term Bank Borrowings
|
368.3
|
368.3
|
2.7x
|
2.7x
|
||||
|
Finance Lease 10
|
23.7
|
|
23.7
|
|
|
|
||
|
Total Leases
|
23.7
|
23.7
|
2.8x
|
2.8x
|
||||
|
MTN $25mil 5.8% '20 11
|
25.0
|
|
25.0
|
May-18-2021
|
5.800%
|
|
||
|
$150mil Golden Legacy 6.875% '24 12
|
150.0
|
|
150.0
|
Mar-27-2024
|
6.875%
|
|
||
|
$225mil SRIL 7.25% '25 13
|
225.0
|
|
225.0
|
Jan-16-2025
|
7.250%
|
|
||
|
Total Notes and Bonds
|
400.0
|
400.0
|
4.4x
|
4.4x
|
||||
|
Total Debt
|
1,069.3
|
1,069.3
|
4.4x
|
4.4x
|
||||
|
Less: Cash and Equivalents
|
(187.6)
|
(187.6)
|
||||||
|
Net Debt
|
881.7
|
881.7
|
3.7x
|
3.7x
|
||||
|
Plus: Market Capitalization
|
287.3
|
287.3
|
||||||
|
Enterprise Value
|
1,169.0
|
1,169.0
|
4.9x
|
4.9x
|
||||
|
Operating Metrics
|
||||||||
|
LTM Revenue
|
1,282.6
|
|||||||
|
LTM Reorg EBITDA
|
241.0
|
|||||||
|
|
||||||||
|
Liquidity
|
||||||||
|
Plus: Cash and Equivalents
|
187.6
|
|||||||
|
Total Liquidity
|
187.6
|
|||||||
|
Credit Metrics
|
||||||||
|
Gross Leverage
|
4.4x
|
|||||||
|
Net Leverage
|
3.7x
|
|||||||
|
Notes: Reorg EBITDA incl. PSAK 73 effects of ~$12.1mil in 2020 1. - At opcos' level, plus Golden Mountain, maturity estimated based on disclosure 2. Extension in progress 3. Opco Level 4. Golden Mountain level 5. Holdco, opco level 6. Holdco level 7. Holdco + opco level; automatically extended by bank 8. Rate: 4.5% - 5.0%, maturity: 2021 - 2023, Collateralised against PPE, working capital - D/E < 1.5x, EBITDA/ interest >2x, current ratio >1x 9. Rate: 1mL + 250-290bps, Consol. net borrowings/ tangible net worth <1.30x (steps down to 1.15x Jun'21); Consol. net borrowings/ EBITDA < 3.75x (steps downs to 3.6x in Jun'21) 10. For machine rental, PSAK 73 adoption 11. Current asset/ current debt >2x, EBITDA/ interest > 2.5x 12. FCCR > 2.5x 13. FCCR > 2.5x |
||||||||
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