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Sule Arnautovic, managing director of Jirsch Sutherland and one of the administrators responsible for <a href="https://www.smartcompany.com.au/finance/45146-reheated-pie-face-emerges-from-voluntary-administration">keeping Pie Face alive</a>, has admitted there was a point during the voluntary administration of the pie chain when there was “no really obvious parachute” to save the company.
In an inside account of a voluntary administration that is rare in corporate life, Arnautovic has given his account of the episode in Pie Face’s chequered history in the <a href="https://www.jirschsutherland.com.au/wp-content/uploads/2015/03/Pie-Face.pdf" target="_blank">March edition of the Australian Insolvency Journal</a>.
“There were certainly some tough conversations on the way through the voluntary administration between [fellow administrator] Rod Sutherland and I about what sort of tolerance we would take risk to because there were big numbers accumulating that we were personally on the hook for,” said Arnautovic.
Arnautovic is referring to the deal the administrators netted with Pie Face secured creditor TCA Global, which “advanced a couple of million US dollars to get the thing out of a pickle and they have now advanced another $US2 million to keep it trading”.
The deal with TCA Global was a key part to the deed of company arrangement presented by Arnautovic and Sutherland and accepted by creditors at the end of December 2014.
Under the deal, Pie Face creditors accepted no more than 19 cents in the dollar for total creditor claims, excluding inter-company claims, worth $50 million.
But editorialising on the outcome of the administration, the Australian Insolvency Journal said it’s “perhaps fair enough” that Pie Face shareholders <a href="https://www.smartcompany.com.au/leadership/management/45701-pie-face-founder-wayne-homschek-turfed-from-board-as-new-management-team-seek-to-turn-things-around" target="_blank">chose to oust co-founder and “chief visionary” Wayne Homschek from the company’s board</a> as the chain was “radically diminished” by the time it emerged from administration.
The article also reveals Homschek was served “director penalty notices” by both the Australian Tax Office and the Office of State Revenue, which were both Pie Face creditors.
“That’s quite a burden for someone lumbered, fairly or otherwise, with primary responsibility for Pie Face’s spectacular implosion in the latter half of last year,” the publication said.
<h2>“A sale was not a live option”</h2>
Consistent with his <a href="https://www.smartcompany.com.au/finance/45165-pie-face-administrators-we-received-no-bona-fide-offer-to-buy-the-company" target="_blank">defence of the administration process to SmartCompany in January</a>, Arnautovic said in the article it became “very obvious very quickly” the administrators would not be able to sell the whole company.
“People might buy some equipment, or take over some leases. But there wasn’t going to be a global solution that worked for creditors generally, and in particular the secured creditors of the group being TCA Global and convertible noteholders owed some $7.5 million.”
But Arnautovic says the administrators had started their appointment “underfunded” – with Pie Face directors managing to pull together just $400,000 to go towards the $1 million in starting funds needed to keep the business trading – and for the first few weeks of the appointment “we weren’t sure on a day to day proposition whether we were going to be shutting the thing down or not”.
“Ordinarily we would’ve loved to have advertised the business and gone to the market a lot sooner than we did,” Arnautovic said.
With reluctance to buy into a proposed restructure or refinance on the part of secured creditor Macquarie Bank, the conversation quickly turned to an alternative financer, TCA Global, which was need to refinance Macquarie first and then take on risk for the business.
“It took until the 18th of December to get any comforting flow of funds,” said Arnautovic, recalling the tense conversations.
“Macquarie and their lawyers were very cautious. They didn’t want to touch the cash at bank in holdings even though they had their foot on it because they were concerned about priority employee entitlements in the group.”
TCA Global eventually paid out Macquarie around $4.6 million, which helped Arnautovic and his team keep the business trading, although in a slimmer format. Overall <a href="https://www.smartcompany.com.au/growth/franchising/44816-pie-face-company-stores-in-melbourne-close-ahead-of-meeting-with-franchisees-next-week" target="_blank">20 company-owned Pie Face stores were closed</a> during the administration and around 150 employees lost their jobs.
The refinance from TCA was “dovetailed” into the proposed DOCA and as a result TCA now has representatives on the Pie Face board.
<h2>But the battle is not over yet</h2>
Despite surviving voluntary administration, and plans for revamping its menu, Arnautovic said Pie Face still has work to do if it is going to last the distance.
“The problem with funding Pie Face is there are no significant tangible assets to secure your money against,” he said.
“There’s no real estate, equipment and fitouts are not worth much in a shut-down, and most of the directors didn’t want to provide personal guarantees.”
“I was very surprised the TCA deal happened … but it got done with a hell of lot of effort by all involved. The real challenging aspect of it was the trading risk and exposure that we put ourselves under by believing we could save it.”
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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An insider’s account of the “spectacular implosion” of Pie Face

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He’s a former governor of California and star of the silver screen, but did you know Arnold Schwarzenegger is also a property investment enthusiast?
“I made my first million in real estate, not in movies,” the former bodybuilding champ told a real estate agents’ summit in Brisbane.
While Australians have recently seen Schwarzenegger grace their televisions screens as the <a href="https://www.smartcompany.com.au/marketing/43176-how-an-australian-ad-agency-convinced-arnold-schwarzenegger-to-appear-in-its-ads" target="_blank">face of RealEstate.com.au’s latest advertising campaign</a>, the Courier Mail reports Schwarzenegger held the audience at the Queensland Real Estate Agents’ Summit 2015 captive with the story of how he built his wealth through property.
Schwarzenegger’s first property investment was a block of six units, for which he scraped together US$27,000 by taking part in bodybuilding competitions and working on building sites.
The Terminator star made a profit of US$169,000 on that block of units, which he then invested in a larger block of apartments and Schwarzenegger has continued to trade up his investments since.
“I always promised myself I would not get into a position where I would have to take a job or do a role just because I had to make money to make a living,” he told the room.
Real estate agent coach Glenn Twiddle is the organiser of the Queensland Real Estate Agents’ Summit and the man who convinced Schwarzenegger to participate in the two-day event.
Twiddle described Schwarzenegger as a “beast property investor” who was able to achieve his vision of being a leading man in Hollywood because of his success in property investment.
Twiddle says Schwarzenegger’s investment strategy in the early 1980s was about making the most of the high inflation rate in the US at the time and quickly turning over apartment sales.
“He loved multiple unit dwellings and he still owns a lot of them,” Twiddle says.
“He would buy a block of six apartments, rent out five and use the rent to cover the mortgage for six. From that six he would then buy a clock of 27 units, then a block of 50.”
Twiddle says Schwarzenegger told the audience his strategy worked well for the market at the time but it might not necessarily work now. Nevertheless, Twiddle says investors and real estate agents can still “learn lessons from looking back”.
Twiddle says his clients are accustomed to him providing them with “out of the box marketing strategies” but attendees at this week’s event were “blown away” to be hearing from Schwarzenegger. The room was full of real estate business owners, agents, lawyers and even some gym owners who were keen to hear Schwarzenegger’s tips for success.
Here’s Schwarzenegger’s six tips and how they helped Twiddle fulfil his dream of staging an event with the superstar.
<ol>
<li>
Have a vision Twiddle says Schwarzenegger’s first tip is about trusting yourself and having a vision. Twiddle’s own vision was to secure Schwarzenegger – his “idol from childhood” – to speak at one of his events. The idea came to him about a year ago and he says he almost convinced himself it would never happen. 
</li>
<li>
Don’t listen to the naysayers Twiddle says Schwarzenegger told the summit there will always be people who don’t believe in your idea, whether in the public arena or your personal life, but you won’t achieve your goal if you always believe your critics. 
</li>
<li>
Think big Twiddle says this week’s event is also an example of Schwarzenegger’s third rule – to think big. Attracting once of the world’s top celebrities to a real estate conference in Brisbane was an ambitious goal, but one that Twiddle pulled off. 
</li>
<li>
Work hard Schwarzenegger told the room there is no substitute for hard work when it comes to achieving your goals. 
</li>
<li>
Don’t have a Plan B Twiddle says Schwarzenegger believes people who always have a Plan B or backup plan are in some ways becoming their own naysayer. For his part, Twiddle says he never had a list of five other celebrities he would approach about the event if Schwarzenegger turned him down. “I was begging Arnie and only Arnie,” he says. 
</li>
<li>
Give something back Twiddle admits Schwarzenegger’s sixth tip is something he is still working on – giving something back to the community. During his seven years as governor of California, Schwarzenegger did not take a wage, instead choosing to give his salary of hundreds of thousands of dollars back to the state. “It was his way of giving something back,” Twiddle says.</li>
</ol>
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
Picture of Arnold Schwarzanegger in 'Terminator 3: Rise of the Machines' courtesy of Warner Bros. Pictures. 
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Arnold Schwarzenegger turns property investment expert: His six tips for success

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The future of Clive Palmer’s Sunshine Coast dinosaur park is in doubt, with the mining magnate turned billionaire closing the doors to the Palmer Coolum Resort yesterday.
Palmer purchased the former Hyatt Regency Coolum in 2011, promising to invest $2 billion into the resort to boost tourism on the Sunshine Coast. The resort includes a golf course, an auto museum, the Palmer Grill restaurant and the infamous Palmersaurus Dinosaur Park.
The <a href="https://www.couriermail.com.au/travel/australia/clive-palmer-closes-coolum-resort-for-multimillion-dollar-refurbishment/story-fnjjv0r9-1227264985584" target="_blank">Courier Mail reports</a> the resort’s accommodation has closed, with general manager Simon Stodart announcing “an extensive overhaul” of the property will now begin.
The resort’s golf course is still open, as is the dinosaur theme park, the museum and the restaurant.
<a href="https://www.theaustralian.com.au/business/clive-palmers-dinosaur-dream-now-extinct/story-e6frg8zx-1227265344799" target="_blank">According to the Australian</a>, 40 full-time employees have lost their jobs as a result of the accommodation section of the resort closing.
The Australian also reports the resort’s former general manager, Bill Schoch, is suing Palmer in the Queensland Supreme Court after he was sacked last year.
A former employee of the resort, Peter Yates, launched a separate <a href="https://www.smartcompany.com.au/finance/43653-clive-palmer-faces-unfair-dismissal-claim-over-fat-c-taunt-ebay-and-vend-accept-bitcoins-midday-roundup" target="_blank">unfair dismissal claim against Palmer</a> in September last year.
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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Clive Palmer’s Coolum Resort closes

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The Australian economy will drop out of the G20 by 2050, according to research published by PwC.
And the slide will continue unless the nation’s leaders fundamentally change the way they think about investing in science, technology, engineering and mathematics (STEM) skills, says one of the country’s leading technology entrepreneurs, <a href="https://www.smartcompany.com.au/legal/politics/45612-why-australia-keeps-getting-it-wrong-on-employee-share-schemes" target="_blank">Matt Barrie</a>.
The <a href="https://www.pwc.com.au/consulting/assets/publications/World-in-2050-Feb15.pdf">PwC The World in 2050 report</a> predicts the Australian economy will drop 10 places in world rankings by the middle of the century, dropping from its current rank of 19 to 29.
This would put the Australian economy behind the likes of growing economies such as Bangladesh, Pakistan and the Philippines and far behind economic powerhouses China, India and the US, which are predicted to stay at the top of the rankings over the next 35 years.
According to PwC, the end of the Australian mining boom, and a lack of investment in other parts of the economy, will cause the Australian economy to fall behind.
The PwC rankings are determined by comparing the purchasing power parity of each economy and this year’s result shows a broad shift from developed economies to emerging economies.
While China is predicted to remain the largest economy by 2050, India is expected to overtake the US for second place, and Indonesia, Mexico and Nigeria could push the UK and France out of the top 10.
The Philippines, Vietnam and Malaysia are expected to shoot up the rankings, while Colombia and Poland will grow at a faster rate than the large economies of Brazil and Russia.
PwC Australia economics partner Jeremy Thorpesaid the research indicates the Australian economy will “revert to trend” and we “won’t see the mining boom in the same way”.
While Thorpe says PwC is not trying to predict exactly what the Australian economy will look like, the takeaway from the research is that “we know the economy is going to be different and STEM will be important wherever it goes”.
“The Australian economy is not going to be as large in relative terms and so our companies are not going to be competing on scale,” Thorpe says.
“They will be competing at the smarter end.”
Thorpe says this represents an opportunity for “smaller, nimble companies”, especially those built on digital disruptive technology, and that is why it is essential to make long-term investments in STEM capabilities.
“Many of these things don’t pay off immediately,” says Thorpe.
“You can’t cut the ribbon in the same way you can for a new bridge, you have to look beyond the political cycle. But as the events of the past week have shown, it can be heard to divert attention from the here and now.”
Freelancer founder Matt Barrie agrees with Thorpe’s analysis, said he fears the Australian economy will follow the same path as the resource-rich Argentina, which saw a dramatic decline in its wealth because of government policies that did not alter the composition of the economy.
Barrie has spoken out regularly about the need for investment in STEM skills in Australia, including to <a href="https://www.linkedin.com/pulse/20140627074014-921366-australia-technology-policy-points-in-letter-to-malcolm-turnbull" target="_blank">Communications Minister Malcolm Turnbull last year</a>.
“We have actually gone backwards in our thinking about the tech industry or science,” says Barrie, who lays the blame with “successive Australian governments”. 
“There have been rampant cuts. I don’t think it would be possible to do more damage.”
Barrie points to cuts to funding for science research, declining university enrolments in STEM subjects and courses, the “dumbing down” of curriculum in primary and secondary schools, as well as the “screwing up” of remuneration schemes for technology companies, as just some of what he believes are damaging policies.
“It just goes on and on and on,” he says. “We’re at risk of becoming a shipwreck … It’s death by a thousand cuts.”
If given the chance, Barrie says the first thing he would change is the K-12 curriculum taught in Australian schools.
“Every little kid wants to design the next Facebook … the next mobile phone app but they don’t know how,” he says.
“We need to help them connect the dots.”
He would also encourage more people to work in STEM fields and appoint a national chief technology officer who would be responsible for setting longer-term goals.
But as long as the topic remains off the table in Canberra, Barrie says he “is at a loss”.
“There is fundamentally something wrong in the way our country is governed,” he says.
This artiocle first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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PwC forecasts what Australia’s economy will look like in 2050

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A former Sydney financial adviser has been handed a six-year jail sentence over a <a href="https://www.smartcompany.com.au/legal/45007-melbourne-lawyer-jailed-for-12-years-over-calculated-and-complex-ponzi-scheme">23-year-long Ponzi</a> scheme that saw her swindle close to $6 million from more than 150 clients.
Melinda Scott operating her own financial planning and advisory business, Roach Graham Scott, between January 1989 and December 2012 and between February 2004 and May 2012, was an authorised representative of Millennium 3 Financial Services, a wholly-owned subsidiary of ANZ Bank.
The Australian Securities and Investments Commission began investigating Melinda Scott in 2011 and banned her from managing a business in 2012.
This week Scott was convicted on three charges of dishonest conduct and four charges related to making and using false documents involving $5.9 million of her clients’ money.
ASIC said in a statement Scott’s misconduct largely involved long-term superannuation and annuities products.
Scott was found to have made regular payments to some clients who were expecting pension payments, and so ASIC estimates the net benefit of the scheme to Scott was approximately $2.9 million.
The $2.9 million was reportedly spent on home renovation, holidays and school fees, as well as managing the costs of her business.
Scott pleaded guilty to deceiving her clients in December 2013, with the court hearing she convinced clients, including close friends, to have their financial documents sent directly to her. She was accused of doctoring statements to hide her client’s depleting bank balances.
A spokesperson for ANZ told SmartCompany the bank immediately suspended Scott’s authorisation to deal with clients while her conduct was investigated, and later revoked her authorisation with Millennium 3.
“A large team of people both from within ANZ and from Clayton Utz and Ernst &amp; Young have worked tirelessly to conduct a thorough investigation into Ms Scott’s files,” the spokesperson says.
ANZ has compensated 140 of Scott’s clients who were found to have been affected by her scheme. A total of $5.715 million has been paid to date and ANZ is addressing some tax issues with the ATO to compensate a remaining 17 clients affected by the scheme.
“We have also completed a thorough review of our processes and the circumstances surrounding the incident,” says the ANZ spokesperson.
“We are committed to strong compliance and have worked to ensure we have robust processes in places across our advisory network."
Andrew Morgan, forensic services partner at BDO Australia, told SmartCompany the scheme shows how much trust individuals and business owners place in their financial advisers.
“Ordinarily you would expect to send your financial statements to your adviser and they would review is reasonably consistently,” Morgan says.
“But in this case, the clients trusted the adviser too much, which allowed them to keep on going.”
Morgan says small business owners must understand every transaction their advisers make on their behalf and although the ASIC has been taking an increasingly high-profile role in educating mum and dad investors about the risks around financial advice, the same risks apply to business owners, especially when it comes to insurance and superannuation products.
“The same rules apply as with any investment scheme,” he says.
“It’s not too different to starting a small business … you are putting a lot of faith and trust in people.”
Deborah Kent, national president of the Association of Financial Advisers, told SmartCompany small business owners should equate finding a financial adviser with hiring an employee.
“You should do reference checks, do your homework,” Kent says.
“Find out who they are licensed to, whether they are independent. Check out their education and qualifications and if they are a member of a professional association. If they are, they will be working under a code of conduct.”
While Kent says ASIC will soon oversee a register of financial advisers, often the best way to find a reputable adviser is to get a referral from a previous client or your existing accountant or lawyer.
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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Former ANZ financial adviser jailed for $6 million Ponzi scheme

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Can a social media campaign save a business from liquidation?
That’s what <a href="https://www.smartcompany.com.au/leadership/profiles/30077-nahji-chu" target="_blank">Nahji Chu</a>, founder of Vietnamese food chain MissChu is hoping, following the launch of a social media campaign called #weneedchu to save her company.
The campaign, designed by Sydney agency Cypha, launched on Australia Day. Along with regular updates on the MissChu social accounts, there is a dedicated #weneedchu website designed to spread the campaign's tagline: “Nothing’s changed, we’re still here.”
Videos featuring the people who have helped MissChu “grow so much over the past five years” form part of the campaign, with MissChu customers invited to share why they love MissChu on Facebook, Twitter and Instagram.
In a statement issued to SmartCompany, Cypha said the aim of the campaign is to "reinvigorate nostalgia towards the [MissChu] brand, encouraging old and new customers to socially share why they love MissChu" and to visit the MissChu stores. 
Cypha said the campaign will run for two weeks and will attempt to "increase consumer traffic in stores and keep the business trading at an effective level". 
The Sydney operations of MissChu <a href="https://www.smartcompany.com.au/finance/45153-i-m-hurting-and-i-m-working-through-it-misschu-founder-says-the-restaurant-chain-will-trade-through-voluntary-administration" target="_blank">collapsed into voluntary administration</a> just days before Christmas, with administrators Rahul Goyal and Jannamaria Robertson of KordaMentha appointed on December 23, 2014.
On the same day, Chu said in a statement on the MissChu Facebook page the administrators were in the process of creating a restructuring package “to save the business, save the stores and to save as many jobs as possible”.
Chu has said she would attempt to <a href="https://www.smartcompany.com.au/finance/45215-misschu-s-4-million-debt-revealed-todd-sampson-joins-qantas-board-midday-roundup" target="_blank">buy back the business</a>, which has continued to trade throughout the administration process, and last month <a href="https://www.smartcompany.com.au/finance/45365-misschu-to-close-london-store-economic-data-points-to-slowing-chinese-economy-midday-roundup" target="_blank">said on Facebook</a> the patronage of the Sydney stores means “the business will not be put into liquidation”.
But in the same statement, Chu confirmed the MissChu restaurant in London has closed and the international licence will be sold.
Speaking to SmartCompany today, Chu says she decided to launch the #weneedchu campaign to "remind people we are still open". 
"Unfortunately, when people see the words voluntary administration, they jump to conclusions ... the first thing they think is we have gone bust rather than it be an opportunity for the business to be restructured. Unfortunately that's just the way people think," Chu says. 
"Voluntary administration is my putting up my hand saying I need help. It doesn't mean I've gone bust."
Chu says she wants to remind MissChu customers of "the core values that are really important to us", including the hard work that individuals have contributed to MissChu. "We don't want people to forget."
Social media expert Catriona Pollard describes the #weneedchu campaign as a “classic crowdsourcing campaign”,said it is essential MissChu “gets the sentiment right”.
Pollard says Chu struck the right chord with her first Facebook post after the company entered administration by honestly telling customers she had made some mistakes. But Pollard says this latest public appeal will only work “if there is loyalty and affection for the brand already”.
“She has a high profile and lots of customers, so it might work,” Pollard says. “This type of campaign probably wouldn’t work for a company that didn’t have lots of customers or brand recognition.”
But Pollard says it will be difficult to see results in a short time frame of just weeks.
“It hasn’t hit the viral stage yet and there is only moderate interaction,” she says.
“They need to up the frequency of their messaging and work on the sentiment.”
At the same time, Pollard says a successful crowdsourcing campaign isn’t about “bombarding people” and it can often take up to a month to reach the “tipping point” needed for a message to sink in and for “people to take action”.
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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#weneedchu: MissChu takes to social media to salvage business

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New South Wales and the Northern Territory have the strongest economies in Australia, according to the latest instalment in CommSec’s <a href="https://www.commsec.com.au/content/dam/EN/ResearchNews/MD-State_of_the_States_January_15%20(web).pdf" target="_blank">State of the States report</a>.
Each quarter CommSec <a href="https://www.smartcompany.com.au/growth/economy/32775-act-shoots-forward-in-state-of-the-states-report--but-western-australia-still-first-by-a-mile" target="_blank">measures the performance of the state and territory economies</a> against eight key indicators, including economic growth, retail spending, equipment investment, unemployment, construction work down, population growth, housing finance and dwelling commencements.
Each indicator is compared with decade averages or the ‘normal’ performance of the indicators in that state.
NSW took out the top spot in the quarter, snatching the mantle from Western Australia and retained its number one rank in the last quarter.
According to CommSec economist Craig James, NSW’s top ranking on population growth and retail trade is keeping it at the top of the list, while its second ranking in business investment and dwelling starts is also contributing to its overall economic performance. The state is ranked fourth in terms of housing finance and overall construction work and fifth in terms of economic growth.
But joining NSW at the top of the list is the Northern Territory, which has overtaken WA, thanks to gas projects which are driving growth for the state. The NT tops the rankings when it comes to construction work and equipment investment, as well as job market idicators, but comes in at third place for the retail trade, sixth for housing finance and seventh for population growth
Western Australia now sits at number three on the list, with declines in housing finance, dwelling starts and unemployment all contributing to the slide. However, the west is the country’s second best performing region in terms of economic growth, retail trade and construction work.
Victoria is ranked the fourth best-performing economy, following by Queensland, the Australian Capital Territory, South Australia and Tasmania.
Speaking to SmartCompany, James says the results are good news for small and medium businesses, especially housing-related businesses, which can expect another strong 12 months.
“The drivers that tend to be very important for small and medium businesses tend to be from the housing sector,” James says.
“For builders and tradespeople and retail items to do with homes, like curtains and fittings.”
James says CommSec is seeing “a degree of strength in housing across the nation”, including the construction of new housing, and this is particularly the case in NSW and the NT.
“We’re not seeing the same growth in dwellings in South Australia and Tasmania,” he says.
James says strong housing numbers have a flow-on effect to consumer confidence and rising house prices in all regions except for Canberra are also a positive as individuals are buying homes or paying off their mortgages and this means housing value is also on the up.
Click to open in new window: 
<a href="/images/2015/01/20/sta%20jan%2020%20one.jpg" target="_blank"><img src="/images/2015/01/20/sta%20jan%2020%20one.jpg" alt=""></a>
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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NSW and NT boast the strongest economies: Housing sector fueling growth

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The former administrators of retail franchise Pie Face have hit back at calls for an inquiry into their management of the voluntary administration process, claiming they did not receive one “bona fide” offer to purchase the company that was on par with the outcome delivered to creditors from the Deed of Company Arrangement (DOCA) in December.
Pie Face emerged from <a href="https://www.smartcompany.com.au/finance/44731-pie-face-plunges-into-administration" target="_blank">voluntary administration</a> late last month after creditors voted to support a DOCA to avoid liquidation. The chain will now be headed up by former director Andrew Thomson as chairman, with co-founder Wayne Homschek to remain on the board.
Twenty Pie Face outlets <a href="https://www.smartcompany.com.au/growth/franchising/44816-pie-face-company-stores-in-melbourne-close-ahead-of-meeting-with-franchisees-next-week" target="_blank">closed during the administration</a>, affecting 130 part-time employees and reducing the chain’s store footprint to approximately 50 stores.
But Stan Gordon, chief executive of the Franchised Food Company, <a href="https://www.smartcompany.com.au/finance/45146-reheated-pie-face-emerges-from-voluntary-administration">claimed yesterday</a> the administration process was “disgraceful”.
Gordon said the administration process was “not all it seems” and described the information memorandum he received about the business as “atrocious”.
Gordon had previously <a href="https://www.smartcompany.com.au/finance/investment/44911-cold-rock-ice-creamery-makes-bid-for-pie-face" target="_blank">put his hand up to buy the Pie Face chain</a> but said in November his calls to administrators Jirsch Sutherland went unanswered.
He said this week he was contacted by several Pie Face franchisees once his bid for the company was made public and now believes there should be an inquiry into how the administration was managed.
“Questions must be raised about the process and the administrator,” Gordon said.
But Jirsch Sutherland managing director Sule Arnautovic said the administrators only received one offer for part of the Pie Face Group but the offer was not “remotely close” to the proposed returns of the DOCA.
Arnautovic says the offer “was not adequately quantified”, did not address employee entitlements amounting to around $3.5 million under the DOCA, or the secured debt of creditor TCA Global Fund Management and other convertible note-holders. Outside of the DOCA, arrangements have been made to pay around $2.2 million to TCA Global and around $7.3 million to other convertible note-holders.
The offer also did not offer any returns to statutory or trade creditors and did not address the administrators’ trading costs and liabilities, says Arnautovic.
“The offer party basically only received our information memorandum, which was only a summary of the proposed sale transaction,” he says.
“They never made any subsequent appointments with the administrators or the Pie Face management team to conduct further due diligence, which would be necessary to effect a sale of business.”
Arnautovic says approximately $7.5 million is earmarked for the DOCA funds for the companies in the Pie Face Group, which includes around $2.8 million upfront in cash and trading receipts and around $4.7 million over three year from future trading.
Of the funds, unsecured creditors of Pie Face Holdings are expected to receive between 16-18 cents in the dollar over an eight month period. Unsecured creditors of Pie Face Franchising will receive between 14-17 in the dollar over a three month period, while unsecured creditors of Pie Face Pty Ltd can expect between 14-19 cents in the dollar over a three year period.
Employee entitlements for all three companies will be paid in full, while secured creditors of the companies will receive $9.5 million, to be paid outside of the DOCA arrangements.
In comparison, Arnautovic says the offer party would have had to have paid “north of $15 million” for the period between November 21 and December 30 “to be remotely competitive”.
“The offer party was nowhere near this amount if one could actually quantify their offer,” he says.
“The administrators are disappointed with the offer party, who appears to have breached their non-disclosure agreements, reading recent press reports, with the Pie Face companies.”
Speaking to SmartCompany today, Gordon disputed claims that Jirsch Sutherland only received one offer for the Pie Face business. 
Gordon says, based on correspondence with the administrators, he was under the impression they had received multiple offers for the business. He added that he was given just days over the Christmas break to make his offer based on limited information about companies in the Pie Face Group. 
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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Pie Face administrators claim to have received no “bona fide” offers to buy company

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Fast food retailer Pie Face has emerged from voluntary administration with a new chairman and a smaller store footprint but a prospective buyer has labelled the administration process as "disgraceful". 
While few Australian companies will <a href="https://www.smartcompany.com.au/finance/cashflow/44748-using-a-voluntary-administration-to-save-a-company-the-statistics-are-against-you" target="_blank">survive a voluntary administration</a>, Pie Face creditors voted on 30 December to support a Deed of Company Arrangement (DOCA) that would allow the company to avoid liquidation.
<a href="https://www.theage.com.au/business/retail/fastfood-chain-pie-face-on-the-rise-20141230-10rq0u">Fairfax</a><a href="https://www.theage.com.au/business/retail/fastfood-chain-pie-face-on-the-rise-20141230-10rq0u"> r</a><a href="https://www.theage.com.au/business/retail/fastfood-chain-pie-face-on-the-rise-20141230-10rq0u">eports</a> Pie Face director and former federal Liberal MP Andrew Thomson has been appointed as chairman of the company and co-founder Wayne Homschek will remain on the Pie Face board. According to another <a href="https://www.smh.com.au/business/retail/pie-face-promises-leaner-more-cautious-future-20141231-12g56g" target="_blank">Fairfax</a><a href="https://www.smh.com.au/business/retail/pie-face-promises-leaner-more-cautious-future-20141231-12g56g"> article</a>, Kevin Waite has been retained as chief executive. 
Under the DOCA, Pie Face has agreed to pay $2 million to investment fund TCA Global Fund Management, which has bought out major secured creditor Macquarie, which previously appointed Ferrier Hodgson as <a href="https://www.smartcompany.com.au/growth/franchising/44835-pie-face-under-attack-as-disgruntled-builder-sues-pie-face-us-over-unpaid-bills-and-receivers-appointed" target="_blank">receivers of a number of Pie Face assets</a>.
According to Fairfax, TCA Global Fund Management will seek to raise $10 million for Pie Face in the US.
While the DOCA allows for payments to unsecured creditors, they are expected to receive just 14-19 cents in the dollar and payments will commence in around two years. Pie Face also owes money to the Australian Tax Office and employees, with debts of more than $20 million expected to be paid over time.
Pie Face, which once had as many as 78 stores around the country, spent just over a month in voluntary administration, following the appointment of Jirsch Sutherland as administrators <a href="https://www.smartcompany.com.au/finance/44731-pie-face-plunges-into-administration">in late November</a>.
Twenty Pie Face outlets were closed <a href="https://www.smartcompany.com.au/growth/franchising/44816-pie-face-company-stores-in-melbourne-close-ahead-of-meeting-with-franchisees-next-week">within days of the appointment</a>, affecting 130 part-time employees, while speculation surfaced as to whom, if anyone, would be interested in buying the chain.
Franchised Food Company chief executive Stan Gordon put his hand up to take on the business but <a href="https://www.smartcompany.com.au/finance/investment/44911-cold-rock-ice-creamery-makes-bid-for-pie-face" target="_blank">told SmartCompany</a> his calls to administrators went unanswered.
“They say they are still looking for buyers but they can’t be looking that hard,” Gordon said in early December.
Speaking to SmartCompany this morning, Gordon says the administration process was "not all it seems", describing the information memorandum he received about the business as "atrocious". 
"There was no information about the Australian operations, it was all in US accounting, US dollars," Gordon says. "Of the 80 pages, only one page gave details about the franchises."
Gordon says he was contacted by several Pie Face franchisees once his bid for the company was made public and now believes there should be an inquiry into how the administration was managed. 
"Questions must be raised about the process and the administrator," he says. 
Jason Gehrke, director of the Franchise Advisory Centre, said it is now “business as usual” for Pie Face franchisees, “although I’m sure many will be surprised to see the Deed of Company Arrangement means that the same directors who were running the business when it became insolvent have been returned to control of the business”.
“It will cause a lot of franchisees to question their future in the business and may well be a barrier to recruiting new franchisees,” Gehrke says.
Gehrke says the voluntary administration process will undoubtedly have taken a toll on franchisees and although the company has emerged from administration, “only time will tell if [the Deed of Company Arrangement] is in the best long-term interests of franchisees, creditors and other stakeholders”.
SmartCompany attempted to contact Pie Face and Jirsch Sutherland but did not receive a response prior to publication.
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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Reheated: Pie Face emerges from voluntary administration as Stan Gordon calls for inquiry

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Could a supply deal with supermarket giant Woolworths save collapsed pie retailer Pie Face?
Less than two weeks after Pie Face <a href="https://www.smartcompany.com.au/finance/44731-pie-face-plunges-into-administration" target="_blank">called in administrators Jirsch Sutherland</a>, the company is trialling selling its pies in the frozen food aisles of 15 Woolworths supermarkets in Sydney.
A spokesperson for Woolworths said this morning the two companies will decide whether to extend the trials to the entire Woolworths network after they “see how it goes”.
But it is possible a buyer for the chain could be found before then.
SmartCompany understands offers for the company would be considered by the administrators.
Jirsch Sutherland is also canvassing options with financers to take over the debt of secured creditor Macquarie Capital. <a href="https://www.afr.com/p/business/companies/pie_face_pins_hopes_on_woolworths_v9k7EDFI2CTTmbA8jnZa6J" target="_blank">Fairfax reports</a> the debt is secured over shares in parent company Pie Face Holdings, $3.5 million in cash and the company’s shares in the US arm of the business, Pie Face Inc.
Ferrier Hodgson partners Steve Sherman and Peter Gothard have been <a href="https://www.smartcompany.com.au/growth/franchising/44835-pie-face-under-attack-as-disgruntled-builder-sues-pie-face-us-over-unpaid-bills-and-receivers-appointed" target="_blank">appointed by Macquarie</a> as receivers over the lender’s debts.
Macquarie Capital is reportedly owed $4.2 million, while convertible note holders are owed $7.5 million and the Tax Office is owed $7 million.
A meeting of creditors was held in Sydney yesterday, with franchisees who are also creditors invited to attend. Franchisees who owe the parent company money, however, did not participate in the meeting.
Creditors are expected to convene again at the end of the month
The store footprint of Pie Face has already been reduced to around 50 stores, following the<a href="https://www.smartcompany.com.au/growth/franchising/44816-pie-face-company-stores-in-melbourne-close-ahead-of-meeting-with-franchisees-next-week" target="_blank"> closure of 20 outlets last week</a>.
While it is unknown if there will be any further store closures, administrator Sule Arnautovic told SmartCompany last week “the balance of company-owned stores will likely continue if the group’s restructure is approved by the group’s creditors”.
In further troubling news for Pie Face, this week it was revealed a New York-based building company has launched legal proceedings against the US arm of the company, which is alleged wrongfully terminated a contract and failed to pay bills of up to $US360,000 ($428,443).
SmartCompany contacted Pie Face but did not receive a response prior to publication.
This article first appeared on <a href="https://www.smartcompany.com.au/" target="_blank">SmartCompany</a>.
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Eloise Keating

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