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.

  • 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:

    • Rapidly assessed enterprise and liquidation values.

    • Instituted stringent control over cash. Relentlessly managed working capital.

    • Met with a major customer and within three weeks secured $4 million bridge financing through an unusual customer advance arrangement.

    • Held weekly teleconferences with Board and senior secured debt holders to keep key constituents fully apprised of activities, while managing expectations.

    • Worked closely with investment banker to sell company to strategic buyer. Managed due diligence process.

    • 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.

  • Grew EBITDA from $4 million to $21 million.

  • Expanded distribution channels to more profitable specialty, OEM and e-commerce customers. Rationalized customers and SKUs.

  • Increased gross margins from 38% to 41%.

  • Expanded China and Pacific Rim sourcing from two to five factories.

  • Implemented effective cross-functional teams.

  • Outsourced warehousing and logistics functions, saving over $1 million annually. Found new jobs for employees affected by outsourcing decision.

  • Reduced new product development “time-to-market” from over one year to 16 weeks.

  • Implemented departmental incentive compensation programs based on “line-of-sight” controllable contribution margins.

  • 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.

  • Established $15 million off-shore credit facilities to finance European and Asian operations.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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:

  • Visited eight of the nine facilities to assess each plant’s manufacturing effectiveness, productive capacity and labor utilization.

  • Analyzed historical and projected financial results at each plant level as well as on a consolidated basis.

  • Developed 25 specific initiatives and implementation timelines to reduce costs, improve margins and reduce excess capacity.

  • 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.

  • 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.

  • 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.

  • 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.

  • Arranged a sale leaseback transaction which would provide our client with $7 million of immediate liquidity.

  • 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.

 

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.
 

  • 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:

    • Met with each customer within first 30 days of engagement to calm uncertainty about the company. Continued active firsthand communication thereafter.

    • Grew revenue by almost 70% through new business, expansion of markets (Puerto Rico) and new product introduction.

    • Developed operating metrics to track the individual medical record through each step of the retrieval, nurse review, submission to customer and billing processes.

    • Hired an entirely new management team (COO, CFO, CIO, VP Clinical Ops, VP Sales & Marketing, and VP Customer Service).

    • 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.

    • Instituted stringent HIPPA standards over each confidential medical record retrieved.

    • Collected seriously past due, previously contested billings from customers without harming relationships.

    • Established multiple chart retrieval vendors, reducing this cost by 25%.

    • Met with senior CMS personnel to validate our client’s new product roadmap.

    • 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.

    • 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.

  • 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.

    • Completed formal turnaround plan in six weeks.

    • Identified 42 action items including timelines for completion of each.

    • Assessed corporate governance, hospital administration and quality assurance, including the accessibility of patients to the appropriately credentialed physician provider.

    • Analyzed physician contracts, nurses’ collective bargaining agreements, nurse registries, managed care contracts and pharmacological arrangements.

    • Examined billing systems, patient chart and coding practices, bill master file authenticity and collection practices.

    • Analyzed state census data for hospital system needs based on demographic projections and completed a competitive analysis.

    • Examined physical plant and equipment; analyzed capital expenditure and deferred maintenance projections; identified possible asset sales.

    • Dissected medical group relationships and physician practice patterns within selected medical group settings.

    • Analyzed the master lease agreement between the county and our client for the four separate facilities operated by our client.

    • Completed a thorough financial analysis and identified misguided assumptions concerning a $35 million unfunded pension obligation, thereby increasing the unfunded liability.

    • 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.

  • Our healthcare specialists assisted a significant, publicly traded HMO evaluate its options regarding the insolvency of its principal contracted-for physician network.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.