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pounds 200m question over Rover accounts
Ian Griffiths, Patrick Wintour and Terry Macalister
9 April 2005
© Copyright 2005. The Guardian. All rights reserved.
Questions were last night asked about pounds 200m of MG Rover cash and assets which do not appear in published accounts.
A Guardian analysis of MG accounts and those of Phoenix Venture Holdings, the private company controlled by the Phoenix four businessmen running MG, has highlighted an apparent mismatch between known cash inflows and the uses to which they were put.
The discrepancy could be explained by accounting technicalities. But yesterday executives were too busy working with administrators of the collapsed business to explain how the pounds 200m can be accounted for.
Last night, meanwhile, Labour scrambled to minimise the political damage from the crisis at MG Rover, where administrators were formally appointed yesterday afternoon following the failure of talks with China's Shanghai Automotive Industry Corporation on a joint venture.
Tony Blair flew in from Rome to team up with Gordon Brown for talks on the Longbridge plant, at the heart of a region containing half-a-dozen vital Labour marginals.
It was time to "just roll our sleeves up" to keep as much production and as many jobs as possible, he said. Downing Street revealed the prime minister had written to the Chinese government expressing continued goodwill, and suggested the SAIC deal might be revived in a different form.
Trade and industry secretary Patricia Hewitt's office said that one of the frustrations in recent weeks has been the "unwillingness of Rover to open its books fully either to us or to the Chinese government".
Her office said any questions about allocations of funds would be for the adminstrator to examine. It could not comment on the accounts since it had no direct knowledge.
Ms Hewitt had stressed that, followng pressure from government, the company directors had agreed to put forward pounds 10m of their own money to secure the deal.
The apparent mismatch between the company's cash flows is the latest example of the accounting confusion which has proved frustrating.
MG Rover was bought from BMW by the "Phoenix four" Midlands businessmen less than five years ago.
Ms Hewitt refused to rule out a formal investigation into the actions of the Phoenix four but it was first up to the administrators to report. "We have got to wait on that," she said. The four paid pounds 10 for MG Rover but the business came with a multimillion dowry of cash and assets. BMW gave MG Rover an interest-free loan of pounds 427m, repayable by 2049, and handed over cars made but not sold valued at pounds 385m.
The business also came with more than pounds 112m of cash. BMW gave the car company a further pounds 65m in cash when it handed over the Powertrain business in 2001.
Subsequently Phoenix Venture Holdings (PVH), the private firm controlled by the Phoenix four, raised more than pounds 200m by selling off Longbridge land and buildings, the parts business and technology to SAIC.
It was MG Rover's failure to forge an alliance with SAIC which triggered the its demise.
The cash and assets with a value of pounds 1.2bn are clearly identified in published accounts and press reports.
PVH has consistently said that funding the continuing trading losses is the biggest drain on its cash flow. Analysis of published accounts, taken with estimates of losses incurred since December 2003, the last year for which accounts are available, suggests combined operating losses amount topounds 800m since it was bought from BMW.
A further pounds 200m of outgoings on items such as asset acquisitions can be identified from accounts. The total pounds 1bn outflow is pounds 200m less than the established inflows.
Yesterday Ms Hewitt found herself under political attack. Conservative industry spokesman Stephen O'Brien questioned why she had announced MG was calling in the receivers before it did so itself. She argued this was the result of an agreement with Rover when it had told her at 8.40pm it was calling in receivers that the department and company would release statements, but that did not happen due to confusion in the firm, she said.
Rover crisis, pages 8 and 9
David Gow, page 22
Leader comment, page 23
Guardian Home Pages
Crucial factor of pounds 215m gap in the balance sheet: Finances How was the money spent?
9 April 2005
© Copyright 2005. The Guardian. All rights reserved.
It was the pounds 10 purchase price which grabbed the headlines when the "Phoenix four" Midlands businessmen bought MG Rover from BMW five years ago. But it was the pounds 1.2bn dowry of cash and assets the four inherited which held the key to the company's future.
With MG Rover Group and its Powertrain engines and gearbox sister languishing in administration, questions are being asked about how the cash has been spent.
Identifying the cash and assets which provided the sizeable financial cushion designed to protect MG Rover as it came to terms with independence from BMW is easier.
The published accounts of Phoenix Venture Holdings (PVH), the company controlled by the Phoenix four, and Techtronic 2000, an intermediate holding company which owns MG Rover Group and Powertrain, show a steady flow of cash and assets made available to the business.
Topping the list is pounds 427m handed over by BMW in three separate tranches by way of an interest free loan. The loan is not repayable until 2049.
Added to this were more than 60,000 cars BMW had made but not sold when Rover was handed to its new owners. The value attributed to the stockpile was pounds 385m on December 31 2000.
The MG Rover business came complete with existing cash deposits of pounds 112m. In 2001 PVH acquired the Powertrain business from BMW. As part of that deal PVH received a further pounds 65m from the German car maker.
Under PVH's stewardship, the old MG Rover business has been completely restructured. As part of that, a number of key assets have been sold.
The Longbridge land and buildings were sold under leaseback deals which raised at least pounds 58m. The parts business was sold, raising more than pounds 100m for PVH.
More recently the company sold key technology, notably relating to car engines, to Shanghai Automotive Industry Corporation.
When the list of cash and assets is totalled, it reveals MG Rover's senior management have had pounds 1,214m at their disposal.
The published accounts reveal that the reported operating losses between April 2000 and December 2003 for first Techtronic 2000 and subsequently PVH amounted to pounds 613m. Operating losses are often inflated by non-cash items such as depreciation.
The Guardian estimates the operating losses for 2004 and the first three months of 2005 at PVH were pounds 186m. On that basis, total losses to be funded since the acquisition from BMW amount to pounds 799m.
On top of that, analysis of the published cash flow statements up to December 2003, the last year for which accounts have been published, indicate that PVH spent a further net pounds 200m on items such as fixed assets, acqusitions, interest and tax. Identified cash outflows thus total pounds 999m.
A company spokesman said executives were too busy working with the administrators to offer an explanation for the pounds 215m mismatch between cash in and cash out.
There are a number of simple accounting explanations for the discrepancy. PVH and its subsidiaries may be holding cash balances. It may have acquired assets or incurred other significant cash outflows in 2004. [R&D, maybe? What do you think?]
But given the far reaching consequences of the decision to call in the administrators, the company will be under pressure to explain how the money has been spent.
LOOK AWAY NOW IF YOU'RE ONE OF THE 25,000 FACING HARD TIMES AFTER ROVER'S COLLAPSE. HERE ARE THE. . . £40M FAT CATS.
WHILE more than 25,000 workers at Rover and its suppliers face a bleak future, the five men who headed the company can comfort themselves by checking their bank balances.
9 April 2005
(c) 2005 Associated Newspapers. All rights reserved
John Towers, Peter Beale, Nick Stephenson and John Edwards bought the company for £10 in 2000. Since then, together with their chief executive Kevin Howe, they have taken more than £40million out of MG Rover. They have been paid £9.7million and set up a £16.5million pension fund, while the four founders took £10million as a 'loan repayment', together with £1.537million in interest, and will soon share a £2.6million windfall from the winding-up of MGR Capital, the company's car financing wing. Here GORDON RAYNER profiles the Fat Cat Five.
Age: 57 Position: Chairman of Phoenix Venture Holdings, which bought Rover from BMW for £10, and chairman of Rover. Home: Lives with wife Beth in modern £500,000 executive home in Bourton on Dunsmore, near Rugby. They also have a flat in Quinta do Lago, Portugal. Two grown-up children, Laura, 24, and Michael, 22.
Drives: Rover 75 estate, MG sports car.
Career: Durham Johnston grammar school, mechanical engineering degree at Bradford University then joined Perkins Engines as student apprentice in 1966, staying there for 17 years.
After spell at tractor maker Massey Ferguson, where he became managing director, moved to Rover Group in 1988, rising to chief executive by 1994 before leaving to join Birmingham-based engineering firm Concentric Group. Established Phoenix Venture Holdings with Beale, Stephenson and Edwards to buy out Rover.
During the takeover Towers played up his image as down-to-earth executive, insisting he was not interested in personal gain. 'I was thinking yesterday that I really must develop a
"greedy *******" profile because, unfortunately, people think you are a bit odd if your aims are modest,' he said shortly after the takeover, in what can now be seen as one of the most ironic comments of the decade.
In the five years since the buyout, he has taken at least £8.7million out of the company.
He and his co-directors defend themselves by saying they all put in £60,000 of their own money and 'took a risk' when Phoenix bought Rover.
But these claims were rubbished by BMW (GB) managing director Jim O'Donnell, who said the men took no major risk because BMW gave Rover a £550million loan and a huge stock of new cars when it sold the firm.
In March last year, Towers was questioned by the Trade and Industry Select Committee, when Martin O'Neill MP suggested he and his codirectors were engaged in 'financial sleight of hand' by ringfencing capital assets from the rest of the company to make sure they were protected from future losses.
Thanks to a restructuring of the company in 2000, Studley Castle, a conference centre in Warwickshire, was one of the assets separated from the car firm. The four Phoenix founders retain ownership of the castle - worth £3million.
Age: 56. Position: Phoenix deputy chairman. Home: Lives in £500,000 former Victorian bakery in village of Aston Cantlow on outskirts of Birmingham with partner Sally, a water company quality control inspector.
Drives: Rover 75, plus 170mph Chevrolet Corvette drag racer. Career: Educated at the private Ampleforth College near York, studied engineering at London University then worked for Perkins Engines with Towers from 1970 to 1978 before joining Leyland Vehicles, later to become Rover. A member of Rover group board from 1996-99.
In addition to payments from Rover, he has also benefited from Mira, a company of which he is a director, being contracted by MG Rover for consultancy services worth nearly £2.4million in the two years to the end of 2002.
Age: 43. Position: Phoenix chief executive. Home: Lives with wife Tracey in £875,000 converted barn in village of Cherington, near Shipstonon-Stour, Warwickshire.
Drives: Porsche Cayenne, Rover 75, MG sports car.
Career: Educated at Newcastle College in Staffordshire, North Staffordshire Polytechnic and Warwick University, started working life with Michelin as a management apprentice before moving on to Rover, where he became unpopular with the workforce because of his confrontational style. Moved to Rolls-Royce, where he spent just six months before being brought back to Rover by the Phoenix Four and included in their £16.5million trust fund.
Renowned as a corporate 'hard man', bears more than a passing resemblance to The Office's David Brent. He was one of the directors behind a decision in 2001 to cut Rover workers' pensions whilst making them pay more into the scheme themselves. At the same time he and his colleagues were putting together their £ 16.5million trust fund.
Age: 49. Position: Phoenix director. Home: Lives with wife Jane in £750,000 Victorian manor in Dunhampstead, Worcestershire, which has been recently enlarged with the addition of garages and outbuildings. Drives: Rover 75. Career: Educated at North Bromsgrove High School in Worcestershire and Wye College in Kent, he joined accountants Price Waterhouse as a tax manager in 1981, then spent six years as a partner at another accountancy firm, Harrison, Priddey & Co, in Bromsgrove, during the 1980s before joining Edwards's car dealership as finance director in 1989.
Before the Trade and Industry Select Committee last year, Beale admitted directors had taken 'extraordinary rewards' from the company, but claimed they had taken 'extraordinary risks'.
Age: 52. Position: Phoenix director Home: Newly-built sixbedroom house in pretty Warwickshire village of Claverdon with state-oftheart £30,000 kitchen, guest suite and games room. Two years ago Edwards added an indoor swimming pool complex, with sauna and Jacuzzi, bringing the property's value up to more than £1.3million. Drives: Mercedes S Class, Toyota Land Cruiser, Rover 75, Austin Healey classic sports car. Career: Educated at Bromsgrove County High School, gained chemistry degree from Birmingham University.
Inherited his father's Rover franchise, Edwards Cars Ltd, of Stratford upon Avon, before being catapulted into the realms of the super-rich by the Phoenix deal.
He is estimated to have averaged a salary of £500,000 per year since the buyout, and, like Towers, took a £ 2.5million payment when their initial 'loan note' was redeemed, together with around £400,000 in interest payments.
He has received £165,000 of dividends from MGR Capital and will make £650,000 when the finance company is wound up. He is a beneficiary-of the £16.5million pension fund and, as a Phoenix director, partowner of Studley Castle.
Knowing that he was in line to receive the £ 2.5million 'loan note' payout from Rover, he wasted little time in spending it.
One neighbour described the couple as being 'like something out of Footballers' Wives', adding: 'He's not liked at all. He is fiercely territorial over his house and once tore a rambler off a strip for leaning on his fence while having a breather. They swan around as if they own the village but they've only been here five minutes.'
Edwards also owns two aeroplanes which he keeps at nearby Wellesbourne airfield. He bought the first, a twoseater Cessna 172S, for £80,000 as a Christmas present for his son, who was then 18, in 2002. In June last year he spent £190,000 on a six-seater Cessna 206H, despite not having a pilot's licence.
A member of the airfield's flying club said Edwards hired a private pilot to fly his plane for him, and described him as 'aloof and better than everyone else'.
One former business associate said: 'All he has ever craved is extreme wealth. To him, Rover has always been a cash cow. His attitude will be, "I took a risk and I deserve the payback".'
The white-collar drones who destroyed a car giant
9 April 2005
(c) 2005 Independent Newspapers (UK) Limited . All rights reserved. This material may not be published, distributed or exploited in any way.
There"s an episode of The Office where David Brent finds a novel way to fill one of his many empty days. In the absence of any proper work to do, the deluded middle manager devotes an afternoon to hiring a new secretary. I was reminded of this when I heard that MG Rover had reached the point of collapse. The decline of Britain"s last major car manufacturer will be widely debated; a host of factors may be held to blame. But amid the bluster of politicians and trade unionists, one pressing fact remains: a casual waste of resources " the fault personified by Mr Brent " is at the root of Rover"s downfall.
During the late 1990s, a summer job bought me face to face with daily life at the 100-year-old firm. For a brief, illuminating period, I worked at the company"s engineering works at Gaydon, a sprawling facility off the M40 in Warwickshire. It employed close to 3,000 people, and was devoted (so far as I could tell) to new product development.
At the time, BMW owned the company. It had taken over in 1994, with big ideas about modernising Rover"s bloated infrastructure and turning it into a profitable enterprise. But its early sense of purpose was quickly coming to nought; even the ruthlessly efficient Germans were unable to cut a swathe through the slobbering British car giant"s middle management.
MG Rover was a shambles. No other word can do justice to the scale of the inefficiency. Vast rooms housed colonies of white-collar drones. They had smart desks, subsidised company cars and fat pensions. But when you peered beneath the surface " how can I put it? " nobody actually seemed to "do" anything.
Timekeeping was reasonably strict: you had to clock in in the morning and clock out a certain number of hours later. But within those parameters, staff could more or less act as they pleased. Senior managers had little grip on their brief, and output (seemingly) was never monitored. As a result, legions of well-paid staff sat twiddling their thumbs. The working week wasn"t exactly arduous, either. Everyone was given Friday afternoon off. Holiday entitlements were generous, and lunch lasted as long as you thought you"d get away with. In the hot weather, many staff left their desks to do some "photocopying" and caught a tan outside.
Given this, it was strange to see MG Rover using employment agencies to recruit even more spare staff during the summer months. We were paid £6 an hour " far more than other local firms were offering in those days. In return, temps spent their days firing off e-mails to friends, and playing Solitaire on the computer.
My then girlfriend booked a seat in the first-class carriage of this gravy train when she landed a job as a PA to one of the firm"s senior engineers. Not long after she started the job, the reason for her employment became apparent. Her boss had embarked on an affair with his previous PA, and decided that she should be promoted in order to accompany him on business trips. In six months at MG Rover, my girlfriend estimates she did a total of two full days" work.
All huge companies can be complicated, opaque institutions. So perhaps it isn"t surprising that pockets of inefficiency should have existed, not least at a firm the size of Rover. They were perhaps the natural hangover from its days as the state-owned monolith British Leyland. The real scandal since that era has been the failure of market forces to result in corporate reform. When a company is poorly run, it is like the emperor"s new clothes: nobody wants to alert their bosses to the bleeding obvious. If the scandal of overstaffing had been ended, the 3,000 workers at Gaydon in the short term would have been subjected either to redundancy or to a more arduous workload. A turkey isn"t going to vote for Christmas, so mouths were kept firmly shut; Rover continued its steady progress towards oblivion.
In 2000, when BMW finally gave up and washed its hands of the Rover marque, the Gaydon facility was sold to Ford, who used it to develop Land Rovers. I would be very surprised if more than half the former employees remained. As to the rest of the company, it has been argued that British assembly lines (such as Longbridge) are no longer able to compete against other global giants. But I"m not so sure the blue-collar staff are to blame. At Gaydon, if David Brents hadn"t ruled the roost, Rover might " just might " have had a future.