Read the
Forge Group Ltd.
[PDF] case study and complete the following requirements.
Quantitative Analysis:
Refer to FGL’s June 30, 2013, financial reports to complete the following:
Qualitative Analysis:
In a 2-3 page report, based on the results of your quantitative analysis, discuss the following items:
READ: Just do the summary Please
Adaptedfrom IMA
IMA EDUCATIONAL CASE JOURNAL VOL. 8, NO. 1, ART. 2, MARCH 2015
ISSN 1940-204X
Forge Group Ltd Case Study (A)The Revealing Nature of Numbers
Suzanne Maloney
University of Southern Queensland
Toowoomba, Australia, 4350.
Suzy.Maloney@usq.edu.au
THE FORGE GROUP LTD SUMMARY
In 2012-2013, Forge Group Limited had more than 2,000 employees working across
eight countries on four continents. The pride in the growth story is evident, as Forge
Group’s 2012 Annual Report (released in September 2013) lists accomplishments in
what is described as a groundbreaking year. The main milestones give a snapshot of
the types of projects the company was involved in (see Figure 1). At the time of listing
(June 26, 2007), Forge Group Ltd (FGL) shares traded for $0.56. (All monetary amounts
discussed herein are in Australian dollars. To convert to another currency, visit www.x-
rates.com.) The shares peaked at $6.98 on March 6, 2013, valuing the company at
$600 million. In less than a year, FGL was placed in a trading halt (February 11, 2014).
Voluntary administrators and receivers were appointed.
http://www.openbriefing.com/AsxDownload.aspx?pdfUrl=Report%2FComNews%2F201
30829%2F01438557
THE ENGINEERING AND CONSTRUCTION INDUSTRY
The engineering and construction sector provides significant economic activity in many
countries. Large-scale engineering and construction projects—including highways,
bridges, railways, airports, harbors, production facilities, and office and apartment
buildings—provide employment opportunities and attract large capital investment. The
quantum of resources employed in this industry and the profound affect they have on
society means that there are strict compliance, regulatory, environmental, and tax
requirements on those operating in the sector. The governments of many countries
publicly funded a number of large-scale infrastructure projects in the aftermath of the
Global Financial Crisis (GFC) to stimulate the economy.
Joint ventures and public/private partnerships are common in the industry to reduce the
risk of large-scale projects and to ensure adequate capital and expertise. Major
contracts generally involve a number of different companies with primary contractor and
sub-contractor status, all tendering and quoting on various stages of work in a project.
This makes the industry highly competitive, and therefore it is vital to have appropriate
costing and project management expertise.
Mining companies also took advantage of the cheaper finance post GFC and the
upswing in demand for minerals and resources. Large-scale mining projects have been
the driving force for some economies, especially in Australia. But with the construction
of a number of the large projects nearing completion (and moving into production
phase), there is a drop in engineering and construction spending. In Australia in 2013-
2014, engineering and construction spending was $128 billion, dropping $1 billion from
the previous year. This increased competition in the sector and, therefore, demand for
lower-priced contracts and shorter completion times.
The market value of engineering and construction companies are based partly on their
future secured order book. “Order book” is a term used in the engineering and
construction sector to capture the company’s future work and the dollar value of the
work. The future work is contracted through the normal selling of services and through
“tendering” for large-scale works needed by governments and large private companies.
If a project is very large, it may be divided into segments with a separate tender process
for each segment. Companies have to carefully consider the risk attached to each
segment of the larger project and the interrelationship of each of the segments. A
company can be held liable to another company if their segment completion is delayed
and the other company cannot complete its work on time, as per their contract, because
of the delay. For example, when building a tunnel, the riskier segment may be blasting
the rock and strengthening the actual tunnel. Excavating the ground and surfacing the
http://www.openbriefing.com/AsxDownload.aspx?pdfUrl=Report%2FComNews%2F20130829%2F01438557
http://www.openbriefing.com/AsxDownload.aspx?pdfUrl=Report%2FComNews%2F20130829%2F01438557
road may not carry the same risk but could be held up if the blasting and strengthening
is not completed on time.
In comparison to a retail or manufacturing concern, the products being sold are large
capital works that tend not to be completed within a neat 12-month period. This means
that there needs to be payment points built into the contracts. These are called
“milestones.” Once a project milestone is reached, it triggers a point when the
engineering and construction company can invoice the purchaser and recognize the
revenue in its accounts. The product cost (Cost-of-Goods-Sold) expensed against this
revenue will contain material, labor, equipment costs, and sub-contractor costs. These
costs are all capitalized into inventory at the time they are incurred but not expensed
until they reach a milestone. A lot of dollars, long-term time horizons, subjective
milestones, and the application of large capital equipment costs contribute to the overall
business risk in the sector. Many companies have suffered as a result of stalled
projects, unforeseen circumstances or problems, poor costing of the work, and
mismanaged cash flow.
Within the industry, there is usually significant take-over activity. This is driven in part by
companies not performing well and/or insolvency and also by normal merger and
acquisition activity. Smaller companies find it difficult to compete with larger companies
for the larger projects and generally need to combine or merge in some way or stay
small. This adds further risk and places the financial statements and the order book
under increased scrutiny as business valuations rely on this information.
THE FORGE GROUP LTD (FGL)
The company was a success story. It listed on the Australian stock exchange on June
26, 2007, from a private construction company called AiConstruction. It was a well-run
company that needed access to more capital if it was to continue to grow. Within a year,
it made its first acquisition by taking over Abesque Engineering. The company survived
the Global Financial Crisis and leveraged to the subsequent mining and construction
boom led by China’s appetite for minerals and resources. Over the next few years, the
company grew organically and in April 2010 another construction company called
Clough bought 13% (10.5 million shares) of FGL ordinary shares, thus becoming the
largest shareholder. Clough continued to purchase shares in FGL until it divested its
total holding of 35% in March 2013. Clough management explained its divestment by
indicating that expectations of joint ventures between the two companies did not
eventuate, and, therefore, the equity holding was cashed in to allow the pursuit of other
objectives.
In January 2012, FGL undertook a major acquisition by purchasing CTEC Pty Ltd. In
essence, the acquisition meant taking over two major projects. The Diamantina Power
Station (DPS) Project in Queensland, Australia, and the West Angelas Power Station
(WAPS) Project in the Pilbara region of Western Australia. It was expected that these
major projects would add $7.5 million and $10.8 million to earnings before interest, tax,
depreciation, and amortization (EBITDA) in 2012 and 2013, respectively. The purchase
price was $16 million up-front with further payments due on the meeting of specified
performance targets (total paid was $32.26 million). This increased FGL’s order book
significantly, and FGL’s share price rose in response. In June 2013, FGL acquired
Taggart Global for $43 million. This purchase meant that FGL was now diversifying into
asset management and into other economies.
SHARE MARKET INFORMATION
The historical share price chart since listing is shown in Figure 2.
The market closing prices, major announcements, and significant shareholding changes
are listed in chronological order in Table 1.
CTEC PURCHASE
In the wash up of the demise of FGL is the attention being paid to two main contracts:
The Diamantina Power Station (DPS) Project in Queensland, Australia, and the West
Angelas Power Station (WAPS) Project in the Pilbara region of Western Australia. Both
projects were acquired after FGL took over CTEC Pty Ltd on January 13, 2012. The
purchase of CTEC was to change the business model by bringing sub-contracting work
in-house with the intended consequence of taking out the “middle man” and thereby
increasing earnings (by negating sub-contractor margins). The CTEC purchase
payment terms required an up-front payment of $16 million with subsequent payments
conditional on meeting performance criteria (possible further payment of $40 million in
total). CTEC’s prior year (June 30, 2011) EBIT was $2 million, with expected EBITDA at
year end 2012 and 2013 to be $18.4 million and $24.8 million, respectively. The DPS
and WAPS projects were to increase this expected EBITDA by $7.5 million in 2012 and
$10.8 million in 2013.
Instead cost overruns and poor budgeting meant that the projects’ revised 2013
estimates showed a $61 million project margin loss for the DPS project and a $41.7
million project margin loss on the WAPS project. The cost overruns on these two
projects lead to the profit downgrade and contributed to the resulting shortage of cash.
Added to that was the discovery of an early payment to the vendors of CTEC Pty Ltd
before its performance conditions were met. Further, the payment of bonuses to the
previous Managing Director, Peter Hutchinson, of $375,000 was made for a successful
acquisition and integration. These payments are the subject of further investigations by
the liquidator.
DPS AND WAPS COSTING AND BUDGETING
In any business the costing and budgeting systems are critical to success. The FGL
administrator report for 2013/2014 (year ending January 2014) shows that the:
• Actual work-in-progress income for the period was $126 million below
management forecast.
• Labor costs were $70 million over budget.
• Material costs were $55 million over budget.
• Work-in-progress overheads were $22 million over budget.
FINANCIAL INFORMATION
The financial statements for 2010-2014 are presented in Tables 2-5 in your Excel
workbook.
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