ABC Learning: Collapse of An Entrepreneurial Venture: Company Overview
ABC Learning: Collapse of An Entrepreneurial Venture: Company Overview
Company overview
ABC Learning grew to be Australia's largest childcare operator. Founded by
Eddy Groves and his wife, Le Neve, in Brisbane in 1988 (Durie 2008), it
managed — at its peak - approximately 1,040 of the estimated 4,700 childcare
centres in Australia and provided care services to more than 110,000 children
(Fraser 2008). Although it started its journey in Australia in 1988, ABC
Learning established itself as an international organisation that was engaged in
providing educational and development care for children around the world.
Then, in October 2008, ABC Learning was put into receivership, as 40% of its
centres were unprofitable (Ahmed 2008). To a backdrop of severe debt and
financial crisis, ABC Learning went into voluntary administration as, on 6
November 2008, the company's Board of Directors handed ABC Learning over
to administrators. The appointed administrators were continuing to look for
buyers for a number of ABC Learning centres at the end of December 2008.
All of ABC Learning's centres, however, remained open until the end of
December 2008 with the help of funds from the Federal Government. On 11
December 2008, the Federal Government announced that 55 centres would be
closed at the end of December 2008, and another 241 were declared as
1
'unviable'. $34 million was then allocated to keeping these 'unviable' centres
open until 31 March 2008 (ABC News, 11 December 2008; Ahmed 2008).
ABC Learning received approximately 44% of its revenue from the Australian
Federal Government as subsidies for the children attending its centres.
2
Chapter 1 — ABC Learning: Collapse an entrepreneurial venture
ABC Learning provided long day care services to between 20 and 25% of the
Australian market (Australian Financial Review, 5 November 2008). Many of its
centres also provided before school care, after school care and vacation care. The
dream of ABC Learning was 'to improve human life by providing the best care in
the world'. ABC Learning s vision was to ensure that each child was loved,
nurtured and educated, and thus given the best possible chance in life. To realise
this dream, ABC Learning created four building blocks to ensure the overall
wellbeing and future development of the children attending its centres. These
building blocks were: (1) a learning curriculum; (2) nutrition & physical
development; (3) centre staff training & development; and (4) facilities and
environment.
ABC Learning's tailored learning curriculum focused on each child's unique style
of learning; its aim was to allow each child to gain the maximum while attending
an ABC Learning centre. ABC Learning also developed a strong brand presence
through a consistent look and feel to its centres, standardised training of its carers,
and an authorised learning curriculum for the children.
In 2003, with only 43 centres, ABC Learning listed on the Australian stock
exchange. Since listing, ABC Learning grew larger through strategic acquisitions
in Australia, the US and the UK. After the acquisition of La Petite in the US, ABC
Learning owned over 1,015 centres in the US, making its US operations over 15
times larger than its Australian arm (ABC Learning Annual Report 2007).
ABC Learning's CEO, Eddy Groves, was forced to sell ABC Learning's US
business in April 2008 to pay down debt.
1 Childcare subsidies in Australia started in 1991 under the Hawke government. The
Howard government, in 2000, not only increased the subsidies but paid them directly to the
childcare providers rather than to parents (The Australian, November 8-9 2008).
Cases in Business and Management
of
advantage. Moreover, ABC Learning had easy access to leading organisations for
the necessary funds.
— 2.750
5200 -
—Z 2.500
2.250
4800
2.000
- 1.750
4400
1.50D
e
1.250 4000 -
- 1.000
--- 0.750
3600
A S -Volume
40000
000
4
Chapter 1 — ABC Learning: Collapse an entrepreneurial venture
On 31 July 2008, ABC Learning announced a pre-tax loss of $437 million,
including write-downs totalling $213 million for 2008. It also flagged negative
Opaque operations
There exists a common belief among policy analysts that the operations of ABC
Learning's business were opaque. The business model of ABC Learning's
childcare centres was not well devised, the economics of the individual sites were
not fully costed, and no proper analysis had been done for site selection. One
leading private equity player complained that it was difficult to unearth basic
details about the operations of the company, including the true cost of individual
childcare centres, the performance of the centres, and how long it took for centres
to become commercially viable.
1 Related-party transactions included the use of a company run by the former brother-in-law
of Mr Grove for the maintenance and refurbishment of its childcare centres. The disclosure
shows that a major part of the group's net profit was generated through a system called
'liquidated damages' and compensation from developers of new centres (Ahmed & Tingle
2008).
Cases in Business and Management
Inorganic expansion
ABC Learning's expansion was inorganic and based on borrowing, i.e. it grew
through mergers and acquisitions. Unlike organic growth, inorganic growth is not
achieved through building in-house competencies or differentiating service
features. Rather, it is achieved, through mergers and acquisitions, by leveraging
the market, the products and the revenues of other companies. ABC Learning had
relied mostly on easy credit money to grow its business overseas, and it overpaid
for some of its acquisitions. Huge loans made the company risky as its leverage
went far beyond its capacity to repay.
ABC Learning was seeking growth in earnings at the expense of profitability,
and was achieving this by raising large amounts of equity from shareholders. In a
real sense, ABC Learning's owners were being 'tapped on the shoulder' to fund
the growth in earnings (Montgomery 2008).
6
Chapter 1 — ABC Learning: Collapse of an entrepreneurial venture
An inefficient board
The lack of accounting and management skills of ABC Learning Board
members exacerbated ABC Learning's problems. The composition of the Board
was not made of people with accounting, legal and management expertise.
Rather, the Board was manned by politicians who had no expertise in the
industry. Board members did not have the ability to understand the irregular
accounting practices. Chessell and Ahmed (2008) note: 'Rapidly growing
companies such as ABC Learning need directors whose core competencies are
reading accounts, vetting deals and reining in entrepreneurial CEOs. Clearly this
was not the case with ABC Learning.' Poor management systems, questionable
accounting practices, a decline in occupancy, and the improper location of ABC
Learning childcare centres had not been addressed in a timely manner by the
Board.
In describing the poor board quality of ABC Learning, Cornell (2008)
commented: 'It's a history of hopeless governance, of a Board - the previous
Board - that appears to have had little comprehension of or willingness to probe
the opacity of the company's operations. Under former Chair Sallyanne
Atkinson, ABC Learning's Board failed to identify not just operational failures
but disturbing conflicts - or even address the fatal leverage that founders Eddy
and Le Neve Groves had in the company through margin loans3 '
Ryan, who headed ABC Learning's audit committee for five years was not
aware of the extent of related-party transactions that Groves had with his former
brother-in-law Frank Zulo and childcare developer 123 Global director Don
Jones. Some of the related transactions were conducted with the ulterior motive
of showing increased revenue and earnings to mask its true position (Chessell &
Ahmed 2008). Although related-party transactions are not prohibited by law,
adequate disclosures of such transactions are required to be made in a statutory
audit report. It is currently still unclear if such disclosure had been made by
ABC Learning.
Bill Bessemer, the chairman of Austock, was on the ABC Learning Board for
more than a decade. Austock was the broker that helped float ABC Learning in
2001. A corporate relationship was thus established between Austock and ABC
3 Margin lending is a loan that uses shares as security. The borrower (client) puts up some
of his/her own money, the bank provides some more, and the client goes off and buys some
shares. Margin lending allows an investor to pay for only part of shares in a company, but is
liable to put up further cash, or sell the shares, if they fall to a certain level - called a margin
call. Mr Groves, Le Neve Groves and two other directors of ABC Learning were forced to sell
off around $52 million in stock in February 2008 month as result of margin calls. But a
second round of margin calls on 06 March 2008 (as ABC shares plunged again) left Groves
with only a handful of ordinary shares, while his wife Le Neve has none. The 06 March 2008
margin calls also forced Mr Kemp to sell off another 2.7 million shares, leaving him with
23,659 ordinary shares (The Sydney Morning Herald, 12 March 2008).
8
Chapter 1 — ABC Learning: Collapse of an entrepreneurial venture
Learning. ABC Learning's CEO, Eddy Groves, owned a good chunk of Austock
shares, and there was too much scope for conflicts of interest. Having one's
house broker on the Board of his enterprise is not a good corporate practice
(Australian Financial Review, 7 November 2008, p. 57).
ABC Learning management adopted obscure accounting techniques in
preparation of its financial statements, helping it to prepare concocted
statements and thus concealing its true financial position. Board members have
an ethical responsibility to exercise due care to act responsibly when signing off
on new debt deals. It seems that the Board members of ABC Learning failed to
act responsibly and lacked the skills to read the accounts and realise their true
meaning.
10
Chapter 1 — ABC Learning: Collapse of an entrepreneurial venture
progressively acquire small companies to become very large, thereby stifling
competition (Karvelas 2008).
ABC Learning has liabilities of $1.66 billion in Australia, of which $955 million was
'secured charge' — i.e. owed to creditors including banks — against ABC
Learning's assets (Kruger 2008; Kruger & Carson 2008). This $955 million could be
targeted if ABC Learning is put into liquidation. The debt amount does not include
liabilities such as the class action being prepared by litigation funder IMF
(Australia) Ltd, or redundancy payments to ABC Learning staff if its centres are
closed (Kruger & Carson 2008). Unsecured creditors have claims of $600 million in
convertible notes and of $80 million in other debts. In total, 2,243 creditors are
chasing $1.66 billion from ABC Learning. ABC Learning's key shareholder, Morgan
Stanley, lodged legal action against it for alleged misleading and deceptive
conduct. Morgan Stanley bought 60% of ABC Learning's US division — at a cost of
$780 million - which owns 12.9% of ABC Learning. ABC Learning also faces a
shareholder class action for damages worth more than $100 million (Carson 2008)
arising out of its alleged misleading and deceptive conduct and the failure of its
continuous disclosure obligations 4. These shareholders own 20% of ABC Learning's
shares, which fell from a high of $8.80 to 54 cents before the suspension of
trading in its shares (Bita 2008).
ABC Learning's collapse is also turning out to be a damaging incident for the big
four Australian banks. Collectively, these four banks have almost a $1 billion
exposure.
Table 1.1 Estimated bank exposure to ABC Learning's collapse ($m)
ANZ CBA Westpac
ABC Learning 182 200 200 300
ABC Learning Notes 400
Source: Australian Financial Review, 7 November 2008, p. 67.
6 Its 34,000 shareholders will not receive anything, as only secured creditors will likely get
back some of their funds.
12
Cases in Business and Management
Federal and state governments need to come up with an integrated plan for the
continued operation of the troubled ABC Learning centres until they are bought
or taken over by private, not for profit and/or community organisations if the
worst is to be avoided and social costs minimised.
Questions
1. Critically evaluate the main reasons for ABC Learning's collapse.
2. Identify and discuss the main business features of the childcare industry.
3. How do you find the relationships between lending institutions and ABC
Learning?
4. What policy regime do you recommend for a viable childcare industry?
References
ABC Learning Annual Report, 2007.
ABC Learning's collapse could further hurt Budget, 2008, ABC Lateline, ABC
Television, News Reporter - Rafael Epstein, 06 November 2008.
ABC News, 11 December 2008.
Ahmed, N & Tingle, L 2008, ABC Learning on the brink of collapse, The Australian
Financial Review, 05 November.
Ahmed, N 2008, Non-profit operator bids for ABC centres, The Australian
Financial Review, 10 November.
Ahmed, N & Scott, S 2008, ABC Staff to get paid until year's end, The Australian
Financial Review, 11 November.
Ahmed, N & Symonds, A 2008, Crisis talks to save ABC centres, The Australian
Financial Review, 07 November.
Ahmed, N 2008, We were back on track, says founder, The Australian Financial
Review, 07 November.
Annual Report, ABC Learning, 2007.
ASX 2008, ABC Announcement: ABC learning Centres Limited Administration
and receivership: Impact on CFK, 07 November.
ASX Announcement 2008, Market Update- Australian Education Trust, 21
November.
Bita, N 2008, ABC's debt revealed as rival collapses, The Australian, 19 November.
Bita, N 2008, Kids in alphabet soup, The Australian, 21 November.
Bita, N & Sainsbury, M 2008, Families devastated as receivers threaten to close
ABC care centres, The Australian, 07 November.
Carson, V 2008, ABC childcare goes under, The Sydney Morning Herald, 06 November.
13
Cases in Business and Management
14