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The GMHI Odyssey: Following the money leads to a staggering hit on city finances

By Gerry Barker

July 24, 2017

The epic unraveling of the Guelph Municipal Holdings Inc, (GMHI) affair is like watching a kitten untangle a ball of wool.

There are so many moving parts, bopping through a dense fog of spin, denial, obfuscation and malfeasance.

What people are expecting is how much did this excursion into a fantasy world of power self-sufficiency coupled with providing co-generated hot and cold running water to buildings actually cost?

Guelph Speaks used two official documents to reach its conclusion that GMHI cost the city $157.422 million most of which is not recoverable. The two documents include the audited consolidated balance sheet of GMHI and the Guelph Hydro 2016 financial report. By any definition losses can only be described as “staggering.”

The long-term effect is a severe restriction of capital and operational spending. That amount represents about 40 per cent of the total 2017 city operational and capital spending budgets.

In my opinion, it has jeopardized capital spending on the $63 million South End recreational centre and the Downtown library (again) of an estimated $60 million. Keep in mind that city council has approved capital projects including the $34 million police headquarters and the $20.5 millionWilson Street parking garage.

There is no easy solution to this. The project is a failure financially and leaves the city with few alternatives to recover the losses of GMHI. Increasing debt, property taxes and user fees are not alternatives. Rationalizing cost of operations is now a necessity to reduce overhead costs. It’s the only way out of the situation because the city cannot win the lottery.

It all started in April 2007 when the new city council unanimously approved Mayor Karen Farbridge’s proposed Community Energy Initiative (CEI).

Here are the goals set by the CEI to achieve by 2031:

* Use 50 per cent less energy per capita

*   Produce 60 per cent less greenhouse gas emissions per capita

*   Encourage and facilitate community-based renewable and alternative energy   systems.

The staff report at the time, said the CEI would position Guelph among the top energy performers in the world.

Today, the key management players are no longer employed by the city, leaving behind a multi-million dollar losing legacy that has challenged the most skilled financial practitioners among us. Item: The city has spent more than $2.8 million just to have the KPMG accounting firm perform a financial autopsy on this turkey, aka an audit.

The people associated with the GMHI project, have left the building. They include the former mayor, Karen Farbridge, and Chair of the GMHI Board of Directors; former Chief Administration Officer and Chief Executive Officer of GMHI, Ann Pappert; Former Chief Financial Officer Al Horsman; City Solicitor, Donna Jacques and Jasmine Urisk, who at the time, was Chair of the board of directors of Guelph Hydro. Other peripheral managers have also departed at all levels of the City of Guelph Corporation.

These include members of the city administration, Guelph Hydro, GMHI and Envida Community Energy Inc. and Guelph Hydro Electric Services Inc. (GHESI), the operating division of Guelph Hydro. In addition, GMHI and Guelph Hydro entered into contracts to supply power and co-generation thermal heating and cooling system.

These contracts were never fulfilled and the city has negotiated settlements, it is reported.

The Guelph corporate family of companies

So here is the cast of operational participants, all belonging to the City of Guelph’s corporate family.

GMHI was set up under the express direction of former Mayor Karen Farbridge. She took on the job of Chair of the GMHI board of directors in 2011. She handpicked her board thereby maintaining complete control. At the time of formation the assets to be managed included the Guelph Junction railroad.

Her mission was to implement the CEI announced in 2007. It was the product of a series of meetings with many of the leading citizens in the city described as stakeholders. They included members of the city administration, Union Gas, Guelph Hydro, business and industrial representatives, the University of Guelph, School Boards and the Guelph Chamber of Commerce.

It was an all-star cast that produced the agreement and thrust of turning Guelph into a world-class jewel of conservation, self-sufficiency in power, renewable energy sources, total management of waste and the gradual reduction of the use of fossil fuels to reduce the effect on climate change.

It was dreamy, heady stuff that stirred the environmental souls of those participating. But little happened for four years until the corporate vehicle, GMHI was established in 2010. In 2013, the Farbridge-dominated council approved moving Guelph Hydro unto GMHI.

The wheels of this ignoble experiment started to come off in 2009 when Guelph Hydro’s subsidiary, Ecotricity Corporation reported a loss of $3,945,000. The report said the loss was due to declining methane gas from the Eastview landfill. An impairment charge of $2.984 million was taken that year.

Update: Guelph Hydro has paid to take over the Eastview gas generating plant paying some $550,000 for it. Now which city corporation gets that money?

What is the interpretation of an ”impairment” charge? If the recoverable amount of an investment is less than its carrying value, then the asset is deemed to be impaired. The value must be written down to the recoverable amount.

It’s not difficult to understand that when assets are wriitten down, that’s real money lost forever.

There is more on this to come

Suddenly, the door was shut to public participation. Only a few politicians and civil servants were in on the plan’s execution.

It is now believed that Guelph Hydro was the banker for GMHI. The first step was to have Guelph Hydro form Envida Community Energy Corporation to be the hands-on builder of new projects, including installing solar panels on the roof of the Sleeman Centre and several public building throughout the city. Envida now owes millions in debt to GMHI.

The audited GMHI balance sheet revealed a startling statement that concerned two senior unsecured debentures taken out by GMHI totaling $103.612 million as of December 31, 2016. The largest was for $65 million, due 2030 and no interest of the debenture has been paid for two years, increasing the principal due by $8.612 million. The other debenture is for $30 million and is due in 2045. Both these obligations carry interest rates of 4.012 per cent and 4.112 per cent respectively.

The source of these debenture loans is described in the audit as the CDS&CO. As both are unsecured, the loans were made because of the City of Guelph’s owneship of GMHI and Guelph Hydro. It is difficult to imagine any financial institution committing $95 million without the assurance of repayment by the city. Regardless, the loans are unsecured. One can only conclude that a corporate relative within the city’s corporate family guarantees the liquidity of GMHI. The audit also revealed that a $20 million credit facility was arranged for GMHI but the source is not revealed. As of December 31, 2016, there has been no draw down on that facility by GMHI.

It is now clear that there was a lot of money flowing between various city-owned corporations. It was a five-year irresponsible mismanagement of public funds that has left the citizens with a $157.422 million price tag with no benefits to show for it. And, also there remains no possibility of repayment of rapidly depreciating assets.

Adding up the numbers

The balance sheet of GMHI shows assets of $230.596 million of which $162.653 million is composed of property, plant and equipment. Conversely, in my opinion, many of these assets are depreciating and failing to provide adequate cash flow to allow GMHI to pay its bills and continue to exist. The real cash liabilities of $163.474 million closely match the value of the total assets. The inclusion of shareholder equity of $67.122 million, according to the audit as a liability, is enough to match the total assets of $230.596 million to balance the books.

In my opinion, the shareholder’s equity, and that’s you and me, is virtually worthless because there is not enough cash from operations and assets to allow redemption of the shares. The record now shows that GMHI is so intertwined between various city-owned corporate entities that disclosure of the facts is an expensive and difficult task.

It would appear the debenture funding came through Guelph Electric Services Inc., the operating arm of Guelph Hydro. Envida was involved in other projects including the District Energy nodes set up in the Sleeman Centre and Hanlon Business Park.

Through all this GMHI activity, the public had no clue as to what was happening with their money. Item: Hydro bills for the 55,000 clients of Guelph Hydro increased electricity fees by 42 per cent in four years. In the past year the billing has decreased.

Today, Guelph Hydro reports a total of $228.3 million in assets. Its long-term debt is listed as $94.3 million and net income for 2016 was $7.1 million. It would take 13.28 years of $7.1 million in net income to repay it. Amazing coincidence! That’s 2030 the year the $65 million unsecured debenture is due for redemption.

Would you or I want to merge with a utility that carried an impaired debt of $94.3 million? How does the city merge or sell Guelph Hydro with that problem?

Now this is when it gets interesting. In May 16, 2016, Pankaj Sardana, CEO and CFO of GMHI, said there was an impaired charge to GMHI of $68 million. He explained that this was provided by a group of investors, without naming them.

Accounting for those pesky two unsecured debentures

But on the audited GMHI consolidated balance sheet there is a liability of $95 million composed of two unsecured debentures, one being $65 million and the other $30 million. The auditor reported the source of the debentures was CDS&CO. Remember this is now an impaired asset.

It is apparent from the audit by KPMG and the Guelph annual 2016 financials that Guelph Hydro has assumed the hit on the debentures and lists $94.3 million as debt.

Is it coincidence that the GMHI debenture debt has morphed over to Guelph Hydro who lists it as debt? Why would Guelph Hydro, well established with earnings of $7.1 million report debt of $94.3 million? If these figures are accurate, according to official public audits and financial documents, then the total GMHI loss includes the worthless shareholder equity, $63.122 million and the Guelph Hydro debt of $94.3 million totals $157.422 million.

On a historical note, some members of the Gang of Seven city councillors walked out of a closed session in January 2016, preventing council to continue its business because of a lack of quorum. Interviewed later, Coun. Phil Allt said their action was to “protect the staff and the corporation.”

Wonder how that worked out for them now that the details of the GMHI debacle is being revealed?

 

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Ever try to put lipstick on a pig? That’s what city spin-doctors are trying to do with GMHI

By Gerry Barker

July 10, 2017

Here’s the premise of a story that won’t go away. It’s about the losses associated with the Guelph Municipal Holdings Inc. (GMHI) and how some $163.474 million was lost in a bungled former administration’s attempt to create energy self-sufficiency in Guelph.

It’s a story that most people cannot figure out because they were not told details of the financial misadventure by the GMH Board of Directors chiefly composed of city councillors. They worked behind closed doors. Further, two of them, Coun. June Hofland and Coun. Karl Wettstein are still silent about their association as directors of GMHI.

Now it’s alarming that council continues to vote for projects such as the $12.3 million extension of trails over ten years. The off-road maintenance of these trails is estimated to be $271,000 a years. Council balked at this one and ordered staff to re-think its recommendation. In making this recommendation, why didn’t the staff, particularly those senior managers, think the maintenance costs were excessive particularly in winter?

Council caught it and recognized it was too high.

But I digress, the following is a statement by the accounting firm, KPMG, auditors of GMHI’s consolidated balance sheet.

“In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Guelph Municipal Holdings Inc. as at December 31, 2016 and its consolidated results of operations and its consolidated cash flows for the year ended December 31, 2016 in accordance with International Financial Reporting Standards.”

As quoted in the Guelph Tribune July 3, 2017: “Pankaj Sardana, the CEO for Guelph Municipal Holdings Inc., the parent company for both Guelph Hydro and Envida Community Energy Corp., also updated councillors on the status of the district energy project, which has seen millions of dollars written off or written down from the city’s books.”

The key words here are “millions of dollars” If anyone should know, it would be Mr. Sardana who addressed the dire financial condition of GMHI 14 months ago.

“The expenses are higher than the revenues, and expect to remain so for the duration of the contracts,” he added.

Here are the figures on the GMHI balance sheet audited by KPMG

The consolidated total audited current assets of GMHI are $67,943,000.

The total consolidate non-current assets according to the audit is $162,653,000.

Total assets are $230,596,000

“The capital asset has been written down to nothing, zero,” Sardana told councillors, adding many of the assets from the district energy portfolio are now considered “onerous.”

Now, here is what the audit declared as GMHI Liabilities:

Total current liabilities:                                    $30,736,000.

Total non-current liabilities:

Provision for liabilities and changes                $    490,000

Senior unsecured debentures                             $94,283,000

Employee future benefits                                     $10,297,000

Customer deposits long term portion               $ 5,196,000

Deferred revenue                                                  $22,472,000

Total current liabilities                                         $163,474,00

Shareholder’s equity:

Share capital                                                            $67, 530, 000

Accumulated other comprehensive loss            $     (555,000)

Retained earnings                                                  $     147,000

Total Shareholder’s equity                                    $67,122,000

Total liabilities                                                $230,596,000

The shareholder’s equity is worthless. The former administration used public funds to invest in the Community Energy Initiative. It needed capital to finance its blind ambition to change Guelph and convert its demand for power through what turned out to be a failed District Energy plan.

Few people knew the depth of losses that GMHI generated over five years. Almost all of GMHI meetings were conducted in closed session.

Shifting the deck chairs on the Titanic

Now the city is moving money between agencies controlled by GMHI to pay down part of the debt owed by Envida Community Energy, the total of which is estimated as $20 million.

Trouble is, it’s our money that is being shuttled around with Peter paying Paul.

According to the Tribune, “following discussion of the money lost … Mayor Cam Guthrie remarked that it “does feel good to feel that my concerns have been validated.”

How does the Mayor feel now that he and his council are stuck with a huge problem: What do we admit to the citizens? The KPMG audit reveals a brutal situation in which the public’s financial resources have taken a monumental financial dump of dollars.

There was the deliberate use of secret meetings denying the right of the public to be informed of what was going on. It was not only undemocratic but a cover-up by senior city employees and at least four councillors plus the former mayor as chairperson, who served on the GMHI board of directors.

This allowed the city council members of the board to have total control of GMHI including Guelph Hydro.

When you are not accountable, you can get away with anything

During this period, millions were being spent and committed to projects that were never openly discussed in public. GMHI never made any money but sent $1.5 million annually as a dividend to the city to validate its existence. It was all a phony exercise in which money was taken from capital funds to pay the dividend. No one questioned it yet in 2015 the GMHI board said more than $9 million had been transferred to the city over six years. In that same year, GMHI lost $2.8 million.

Now we are seeing some of the fallout. Guelph Hydro is buying the dying Eastview generating plant that relies on a dwindling methane-gas supply from the former landfill site. Also approved during a special meeting, councillors, acting as GMHI shareholders, approved the sale and transfer of solar panels. Ownership of solar panels on top of the Guelph Hydro headquarters was transferred to the utility. Also approved was the sale of solar panel installations on eight city facilities back to the city.

The sale of Eastview will generate $558,000. The solar panels on the Guelph Hydro HQ roof solar panels $796,000. The city solar installations transfer cost $276,000.

Following a question by Coun. Dan Gibson, chief administrative officer Derrick Thomson confirmed the assets were being sold to generate cash that could be used to help pay Envida’s lenders. Who were these lenders? Did this involve the holders of the senior unsecured debentures, one for $65 million and the other for $30 million?

Who is liable for repayment of these debentures that are listed on the balance sheet as a liability?

Mayor Guthrie, as a councillor for those four GMHI years, were you ever informed of what the former mayor and her entourage were doing? Were all members of council receiving regular reports of the GMHI and Guelph Hydro activities in relation to the Community Energy Initiative?

Was the plan to make the city “look good?”

In the past, Guthrie has called the district energy project “a vision that was rammed forward” because the city “wanted to look good.”

Well Cam, you and your council colleagues have known about this multi-million dollar financial disaster for almost three years. Or maybe you didn’t because there was no Chief Financial officer in place to raise the alarm. It took two and a half years to finally hire a CFO who has financial accreditation and experience to provide the necessary checks and balances needed to sort out the mess.

In 2014, the voters figured it out that there was gross mismanagement by the city administration. As a result, you were elected mayor with the majority of people seeking change.

Unfortunately the honeymoon ended March 25, 2015 when council approved what turned out to be a 3.96 per cent property tax increase. That was a long way from your election promise to contain the property tax to no more than the Consumer Price Index.

But while that was a repudiation of you as Mayor, there was a much bigger problem brewing. While praising the contribution of the GMHI board, you did take over and named two councillors to the board. One was Karl Wettstein, who had served on the GMHI board for four years. The other was Coun. Cathy Downer. Wettstein remains silent on the activities of GMHI along with Coun. June Hofland, the former chair person of the city finance committee.

Did the city finance committee ever discuss what was going on with GMHI and Guelph Hydro, both owned by the City of Guelph?

What possessed elected officials to develop such a brain cramp about their connection with GMHI? Were they so loyal to the former mayor’s vision that they refused to blow the whistle?

What the public needs to be told are details of the wind-up of GMHI and the Community Energy Initiative. And, it is more important, to be informed of the costs resulting from this misadventure.

Stop playing games. Report to the real shareholders the details of this costly exercise to fulfill the ambition of a community leader who is no longer in power.

Meanwhile lets stop spending public funds on trails, road shrinking to create more bike lanes, wading pools, art centres and wellbeing giveaways until our house is put in order through an action plan.

Let’s learn from what happened in the 2014 election. The real political power in Guelph for the past ten years has rested with the 12 ward councillors. This will be the 2018 battleground and the citizen’s only opportunity to restore political balance on city council

 

 

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The trip wire that plunged Guelph’s finances into disarray

By Gerry Barker

Posted January 9, 2016

We go back to August 2014 when, two months before the October civic election, then Mayor Karen Far bridge persuaded her council to spend $34 million on renovating downtown police headquarters.

The mayor and Coun. Leanne Piper, appointed to the Guelph Police Services Board (GPSB), were part of that board’s decision to accept a report by management consultants KPMG that identified the costs of the project.

Leading up to this decision, was consultation with then Police Chief Brian Larkin. He was the main advocate to raise the previous $13 million estimate accepted by council in January, to the KPMG estimate of $34 million.

During much of this process, Larkin was negotiating with the Waterloo Police Services Board to become chief. He announced he was leaving in early summer. As the GPSB is not empowered to finance the $34 million, it was the job of Farbridge and Piper to convince their colleagues to spend the money.

At the same time the mayor was facing settlement with Urbacon Buildings Group over the illegal firing of the new city hall general contractor. In September the city announced it had settled the lawsuit by paying Urbacon $8.96 million, at the time, Chief Administrative Officer, Ann Pappert said the settlement would not impact property taxes.

For Farbridge, it was expedient to get these two issues behind her as she was in a tough battle with Coun. Cam Guthrie, who was running for mayor. In mid September the Forum polling firm released the results of a poll that showed Guthrie was ahead of the mayor by 15 per cent.

By this time, the mayor’s campaign went into panic mode, as there was widespread criticism of the mayor’s leadership.

But there’s more to this story.

Two decisions approved by the Farbridge administration amounted to $42.960,000. The real costs of the Urbacon lawsuit rounded out to $67 million, or some $25 million over the original contract of $42 million.

Looking back at the police HQ project, the role of former chief Larkin who left August 31 being paid some $181,000 for eight months on the job, was amplified by his ringing endorsement of Mayor Farbridge. The Ontario Police Act forbids police officers to publically endorse municipal politicians.

On December 9, 2015, the deadline for bids on renovating the new police HQ was received. So far, the city has not revealed the winner of the contract or the cost of the bid.

The police acknowledged that it has taken almost a year to prepare the bid details and necessary changes to the original estimate. They estimated the work would be completed by mid-2018, another election year.

In its first year in office, the new council has levied some 6.95 per cent property tax increases for the years 2015 and 2016. In addition more than 4.15 per cent of operating expenses have been shifted to debt.

Then the report, generated by the staff, recommending a ten-year, two per cent property tax special levy to pay for needed infrastructure repairs and replacement, was quickly taken off the council table just before 2016 budget deliberations began.

A week later the Tribune reported the facts about the proposed special tax levy stating after ten years the total collected from taxpayers would be $285,000,000. Council shoveled the report to a city committee meeting in February for consideration in the 2017 budget.

What this means to the citizens is a shrinkage of services and property values. The city’s operations and capital spending are 52 per cent higher than either Kitchener or Cambridge. Ask yourself why?

When, during budget discussion, why did Coun. Leanne piper want to hire another arborist to join the staff of five already employed for looking after city owned trees? Or why do we need a municipal holding corporation that delivers a $1.5 million “dividend” annually to the city but loses $2.8 million a year?

Why did the city replace auditing firm Deloitte Touche and hired KPMG? (Reference police HQ renovation estimated by this firm that led to an increase of $21 million.)

As the saying goes: If it smells like a fish, it’s a fish.

 

 

 

 

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