Pathways out of Insolvency

Transcription

1 Going Concern and Turnaround Process of Insolvent Small and Medium Sized Enterprises Dr. Markus Imgrund Horváth & Partners Management Consultants Bibergasse Vienna Austria Phone: +43-(0) Fax: +43-(0) : 2: Keywords: SME, Crisis, Insolvency, Going Concern, Restructuring, Turnaround-Management

2 1 Introduction Company crises and insolvencies are, due to market economy principles, permanent phenomenon of business life. The increasing numbers of insolvencies over the last years is mainly resulting from many collapses of small and medium sized enterprises (SMEs) - especially of micro companies. The current financial crisis also brings many big companies to the edge of insolvency. However, a company s insolvency does not necessarily mean the economical exitus of the entity. Under certain circumstances pathways out of insolvency are existing. Successful going concern of an insolvent company depends on factors tightly related to the people involved: The entrepreneur him/herself plays the major role for the time before insolvency. In this phase he/she is able to control many variables of a successful going concern and turnaround. After the declaration of insolvency the insolvency administrator takes over managing responsibilities. Consequently, he/she is seen as the key individual for the company s fate. This paper is an extract of an extensive research work which has studied and analysed success factors of going concern and a successful turnaround management of insolvent small- and midsized enterprises in Germany (Imgrund 2007). The research design, the results and an outlook are presented in the following. 2 Research Design The study is based on the configurations theory approach (Miller 1987). The derivation of crucial research variables was made with help of the adapted version of the theory for SMEs (Mugler 1998). Basically, the configurations theory is capable for analysing companies in every phase of their life cycle therefore also in phases of crises (Mugler 1999). Resulting from this basic approach, a research framework was set up which assumed that relevant success factors for company turnaround can be found in the configurational categories Entrepreneur, Management, Resources, and Environment. The study, guided by the configurations theory, was executed under a triangulations approach. It consists of a quantitative survey, based on a questionnaire, and additional qualitative interviews. The questionnaire was sent to German insolvency administrators; the interviews were conducted with management consultants, insolvency administrators and managers/entrepreneurs affected by an insolvency. With both methods data were collected for the following categories: (1) the company s initial situation, (2) the turnaround protagonists (incl. restructuring methods) and (3) the company s situation after insolvency. The unit of analysis were SMEs with following criteria: Page 2

3 Unit of Analysis: SME Minimum 20, maximum 250 employees Time of insolvency after 1 st of January 1999 Company older than 3 years at time of insolvency No state owned or dependent company At least one company s shareholder involved in management Table 1: Unit of analysis for empirical research All examined insolvent companies were firstly managed by an insolvency administrator with the aim of a going concern by restructuring the existing legal entity or by transferring the company to a new one. To isolate success factors for the turnaround, a control group has been established. This control group consists of insolvent companies which had to be liquidated after all restructuring activities have not proven being successful. The quantitative questionnaire was sent to 1,132 German insolvency administrators of which 212 responded. This equals to a response rate of 18.7%. 65 administrators could not provide a case which fits to the survey s unit of analysis (see table 1). Two questionnaires could not be included in the evaluation due to incompleteness. Consequently 145 questionnaires (12.8%) could be analysed. 92 of these 145 cases (63.4%) describe a successful going concern and turnaround and 53 (36.6%) a failed one. The qualitative data was collected in 15 problem focused expert interviews. For these interviews a broad geographical spread throughout Germany was respected. The interviews were (with few exceptions) recorded and evaluated by means of a qualitative content analysis. 3 Empirical Results Following empirical results give an overview of the companies at the point of insolvency presenting selected variables from the categories: Entrepreneur, Management, Resources, and Environment. Furthermore, the role of the insolvency administrator during going concern and turnaround is presented, as well as success factors for the turnaround which were discovered by statistical analysis and the evaluation of the qualitative interviews. Page 3

4 3.1 The Company at the Time of Insolvency By the time of insolvency normally following situation is existing: The entrepreneur has fought a long period of time to avoid the insolvency and consequently has reached his/her psychological and physical limits. In most cases the entrepreneur is not prepared and he/she filed for insolvency very lately. The significance of his/her need for autonomy is highly developed. His/her need for continuation and going concern as well as his/her industry knowledge is very high too. However, the commercial and business knowledge and the restructuring and turnaround experience of the entrepreneur are low. The degree of implementation of management instruments is on a low level too. In particular controlling systems in respect to planning, reporting and corporate management are in most cases underdeveloped. Reasons for inappropriate or missing management instruments can be found in the reduced commercial and business knowledge of the entrepreneur. This also hinders a timely crisis identification and adequate reactions. This is, besides the entrepreneur s emotional attachment to the company, one of the main reasons for the very late filing for insolvency. In the case of non-successful turnarounds it is noticeable that methodical know-how as well as documentation of business processes are on a significantly lower level as in companies having a successful going concern and turnaround. By the time of insolvency, corporate resources are existing on a very different level. Financial resources are least extensive. The equity ratio is very low and companies practically have no access to capital markets. This shows the urgent need for financial resources. On the contrary, human resources are on the quantitative level sufficiently available. Most personnel is still with the company at the time of insolvency, and employees are motivated to a high degree. Organisational resources in form of organisational adaptability and operational capability of the organizational structure are existing on an average degree. In the category corporate environment all variables associated with the entrepreneur s personal environment are showing strong characteristics (family and business partners). There is a close interdependency between corporate and private life of the entrepreneur. He/she finds a high level of motivation and loyalty within his/her family and co-working family members. Furthermore he/she is owning individual relationships with customers and suppliers. Charts 1 and 2 are showing characteristics of the researched variables by their average. Page 4

5 Entrepreneur Unsuccessful Turnaround Successful Turnarounds Need for Autonomy 3,08 3,10 Need for Continuation & Going Concern 3,17 3,44 Restructuring & Turnaround Experience 1,36 1,38 Industry Knowledge (Products & Markets) 3,09 3,21 Commercial & Business Knowledge 2,06 2,24 Management - instruments Documented Business Processes 1,92 2,27 Methodological Know-how 2,00 2,31 Controlling Systems (Planning, Reporting & Corporate Management) 1,77 2,09 n=145 Unsuccessful turnarounds (n=53) Successful turnarounds (n=92) Scale: 1=very low, 2=low, 3=high, 4=very high, Presented Values: Mean Values Chart 1: Characteristics of variables entrepreneur and management instruments Page 5

6 Resources Unsuccessful Turnaround Successful Turnarounds Organisational Adaptability 2,02 2,38 Operational Capability of Organizational Structure 2,19 2,48 Equity Ratio 1,67 1,83 Access to Capital Markets 1,55 1,60 Environment Interdependency of Entrepreneur's Corporate and Private Life 2,83 2,75 Motivation/Backup of Entrepreneur's Family 2,61 2,74 Loyalty of Co-Working Family Members 2,79 2,93 Individual Relationship with Customers & Suppliers 2,89 2,99 n=145 Unsuccessful turnarounds (n=53) Successful turnarounds (n=92) Scale: 1=very low, 2=low, 3=high, 4=very high, Presented Values: Mean Values Chart 2: Characteristics of variables resources and environment Page 6

7 A company s situation at the time of insolvency depends especially on preinsolvency events and the reasons for its crisis. However, the presented situation can be seen as typical for most cases of SME insolvencies. Companies that filed for insolvency at an early stage have a better resource configuration than those which fought extensively against the insolvency for a longer period of time. The entrepreneur, as the main decision maker until filing for insolvency, is highly responsible for his/her company s situation at the time of insolvency. Consequently, he/she can influence the insolvency administrator s decision for going concern and turnaround indirectly by preparing an adequate starting point at the time of insolvency. 3.2 Insolvency Administrator and Restructuring Process Starting with the filing for insolvency, the insolvency administrator is the main responsible person for all activities and processes which are ongoing within the company. It is practically the administrator s decision to which extend the business continues and if the company is going to be restructured or liquidated. 1 When the administrator decides to go concern it is in his/her area of responsibility by whom and how the turnaround will be managed. This means that the insolvency administrator decides if the entrepreneur stays involved, which personnel remains in the company, which external resources are mandated, what measures are taken, and which buyers/investors are contacted. Especially for the search for potential buyers/investors there is no specific system and procedure identifiable. Any search success seems to be accidental. After the preliminary phase of the insolvency process, insolvency administrators generally aim to sell the company right at the beginning when the main process is opened. Finding a buyer/investor is essential for the future of the insolvent company. The range of transactions for buyers/investors reaches from a complete merger into an existing legal entity up to a stand-alone solution. Only few administrators take the personal risk of managing and running the company by themselves after the main process was opened. During the insolvency proceedings there is only reduced supervision of the insolvency administrator him-/herself. This situation can be problematic. The courts have only limited insight into the ongoing processes and the creditors meeting is scheduled relatively late. Moreover the creditor s meeting rarely exercises its right to exchange an administrator. 1 By law the creditors are the decision makers regarding the continuation of the process. As the creditor s meeting often takes place only after the insolvency process was opened (and not in the preliminary phase) the insolvency administrator practically acts as decision maker and decides for or against the going concern and turnaround. Page 7

8 In most cases the insolvency administrators turnaround concepts focus merely on cost reductions. Most measures are executed in the categories of management, company organisational structure and human resources. The first two categories differ significantly between successful and unsuccessful company turnarounds. Table 2 is showing the intensity of the different measure categories distinguished between successful and unsuccessful turnarounds on the basis of arithmetic mean, T-value and statistical level of significance (95%). Category of Measure Mean Successful Turnaround Mean Unsuccessful Turnaround T Sig. (2-side) Finance 1,96 1,65-1,397 0,165 Management 2,53 1,87-3,316 0,001 Organisational Structure 2,37 1,81-2,789 0,006 Human Resources 2,23 1,92-1,475 0,142 Logistics 1,70 1,75 0,269 0,789 Production 1,48 1,46-0,77 0,938 Marketing & Sales 1,87 1,83-0,201 0,841 Research & Development 0,58 0,37-1,521 0,130 Scale from 0 to 4:, 0=no measures, 1=very few, 2=few, 3=many, 4=high no of measures Table 2: Arithmetic means and significant differences of measure categories The entrepreneur is the administrator s first contact person in the company. In those cases when the entrepreneur s pre-insolvency behaviour was acceptable and cannot be put into question, he/she will be further involved in setting up the restructuring concept and executing the implementation of measures. However, a sustainable involvement of the entrepreneur depends on his/her physical and psychological condition as well as on the chosen turnaround strategy. A timely filing for insolvency also enhances his/her reliability and acceptance by other stakeholders. Consequently, the probability of his/her future involvement in the process is increased by such action. Restructuring the legal entity usually allows a stronger involvement of the entrepreneur than a merger strategy which results in a new legal entity of the insolvent company. Page 8

9 3.3 Statistical Success Factors of Going Concern and Turnaround The success factors for a going concern and turnaround were generated out of the research insolvency cases statistically. In a first step significant differences between successful and unsuccessful cases were identified by T-Tests and Chi- Square-Tests. Altogether 15 variables showed significant differences which can be differentiated in the categories initial situation and restructuring parameter. 2 Category Configuration Variable Sub-Variable Reg. Sig. Initial Situation Restructuring Parameters Entrepreneur Need for Continuation and Going Concern -2,224 0,028 Dynamic-Creative Activity -2,705 0,008 Reliability -2,009 0,046 Management Documented Business Processes -2,660 0,009 Methodical know-how -2,427 0,016 Controlling Systems -2,451 0,015 Resources Organisational Adaptability -3,621 0,000 Operational Capability of Organizational Structure -2,830 0,005 Environment Involvement of External Consultants -2,428 0,016 Financial Contributions Measure Categories Company itself -2,445 0,016 New Private Investors -6,353 0,000 Banks -2,643 0,009 Other Companies -3,958 0,000 Management -3,316 0,001 Organisational Structure -2,789 0,006 Table 3: Significant differences between successful and unsuccessful turnarounds 2 The complete overview of all researched and evaluated variables can be seen in the detailed study. See Imgrund (2007). Page 9

10 A regression analysis identified six out of these variables having significant influence on the success of a going concern and turnaround of insolvent companies: 3 Variable Reg. Sig. Initial Situation Reliability of Entrepreneur 0,942 0,017 Organisational Adaptability 1,303 0,005 Restructuring Parameters Financial Contribution of New Private Investors 0,825 0,000 Financial Contribution of Banks 0,547 0,010 Financial Contribution of Other Companies 0,519 0,043 Management Measures 0,826 0,003 Constant: Table 4: Variables of regression equation including constant With the data out of table 4, a regression equation can be developed, which calculates the survivability of an insolvent company. 4 The calculation is based on the equation p=1/(1+e -z ), whereas the resulting probability p stands for the chances of a successful going concern and turnaround. This result proves that variables related to financial resources are of major importance for a successful going concern and turnaround. Specifically, the variable Financial Contribution of New Private Investors has crucial influence (Reg. 0,825, Sig. 0,000). From the category Restructuring Parameters measures related to management have a significant high relevance for the going concern and turnaround s success. Furthermore, the entrepreneur s reliability has a significant influence. However, his/her reliability is mainly marked and proved by his/her pre-insolvency behaviour and performance. Another variable that has significant impact on the survivability is the organisational adaptability as restructuring measures always demand a high level of such adaptability. This is also required due to structural 3 The going concern decision was already made at the time of evaluation. The study does not provide an analysis of this decision. 4 Z = -8, ,942 * Reliability of Entrepreneur + 1,303 * Organisational Adaptability + 0,825 * Financial Contribution of New Private Investors + 0,547 * Financial Contribution of Banks + 0,519 * Financial Contribution of Other Companies + 0,826 *Management Measures Page 10

11 changes which are usually taking place during the crisis and insolvency process. This especially becomes apparent through the executed measures in the categories Management, Organisation and Human Resources (see table 2). These statistical correlations are also showing that the company s initial situation is almost marginal for the success as soon as the going concern decision was made. The success of a turnaround is mainly depended on the question if financial resources can be generation from buyers or investors. 3.4 Success Factor Protagonists Besides a purely statistical evaluation there is also the need of a qualitative evaluation of reciprocal variables. These interdependencies are closely connected to the protagonists of the insolvency process. Out of this perspective the entrepreneur, the insolvency administrator, company s personnel and buyers/investors are essential for a successful turnaround. The entrepreneur is responsible for the company s situation at the time of insolvency because he/she manages the company up to this point. That also implies that he/she is responsible for the timing of the filing for insolvency. The longer the company is fighting against insolvency, the poorer its resources become. The entrepreneur s behaviour, especially in the matter of filing for insolvency, has reasonable effects on his/her reliability. Both, behaviour and timing are closely connected to the company s operational capability and organisational adaptability for the restructuring process. Therefore a well timed filing for insolvency and adequate pre-insolvency behaviour increase the entrepreneur s chances of being actively involved in the restructuring process later on. The company s operational capability at the time of insolvency is essential for the administrator s going concern decision. This operational capability is essentially related to the existence of key personnel and a sound basis of clients. As the insolvency creates an enormous time pressure, new clients and a functional organizational structure cannot be implemented in due time. Furthermore, the existence of a competitive core business in respect to products and clients is essential. This core business has to be either healthy itself, or to such an extent functional that it can be restructured and/or sold. The basic assumption is of course that there is an existing market for the company s products or services. Another basic requirement is the availability of money out of the insolvency fund, paid by the employment agency. If the company has no access to such funds a going concern is very difficult and in most cases impossible. Page 11

12 The insolvency administrator takes an outstanding role starting from the time of filing for insolvency. He/she can be described as the vital question of the insolvent company! An administrator who perceives him-/herself as the enabler for a going concern and not as liquidator and who is thinking entrepreneurial with an economical and social conscience is a specific success factor. Such an attitude initially leads to the company s going concern and the identification of its competitive core business. It also results in adequate measures in the search for buyers/investors and adequate measures regarding corporate management. The insolvency administrator is the person responsible for all restructuring variables, which have a significant influence on the success of going concern and turnaround. 5 The insolvency administrator s most important activity in order to enable going concern and restructuring of an insolvent company is the professional management of the sales and investment process. This includes a systematic search for buyers/investors and an early elimination of potential deal breakers. In the ideal case, an insolvency administrator has a widespread network of potential buyers/investors he/she can contact. Besides the insolvency administrator, the company s personnel has an outstanding role too. They significantly influence the company s performance, operational capability and organisational adaptability. As the insolvency administrator normally does not take over any operational activities, he/she has a need for key personnel to implement restructuring measures. These individuals have to be identified in the different hierarchical levels and assigned with respective restructuring tasks. Furthermore, these identified individuals should be able to motivate their coworkers. Here, a generic problem is caused by the necessity to lay off people. Personnel of an insolvent company find themselves always in a conflict between loyalty to their company and securing their financial income. Going concern of an insolvent company mostly results in its sale as part of the restructuring process. Hence, the existence of a buyer/investor is absolutely crucial. This high necessity of buyers/investors can also be deducted from the termination reasons of going concern and turnaround activities which are listed in table 5: 5 See table 4. Page 12

13 Reasons for Termination of Turnaround in % No buyer/investor for company was found 64% Company generated ongoing losses 60% Necessary financial resources could not be generated 44% Problem of 613a BGB (German Civil Code) 6 42% Change of market conditions and competition 28% Key personnel left the company 18% Creditors rights hinder going concern 10% No settlement with owners possible 8% No settlement with creditors possible 8% Authorities hinder going concern/sale of company 6% N=50, multiple answers possible Table 5: Reasons for Termination of Turnaround 4 Conclusions and Outlook This study of going concern and turnaround activities of insolvent SMEs shows that, once the going concern decision was made, a successful turnaround is almost depending exclusively on the external factors insolvency administrator and buyer/investor/ financing. Only organisational adaptability and key personnel (with high intrinsic motivation) can be identified as company internal success factors. The entrepreneur who has an outstanding position for the company before insolvency loses his influence by the time of insolvency. His/her contribution to a successful going concern and turnaround is only to take adequate measured before insolvency and leaving the company in a condition that enables the going concern and turnaround in principal. In future, no decrease in numbers of insolvencies is expected. Insolvencies are part of the market economy principle and companies are subject to the commercial selectivity. In this process many insolvent companies will not be restructured and their life-cycle will end with the liquidation. However, a small fraction will find pathways out of insolvency and will be given the possibility to extend their life a BGB (German Civil Code) regulates the transition of the employment contracts to the buyer of a company. A new buyer automatically takes the responsibility of the seller regarding all existing empoyment contracts. Page 13

14 cycle by a going concern and a turnaround. Such a going concern can be provided either by restructuring its legal entity or integrating the company in a new legal entity. A generation change within judges and insolvency administrators as well as a growing awareness that filing for insolvency should not only protect creditors but also the company itself, hopefully lead to a more intense audit of insolvent companies for identifying chances of going concern and turnaround. The insolvency administrator s main challenge is the search for the company s competitive core business. Therefore he/she necessarily needs relevant business know-how and expertise. For a successful going concern and turnaround it requires an insolvency administrator with an entrepreneurial, economical and social mind set. If legislature, science or praxis will find ways to enforce an early filing for insolvency by the entrepreneur stays uncertain. The support offered by public institutions like chambers of commerce are first steps to reduce the stigma of insolvency. However, a public understanding of failure as a chance to learn and improve could be the nutrient medium for further movement towards insolvencies with perspective as insolvencies include both: risks and chances! References Imgrund, M. (2007) Wege aus der Insolvenz. Eine Analyse der Fortführung und Sanierung insolventer Klein- und Mittelbetriebe unter besonderer Berücksichtigung des Konfigurationsansatzes, Frankfurt am Main, Berlin et al. Miller, D. (1987) The Genesis of Configuration. Academy of Management Review 12: Mugler, J. (1998) Betriebswirtschaftslehre der Klein- und Mittelbetriebe, 3. Aufl., Band 1, Wien New York. Mugler, J. (1999) Besonderheiten des Krisenmanagements in Klein- und Mittelbetrieben. In: Thommen, J.-P., Belak, J., Kajzer, S. (Hrsg.) Krisenmanagement. Gubno, S Page 14