Evaluating a business’ situation and what should be done to further its best interests requires dedicated time, objectivity, emotional detachment (those latter two are different — objectivity comes from clear vision, and a grand, experienced perspective while emotional detachment comes from not being emotionally constrained from sacrificing any sacred cows, or offending anyone), and the experience and expertise of someone who has lived through a large number of these types of situations previously.
You need a tactical and strategic specialist upon whom you can truly rely. And you are already frightened that a stranger will compromise or destroy things which you have emotionally invested in.Interestingly, this very fear and attachment are the factors that keep leaders from leading the great businesses which they’ve built in moments of either crisis or critical decision.
Your business is in dire straits. You don’t know quite when it happened but your business is hurting: cash flow is very then, both fixed and variable costs seem to be on the rise, and your regional managers no longer seem motivated beyond their biweekly paycheck. You wish that you could stop everything that you’re doing and spend a few weeks examining the business in detail, but you are 1) too busy and involved in the business process and 2) not at all objective. You lack time and objectivity — and to top it off you are too emotionally involved with the business to make the changes that might have to be made. You and your attorney conferred with me, and came to the conclusion that you needed a Turnaround Consultant, and asked if I had an interest in the engagement. I am at your offices this morning, because as good a visionary, leader and hands-on manager as you are, you lack time, objectivity and the emotional detachment necessary to be effective in doing what must be done.
It requires time, objectivity and emotional detachment to do what has to be done for a business at any critical point in its evolution: whether that is averting financial disaster; contemplating adding a new product or service; thinking about outsourcing or using virtual office services to cut your staffing requirements (and the expense which comes along with having a full-time employee — now close to 37% on average of the employee’s base salary in most corporate cases); contemplating developing a virtual export or import division; evaluating a merger opportunity with a competitor in your industry who is significantly larger than you are; evaluating combining your business with you largest supplier; thinking of recapitalizing through either a private placement of equity interests, a public offering of securities, a deal with a private equity firm; a “guaranteed” public offering of your company‘s common shares through an investment banking firm; or, signing on for a large line of credit at seemingly good terms with an overseas firm out of the Middle East which only wants a 7% equity stake in your company.
When a business is at a critical inflection point in its evolution, life cycle or critical path, the key individual cannot necessarily trust or confide in anybody except for his or her lawyer or his or her accountants — but these professionals are limited in their scope of practice and expertise. The person whom you seek is usually referred to you by your legal counsel or perhaps by your independent accounting and auditing firm — and he will have those attributes necessary to guide you past that inflection point that we spoke of earlier:
It’s at these times, whether the decision involves avoiding a disaster or acquiring another firm in order to make a giant step in your business volume and diversification (not to mention the increase) in revenue sources that I feel delighted to be needed.
Thank you for reading me, and for circulating my posts through your ever-growing social media channels.
Why does BPM matter? (ebizq.net) – They Invent New Acronyms Every Week. And When They’re Not Doing That, They’re Finding New Uses For Existing Acronyms Just To Create Confusion – I Thought That “BPM” Stood For “Beats Per Minute”. That’s Why I’m One Of Those SOBs Who Avoids Acronyms.
As part of the Action Plan in any business turnaround, or in any plan of emergence from Chapter 13, reduction and restructuring of debt will play a key role, provided that the business involved in the emergence or “rescue” effort is inherently profitable by its nature — in other words — has an otherwise viable business model which was just mishandled or mismanaged in its execution. If debt can be reduced or eliminated, that is optimal; however, the second alternative which is more palatable to most lenders involves debt restructuring.
You have two restructuring objectives in dealing with lenders or bondholders – one is to defer the payment of the principal (the “balloon”) of the debt and to try to pay it on an interest-only basis for a business recovery period; the other, which is far more popular and easier to negotiate is to restructure the debt amortization or payment schedule. This second alternative permits you, as the acting Chief BusinessRestructuring Officer, to offer your creditors an option where the debt can be paid in a self-liquidating schedule, but simply over a longer time. In fact, if the length of the loan payoff schedule is sufficiently lengthened, you may even offer the creditors a small sweetener, such as a slightly higher interest rate on the loan or bond principal amount as a risk premium for their patience. Even after doing this, your payments to retire the debt in full may still be substantially lower than they would have been at a shorter (i.e., more rapid) amortization schedule.
Let’s see how this rescheduling of amortization works, Mr. Turnaround Expert:
Firstly, we’ll assume that the remaining principal amount of debt on one of our client’s loans is $80,000,000, and that at present, the client is paying off the loan at an interest rate of 8% over a five-year amortization period, fully self-liquidating. This means that the client’s monthly debt service due on the loan is approximately $162,211.
Going further, let’s assume that the client’s Chief Restructuring/ Turnaround Officer has projected (conservatively) that the cash flow available to service the loan will be approximately $175,000. This gives us a narrow margin for error. If we calculate the debt service ratio [divide the available cash flow by the the monthly loan payment obligation], it comes out to be a very, very uncomfortable 1.07884. As a lender, I would much rather see a debt service ratio that approaches 1.50000… that would make me quite comfortable, assuming that the available cash flow projections are reasonable.
If our Chief Restructuring/Turnaround Officer is a very good negotiator, and convinces the lender to reschedule the amortization of the remaining balance over a nine-year term, with a rate of 9% (our turnaround expert has given the lender an extra 1% as a risk premium for lengthening the amortization timeline), the monthly debt payments would now be $108,343.27 — we’ve cut $53,867.73 from our monthly fixed debt payment by doing this. Our new debt service ratio (assuming the $175,000 cash flow available to service the debt is the same, as it should be) will be 1.615236 instead of 1.07884. I now have a debt service ratio which exceeds the 1.50000 standard.
Amortization gives you the opportunity to stay alive longer, but yet to generate sufficient cash flows to pay off this debt, simply by changing its associated amortization schedule. We have restructured the debt brilliantly, assuming no other changes in terms on the part of the creditor, and no additional concessions to the creditor (with the exception of the 1% risk premium) on the part of our turnaround advocate, The Chief Restructuring Officer. Note that he might have chosen to cal himself the Chief Turnaround Officer, but that is too obvious and is on the edge of being Politically Incorrect. “Restructuring” sounds more positive than “Turnaround,” which conjures up images of the grim reaper following the client company’s president around.
This has given us additional cash flow margin (for coverage of other expenses of more than $53,000 per month.
Why would the creditor (a bank, represented by the officer who approved the original loan and who is responsible for handling the relationship with the client) agree to this?
Our negotiator simply took the bank officer aside and apprised him of the following facts and conclusions, gently but firmly:
1. If the client company were to go out of business and liquidate (Chapter 7, perhaps), the proceeds left to pay the bank would be less than 50% of the remaining loan principal. That would mean a substantial loss to the bank attributable directly to the officer’s decision to extend credit;
2. The foregoing could be very injurious for the officer’s career objectives, or perhaps the ability to remain employed by the bank at all;
3. If the client company remained in business, there would be no write-down or loss relating to the loan (the principal would be paid in full), and the officer would have made a good financial and career decision. His decision to allow the rescheduling of the loan has made it possible for the client company to stay in business and pay off the loan in full. Plus, the officer can speak about how “good a deal maker he was” by adding a loan premium of 1%, increasing the bank’s yield on the loan;
4. The client company keeps its deposits, its payroll account, all of its 100 or so employees have consumer loan, credit card, car loan or lease, deposits, checking or other business with the bank, all of which will now will definitely stay intact due to the officer’s “goodwill gesture to keep the company in business and everyone employed”. Interestingly, the officer also gets a credit for funds supplied to the bank (i.e., deposits — especially to demand deposit accounts (i.e., business checking), and this client has kept an average total balance in the bank of close to $1.5 million, all of which the bank earns interest on (this is called in the banking trade “playing the float”) while the client, who receives no interest waits for funds to “clear” and the bank puts this money out on overnight interest-bearing transactions with its under-reserved or slightly illiquid brethren;
5. It becomes apparent that the Chief Restructuring Officer can make the bank officer (with his own stationery, business cards, lapel pin and pens) look like a clever, prudent potentially promotable businessperson in the eyes of the client and his superiors in the bank, whom the Chief Restructuring Officer has promised to speak with (in laudatory terms) in his behalf.
The theme is not only that amortization is like fiscal alchemy — it is also that if a focal point of a turnaround Action Plan can be addressed with everyone emerging benefited (or at least not damaged as much), it can be negotiated.
Debt restructuring is a crucial part of most turnaround operations. Now you’ve gained a better insight.
If only Detroit were one of my Turnaround Business Clients (sigh), either the bankruptcy might have been avoided, or its method of conducting its “Municipal Business” might have been radically changed some time ago. There should have been much more oversight, checks and balances in all aspects of management, and operation, financial and forensic audits by a competent independent third party firm on a short notice basis. But then, the sad aspect of the public sector is that is by no means as accountable, or as interested in its investors (the taxpayers), as would be a simple medium-sized company.
When you combine poor accounting (and a lack of individual accountability), a lack of variance analysis, a lack of integrity in leadership, the absence of a formalized budgetary review process, the informality of fiduciary authority and a plethora of useless contracts for services and purchases that were not of benefit to the client [in a business they either call that “Other People’s Money” (OPM), which doesn’t really have to be accounted for directly if there’s enough of it (and who is keeping count as the nectar pours through the sieve? And more importantly, who knows what the total available capital for expenses and expenditures actually is?), or, in the worst case breach of fiduciary duty, fraud and embezzlement.
Goodness, if taxpayers realized that they were really shareholders, with the right to demand an accounting, a reconciliation, and an explanation of any ‘treasury leakage’ either through negligence or through political favors paid for at the expense of the populace. — DEC at 1Turnaround.
What follows is my curating and rather extensive and opinionated commentary regarding an article which I found in my inbox from Scoop.It!, a wonderful source of excellent articles and opportunities to really get a grand view of the topics which interest me, and are of crucial importance to my clients.
I am in full accord with the writer’s point of view as it concerns Detroit, specifically, and as it concerns all businesses and organizations which have fiduciary responsibilities. Sadly. election politics as well as organizational office politics tend to bring out some unsupported or unsupportable promises which ultimately will become perceived as lies. In any business or organizational structure (For-Profit and Not-For-Profit) you cannot make empty promises, as they will cost you all of your negotiating power (based largely in credibility), and possibly your career when the truth comes out.
Let’s assume that we are following a sensible business protocol, and that we are responsible to the Board, our colleagues, our employees, our customers (or constituents), our creditors and our investors. A methodical approach must be undertaken — it is sad that these politically-oriented individuals don’t examine the financial position and projections of the governments or businesses which they are trying to get the opportunity to lead prior to embarking on their campaigns.
A general rule to start with is that you cannot ever make a promise which is unconditional, especially if it is dependent upon the promises of others (grants, investments, lots of new business revenues, a technological breakthrough and the like). Make fewer promises of good and plenty, and more commitments to fixing problems at their source to ensure safety, stability and success.
Aside: Not to ridicule anyone at the federal government level, but you can’t make inferences to “getting out of debt by increasing borrowing,’ or balancing the budget and helping businesses by increasing taxes on the poorer and middle classes and reducing services to them as well!
Never make a commitment that you do not intend to keep, and that you do not have a plan (a method) to keep. Exaggerate costs and the length of estimated completion or delivery time frames – it makes it easier to be a hero.
In terms of examining, monitoring, course-correcting and maintaining or improving the enterprise (whether it is government or non-government, For-Profit or Not-For-Profit), the protocols are universal.
Of course, in the case of all-too-many governmental subdivisions and entities, there is tremendous complexity, inadequate supervision, and labyrinthine accounting, authorization and record keeping. There’s too much capital, and too many persons with access to it, without proper oversight. A large number of seemingly trivial expenses and expenditures can eventually accumulate into a cavernous loss. This waste (being kind with my choice of terminology) is taxpayer money — in private enterprise, the shareholders would be taking the company’s management to court for this type of abuse. They would be speaking of breach of trust, breach of fiduciary duty, diversion of funds, fraud and possibly embezzlement.
I believe that Detroit is the first host organism to fall victim to an epidemic , and that municipal bankruptcies will be hooping up like crocuses in early springtime. And we’ll get closer to the truth about the extent of the federal deficit and the value of the U.S. dollar, fresh off of the press. That’s a scenario for The Global Futurist Blog to paint.
But then, I’ve gotten off of my focus. Let’s return to a standard fiduciary management protocol where each individual in the chain of command or hierarchy structure is responsible — truly responsible — at every level:
1) If a responsible individual sees or suspects a problem, it must be reported immediately to the appropriate persons of supervisory authority;
2) That person of supervisory authority should follow through with vigilance and persistence to see to it that the problem is solved before it wastes any more money and before it worsens;
3) The problem must be expediently fixed, and noted as such – after all, every minute of loss is a drain on profitability and solvency;
4) If there are too many systemic problems, and the organization’s current financials as well as its proformas (always have worst-case, realistic-case forecasts handy; they should be created frequently as assumptions and conditions change; they are a powerful management tool, and an early warning system) are not looking good, senior management must gather the right experts, both from inside of the organization and from senior management’s “A” list of outside professionals, and;
5) Re-examine the organization’s entire business model in terms of S.W.O.T. analysis, critical path dependencies analysis, and possible displacement (or antiquated assumptions) analysis. Look to prune your sunk costs and nonproductive recurring costs;
Note: From this point forward in my discussion, I’ll address this issue as if the business (even if it is the business of running a municipality) were yours, and that you were the executive ultimately in charge.
6) Reconstruct the organization’s business model with the help of the assembled expert committee, create a realistic, turnaround reconstruction plan, promulgate it to all of the involved and affected individuals, as well as to all other parties doing business or trade with the organization. Let them know of the changes, what the time frames really are, what sacrifices or compromises they will have to make lest the team effort fail (Note: If you’re a charismatic, credible, strongly committed leader, you will convince every individual, from the board room down to the janitorial staff that they are each, and all, partners in the the success of the business, and that necessary sacrifices may have to made to bring stability and better results for the benefit of all). Take a serious tone, especially when asking for sacrifices and compromises. Make everyone feel like a stakeholder and an employee or an agent of help;
7) Work the new plan to the letter, diligently, faithfully and without deviation. Report to all of your “partners” frequently as results come in and new forecasts are made. Your diligence, conscientiousness and candor in terms of reporting frequency and transparency will be appreciated and might make potentially hostile parties feel more like allies in a group project and a united effort. That latter is the effect for which you should strive – it justifies the sacrifices and compromises…and to make it even more potent, be certain that the C-Suite occupants, senior executives and the directors make visible meaningful sacrifices as well. You don’t want to look like a “too-big-to-fail” company that the U.S. government just bailed out [grin];
8) Demonstrate by variance analysis (projected versus actual results) how you are actually achieving the goals set forth in your turnaround business plan, and how you have converted waste and losses to a positive, potentially distributable fund balance;
9) From that positive pool of hard-won cash, reward all of the parties who have cooperated in the effort (at a sensible level,and not just to the senior most executives and directors, but to all of the participants, sacrificers and compromisers who have made it possible. Everyone enjoys a participatory celebration of success and a feeling of having participated in a victory…everyone! The object:
Demonstrate in distributable dollars and cents that the tough cuts have paid off in terms of solvency, stability and a positive cash flow. A great leader (as opposed to a basically attired career politician) rallies his forces for a job successfully done, reminds them that their efforts need to continue, and also reviews the victorious results of the variance analysis — show them how inflows have increased and how outflows have decreased. Make them all feel like stakeholders.
10) Promise to continue on course, and to remain vigilant and practical, as well as honest and tough. Continue to restructure and turnaround the business periodically with a “no sacred cows” and a zero-based budgeting approach. These techniques and tools work.