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The Aerospace sector requires precise production and delivery schedules.
Suppliers must create and maintain optimal lean manufacturing and efficient
procurement management systems. Compounding these execution risks, long-term
supply agreements are continually renegotiated by OEM's which force margin
erosion, negatively impacting cash flow.
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We provided Chief Restructuring Officer (CRO) services to
this Tier II $75 million manufacturer of aerospace parts, kits and assemblies
which had exhausted its cash and financing resources. It faced immediate liquidation,
reporting gross margins of only 5%. Its customers included Boeing, Lockheed-Martin,
Sikorsky and Vought. It reported gross margins of only 5%. During our engagement,
we:
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Rapidly assessed enterprise and liquidation values.
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Instituted stringent control over cash. Relentlessly managed
working capital.
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Met with a major customer and within three weeks secured
$4 million bridge financing through an unusual customer advance arrangement.
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Held weekly teleconferences with Board and senior secured
debt holders to keep key constituents fully apprised of activities, while
managing expectations.
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Worked closely with investment banker to sell company to
strategic buyer. Managed due diligence process.
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Negotiated stock purchase agreement.
Within 90 days
of our engagement, we sold the company in a stock transaction. Proceeds from
the sale fully repaid all $20 million in bank debt and 425 employees retained
their jobs. The shareholders received an unexpected dividend, not only from
the sale proceeds but also from our successful arguments made with an arbitrator
related to the buyer’s purchase price adjustment claims; the entire escrow
withheld on closing was returned to the selling shareholders.
- We were engaged by a public $80 million
landing gear overhaul and repair service company with international operations.
We examined the business plan of one of its internationally based subsidiary
organizations. In our report we identified numerous opportunities to improve
operations and financial results. We were subsequently retained to examine
and implement cash flow forecasting and turnaround metrics required by the
situation. Ultimately the company was sold to a strategic buyer, fully repaying
bank debt and providing a substantial return to the private equity sponsor.

Our
client, ProdiGene, Inc., was incorporated in 1995 to develop and commercialize
recombinant proteins derived from transgenic plants, for such products as edible
vaccines, animal-free therapeutics and industrial enzymes.
In
2002, the company contracted with farmers to grow genetically modified corn
to produce a line of pharmaceutical intermediaries. This would be the first
product launch by any company of a transgenic plant protein.
In
November 2002, the USDA alleged that plants from ProdiGene fields contaminated
a silo of soybeans. The company became a target for environmental activists
and consented to pay $3.7 million in fines and costs. Without new capital,
ProdiGene faced imminent bankruptcy.
The
Scotland Group was engaged in March 2003 when the company was nearly out of
cash, its CEO was terminated, a majority of its Board had resigned, and in
bankruptcy, its enterprise value was virtually worthless.
Situation Analysis
ProdiGene's turnaround required recapitalization and a fresh start. After considering
options, Chapter 11 was rejected. At risk was our client's irreplaceable "toolset"
of licensed patents, without which it could not function. The only viable option
was an out-of-court restructuring.
Management Change
The turnaround engagement brought about an immediate change to the company's
focus, direction and culture. Biotechnical priorities were redirected from
research and development to environmental stewardship. Optimistic sales forecasts
were scaled down, and production objectives were reprioritized. Frequent and
open communications were initiated with all stakeholders.
Emergency Action
Upon Board approval of the plan, all non-core activities were curtailed while
billable work was accelerated, allowing a 33% workforce reduction and 50% monthly
cash savings. Favorable terms help persuade company insiders to fund ProdiGene
for six months.
Business Restructuring
An internal team solicited strategic investors, and one was selected for exclusive
negotiations. The new potential investor demanded that ProdiGene reduce its
liabilities by at least 60%.
Negotiations with creditors, lessors and vendors
continued to the very hour of the close. The goal was ultimately realized by
exchanges of debt for equity and cash-on-cash discounts.
On August 20, 2003, ProdiGene was recapitalized
by the sale of 51% of its equity in a transaction that marked its enterprise
value at $30 million. Less than six months earlier, the company was facing
a problematic bankruptcy and the likely loss of all of its enterprise value.
Return to Normal
ProdiGene is currently under the management of its new majority shareholder
and is following a focused plan to achieve commercial success.
The turnaround of ProdiGene gave new life to
a company whose controversial science could impact agriculture and biology
for generations to come.
The Scotland Group, Inc. received Turnaround
Management Association's prestigious "Turnaround of the Year" Award for our
work on this engagement.

We
led a $170 million global consumer products company through an operational
and financial turnaround. Virtually all products were sold to “big box” retailers.
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Grew
EBITDA from $4 million to $21 million.
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Expanded
distribution channels to more profitable specialty, OEM and e-commerce customers.
Rationalized customers and SKUs.
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Increased
gross margins from 38% to 41%.
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Expanded
China and Pacific Rim sourcing from two to five factories.
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Implemented
effective cross-functional teams.
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Outsourced
warehousing and logistics functions, saving over $1 million annually. Found
new jobs for employees affected by outsourcing decision.
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Reduced
new product development “time-to-market” from over one year to 16 weeks.
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Implemented
departmental incentive compensation programs based on “line-of-sight” controllable
contribution margins.
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Implemented
a global web-based product lifecycle management system. This tool shared research
and design concepts, product specifications and customer requirements concurrently
among design, sourcing and manufacturing teams in China, Europe and United
States. Improved time to market and customer satisfaction.
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Established
$15 million off-shore credit facilities to finance European and Asian operations.
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As
a result of the turnaround, $90 million of senior debt was refinanced, resulting
in a dividend for the sponsors while also creating over $4 million of incremental
cash availability.
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Assisted
in recruiting new CEO to replace our services.
Both the private equity sponsors and the
mezzanine debt holders were “back in the money” as a result of creating over
$100 million of enterprise value during this seven month engagement. Saved
2,500 jobs worldwide.

We
have helped numerous creditor committees involved in Chapter 11 cases. Fraudulent
conveyance, preference analysis, viability analysis, operational restructuring
and analysis of debtor reorganization plans, including financial projections,
are examples of the work completed in these cases. Through our firm's efforts,
creditors have recovered and are recovering otherwise untapped assets from
debtors and their agents.

As technology and price structure
squeeze this segment, we will continue to see distributors across all industries
faced with major strategic challenges.
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The
firm provided CEO and CFO services to a $75 million security hardware products
company. We worked with this family owned business and closed unprofitable
branch locations, reduced distribution expenses, improved logistic support,
developed innovative internet marketing programs and substantially reduced
the breakeven point. We developed a revised distribution strategy. Despite
a history of operating losses, this revised strategy convinced strategic and
financial buyers that the enterprise value was substantial. We negotiated
the sale of the company to a strategic buyer, which had the effect of removing
all personal guarantees of the family owners as well as repaying the financial
institution and other trade creditors 100 cents on the dollar.
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In
an engagement regarding a distribution company serving the drug store merchandise
sector, we acted as advisor to a firm assigned to the workout department of
a major financial institution. We addressed this organization's breakeven
point and provided revised financial projections and cash flow forecasts,
allowing the bank and the company owners to have a path of recovery providing
value to all constituents.
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In another case, we served as
Chief Restructuring Officer for a $400 million distributor serving the general
merchandise requirements of grocery stores. The company was formed as a result
of a roll-up of 14 companies in 18 months with no corporate infrastructure
to manage the acquisition integration. In addition to our services as CRO,
The Scotland Group, Inc. provided both the COO and CIO on the case. We identified
and implemented over 20 initiatives resulting in EBITDA improvement of $35-$40
million. Unfortunately, a minority of the bank group decided to cease funding
as a result of a year end accounting adjustment surprise. As a result, we
continued to provide our services in Chapter 11 and organized a Section 363
sale using the services of Houlihan Lokey to assist us. We sold the company
to Sun Capital Partners for $70 million in May, 2002.

The Scotland Group, Inc., was
engaged initially to act as financial advisor to this privately held entertainment
company. The role expanded to provide interim Chief Operating Officer responsibilities
in addition to financial advisory responsibilities. Revenues increased over
50% to $30 million at the conclusion of our engagement; a previously reported
net loss of $2.1 million was reversed, and the client reported a net profit
of $1 million.

We provided management advisory
services to an $82 million West Coast based food processing company. We assisted
management to substantially lower the company's breakeven point by reducing
costs. SKUs and unprofitable customers and territories were eliminated. We
helped the company open up a profitable food service channel, which had the
effect of almost doubling gross margins. The client completed a substantial
subordinated debt recapitalization at very attractive terms largely as a result
of implementing our pragmatic suggestions.

One
of our clients was a privately owned $1.1 billion global manufacturer of newspaper
and commercial printing presses. It operates in nine plants located in the
United States (3), Europe (3), Great Britain, Japan and China. It also provides
refurbishment services and replacement parts to an installed base of almost
30,000 presses located throughout the world.
Over a period of seven weeks, we:
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Visited
eight of the nine facilities to assess each plant’s manufacturing effectiveness,
productive capacity and labor utilization.
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Analyzed
historical and projected financial results at each plant level as well as
on a consolidated basis.
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Developed
25 specific initiatives and implementation timelines to reduce costs, improve
margins and reduce excess capacity.
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Worked
closely with outside counsel in France to develop a plant closure and liquidation
plan. Our detailed analysis and plans demonstrated the closures could be completed
without any incremental cost; management previously estimated this shutdown
to cost approximately $100 million.
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Developed
a creative production plan to utilize large UK tax NOL. This plan also had
the effect of liquidating a $60 million unfunded pension obligation. Left
unfunded, the equity sponsor faced the unfortunate legal position of being
required to pay off this pension obligation.
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Analyzed
enterprise and liquidation values for each plant. Proposed reducing excess
capacity by shutting down three plants while shifting production to more efficient
existing facilities.
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Assessed
vendor-furnished high volume parts. Developed a plan to in-source these parts
to our client's low-cost Chinese operations, thereby reducing annual third
party vendor costs by approximately $30 million.
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Arranged
a sale leaseback transaction which would provide our client with $7 million
of immediate liquidity.
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Analyzed
an expensive patent infringement plaintiff litigation case, including an unusual
contingent fee arrangement with outside counsel requiring current fee payment.
We suggested several steps to mitigate the on-going costly legal fees, including
introducing our client to a firm which would take over the claim, thereby
eliminating the cost of this litigation.
Our turnaround and restructuring plan projected our client
could become profitable in 2009 despite a 40% reduction in revenue. Moreover,
this client would generate cash in 2009, reversing a management-planned cash
flow loss.
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The principal of The Scotland Group, Inc.,
David L. Auchterlonie, served as Chief Financial Officer of Redken, Laboratories,
Inc., a $110 million dollar publicly traded and entrepreneurially managed hair
care and cosmetics products firm. He initiated the leveraged buy out plan to
take Redken private in 1986 and engaged Merrill Lynch Capital Markets to complete
this transaction. In 1993, the owners/founders sold Redken to L'Oreal for a
sales price in excess of $200 million, representing a 20 times return or a
compound annual rate of return in excess of 200% to shareholders in less than
seven years.

The healthcare system is pervasively flawed.
The economic interests of health insurance companies, hospitals, physicians/provider
groups and Medicare/Medicaid are not aligned.
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A $30 million med-tech company encountered
a management crisis following its acquisition by an equity sponsor. The original
founders and management were paid handsomely for their previous equity interests
and immediately resigned.
Their business involves registered nurse
review of over 350,000 individual patient medical records annually selected
from health plan claim submissions to Centers for Medicare and Medicaid Services
(CMS). Their sophisticated computer based algorithms use these electronic
CMS claim submissions to select and retrieve individual member medical records
for nurse examination. They assign new hierarchical condition codes (i.e.,
HCC’s or risk scores) to those Medicare Advantage patients statistically selected,
if appropriate. The reviewed patient records are then compiled, resulting
in revised electronic claims files for submission to CMS. Additional funds
are then recovered from CMS to provide for improved care for health plan high-risk
patients.
Our firm stepped in as interim Chairman
and CEO. We encountered a company that had grown beyond its human and systems
capabilities. It faced immediate customer defection risk, lacked project management
processes to support required nurse review processes, lacked confidential
medical record management, customer post-sale activities, and was void of
any organizational or human resource function. In addition, financial information
was maintained on QuickBooks, no cash or financial planning function existed
and the financial organization lacked appropriate management. The systems
of internal operational and financial controls were virtually non-existent.
Moreover, the underlying IT infrastructure was dysfunctional and mission critical
application systems had no documentation and could not handle any additional
volume.
Over a 12 month period, the following selected initiatives were completed:
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Met with each
customer within first 30 days of engagement to calm uncertainty about the
company. Continued active firsthand communication thereafter.
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Grew revenue
by almost 70% through new business, expansion of markets (Puerto Rico) and
new product introduction.
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Developed operating
metrics to track the individual medical record through each step of the retrieval,
nurse review, submission to customer and billing processes.
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Hired an entirely
new management team (COO, CFO, CIO, VP Clinical Ops, VP Sales & Marketing,
and VP Customer Service).
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Put in place
a professional human relations function, which helped support hiring a 70%
increase to the workforce. Developed first ever all employee training programs.
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Instituted
stringent HIPPA standards over each confidential medical record retrieved.
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Collected seriously
past due, previously contested billings from customers without harming relationships.
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Established
multiple chart retrieval vendors, reducing this cost by 25%.
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Met with senior
CMS personnel to validate our client’s new product roadmap.
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Completely
revamped IT department into cross-functional product-centric work teams,
while instituting rigorous documentation and user acceptance tests before
allowing mission critical systems to be put into live production mode.
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Established
a market rate line of credit with a financial institution in late October
2008 when worldwide credit markets were frozen.
In 2008, our
client recovered over $100 million from CMS for its health plan customers.
It also reported profitable results despite a planned rapid growth in semi-variable
costs. To complete this engagement, we helped recruit and put in place a new
Board of Directors and hired a permanent CEO.
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Our client,
a $350 million multi-location hospital organization, served a high proportion
of uncompensated for and indigent care patients. $110 million of public municipal
and private bank debt faced default. The Scotland Group, Inc. was engaged
to develop a turnaround plan for the organization, which maintained 432 acute
care beds and employed over 2,100 employees. We interviewed hospital management,
county and state elected officials, regulators, staff and contract physicians,
nurses, and state rate-making agency and community personnel as part of the
work to develop the turnaround plan.
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Completed formal
turnaround plan in six weeks.
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Identified
42 action items including timelines for completion of each.
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Assessed corporate
governance, hospital administration and quality assurance, including the
accessibility of patients to the appropriately credentialed physician provider.
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Analyzed physician
contracts, nurses’ collective bargaining agreements, nurse registries, managed
care contracts and pharmacological arrangements.
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Examined billing
systems, patient chart and coding practices, bill master file authenticity
and collection practices.
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Analyzed state
census data for hospital system needs based on demographic projections and
completed a competitive analysis.
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Examined physical
plant and equipment; analyzed capital expenditure and deferred maintenance
projections; identified possible asset sales.
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Dissected medical
group relationships and physician practice patterns within selected medical
group settings.
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Analyzed the
master lease agreement between the county and our client for the four separate
facilities operated by our client.
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Completed a
thorough financial analysis and identified misguided assumptions concerning
a $35 million unfunded pension obligation, thereby increasing the unfunded
liability.
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Identified
significant shortcomings in our client's information systems.
Our firm presented
the turnaround plan to the Oversight Committee appointed by the Governor,
as well as to our client. The plan suggested: (1) a comprehensive overhaul
of corporate governance; (2) restoring independent group practices for loss-producing
employed physician specialties; (3) establishment of centers of excellence
to serve the diverse needs of the county’s specific patient population; (4)
creation of a management contract with the state university medical system
to improve overall quality of patient care; and (5) specific financial recommendations.
The plan exceeded our client's expectations.
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Our healthcare
specialists assisted a significant, publicly traded HMO evaluate its options
regarding the insolvency of its principal contracted-for physician network.
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Further, we
assisted a prominent medical practice management company and its Northern
California based medical IPA to evaluate its most appropriate turnaround strategy.
In this case we completed a thorough analysis of operations, including an
assessment of medical practice patterns, cost of units of care and potential
contingent liabilities.
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In another case, we represented
an unsecured creditors’ committee involved in a Northern California medical
group Chapter 11 filing. We analyzed historical cost data and developed member
month cost data to determine the most appropriate reimbursement rate for the
debtor. We also provided the Committee with an independent assessment of the
debtor’s operations and projections prepared by its Big 4 advisor.

At Inductor Supply, Inc. (ISI),
the firm acted as financial advisor to this family owned importer and distributor
of electronic components. Within one month of our engagement, we removed a
court appointed receiver, reduced costs throughout the organization, and arranged
off-balance sheet financing to provide the company with desperately needed
cash as a result of a fully depleted credit facility. ISI more than doubled
its sales, operated profitability each month and repaid its original bank line.

Our firm assisted a public company
that holds the IT brands for Comdex, Java One and Seybold, among others. We
worked with an equity sponsor to examine the acquisition opportunity prior
to the company being fully distressed. We counseled the sponsor on strategies
to acquire both bank debt and sub debt (thereby controlling two classes of
creditors) and also the steps necessary to restructure operations. The sponsor
successfully acquired controlling positions in both the sub debt and the bank
debt, approached management and provided DIP financing. We served the sponsor
as its advisor and informal CRO to help restructure the company operations
in bankruptcy. As a result of our combined efforts, the company exited bankruptcy
in an excellent position with a capital structure showing $50 million of bank
debt compared to the pre-bankruptcy amounts exceeding $400 million. Furthermore,
the company will produce EBITDA profits after reporting a $600 million loss
in the year preceding the sponsor's acquisition.

A large specialty retailer selected
our firm to act as business and financial advisor to its Board of Directors.
After sizing up the situation with our tailored analysis, our team identified
a turnaround strategy to keep this privately-owned company from filing for
bankruptcy protection. We closed unprofitable store locations and liquidated
excess inventories. We separated non-core businesses and sold off non-core
assets. We surgically reduced $4 million of G&A costs and renegotiated above
market store leases, reducing rents by $2 million. We stabilized supplier/vendor
relationships to ensure a continued supply of product. With the help of special
counsel, we renegotiated the bank debt and established a game plan for a large
undeveloped, fully-indebted, non-core real property. In addition, we helped
recruit a new independent Board of Directors and a new CEO.
In its last fiscal year prior to our engagement, the company reported a $25
million net loss. Through our efforts, the company was positioned to report
a $3-3.5 EBITDA profit at the conclusion of our engagement.

This market segment presents
numerous challenges. We worked on two cases recently; one, a public company,
and another, backed by a private equity fund. We were referred to these cases
by either existing Board members or by the equity sponsors. We assessed the
viability of both organizations, examined the technology and an alternative
market positioning for that technology, reviewed organizational strengths and
weaknesses and developed turnaround plans providing the most appropriate recovery
of value for the Boards and equity sponsors involved.

This sector remains challenged.
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We
recently completed the sale transaction of a satellite photovoltaic cell manufacturer
through a successful Section 363 sale. We acted as financial advisors to this
failing company. Our estimated recovery value of the assets was $6-$8 million
at the time of our engagement. Through our efforts we resurrected a strategic
buyer to acquire the core business and sold the building and other assets
through pre-negotiated auctions. As a result, approximately $36 million in
proceeds were realized versus the $6-8 million estimated at the onset of this
case.
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In another engagement in which
our firm served as financial advisors, we helped management liquidate a public
dotcom company. Unlike most dotcom meltdowns, the company returned almost
$10 million in equity to shareholders as a result of the company management
and our efforts.

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At
Tiger International, a then publicly held $1.6 billion transportation and
holding company for five operating companies including Flying Tiger, Mr. Auchterlonie
was instrumental in restructuring $1.3 billion of debt outside of a bankruptcy
proceeding. Working with other Tiger team members, he helped negotiate debt
repayments with five creditor committees and financial institutions representing
over 130 financial institutions globally, resulting in savings amounting to
approximately $250 million per year to Tiger and its operating companies.
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The Scotland Group, Inc. was
also engaged to provide senior management business advisory services as well
as financial management services to a subsidiary of a Fortune 500, NYSE listed
company in the jet engine overhaul business. Revenues during this period grew
from $18 million to $28 million, the loss of $1.5 million annually was reversed,
and the client reported a pre-tax profit of $1.5 million at the conclusion
of our engagement.
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