Topic: Case study review
Order Description
1. What were the factors that led to the decline and fall of Horwood Bagshaw? Which was the most important?
2. Horwood Bagshaw got into trouble because of circumstances within, or beyond, its managers’ control?
3. The prime causes of their problems were external, elaborate how more effective managers have seen these coming and taken measures to ameliorate their impact?
4. What was the extent of the problems caused by management error, outline where in the management hierarchy did the prime responsibility rest?
5. What were the critical decisions where the wrong path was chosen, and why was the wrong approach selected?
6. Do you agree or disagree with the rejection of John Shearer’s takeover bid for Horwood Bagshaw in 1972 was a sensible option?
7. Was FAI justified in continuing to provide financial support for the company from 1981 to 1987?
Key areas for focus within the report.
1. Identify key problems area with Horwood Bagshaw organisation
2. Analyse the current asset performance and capacity of the Horwood Bagshaw organisation
3. Evaluate key business targets for Horwood Bagshaw during 1981 to 1987
4. Manage financial risk within the organisation
5. Monitoring financial projection
Please also refer
Brigham, E. & Houston, J . (2004), Fundamentals of Financial Management, 10th ed., Mason, Ohio : Thomson/South-Western.
HORWOOD BAGSHA W
Cop y ri ght (C) 1990 by Ro be rt S. Davie a nd Walte r J. Stamm.
The Age of November 2 2 , 1989 re ported that, just four days prio r to the South Australian state
electio n s to be hel d on November 24 , the big insuranc e com pany FAI ha d take n lega l action to
recover $4.55 million from the State Government. FAI claim ed that the SA Gove rnment had, in 1983,
guaranteed an advance of $2 million made by FAI to the agricultural machin er y compa n y, Horwood
Bagsh a w. It also claime d interest and costs.
Early background
Joh n S. Bagshaw, who h ad been traine d in England as a mill wrig ht and mechan ical en gine er, arrived
in the Colo ny of South Australia in 1838, two years after the first white settlement . The following year,
he e s tabli s hed a workshop in Ad elaide and set ab out the m anufac tu re of ag ri cult ural implem en ts with
whic h, over t he years, he was to have cons id erab le success, bot h in desi gn a nd in manu fa cture. His
son, John A. Bags haw, who eve n tually su cceeded hi m in the busine ss, was also an inn o vator; the
Bagsh a w bu siness continued to pro s per under his guidan ce.
Josep h Horwood came to South Au stralia, a s a c h ild , with h is par e n ts in 18 48. H e w or ked as a
mining engi neer in bo th Victoria an d South Aust ra lia befo r e establishing hi mself as a consulting
engineer an d machin ery dealer in Adel aide and, in 1912, foundi ng J H Horwood and Company. A
son, Hora ce Horwo od, joi ned hi s father ‘s com pany until, with th e formatio n of Ho rwood Bagsh a w
Limited, he b e cam e a n em ployee of the new compa ny and, in 192 4, a di re ctor. In 1927, the company
introduced the first head er-har vester into South Australia.
The Sheare r brothe rs, John and David, who had arrived in the Col ony with their parents in 18 52, were
also to be come involved i n the man u fa cture of agri c ultural machinery, In 187 7, as partners, they se t
up busine ss at Mannum, a town on the River Murray some fifty miles east of Adelaide, and began the
manufac ture of agri cultur al equip men t. When, in 19 10,the partne rship was di ssolve d, David
contin ued to operate the Mannu m works while Jo hn took ove r the Kilkenny (Adelaide) factory whi c h
had been e s tablished six years earlier.
The problem years
By 1972, Horwoo d Bagsh a w was operating from two fa ctories, o ne in the inn e r Adelaide suburb of
Mile End and the other, a few k ilometres f r om the city centre, in the suburb of Edward stown; It
produced a range, whic h needed upgrading, of tillage equi pme n t and headers and h ad also, since the
late 1960² s, diversified into mining equipment whi c h was pr oduced at Edward stown. It was also in
1972 that the David Shea rer co mpa n y, whi c h produced se edin g e quipmen t and headers, wa s plac ed
in receivershi p .
Mannum had a population, at that time, of about two thousand; th e possibility of the loss of its only
major indu stry was a seri ou s problem for th e to wn and one whic h co uld not be ignored by the State
Government. Government was keen to find an ap propriate buy er and to facilitate the purchase,
Horwo od Bagsh a w al so had a p r oble m involving th e Gove rnment; its fa ctory site at Mile End was
about to be a c quired to all o w for the construc tion of a freeway interchan ge,
A win/win situation seem ed likely, in that Horwood Bagsh a w could use th e m oney from its Mile End
sale to buy the David Shearer bu sine ss in Mann um, Governm ent would ge t its freeway interchan ge
and solve the Mannum pr ob lem; the townshi p woul d re tain its majo r indu stry and the employ ment in
it; and Horwo od Bags ha w would gain a factory (i n ex cha nge fo r one), g a in a product ra nge simila r to
its own, b u t po ssibly in sli ghtly better sh ape, and gain the gratitude of Governm ent. The arrangement
proc eeded. Horwood Bagsha w moved its Mile End operatio n s to Mannum but cont inued its
manufac turi ng activities at Edwa rd stown . The main st ream of agri cultural e quip ment wa s pr oduced at
H o rwood- Bagsh aw ca se 1
Mannum whil e at Edwardstown the com pany manufa c tu re d some agri c ultu ral e quipmen t and all of its
mining equipment, as well as en gagi ng i n some g ene ral engin eeri ng work.
The appointment of a new managing director, M r J Cart er, in 1972 led to a ch ange of emphasis in the
company’ s operations with much grea ter attention being p a id to importati on and le ss to local
manufac ture. This situ ation continu ed un til 197 4, when Ca rter was replaced as managing director by
Mr D Hill.
With the app ointment of Hill, the emphas is once agai n turn ed to manufac turin g as h e trie d to pull the
company back onto a sound base. Like his pred ecessor, though, he still had to contend with the
problems of two wi dely separated factories and a la ck of sufficient ca pital in the busine ss. The
problems fa ci ng Horwo od Bagsh a w were well know n in the indust ry; the pla n t at both factories was
generally run down, the ve nture i n to min ing equipme nt was not pr oduci ng the expected results an d at
the root of all the problems was the la ck of capital. Knowing the probl ems b u t reco gnising some
inherent pote n tial in cluding acce ss to ne w pr od uc ts i n hea ders and ha rveste rs, John S hea re r made a
tak eover offer; this was rejected.
After four years of effort, Hill, who had experienced problems with the Board, was replaced as
managing director in 1 978 . The n e w MD lasted about a yea r be fore h e , too was replac ed by Mr G
Sanford- Morg an who served from 19 79 until 1982, Sanford Morgan expanded the role of the
company by ing ei ght retail ou tlets an d undertaking the agg re ssive marketing, but not
manufac ture, of a ran ge of tracto rs a nd increa sing su bsta ntially the rang e of impo rted a gr icultu ral
equipment to the point where impo rts comprised so me forty per cent of the to tal sales of agricultural
equipment. Efforts were also dire cted at turning around the performan c e of the mining e qu ipment
area a s this h ad continue d to be a major disa ppointment.
The invol ve ment of FAI
By 1980, lack of an a deq uate capital b a se, a seriou s problem th rough out the 1970²s, had be coming
critical. New capital h ad to be found.
In May, 1981, FAI agreed to contrib u te $1.2 million of ordina ry capital in return for effective control of
the Board of Dire ctor s, Ei gh teen mo nths later it invest ed a furthe r $3 million in preferen ce shares a nd,
in 1983, provided a thre e year loan of $2 million agai nst a gua rant ee from the State Government. As
part of that agree ment, Horwood Bagshaw was to provide a guarante ed minimum level of
employme nt at Mannum.
In 1982 th rou gh the influe nce of FAI, Mr B McDo na ld was appo inted as the new mana ging director
with a brie f to tidy up the affairs of th e com pany and get it back on its feet. By disenta ngling the
company from its chroni cally unhealthy mining equipment ac tivities, McDonald was able to stem one
sou r ce of fun d s leak age. It also allowed him to transfer all ma nufa c turin g op erat ions to Ma nnum and,
by 1984, sell the company’ s site at Edward stown.
Ration alisation of the company’s marke ting approa ch was attempt ed on two se parate o ccasi ons. In
1983, agree ment was re ach ed, with Napier Gras slan ds, fo r Horwo od Bagsh a w to ma rket NG
products in southe rn Au stralia including that part of New South Wale s south of the River
Murrumbidge e while Napier Gr assland s would market HB products in th e no rth. The sch e me laste d
only two yea rs, during whic h time th e Horwood Ba gshaw market in no rthern and ce ntral New South
Wales was seriou sly and adversely affected.
In 1985, with encouragem ent and ad vice from the Depa rtme nt of State Developmen t, there was a
further attem p t to rationali s e Horwood Bagsh a w’s ma rk eting and to dispo s e of the costly an d la rgely
ineffective reta il outlet s . I n volving retail rep r es en tation of Horwo od Bags ha w by anoth e r company,
purchas e by that comp an y of the Horwo od Bagsh a w retail outlets a n d a prod uc t swap of
compl e mentar y lines between the two groups, it also foundered .
Two types of head ers are in use in Australia, tho s e whic h ha ve their o w n motive p o wer (Self
Propelled Headers) and, u n ique to Au st ralia, tho s e which req u ire an external p r ime m o ver (tracto r)
H o rwood- Bagsh aw ca se 2
and which are refe rred to as Po wer Ta ke Off Header s. Fo r a typical self-prop elled unit the cost is o f
the order of $135,000 while a po wer ta ke off head er of the same size cost s about $65,00 0. By the
mid-1980² s it appe ared to the manage ment and board of Horwood Bags haw that it would soon
become th e only manu facturer of PTO head ers. Seeing a po ssib le maj o r marketin g oppo rtunity, a
deci s io n was made to produ ce over tw o hundred PTO head ers, not again s t or ders but for plac ing on
the dealer s’ floors.
The sch e me was optimi s tic and inflexib le. The first unfore s een probl em was the drought of 1983
whic h de pressed th e farm machin er y market; the second was the failure of the farmin g co mmunity to
follow pa st practice and bu y machine r y after the dr ought; the third was the availability of PTO headers
from comp anies, which ha d quit or we re about to quit manufac turi ng PTO’S, selli ng off their re maining
stock. Exhibi t 7 sh ows the impa ct of the dro ught a nd sub s eque nt e vents on hea der sale s. Horwood
Bagsh a w was in no state t o handl e the probl ems.
Steady ero s io n of the capital base saw the company, in early 1985, with ma ssive debts to le nders an d
cred itors. O nce a gain, it was re scued by FAI throug h a loa n of $ 1 0 million secured ag ains t th e assets
of the compan y. As the effective ban kers to Horw ood Bag s haw, FAI continued to p r ovide substa ntial
operating fund s un til later that year when it finally b egan to ap ply the bra k es . The collapse of the
secon d attempt at joint marketing in late 1986 spelt the beginn ing of the end,
Exhibits 1 an d 2 sh ow the financi a l po sition as at June 30, 197 4; Exhibits 3 an d 4 are for 19 80 when
group ne t sal e s were $24. 92 millio n; Exhibits 5 and 6 are statem ents fo r yea r ende d June 30, 1987,
On De cem b er 9, 1987 the receiver was appointed.
H o rwood- Bagsh aw ca se 3
EXHIBIT 1
Profit And Loss Sta t ements Year e nded 30
th
June 1974
NET PROFIT FROM TR ADING 1,034,06 7
Other ex penses taken into accoun t in cal c ulation of profit
Dep r ec iation on fixed asse ts 178,855
Interest Paid 145,972
Dire ctor s Re muneration 17,500
Dire ctor s Superannu ation 2,600
Auditor’s Remuneration -Auditing Services 26,500
Other Se rvices 3,500
Provision for Doub tful Debt s 6,082
Bad Debts ch arged to Provision 22,582
Provision for Long Se rvice Leave 129,492
Provision for Annual Le ave 73,821
Provision for Sick Leave (31,00 0)
Profit from dispos al of Fixed Assets 4,835
Total other expen ses 580,739
Abnorma l Item 279,000
NET PROFIT BEFORE TAX 1,317,90 2
Provision for Incom e Tax 39,809
NET PROFIT AFTER TAX 1,278,09 3
H o rwood- Bagsh aw ca se 4
EXHIBIT 2
BALANCE SH EET 30
TH
J UNE 1974
Shareholders fund s
Subscribed capital 4,036,46 0
Reserv es
Capi tal 324,067
Reven ue 1,172,000
Contin gen cies 5 0 0 , 0 00
Accu mulated Pr of it s (L osses) (618,2 9 7)
Total reserves 1,377,77 0
Surplu s on Consolidation 465,125
Equity of Outside Shar eholders 9,673
Total capi t al and reserv e s 5,889,02 8
Ass e ts
Fixed assets
Freehold L a nd & Buildings
At Cost 47,143
Adjustment for indep end ent valuation 19 74 1,289,60 0
Less Depreci a tion 0
Total freeh old land and b u il ding s 1,336,74 3
Plant Machinery and Equi pment
At Cost 1,466,13 7
Adjustment for revaluation 1962 793,359
Provision for Depreciation (1,235,4 4 0)
Total plant, machi nery and equipment 1,024,05 6
Motor Vehicles
At Cost 331,192
Provision for Depreciation (126,8 2 7)
Total motor v ehicles 204,365
Furnitur e & Fi ttings
At Cost 151,770
Adjustment for revaluation 1962 47,336
Provision for Depreciation (62,69 8)
Total furniture and fittings 136,408
Total fixed ass e ts 2,701,57 2
Intangible assets
Resea r ch & Development Expenditure 87,750
Patent Rights 7,800
Total intangible assets 95,550
Curr en t as sets
Stocks on Hand 6,363,55 6
Trade Debtors (After provision for doubt ful debts) 1,815,96 8
Other Debtors & Prepaym ents 360,018
Cash on Han d 22,572
Total c urrent ass e ts 8,562,11 4
Total as sets 11,359,2 36
H o rwood- Bagsh aw ca se 5
EXHIBIT 3
Profit and Loss Sta t ements Year Ended 30
th
June 198 0
1 9 8 0 1 9 7 9
$ $
Operating Profit before Income Tax 492,687 1 1 3 , 0 03
Other ex penses taken into accoun t in cal c ulation of profit
Dep r ec iation on fixed asse ts 248,543 214,885
Interest pa id to other pe rso n s 1,231,83 3 1,022,35 9
Dire ctor s Remuneration 24,089 26,994
Dire ctor s Sup e ran nuatin g 3,667 18,480
Auditors Remuneration
Audit 56,000 57,000
0 t h e r 2 0 , 0 0 0 1 2 , 3 9 0
(Profit) loss o n disposal of fixed assets (21,31 3) (21,58 0)
Total other expen ses 1,562,81 9 1,330,528
Income Ta x Expense 0 0
Net Profit after Inco me Tax 492,687 1 1 3 , 0 03
Capital p r ofit on sale of rea l estate 24,000 0
Net pr ofit 516,687 1 1 3 , 0 03
Interest of mi nority shar eho lders (60 ) 10,420
Interest of Ho rwo od Bags ha w sharehol de rs 516,747 102,583
Accumulated Losses Brou gh t Forward (732,6 6 1) (798,3 1 0)
Transfer from General Re serve 500,000 0
Available for allocation 284,086 (695,7 2 7)
Appro priatio ns
Dividen ds
Interim Dividend Paid
Preferen ce 18,467 18,467
Ordina r y 0 0
Final dividend provisi on
Preferen ce 18,467 18,467
Ordina r y 1 7 6 , 8 23 0
To ta l div idend 213,757 3 6 , 9 3 4
Transfer to Capital Reserve 2 4 , 0 0 0 0
Total appr opriations 237,757 3 6 , 9 3 4
Accumulated Profits/(L osses) Carried Forwa r d 46,329 (732,6 6 1)
H o rwood- Bagsh aw ca se 6
EXHIBIT 4
Balance shee t As at 30
th
June 198 0
Note 1 9 8 0 1 9 7 9
$ $
Equity
Subscribed capital 4,036,460 4,036,46 0
Reserv es
Ca p i t a l 1 371,489 347,489
Re v e nu e 1 435,066 935,066
Ac c umulated Profits(Losse s ) 4 6 , 3 2 9 (732,6 6 1)
Surplus on Consol idat ion 1 464,564 464,564
Total reserves 1,317,448 1,014,45 8
Interest of Ho rwo od Bags ha w Sha r eholde rs 5,353,90 8 5,050,91 8
Interest of Mi nority Shareho lders 52,789 52,789
Total shar e capital and reserves 5,406,697 5,103,76 7
Ass e ts
Fixed assets
Freehold L a nd & Buildings
At Cost 522,415 461,341
Adjustment after indep end en t valuation 1 974 1,265,35 0 1,265,35 0
Less Provi s io n for Depr ec ia tion (117,5 3 1) (88,94 7)
Total freeh old land and b u il ding s 1,670,23 4 1,637,74 4
Plant Machinery & Equipm ent
At Cost 2,032,70 8 2,024,41 2
Less Provi s io n for Depr ec ia tion (1,143,9 5 2) (1,050,4 3 0)
Total plant, machi nery and equipment 888,756 973,982
Motor Vehicles
At Cost 330,370 103,628
Less Provi s io n for Depr ec ia tion (76,33 7) (51,43 6)
Total motor v ehicles 254,033 52,192
Furnitur e & Fi ttings
At Cost 240,350 215,363
Less Provi s io n for Depr ec ia tion (124,5 5 4) (113,9 2 2)
Total furniture & fittings 115,796 101,441
Total fixed ass e ts 2,928,819 2,765,35 9
Intangible assets 2
Resea r ch & Development expenditure 120,000 125,500
Patent Rights 95,000 0
Total intangible assets 2 1 5 , 0 00 125,500
Curr en t as sets
Stocks on Hand 3 8,344,34 4 7,884,60 7
H o rwood- Bagsh aw ca se 7
Trade Debtors (after p r ovision fo r doubtful debts) 4 3,460,67 0 2,545,40 0
Other Debtors & Prepaym ents 261,312 378,474
Cash at Bank 106,215 39,069
C ash on Han d 3 0 , 4 2 8 4 1 , 8 4 6
Total c urrent ass e ts 12,202,969 10,889,3 96
Total as sets 15,346,788 13,780,2 55
Liabilities
Current liabilities
Bank Over draft (Secu r ed) 2,429,94 2 2,522,74 5
Bills Payable & Other Borrowing s 2,227,37 3 1,409,50 6
Trade Creditors 2,470,49 7 2,297,34 9
Provisions & Accrued Liabi lities 1,381,44 9 1,142,91 8
Provision for Taxation 0 890
Provision for Final Dividend 195,290 18,467
Total current liabilities 8,704,551 7,391,87 5
Long term liabilities
Fixed Depo sit Advance (s ec ured) 1,063,32 4 1,063,32 4
Mortgage Loans (sec ur ed ) 172,216 221,289
Total long term liabilities 1,235,540 1,284,61 3
Total liabilities 9,940,091 8,676,48 8
Net asse ts 5,406,697 5,103,76 7
Notes
1 R eserves
Capita l Re serves compri se:
Capital Profits Re serves
Balance as at 1st. July 197 9 94,616 94,616
Transfer from un-ap propriated profit 24,000 0
Balance 30th. June 1980 118,616 94,616
A s s e t Revaluation Reser v e 252,873 252,873
Total capital rese rve 371,469 347,489
Reven ue Reserves com p ri se:
General Reserve
Balance 1st. July 1979 763,066 763,066
Transf er t o P r of it & Loss A ccou n t (500,0 0 0) 0
Balance 30th. June 1980 263,066 763,066
Stock Reserv e 80,000 80,000
Dividend Equ a lisatio n Reserve 92,000 92,000
Total reserves 4 3 5 , 0 66 935,066
H o rwood- Bagsh aw ca se 8
2 I n t a n g i b l e ass e t s
Resea r ch & Development expenditure at cost le ss a mounts written off
. Balance last year 125,500 149,000
Capitalised fo r year 63,000 63,000
Written off for year (68,50 0) (63,50 0)
Total capitalised re sea rch a nd develop ment 120,000 148,500
Patent Rights
Duri ng the year the Compa n y acquired t he patent
rights to manu facture ce rtain items of eq uipment.
The amo unt paid was $1 00 ,000 which is to be
written off over 10 yea r s).
Purchase cost of Rights 100,000 0
Written off for this year 5,000 0
Balance at 30
th
June 19 80 95,000 0
3 Stocks on ha nd
Raw Materi al & finished go ods 6,763,62 0 6,004,84 1
Work in Progress 2,291,199 2,222,73 0
Less amounts owing on fin ishe d goo ds under
Belmont (610,4 7 5) (242,9 6 4)
Less Provi s io n for Losse s (100,0 0 0) (100,0 0 0)
Total sto c ks on hand 8,344,344 7,884,60 7
4 Provis io n for doubtful debts
Balance last year 103,000 103,000
De b ts written o f f (10,00 0) 0
Additional Provision 12,000 0
Total pro v is io n for doubtful debts 1 0 5 , 0 00 103,000
H o rwood- Bagsh aw ca se 9
EXHIBIT 5:
Profit and Loss Sta t ement Year en ded 30th. Ju ne 1987
1 9 8 7 1 9 8 6
Operating revenue
Sales Revenue 8,791,02 8 10,635,0 00
Other Revenue 605,474 30,329
Total operatin g revenu e 9,396,50 2 10,665,329
Operating (los s) befor e Income Tax (7,789,8 6 8) (2,975,7 4 9)
After Accounting for the Following:-
Dep r ec iation of Fixed Assets 186,590 175,316
Lea se Rental Cost s 296,669 339,869
Interest pa id to other pe rso n s 88,027 391,263
Dire ctor s’ Remuneration
Auditors’ Remuneration
Audit Service s 84,000 84,000
Other Se rvices 3,900 5,430
Profit from dispos al of Fixed Assets 3,936 30,329
Loss on disposal of Fixed Assets 1,420
Abnorma l Item (Note 1 ) 3,554,55 0
Income Ta x Expense
Net (loss) after Inc ome Tax (7,789,8 6 8) (2,975,7 4 9)
Capital Surplu s on di sposal of non-current assets 37,428
Net (lo s s) (7,752,4 4 0) (2,975,7 4 9)
Accumulated (losses) bro ught forwar d (9,442,2 4 6) (6,466,4 9 6)
Available for appropriation (17,19 4,686) ( 9,442,24 5)
Transfer to Capital Reserve 37,428
Accumulated (losses) carri ed forward (17,23 2,114) ( 9,442,24 5)
Note I:
Provision for stock returns, recoveries a nd losse s 731,000
Special Provision for Dou btful Debts an d
associated Costs 755,000
Losse s as a result of Recoveries and
Rep o sse ssion s 2 , 0 6 8 , 5 50
Total abno rmal item 3,554,55 0
H o rwood- Bagsh aw ca se 1 0
Horwood-Bagshaw case 11
EXHIBIT 6
Balance Sheet As at 30th June 1987
1987 1986
Funds employed
Share capital and reserves
Issued Capital 8,215,280 8,215,280
Reserves 1,829,152 1,791,724
Accumulated Losses (17,232,114) (9,442,246)
Total share capital and reserves (7,187,682) 564,758
Non-current liabilities
Fully Drawn AdvanceSecured 48,154 154,401
Mortgage LoansSecured 5,844
Long Term loanSecured 21,183,439 15,194,489
Total non-current liabilities 21,231,593 15,354,734
Current liabilities
Bank Overdraft 154,738
Bills Payable & Other Borrowings 24,877 24,103
Trade Creditors 2,201,511 2,554,446
Provisions & Accruals 1,931,466 1,041,833
Total current liabilities 4,157,854 3,775,120
Total funds employed 18,201,765 19,694,612
Represented by
Fixed assets 2,277,476 2,298,627
Intangible assets 597,500 474,000
Current assets
Inventories 11,861,307 9,302,563
Trade Debtors 2,615,931 7,120,582
Other Debtors & Prepayments 726,001 413,334
Cash at Bank 123,550 85,506
Total current assets 15,326,789 16,921,985
Total assets 18,201,765 19,694,612
EXHIBIT 7
Aus tr alian Head er Sales
0
200
400
600
800
1000
1200
1400
1600
1800
1980 1981 1982 1983 1984 1985 1986 1987 1988
PTO units
Self -pr opelled units
H o rwood- Bagsh aw ca se 1 2