Intueri, the $1.2M firm that owes ANZ Bank $70.7M, may be a tough sell for High St Capital Partners

Thursday 2nd March 2017

Intueri Education Group, whose $70.7 million of debt with ANZ Bank New Zealand is almost 60 times greater than its market value, may be a tough sell for High St Capital Partners, the firm hired to drum up interest in the private training establishment company.

Intueri shares last traded at 1.2 cents, giving the company a market capitalisation of $1.2 million. Its 2014 initial public offering was at $2.35 apiece, valuing the company at $252.5 million. On Feb. 14, the company advised ANZ Bank it was in breach of lending covenants as at Dec. 31, giving it 30 days to negotiate the continuation of the facility. The "Going Concern" section of its annual report shows a $5.1 million deferred payment due on June 30 to the former owners of Online Courses Australia Group (OCA), acquired in March 2014 as part of its failed Australian expansion.

"The group does not currently have sufficient headroom in its banking facility to repay this balance," it says in the annual report. Since the full-year results were released last month, showing a $23.3 million loss and impairments of $15 million, the Australian Skills Quality Authority (ASQA) has decided to cancel the registration of Intueri's Conwal & Associates and OCA colleges from March 29. An ASQA audit last year had found the colleges didn't meet its standards.

Intueri's net liabilities were $29.6 million at Dec. 31 and it had a net working capital deficit, the annual report shows. Among other material uncertainties that cast doubt on its going concern status were its ability to restructure its capital and pay debts as they fall due, along with the outcome of the Tertiary Education Commission's investigation into its Quantum Education Group, which was acquired partly via funding from its $60 million IPO in 2014 but is now being wound down. The IPO also allowed Arowana International to sell down its stake, after the Australian private equity firm bundled up a group of PTEs to create a company that could be listed on the NZX and ASX. It has since exited the ASX.

Intueri has indicated it plans to make a claim under the sale and purchase agreement for Quantum, but won't decide on that until the TEC concludes its review. The Serious Fraud Office is also looking into Quantum. Separately, Intueri expects the settlement of its legal claim against the former owners of its dive school, which it has conditional agreement to sell.

"We recognise that the debt needs to be supported. Based on current earnings that's going to be difficult," said acting chief executive Rod Marvin. "The issues have arisen because of Quantum and the dive school, and regulatory changes in Australia. It leaves us with a large debt but that doesn't reflect the day-to-day operations of the remaining businesses. The three PTEs that are continuing "are all well-managed, category 1 businesses with no historical or ongoing regulatory issues."

Marvin says Intueri hasn't yet decided whether to appeal the ASQA decision but an early closure didn't necessarily mean additional costs from the Australian business, which had been forecast to broadly break even this year, as long as the company receives the remainder of the funding due while they remain open.

Intueri has retained boutique advisory firm, High St Capital, to assist with a strategic review, with options including the sale of some or all of its operations, with the end of April targeted to conclude a sale.

"It's still early days. We've had discussions with a number of people," Marvin told BusinessDesk, adding that the process would take two-to-three months. While Intueri has yet to sign a standstill agreement with its bank, "we're not expecting any issues."

Intueri's main source of government funding is the TEC's student achievement component (SAC), which funds an agreed number of full-time domestic students. In addition, it gets funding via the Youth Guarantee Scheme and relies on domestic and international student fees to make up the balance. TEC currently invests in five Intueri PTEs: Global Education Group (trading as North Shore International Academy), the NZ School of Outdoor Studies, the NZ Institute of Sport, IENZ and the NZ College of Massage.

Asked whether the TEC was concerned that Intueri may be trading while insolvent, TEC chief executive Tim Fowler said: "At this point we are satisfied that Intueri has arrangements in place to operate and deliver against the programmes and activities in its investment plan."

"We are monitoring Intueri’s student enrolments and financial performance on a monthly basis to ensure students continually receive quality tuition," he said. "The TEC has a standard recovery procedure where we routinely assess all TEOs’ (tertiary education organisations') delivery volume against their funding agreements. We will be recovering funds for the delivery of programmes in 2016."

Fowler said TEC has a process in place should ownership of a PTE change hands, provided it is approved by the NZ Qualifications Authority.

Last month, Intueri said it had conditionally agreed to sell the NZ School of Outdoor Studies, which trades as the NZ School of Commercial Diver Training and is the only such school in New Zealand. The settlement is expected by the end of March.

BusinessDesk.co.nz

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