Course:MGMT405 2023W2/Case-2i

From UBC Wiki
The Carillion Logo
Company Type Public Limited Company[1]
Ticker Sign LSE: CLLN
Industry Construction and Facilities Management
Founded July 1999
Dissolved January 2018
Fate Liquidation[2]
Debt £7 billion in 2018[3]
Headquarters Wolverhampton, UK[4]
Operating Countries Europe, Canada, the Middle East, North Africa, and the Caribbean.[5]
Peak Revenue £4.39 billion in 2016[6]
Employees 43,000 jobs worldwide[7]
Key Players

Carillion, a Fall From Grace

Carillion PLC, through a demerger with Tarmac, was created in July 1999. Tarmac, a multinational building materials company founded in 1903, wanted to rebrand its construction and professional services operations as a separate entity[8]. Although Carillion was still managing multiple construction projects, the rebranding was trying to emphasize instead its service sector strengths[9].

  • Carillion had many different projects and contracts in the private and public sectors.
  • They held contracts to construct, expand, or refurbish a series of government facilities.
  • They would then provide the facilities management such as cleaning, maintenance, waste management, or catering services. In the UK, Carillion provided professional services for:
    • 875 schools. [10]
    • Approximately 50 prisons (£200 million deal). [11]
    • Multiple hospitals, "covering the needs of 200 operating theatres and 12,000 beds and catering for 19,000 meals a day". [12]
    • 50,000 homes on different army bases. [12]
  • They would take on large road and highway construction projects, while also holding contracts for the road, lighting, and utility maintenance of said projects.
  • On top of completing hundreds of crucial projects for cities, communities, and even economies, Carillion would offer their own project financing for the majority of these government contracts[4].

By providing the construction and also maintenance services Carillion claimed to aim to build professional environments that were safe and efficient to the specific activities of each government sector.

At its peak, Carillion had around 43,000 employees worldwide and around 30,000 suppliers, subcontractors, and other short-term creditors [4]. Up until its downfall, Carillion grew through a large mix of reasonable and questionable acquisitions and became the "second largest construction company in the United Kingdom" and one of the biggest contractors for government projects[4].

What Happened With Carillion

Carillion's financial practices before its collapse were heavily criticized, including "recklessness, hubris, and greed" in its business model / culture, and questionable / misrepresentative accounting practices[13].

  • The company had a record for reckless and excessive acquisitions that were often driven out of greed and not strategy.
  • The company was under bidding on projects that were becoming unprofitable for the services they were providing.
  • Carillion's management structure and internal organization were known to be "over-complex and lacking sufficient regard to contractual risk assessment" and were often based on overly optimistic assumptions [4].
  • Carillion's debt rose from £242 million in 2009, to an estimated £1.3 billion by January 2018, showcasing the company's financial mismanagement and over aggressive expansion strategy.[14]

These main problems arose from the lack of strong governance and strategy structure among company executives. Carillion was burning through its cash to deliver the quality and standards it promised to clients, but the company finally collapsed after the banks refused to keep lending them money, taking away the last hope of restructuring to get out of the debt trap the company was in.

Important Events Timeline

Note: All British pound amounts are stated at value of time of transaction

Year Date What Happened
1999 July Carillion was created after the demerger with Tarmac.
2001 September Acquired the remainder of GT Rail Maintenance in didn't own, 51% for £51 million, thereby creating Carillion Rail. [15]
2002 August Aqcuired Citex Management Services for £11.5M, to expand it facilities management reach.[16]
2005 March Acquired Planned Maintenance Group for £40M, to strengthen its presence in the health and business services markets.[17]
2006 February Acquired Mowlem for £350M, a construction and civil enginering company. [4]
2007 April Richard Adam appointed as Finance Director. [18]
2008 February Acquired Alfred McAlpine, a major UK road builder for £572M, "making it one of the UK's largest support services and construction companies". [19]
October Acquired Vanbots Construction in Canada for £14.3M, to expand its international reach. [4]
2009 NA Carillion subsidiaries were revealed as subscribers to an illegal construction industry blacklisting body. [4]
December Richard Howson appointed as Executive Director. [18]
2010 September Richard Howson appointed Chief Operating Officer. [18]
2011 April Acquired Eaga for £306M, to expand its services in energy efficiency sector. [4]
June Philip Green appointed as Senior Non-Executive Director. [18]
2012 January Richard Howson appointed Chief Executive. [18]
December Acquired a 49% share of The Bouchier Group, a Canadian company that provides services in the Athabasca oil sands area, for £24m. [20]
2013 December Alison Horner appointed as Non-Executive Director. [18]
2014 May Philip Green appointed Chairman. [18]
July Carillion was involved in the launch of the Construction Workers Compensation Scheme.

The initiative was perceived as an insincere attempt to address the issues around previous blacklisting, rather than a genuine effort to compensate affected workers.

2015 March Analysts reported that, "Carillion was more leveraged than it reported, and predicted a 'profit shortfall' was likely". [21]
October Carillion had become hedge funds, "most popular share to 'sell short' as analysts questioned the lack of growth and rising debt". [21]
2016 December Richard Adam retired as Finance Director. [18]
2017 Jan 1 Zafar Khan appointed to board as Finance Director. [18]
March Emma Mercer, hired as finance director of construction services; brought awareness to Richard Howson and Zafar Khan of some issues around fincial reporting and company governance with which she was not comfortable. [21]
May Following Emma Mercer's expressed concerns, the board reviewed the accounting treatment for receivables, with KPMG overseeing the process. The investigation determined that while some assets were incorrectly categorized, this did not lead to any misreporting of revenue values. [21]
July 10 Carillion disclosed an impairment charge of £845 million within its construction services division, due to losses from three major projects:
  • £375 million was related to issues with three Public-Private Partnership (PPP) construction contracts in the UK. [14]
  • £470 million was related to Carillion's decision to exit markets in the Middle East and Canada. [14]As a result, the CEO resigned amid the company's first profit warning. [22]
July 11 Carillion share price fell 70 percent. [23]
July 17 Won a contract valued at £1.4 billion for the construction of the High Speed 2 (HS2) railway in Britain. [21]
July 18 Won contracts worth £158m to supply catering and cleaning services for British military sites. [22]
Aug 24 Named as lead contractor for a property development project valued at £300m in Manchester. [22]
Sept 29 Had its second profit warning of 2017, within 3 months of last warning. [22]
Nov 6 Won two contracts from the UK state-owned Network Rail, expected to generate revenue of around £200 million for the company within the following three years. [22]
Nov 17 Carillion share prices fell 34 percent after Carillion was issued its third profit warning in the year. The company followed with a statement saying "it was heading towards a breach of debt covenants and would need fresh capital". [22]
Dec 11 Kiltearn Partners, a Scottish investment firm which held the position as the largest investor in Carillion at the time, decided to sell half of their ownership and shares in the firm. [22]
Dec 13 Sold a significant segment of its healthcare facilities management operations in the UK to Serco, resulting in a £41.4 million reduction in Carillion's debt. [24]
2018 Jan 3 The Financial Conduct Authority initiated an investigation into Carillion's statements over a period of seven months, up until the profit warning issued in the previous July. [22]
Jan 15 Company collapses after all banks refuse to provide any additional financial support following the "fruitless rescue talks over the weekend". [22]

Carillion's Stock Price History

Carillion's stock price throughout the collapse. [25]

Carillion's stock price grew rapidly throughout the 90's and early 2000's due to the ambitious structure of the company and their numerous acquisitions. There are a few key things to notice about the stock price's history:

  • The company's dividend per share saw gradual increases from £9.00 in 2006 to £18.45 in 2016, showing the strong presence the company had in markets and on the LSE. [26]
  • Up until 2017, the stock price stayed relatively consistent, as no one knew about Carillion's truth until the first profit warning in July of 2017, after that there was little chance of recovery for the construction giant.
  • The UK government trying to keep the company alive, was still awarding contracts to Carillion, even after the company stock priced fell by 70% overnight. Further worsening the effects of Carillion's inevitable collapse on the country. Seen in the graph of Carillion's share price.

Carillion's Debt History

Carillion's loans over time. [25]

Carillion's loan history is also an important factor to inspect when talking about the companies actions and overall collapse.

  • Carillion's overall debt grew from start-up all the way to 2012, due to the company's aggressive expansion and acquisition strategies, which required significant borrowing.
  • However over a decade, Carillion's loans increased by over 500% as seen in the graph of Carillion's loans.
  • Carillion had plans to reduce its debt by £300 million by the end of 2018, but it was too late as the company couldn't regain stability among its debt crisis.[27]
  • The remaining £1.3 billion in debt left massive burdens on communities, governments, pensioners, and suppliers in relations with the Carillion company.

Key Players Involved in the Downfall

Richard Howson

Richard Howson, in February 2018, appearing in front of the pension committee in regards of the pressed charges. [28]
  • Richard Howson is a British businessman and the former Chief Executive Officer of Carillion from 2012 to 2017. [29]
  • During his stay at the company, his duty involved working with other executives to make quality decisions and developing strategies that direct the firm to achieve its objectives while managing any enterprise risks.
  • However, his emphasis on profitability and compensation, negatively influenced company culture, impacted the efficiency of internal controls, and encouraged employees to implement aggressive accounting practices. These resulted in misstatements of revenue and expenses, painting an optimistic picture of the company's financials, and misleading the users. [30]
  • Additionally Howson along with his team also prioritized short term gain over sustainable growth by accepting low-profit margin or risky projects that hindered the company's progress in attaining its long term objectives to expand healthily. This created financial difficulties and eventually lead to insolvency.
  • Moreover, when the first profit warning came out in 2017, Richard Howson was able to step down to a non-executive role and was compensated until the company went insolvent. [30]

Richard Adam

  • Richard Adam, a chartered accountant from England, was Carillion's financial director from 2007 until 2016. [31]
    Richard Adam, financial director at Carillion [32]
  • He majorly took part in implementing and designing accounting procedures at the firm, which contributed to the downturn of the company. One of these included early revenue recognition for projects to meet targets for renumeration and avoid further inquiries from those charged with governance. [33]
  • Adam, being against pension schemes in place, made no contributions to them for employees, depriving them of a benefit that should've been provided by the company. [30]
  • Additionally, close to his retirement, he sold his stock options in the company for about £534,000. [30] This was awfully close to the timing of the company's collapse, leading to suspects that Adam was aware of the company's failing operations and did nothing to save them.
  • After the company's insolvency, Adam was banned by the Insolvency Service from holding any director roles at a company for about 12 years for manipulating financial information and misleading the users. [33]

Alison Horner

Allison Horner, non executive director and renumeration chair at Carillion [34]
  • Alison Horner, the CEO of Tesco, was a non-executive member on the board for Carillion, and was responsible for heading the firm’s remuneration committee since May, 2014 for Carillion. [35]
  • As the chair, Allison was responsible for designing and encouraging executive compensation based on performance criteria. This became problematic when bonuses were approved for executives even when the company was facing major financial constraints.
  • When the company went insolvent, Horner was amongst the four other board members at Carillion to be sued by the government’s Insolvency service, however the case was later dropped. [25]
  • Moreover, she was promoted to be Tesco's CEO for their Asia business in May 2018 [35], after holding the position of a Chief People’s Officer at Tesco since 2011. Despite being involved in Carillion’s governance failure, Allison was able to depart the firm without any repercussions.

Philip Green

Phillip Green, Carillion's former chairman [36]
  • Philip Green served as the Chair of the board for Carillion from 2014 until the time of the company’s collapse. [34]
  • In his role, he faced difficulties in exercising governance, overseeing responsibilities of executives, and directing the company because of his overly optimistic and unquestioning approach. [30]
  • Moreover, his prior history of manipulating pension schemes during his tenure as CEO at a furnishing firm named Coloroll [34], set a negative tone at the top for Carillion and influenced the organizational culture, concerns regarding misstated pensions and manipulating financials.
  • These observations highlight how pivotal professional skepticism, oversight of efficient controls, and effective leadership are in ensuring a company’s stability and avoiding corporate governance failure.
  • At the time of the collapse, Green claimed that he was unaware about the company’s deficiencies and was also charged legally by the Insolvency Service along with Horner and others.
Keith Cochrane, CEO at Carillion after Howson [34]

Kieth Cochrane

  • Keith Cochrane was the interim CEO of the company from 2017 until its collapse in 2018, after Howson stepped down. As a successor, he was unable to lead the firm into a sustainable direction by initiating cost cutting practices or positively impacting profitability. [34]
  • When the company went insolvent, Cochrane faced charges along with other directors, which were later dropped. [25] Cochrane was then successfully able to further move on in his career with other firms.

Zafar Khan

  • Zafar Khan, financial director at Carillion after Richard Adam, defending himself against the charges pressed and 11 year boardroom ban. [37]
    Zafar Khan, a British accountant, succeeded Richard Adam as the financial director of Carillion in 2016. [34]
  • Despite his best efforts, Zafar was not able to fix the inefficiencies and accounting policies created by Adam. Khan approved 2016 balances, that contained misleading information for the users. The material misstatements included overstated profits of about £209 million and a sanctioned dividend payment of £54 million pounds. [38]
  • He was unable to attest to the accuracy of financial statements and ended up being banned from any director roles for 11 years. [37]

KPMG

  • KPMG is a global firm that provides professional services ranging from audit, assurance, and consulting. It is considered to be one of the prestigious audit firms and was responsible for issuing an audit report on Carillion. [39]
  • The company issued an unqualified audit report for Carillion in 2016, a time when the company was facing significant financial challenges and material misstatements. [39]
  • The audit report overlooked certain key areas that are key to users’ decision making, including the assessment of Carillion as a going concern, revenue recognition practices, and the accounting treatment of pensions. [40]
    KPMG, Carillion's auditor paid a huge liability to the firm's liquidators for its negligence [41].
  • KPMG later acknowledged flaws in its audit assessment related to these client assessments and account assertions, specifically addressing the need for greater professional skepticism among its employees.
  • The firm was also very cooperative with regulatory authorities, which reduced their initial penalty, ultimately reducing it from £30 million to about £15 million. [40] Additionally, KPMG also had to pay for their negligence to third parties, including Carillion's creditors. [42]

Overall, it is evident that the liquidation of Carillion was a result of actions of multiple parties than one. From the board's failure to effectively govern to the executives' emphasis on short-term gain, a lot of factors lead to a steep decline company’s financial health. Audit practices that were unable to identify errors also played a huge role in misleading the users. Collectively, these elements resulted in a failure of corporate governance and enterprise risk management. However, Philip Green, the chair of the board stands out to be the most responsible as he was unable to fulfil his duty to lead the board to direct and govern the firm, in the interests of the shareholders. [43]

Key Stakeholders Impacted by Carillion's Collapse

Carillion was able to paint a picture about their success through their financial reporting that was believed by many. It took stakeholders by surprise when the company collapsed. Here is how they were impacted:

Shareholders

  • Carillion's shares became worthless when it collapsed leading stakeholders to lose all their investments.
  • The company's shares in the last week of operation had a market capitalization value of about £61 million and were suspended from the stock market when the company was declared to be bankrupt. [44]
  • The company had a net debt of approximately £900 million and a £587 million pension deficit. [44] Since shareholders are residual owners, they have the last right to the firm's assets during liquidation and the outstanding debt for Carillion was extremely high, there was nothing left for shareholders [45].
  • Additionally shareholders also lost their dividend income from the investment, when the shares were suspended.
  • Overall, the situation lowered investor confidence in corporate governance and considered taking legal action to compensate for their loss. An example of this was Kiltearn Partners that had a 10% stake in the company. [46]

Creditors

  • Carillion's insolvency hugely impacted its creditors. The company had high and unsustainable levels of debt of around £1.5 billion and was unable to pay most of it back because of its weak profitability, cash position, and asset insufficiency even after liquidation. [47]
  • Carillion's liabilities not only consisted of long term loans but also credit purchases from suppliers. According to available data, the company owed money to between 25,000 and 30,000 businesses in their supply chain. [42]
  • Due to the auditing party's negligence in identifying fraudulent information, several creditors sued KPMG for an approximate amount of £1.3 billion. [42]
  • Creditors were unhappy to learn that Carillion continued to pay dividends of up to £79 million [38], compensation to executives, and high audit fees during financial distress, over paying back for accumulated debt, which is top priority.

Customers

  • Carillion was responsible for several government contracts in the United Kingdom, along with providing facility management services to several schools and hospitals. [48]
  • When the company was declared to be bankrupt, several of its contracts in progress faced disruptions, were halted until other service providers were found. This created inconvenience and increased costs for several customers.
  • A lot of customers were also questioned on their credibility for being associated with Carillion. The government, especially, faced scrutiny for not being able to assess risks when outsourcing projects to private companies.

Employees

  • After the firm’s insolvency, around 19,500 people lost their jobs at Carillion. However, the government’s Insolvency service was able to recover around 6,668 of these by assigning Carillion’s projects to other contractors. [49]
  • A lot of employees were also concerned about their pensions and wages that the company was liable to pay. In order to mitigate this impact, the Pension Protection Fund (PPF), headed by the government is expected to take upon its largest liability of around £900 million. [50]
  • In the long run, having worked with a company that was a systematic corporate governance failure and cultural issues, raises concerns regarding future career growth of these employees.

Lawsuits

Lawsuit filed by creditors

After months of actively defending their case, KPMG, Carillion's auditor, settled a £1.3 billion lawsuit from Carillion's creditors over allowed negligence. [51] They were accused of overlooking the red flags and accepting management's explanations for overstated revenue and understated cost positions. [42] KPMG further went on to state that the responsibility of Carillion's downfall was solely on the board and management of the company. Over 19 years, KPMG was paid £29 million to audit. [52] At a high court lawsuit in 2022, liquidators said that Carillion was insolvent for two whole years before it went bankrupt in 2018. There were clear signs of misstatements that KPMG failed to notice. [53]

Carillion disqualifications proceedings

After being forced to liquidate in 2018, their non-executive directors (NEDs) were supposed to go into trial for their disqualification of continuing as a director in any company on 16th October 2023. [54] Although the proceedings would have raised corporate governance standards in the UK, the Insolvency Service decided against the trial and decided to directly impose the disqualifications on the directors. Three of their executive directors agreed to the disqualification proceedings [54]:

  • Richard Adam: 12 1/2 years
  • Richard Howson: 8 years
  • Zafar Khan: 11 years

Carillion's Current Status

The collapse of Carillion [55] was one of UK's biggest corporate failures where people lost more than 3,000 jobs and 75,000 people were affected in the supply chain. [55] Carillion's demise held debts of £7 billion. Two years post Carillion's collapse[56], the Financial Reporting Council (FRC), the National Audit Office (NAO), and the Official Receiver were conducting investigations. As of January 2020, the FRC concluded that they will need an additional 6 months to finalize their report and the NAO released a report on the government's management of the collapse and Carillion's Private Finance Initiative (PFI) contracts. [56]

Where The Key Players Are Now

Key Players

Current Situation

Richard Howson CEO of Carillion since January 2012. Howson resigned from his position immediately after declaring Carillion's liquidation. He also resigned from his role as non-executive director at John Wood Group. [35] After the 8-year ban, he joins a technology firm in Florida named, TECfusions as their construction president. [28]
Richard Adam Finance Director since April 2007. Adam retired at the end of 2016 after being banned and selling his shares for £534,000 in March. The investigation committee deduced that Adams was the "architect of Carillion's aggressive accounting policies". [30]
Zafar Khan Finance Director for nine months between 2016 and 2017. He overlooked accounting policies at Carillion and did not make an attempt to reduce debt. He has been banned from company directorship for 11 years for computing false and misleading financial information about the company. This was the longest imposed ban ever listed by the Insolvency Service in 60 years. [38]
Alison Horner Chair of the renumeration committee. Horner's responsibility was overseeing substantial rises in pay during Carillion's collapse. She refused to take responsibility for the situation but claimed to feel sorry for what happened. She is currently in the role of chief people officer at Tesco, responsible for the actions of more than half a million employees.[35]
Philip Green Non-executive director since June 2011. Green became Chairman in 2014. After the liquidation, he accepted full responsibility of his actions. He did not continue his roles as non-executive director in the future.[30]
Keith Cochrane Senior independent non-executive director since July 2015. Cochrane became interim CEO after Howson was dismissed. Over his 6-months interim role, Cochrane could do very little to change the fate of Carillion. After the liquidation, he was appointed non-executive director of German manufacturing company, Schneck Process, a position he has since held onto. In October 2018, he was also appointed non-executive chairman at Peterhead-based Score Group. [30]

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