Ahead of next week’s Select Committee grilling of Carillion’s directors, Joey Gardiner delves into the £5bn contractor’s accounting practices and how it got itself into such an unholy mess
For all our Carillion coverage, go to www.building.co.uk/carillion-collapse
Next week former Carillion chief executive Richard Howson, and his long-time right-hand man and former financial director Richard Adam, alongside other former and current senior directors, will appear before a committee of MPs that look to be baying for blood over the collapse of the £5bn turnover contractor. Howson and Adam have been vilified in the press since the 43,000-strong contractor went under last month leaving just £29m of cash in the bank, a £900m debt mountain and thousands of pensioners facing the loss of a large chunk of their retirement income.
To say they have questions to answer is akin to saying the Sahara can get quite hot in summer. And it is not only MPs on both the business and work and pensions select committees that are hungry for information. There are now three other separate inquiries going on into the business, one by the Official Receiver – which has been fast-tracked at the insistence of business secretary Greg Clark – another by the financial services regulator, the Financial Conduct Authority, into the timeliness of Carillion’s stock exchange announcements. And on Monday the Financial Reporting Council, the UK’s accountancy watchdog, said it would launch an investigation into KPMG’s audit of Carillion’s financial results between 2014 and 2016 as well as the work it carried out during 2017.
The most obvious question the industry and investors are asking is how could a company worth £1bn less than a year ago, with revenue of more than £5bn, fall so quickly? In last year’s report and accounts the company was boasting of a “high-quality order book and strong pipeline of contract opportunities”, a “rigorous approach to selecting the contracts for which we bid” and a “strong and experienced leadership team”. Both MPs and the various regulators looking into the business will be asking how its reported financial position then was consistent with the mess it ended up in. So, where will they be looking?
Carillion has the hallmarks of another corporate governance failure with directors asleep at the wheel while the business went off a cliff
Rachel Reeves MP
After Carillion issued its infamous £845m profit warning last July, it became clear that it was the firm’s weak balance sheet that led to its downfall – leaving it searching to refinance while its bankers and shareholders realised there were vanishingly few real assets against which to secure their money. Rachel Reeves MP, chair of the Business, Energy and Industrial Strategy (BEIS) Committee, wants to know how the situation was allowed to get so bad, saying in a statement: “Carillion has the hallmarks of another corporate governance failure with directors asleep at the wheel while the business went off a cliff […] How is it that so many warning signs were ignored by the company and the government?”
The firm fell into net debt in 2011 with the purchase of Eaga, a disastrous £400m venture that left it on the back foot chasing work while seemingly encountering problems getting paid.
However, Carillion did publicly report its steadily worsening position from the profit warning onwards. And while Carillion from 2012 onwards used a supply chain finance scheme that allowed it to hold on to suppliers’ cash to boost its stated cash position, it publicly announced this, and its “real” cash position could be derived from published information.
When asked if Carillion’s presentation of its balance sheet and cash position were in line with normal practices Kevin Cammack, analyst at Cenkos, says: “To my belief it’s not actually done anything illegal. You can actually argue that by and large it’s been quite open.”
The ongoing investigations are yet to determine what exactly was behind the abrupt and serious worsening of its financial position last year and no findings have been made against Carillion or its directors. So enormous was the July profit warning that many, such as Kier chief executive Haydn Mursell, suspect this deterioration could not have occurred in the six months since the last published accounts and must reflect problems with a longer gestation. He told Building last week: “You would assume that sort of thing would have come out earlier, because you can’t build up that scale [of profit warning] that quickly.”
Directors may believe that if they can just get the next contract it’ll solve all their problems, and will argue they’re acting in good faith
Theresa Mohammed, Trowers & Hamlins
Carillion’s rivals had long been unsettled by it consistently reporting – until 2016 – an underlying pre-tax profit margin of more than 4%, around twice as profitable as most of its listed peers. Kier’s Mursell says: “Every company can have a year where they produce impressive results, but it’s different to do that every year. If you look at that, and things like cash generation, particularly if they haven’t got any assets that underpin debt, you then start to have more concerns.”
So how could this have been happening? Many suspect Carillion was aggressive in its interpretation of accounting rules, which allow contractors significant flexibility in reporting profit and revenue. Accounting rules are flexible in that while some contractors make conservative assumptions on profit until work has progressed on a job, others record higher profit margins from the start.
How contractors book revenue
The money contractors make from long-term projects often runs over several accounting years, posing a problem when drawing up accounts. Rather than just count cash in, the business has to make assumptions and forecasts to report what revenue is booked in any individual accounting period, and how much of that money is profit.
The most common way to do this puts an estimate of what proportion of the job is done at the end of the year, next to forecasts of the expected fee and profit margin at the end of the job, and books the consequent amount of revenue and profit.
Key to both this method, and other similar ones, is an accurate assessment of how profitable the job is ultimately likely to be. Where “conservative” contractors may initially assume contracts will break even until work has progressed far enough to be more confident profit can be realised, more aggressive firms may start recording profit right from the start.
It is the auditor’s job to challenge the assumptions that are being made and cross-check individual contracts, but the reality is no auditor can check every single receipt.
Still, KPMG, Carillion’s auditor in its last accounts, said in the report and accounts that recognition of revenue on contracts posed the biggest risk to the accuracy of the accounts. It said, before declaring itself satisfied with Carillion’s approach: “There is […] a high degree of judgment in: assessing the level of the cost contingencies to recognise; appropriately recognising variations and claims; and estimating the revenue recognised by the group based on the projected final out-turn on contracts.”
So far KPMG has defended its auditing of Carillion, claiming it acted “appropriately and responsibly”.
But one former managing director of a listed construction company alleges that Carillion bid for projects at lower margins and then in its accounts it made overly optimistic assumptions that it could make more profit. “So, from day one they were presuming 8% profit on a job bid at 3%,” he says, adding that the extra profit was assumed to come from driving efficiencies and pressuring the supply chain.
One former subcontractor to Carillion has told Building that on two major jobs his business worked on, Carillion’s winning bid vastly underestimated the cost of specialist packages – which in both cases ended up costing double its assumption.
If Carillion’s jobs were, as they progressed, turning out to have higher costs than assumed, it should have revised its view of them and written back some of the profit already taken. One question is whether, rather than writing the profit down, Carillion assumed the money was still to come in, writing up the missing cash as a “receivable” in its accounts (technically an asset on the firm’s balance sheet). A receivable is a way of a company accounting for money that it is expecting to receive from those it trades with.
Every company can have a year where they produce impressive results, but it’s different to do that every year. If you look at that, and things like cash generation, you then start to have more concerns
Haydn Mursell, Kier
This growth in “receivables”, in fact, was another sign to investors of the trouble Carillion was in. In its last published accounts, total receivables had ballooned to £1.7bn, of which money owed on construction contracts was more than £600m – almost 12% of its total turnover. This was way above its competitors. At Kier, for example, the same figure was just 3.3% of turnover, while at Balfour Beatty – which, lest we forget, has had its own problems – the figure was 4.4%.
Ultimately these receivables were not backed by cash coming in, so mounted up year on year, as admitted by interim chief executive Keith Cochrane last August, who said: “Historically, underlying earnings have not been cash-backed.”
Many feel that Carillion was overly optimistic in its accounting assumptions about the profit it could bring in on jobs. For example, one former manager at a joint venture partner with Carillion, who declined to be named, describes his experience working on a large infrastructure job. The job encountered significant problems and delays, and the client agreed to pay the 20% cost overrun, leaving the joint venture breaking even. However, to his surprise, his opposite number at Carillion refused to settle at this price, telling him that Carillion had already made an accounting assumption of a further 10% profit margin on top. The JV partner took this to mean his Carillion counterpart was reluctant to take a writedown on the job in its accounts. Ultimately Carillion had to settle at a 5% margin.
As investigations are ongoing there are no findings that any rules were broken. Even if Carillion’s assumptions are ultimately proved wrong, it does not mean Carillion broke the rules – as long as judgments were reasonable at the time. Certainly, in notes to its accounts Carillion said it made “forecasts on a contract by contract basis” and that “consistent contract review procedures” checked these forecasts. It added that “when it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately”.
Carillion directors to face MPs’ questions
The Work and Pensions and Business, Energy and Industrial Strategy Committees are undertaking a joint inquiry into the collapse of Carillion. The inquiry called its first witnesses this week, with another session due next week. The following current and former Carillion directors are due to appear before the committees:
1 Richard Howson - Chief executive, December 2012 – July 2017
2 Philip Green - Chairman, May 2014 – 15 January 2018
3 Richard Adam - Finance director, April 2007 – December 2016
4 Zafar Khan - Finance director, January 2017 – September 2017
5 Keith Cochrane - Interim chief executive, July 2017 – 15 January 2018
6 Emma Mercer - Finance director, September, 2017 – 15 January 2018
Out of time
Whatever had been going on, a new group finance director, Zafar Khan – appointed in January 2017 following the retirement of predecessor Richard Adam – undertook a balance sheet review with the help of KPMG that started to reveal the extent of the problems at the group.
But it was not until July that the firm reported the conclusions of the balance sheet review. The timing of this announcement to the stock exchange may come under the scrutiny of the FCA investigation. The FCA is investigating the “timeliness and content of announcements made by Carillion between 7 December 2016 and 10 July 2017”,
but even here the rules include a large degree of judgment as to when announcements have to be made. Under UK Listing Authority rules, firms have to make announcements when they hold information which they can reasonably expect to affect their share price – but there is no specific threshold for the size of problem that must be notified.
Questions will be asked particularly since both Carillion’s joint venture partners on one of its biggest problem projects – the £750m Aberdeen Western Peripheral Route bypass – had reported major writedowns on it by January 2017. Meanwhile, delays to the Royal Liverpool and Midland Metropolitan hospital jobs were admitted in March and May 2017 respectively.
As mentioned at the beginning of this article, a number of former and current senior management of Carillion are being questioned by the joint select committee inquiry next week. The select committee is expected to ask a wide range of questions about what led to the collapse of Carillion and the role that certain directors played in that. Committee inquiry co-chair Reeves has said: “As a committee, we will […] want to explore the executive pay arrangements at Carillion, the potential cost to the taxpayer of the insolvency, and the role of both directors and non-executive directors in the company’s collapse.”
Generally speaking, in terms of directors’ obligations and the possible consequences of any misconduct on their part, under the Companies Act, directors must exercise “reasonable care, skill and diligence” for the benefit of the members and shareholders of the company. However, even those who breach these rules have not necessarily behaved criminally, though they may be liable for fines or disqualification from being a company director. To be guilty of a crime, directors have to have been knowingly dishonest, as under the Theft Act 1968, which includes the criminal offence of “making a false statement as to the affairs of the company with the intent of deceiving shareholders or creditors”.
However, even then directors may argue that they believed they could save the company, and therefore that their actions were in the best interests of shareholders. Theresa Mohammed, partner at law firm Trowers & Hamlins, says: “There is a high threshold to get in trouble. Directors may believe that if they can just get the next contract it’ll solve all their problems, and will argue they’re acting in good faith for the benefit of their members.”
There is no suggestion that in this case any of Carillion’s directors breached any rules or laws as it is far too early to know exactly what was known and when by the directors at Carillion. Hopefully at next week’s select committee hearing, we will start to get some answers.
There are several bodies looking into what happened at Carillion, and more investigations possible.
The Official Receiver
Receivers or administrators are required to determine the cause of any company collapse, and business secretary Greg Clark has ordered a fast-tracked investigation. The Official Receiver, part of the government’s Insolvency Service, can issue fines and disqualifications to individual directors if deemed appropriate, and has a duty to follow where the evidence takes it.
Financial Conduct Authority
The FCA regulates financial services firms and the information that listed companies provide to the stock market, and has confirmed it is looking into Carillion. It has the power to impose fines and disqualify directors, and while it can take criminal action, this is only likely where it finds evidence of insider trading, rather than just inadequate reporting.
Financial Reporting Council
The FRC regulates the activities of auditors, accountants and actuaries. It has said it has been “actively monitoring” Carillion for some time and on Monday announced a formal investigation into KPMG’s audit of Carillion’s financial results between 2014 and 2016 as well as the work it carried out during 2017. It has powers to investigate the actions of auditors as well as accounting professionals within Carillion and can issue unlimited fines and remove accountants’ professional accreditation. The FRC said the probe would “consider whether the auditor has breached any relevant requirements, in particular the ethical and technical standards for auditors”.
In response, KPMG issued a statement: “As we have already commented, we believe that we conducted our role as Carillion’s auditor appropriately and responsibly.
“Transparency and accountability are vital in building public trust in audit. We believe it is important that regulators acting in the public interest review the audit work related to high profile cases such as Carillion. We will co-operate fully with the FRC’s investigation.”
Stephen Haddrill, chief executive officer at the FRC, said this week it was considering grounds to investigate “the accountants in [Carillion]” for misconduct, and whether this would extend to its directors.
Insolvency Service Criminal Enforcement Team
This team investigates where the receiver uncovers evidence of criminal activity in relation to an insolvent business. The Insolvency Service is legally barred from commenting on whether criminal investigations are ongoing, and there is no evidence to suggest such an investigation is taking place into Carillion.
For all our Carillion coverage, go to www.building.co.uk/carillion-collapse