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The Project Turnaround Specialist - Overview and Aspects - Mar 2000
Turnaround Management

The Project Turnaround Specialist

Overview and Aspects

The turnaround of a project in distress involves managing the project and its problems. The process is time
consuming and requires a special set of skills. The problems of the project are often compounded by the project's
sponsors (owners or contractor management) who are facing financial or contractual distress for the first time and
who are reticent to change. This is where the turnaround specialist brings his/her art to the process.

The identity of the client must be clear. The client's identity may appear clear at first glance, but it can quickly
become blurred. For example, the owner of a closely held business may be as concerned about personal guarantees
as about the survival of the project (and, possibly, the business). In addition, if the lender has referred the
specialist, the specialist must make it clear to all parties whether the lender or the business is the client. This
becomes very important in a project finance situation where the only funds supporting the project must come from
the project finance lenders normally.

Turnaround specialists generally are either interim project managers or consultants. Interim project managers will
replace the existing project manager, take the decision-making reins of a troubled project, and guide it through
troubled waters, hopefully to safety.  Project turnaround specialists advise existing management without taking an
operating role within the company. Although some specialists are willing to act as either an interim manager or a
consultant, most prefer to act as one or the other.

A troubled project may also need help of an experienced general manager or an expert in a particular aspect of the
business. A troubled project often has a unique problem that requires an industry-knowledgeable expert rather than
an experienced general manager. Naturally, this determination depends upon the particular company, industry, and
problems involved. Keep in mind, however, that industry knowledge is not the same as turnaround management
knowledge. A skilled turnaround specialist can often revive a project using his/her turnaround talents despite initial
unfamiliarity with the technical aspects of the business.

Many turnaround specialists also concentrate on varying stages of project (or business) decline. While some
practitioners work with clients in or on the edge of bankruptcy, others concentrate on only those in an early stage of
decline.

Is a Project Turnaround Specialist Needed?

Before this question can be answered, it is important to understand why projects fail. The answer is usually
mismanagement (either on the project or by the companies involved in the project).

The following is a summary of many internal and external factors controlled by management.

  • Autocratic management evidenced by a reluctance to delegate authority or train new management. The result
    is an overextended management and unclear lines of authority.
  • Ineffective communications between the owners management and the contractors/subcontractors
    management, or if confined to solely the project, the project management and the project
    team/suppliers/vendors, etc.
  • Neglect of human resources evidenced by excessive turnover rates, which cause low morale, decreased
    productivity, dysfunctional project teams, and project deterioration.
  • Ineffective compensation and incentive programs.
  • Company or project goals not understood or achieved.
  • Deteriorating business from established clients and new prospects may be evidence that the company is not
    meeting a client's needs and that strategies are outdated and management is out of touch with the
    marketplace.
  • Inadequate analysis of markets and strategies.
  • Lack of timely and accurate financial information.
  • History of failed expansion plans which drain a business cash assets, time and morale and create reluctance
    to embark on future growth expansion plans. Expansion efforts often fail due to lack of cash, management
    expertise or through market analysis.
  • Uncontrolled or mismanaged growth. When business functions fail to support each other and the business fails
    to support growth. Many businesses focus solely on one aspect of the business (sales growth, operations, or
    supporting infrastructure) and neglect the other aspects.

Management in the "Blame Game" Role (most of the time?!)

Management is often prone to blame the misfortunes of the project (or business supporting the project) on external
factors ostensibly beyond their control rather than be held accountable and correct the situation. Some of these
external factors include:

  • General economy
  • Unfavorable legislation
  • Interest rate fluctuation
  • Labor unrest
  • Labor cost increases
  • Competition
  • Litigation
  • Market decline
  • Raw material cost increases

Warning Signs: How Do You Diagnose Trouble?

What are the warning signs of a project (or the businesses supporting the project) heading towards trouble? This is
one of the most frequently asked questions (FAQs) of project turnaround specialists. Trouble comes from a variety
of causes. The obvious signals are rarely the root cause of the problem. Losing money, for example, is not the
problem, but the result of other problems.

The warning signs listed below are not all inclusive, but may provide some insight as to why the project (or company
supporting the project) is facing difficulty.

Signs relating to a company's (project's) financial performance include:

  • Decrease in profit (or decrease in the project "as sold" profitability for contractors, for example)
  • Decrease in sales
  • Continued failure to meet bank loan covenants (or other lenders' requirements in project financing, for
    example)
  • Decrease in available cash

Signs connected with a company's (a project and/or project team's) operational performances
include:

  • Lack of both short and long-term planning and forecasting
  • Quality control problems - increased returned goods and customer complaints
  • Late or slow delivery
  • Increase in fixed costs relative to revenues
  • Management and employee turnover
  • General employee dissatisfaction and performance
  • Employee layoffs
  • Declining revenues per employee
  • Trade credit difficulties and restrictions
  • Failure to take purchase and other cash discounts
  • Delay returning telephone calls
  • Delay in submitting financial statements to banks, lenders, and suppliers
  • Board of Directors resignations
  • Failure of Board of Directors to diligently exercise its oversight function
  • Return of the "retired" founder to a visible management position
  • Failure to adapt to new technologies

Signs associated with poor utilization of assets include:

  • Worsening cash position - reduced working capital
  • Decrease in quick asset ratio
  • Increase in the debt to equity ratio
  • Dwindling capital base
  • Declining asset turnover rate
  • Declining accounts receivable turnover rate
  • Deteriorating account receivable aging
  • Declining inventory turnover rate
  • Deteriorating account payable aging
  • Creeping loan balances reduced R&D expenditures
  • Changing accounting principles
  • Financing the purchase of fixed assets out of working capital
  • Overpaying for assets or business units
  • Acquisitions of or expansion into non-core related businesses or into businesses which cut into or compete
    with the core business

These signs are symptoms, not the problem. The signs are simply the evidence that a problem exists, and it is the
problem rather than the symptom that must be identified and remedied.

Several formulas exist to predict failure. One widely known formula is the Z-Score, developed by Professor Edward
Altman of New York University. By weighing various financial ratios, the Z-Score attempts to predict whether a
manufacturing company is a bankruptcy candidate. The formula:

Z = 1.2A + 1.4B + 3.3C + 0.6D + 1.0E

Where:

    A = Working Capital / Total Assets
    B = Retained Earnings / Total Assets
    C = Earning Before Interest and Taxes / Total Assets
    D = Market Value of Equity * / Book Value of Total Debt
    E = Sales / Total Assets

*  When the company is not publicly traded, book value of equity should be substituted for market value.

The resulting scores are interpreted to indicate the following:

    Less than 1.875 - The company has a high probability for bankruptcy within the next two years.
    Between 1.875 & 3.075 - The grey zone where the trend is the really most important criteria.
    Greater than 3.075 - The company has a low probability for bankruptcy.

A second statistical method developed by Jarrod Wilcox, a former assistant professor at MIT's Sloan School of
Business, is known as the Gambler's Ruin Prediction of Bankruptcy. This formula, designed to predict possible
bankruptcy for both manufacturing and retain companies up to five years in advance, is as follows:

Liquidation Value = Assets - Liabilities

    Where:

    Assets = 100% of cash and marketable securities plus 70% of accounts receivable, inventory, and prepaid
    expenses plus 50% of remaining assets.

    Change in Liquidation Value from previous year = Earnings before special items minus 100% of dividends
    minus 50% of the year's capital expenditures and depreciation minus 30% of increase in inventories and
    accounts receivable since the prior year.

If these computations indicate negative amounts, the company is considered a candidate for bankruptcy.

Companies Susceptible to Trouble

Given the market forces of capitalism, all businesses (and their projects) are as vulnerable to trouble as they are to
the lure of success. We live in a world of wildly changing technologies. Even with these changes, a business (and/or
its projects) that is managed properly will continue to prosper. However, some industries are more susceptible to
trouble than others due to various factors and characteristics.

The fortunes of companies in cyclical industries often depend upon forces outside their control such as commodity
prices or weather conditions. Those most likely to withstand the effects of these forces are the ones that learn to
adapt. They either sufficiently diversify without losing sight of their primary business or which are able to control
fixed costs in unstable conditions. The ability to adapt is key.

Companies in newly deregulated industries face having to learn to survive in a competitive environment without the
legal protections previously enjoyed. Deregulation is generally accompanied by an anticipated shakeout of the
weakest businesses as competitive forces take hold in the marketplace.

As the United States has evolved from a primarily manufacturing driven economy to an economy increasingly driven
by service-oriented industries, management must recognize that its most irreplaceable assets are employees.
Managing human resources is more important than ever.

Companies lacking a proprietary product, or "me-too" companies, are subject to attach from every direction.
Examples of these companies are retail businesses and non-licensed service sector businesses. They face low entry
barriers both with respect to capital and expertise and a multitude of competitors.

Many entrepreneurial companies and start-ups are single-product and single-customer companies. In order to
succeed, these companies usually must develop new products or diversify to compete and satisfy customers. Few
are able to maintain their start-up success, but instead struggle to compete with existing competition and new
market entrants. Reaching maturity takes years during which the company is vulnerable.

Rapidly growing companies are often driven by entrepreneurial zeal and by an overwhelming emphasis on sales
growth. Often, inadequate attention is given to the effects of growth on the balance sheet. With huge sales increases
and significant investments into R&D, these companies suddenly find themselves in a situation where the balance
sheet simply cannot support the growth.

Highly leveraged companies have so many factors that must converge to be successful that they are often most
susceptible to the external uncontrollable causes of business failure, such as interest rate fluctuations or an increase
in raw material costs.

Closely held businesses and family owned businesses, by their nature, select leadership based not upon managerial
talent but by virtue of family or close personal relationships with the shareholders. More than in other businesses,
owner/managers link their personal psyche to that of their business. To the owner/managers, business failure is
often perceived as a personal failure. Owner/managers often believe that they are irreplaceable or are afraid to
admit that they are not. They want to maintain control, and consequently, they fail to either develop a management
team or a plan for transition of management. These owner/managers are reluctant to acknowledge the early
warning signs of failure and are also apt to ignore them.

Perhaps declining industries face the most difficult task of all. Declining industries are those in which total industry-
wide unit shipments are declining. Maintaining market share involves shrinking. Maintaining volume involves
increasing market share (i.e., taking business from competitors). Management which refuses to admit that the
industry is declining or bets its future on the industry recovering in the most prone to failure.

Approximately 70% of entrepreneurs and start-ups fail within two years. Entrepreneurs do not necessarily come
from managerial backgrounds. They have visions of what the future will look like before the rest of us know to
invent the better mouse trap. Their modus operandi is to capitalize on their head start as a way to convert their
vision to a profitable reality. The same skills that keep an entrepreneur focused on an idea, regardless of obstacles,
can make him oblivious to the competition on his heels or to new changes in the market. Ultimately, the market does
catch up forcing the entrepreneur to compete in a mature industry rather than in an emerging industry. As
entrepreneurs survive the transition to professional management and new technologies gain a stronghold on the
economy, emerging industries are born.

Hiring a Project Turnaround Specialist

Before seeking a project (or even business) turnaround specialist, a project's sponsor (business) should attempt to
understand its desires and needs and it should be willing to face the reality of very difficult issues. With statistics
generally pointing to mismanagement at the root of most crises, the business (or project) should be aware that the
turnaround specialist will perform a quick study of management capability. Management must be committed to
participate in the recovery, agree that the turnaround specialist is the catalyst to the recovery, and undertake to
learn as much as possible so that it can better manage the business (or project) at the conclusion of the turnaround
engagement.

Thus, before calling a project (or business) turnaround specialist, management should ask itself some
hard questions:

  • Can a turnaround be realistically achieved?
  • Is management (project sponsors) aware that a true turnaround can take months or even years to
    accomplish?
  • What can be reasonable and realistically expected from the turnaround specialist?
  • Have project (or business) issues been isolated from personal issues? Or, is the primary goal of hiring the
    turnaround specialist to protect the owner from personal guarantees and preserve personally owned assets?
  • Is management (project sponsors) willing to admit that the project (or business) problems are, in all
    likelihood, the result of mismanagement?
  • Is management willing to become, if necessary, the student rather that the teacher or the follower rather than
    the leader?
  • If asked to give up the controls of the project (or business), is management (project sponsors and project
    management) willing to do so?
  • Is management willing to face its own shortcomings and to face facts that may reflect on its ability?
  • Since the turnaround specialist is often a temporary fix, is management willing to change?
  • Can management learn to function in a highly controlled environment, subject to being monitored by
    outsiders?
  • Is management willing to accept the business' failure since some are simply unavoidable and not savable?
  • Is management willing to agree to a turnaround specialist's engagement if the only realistic expectation is to
    maximize liquidation value even if the ultimate result in the failure of the project or business?
  • Is management willing to sell control and become both a minority shareholder and an employee of a new
    board of directors if necessary to attract the capital to preserve the company?
  • Is management, in the case of smaller businesses particularly, willing to face the stigma of bankruptcy?

How to Select a Turnaround Specialist

Owners should be cautious and deliberate in selecting a turnaround specialist. Retaining a turnaround specialist has
been analogized to having a heart transplant, an experience few would undertake without much trepidation. But just
as heart transplants are necessary to save the life of the patient, corporate turnarounds are very often what is
needed to keep a business alive. Project turnarounds may be a key in keeping a corporation alive too. There may
be occasions when a project gone bad will pull down a company in its wake.

Interviews and Background Checks

Owners should do their homework before interviewing any turnaround specialist. Resumes and references should be
required and checked in advance. Owners should not be misled by professional affiliations and should avoid hiring
unneeded skills. Beware of an unemployed CEO or CFO masquerading as a turnaround specialist. Simply having a
background as a CEO does not mean that the candidate will possess the needed skills to be a good turnaround
specialist. Lawyers, accountants, bankers, and financial advisors should be consulted for their opinions and advice.

Several specialists should be interviewed. Despite their hopes, owners should neither expect miracles nor be misled
by unrealistic promises or guarantees of success. What the turnaround specialist offers should be weighed against
what is realistically achievable.

Be introspective, as the questions above suggest. But when the turnaround specialist arrives, answer his/her
questions, help him/her find his/her answers, and above all, listen. Do not forget that owners and management must
work together as a partner with the turnaround specialist. Existing management is a key resource for the turnaround
specialist and should adopt an attitude that it wants to learn as much as possible so that it will have the skills
necessary to run the business when the turnaround specialist's engagement has been completed.

Time Commitment of the Turnaround Team

Ask the turnaround specialist about his/her work schedule. Meet the entire turnaround team, particularly those who
will be on the company premises. Obtain commitments regarding the turnaround specialist's personal involvement.
Understand what functions he/she will perform and what will be delegated to his/her staff. Ask about the interplay
between the company's management, the company's staff, and the turnaround team.

Select an Individual

The personal chemistry between the turnaround team and management is critical to the success of the recovery.
Thus, select a person, not a firm or a reputation. A turnaround is a very personal and highly sensitive operation.
Management should select the specialist it thinks can do the best job, not a firm because it has a good reputation.
The reputation will not turnaround the company or project. An individual might.

Credibility

Learn about the turnaround specialist's relationship with your lender, other potential lenders, trade creditors, and
alternate suppliers. Make sure the specialist brings credibility. Companies in trouble often need access to product
and to funds. One of the resources the turnaround specialist brings to the engagement is credibility to lenders, and
consequently, enhanced access to credit. A troubled business often needs more money than its existing lender will
supply, and therefore, management assumes a successful turnaround will involve a new lender. This logic, however,
often ignores the relationship between the company's operating problems and its lender. It is unreasonable to
anticipate that a new lender will be more lenient. In fact, a new lender will likely extract stricter covenants and
restrictions, charge significantly higher fees because of the risk of going into a troubled situation, and monitor the
loan much more closely. Therefore, the "old" bank may be the company's best source of new money if credibility
can be re-established.

Obtain a Written Proposal

Always obtain a written proposal from the turnaround specialist. That proposal should address the turnaround
specialist's initial findings, expectations from you and your staff, professional fees, anticipated use of the company's
staff, a time line overview, who will be assigned to the engagement, how much time the turnaround specialist
expects to commit to the engagement, whether the turnaround specialist will be on hand to implement the plan, at
what point the turnaround specialist would expect to withdraw from the engagement, the complete fee structure, and
how the turnaround specialist will assist in whatever management changes are necessary. Finally, insist upon and
enter a written engagement agreement prior to engagement.

Regular Written Reports

Ask for regular written reports from the turnaround specialist. Those reports should be concise and timely. They will
force the turnaround specialist to organize his thoughts, get to the essence of what has happened in the reporting
period, not require a significant amount of time, and make it clear that he works for the company.

Involvement in Company's Operations

Expect the turnaround specialist to involve the company's staff in the daily operations of the business (or project).
Seek from the company's staff an evaluation of the performance of the turnaround specialist. Although the initial
engagement of a turnaround specialist can be unsettling, management and staff should be made to understand that
their jobs are linked to the turnaround effort. Share those evaluations with the turnaround specialist.

Confidentiality and Accessibility

Most importantly, demand and expect both confidentiality and accessibility to the turnaround specialist. Though the
turnaround specialist may be brutally honest with the client, he must present the client in the best light possible to
others. Given precarious circumstances, the company must have as much access as it needs to its turnaround
specialist.

How the Turnaround Specialist Operates

The turnaround specialist offers a new set of eyes, skills and understanding of troubled situations to independently
evaluate the project (or company's) circumstances. The turnaround specialist very quickly must face a series of
questions that existing management may never have asked:

  • What is the purpose of this project (or business)?
  • Should it be saved?
  • If so, why?
  • Are those reasons valid?

The turnaround specialist must gather information, evaluate it for accuracy, and analyze it quickly so that those
initial questions can be addressed openly and honestly. That process generally focuses upon the following issues:

  • Is the project (business) viable?
  • Is there a core project (or business) which can be saved and be the source for the emerging business?
  • Are there sufficient sources of cash to fuel the project (or company) through recovery?
  • Is existing project management (or corporate management for business) capable of leading the project
    (business)?
  • The turnaround specialist should discuss those questions openly with his/her client, and if it is determined that
    the answer to an of the above questions is "No," the parameters of the engagement should be reexamined.
    Should a specialist still be engaged? What kind of plan is needed to otherwise minimize the losses and to
    maximize the value of the project (or business) for the benefit of his/her client.

The process of recovery undertaken by the turnaround specialist involves several stages:

  1. Fact-finding. The turnaround specialist (TS) must learn as much as possible as quickly as possible so that he
    can assess the present circumstances of the project (or company).
  2. Analysis of the facts. The TS should prepare an assessment of the current state of the company.
  3. Preparation of a business plan outlining and suggesting possible courses of action. Depending upon the
    engagement and who his client is, the TS will seek the input of his client to determine which of alternative
    courses of action should be undertaken.
  4. Implementation of the business plan. Once the course of action has been chosen, the TS should be involved
    in putting the plan into place whether as an interim manager or as a consultant to management. This is the
    time a specialist begins to build the team of players both inside the company and from outside sources.
  5. Monitor the business plan. The TS should keep vigil over the plan, analyzing variances to determine their
    causes and the validity of the underlying assumptions.
  6. Stabilization and transition. Assuming that liquidation is not the cornerstone of the business plan, the TS
    should remain involved in the engagement until the business has achieved stabilization and to assist the
    business in a transition of management if necessary.

Turnaround specialists immediately focus on cash flow since it is often a cash shortage that causes troubled
companies to seek help. The turnaround specialist's first goal is to stabilize the cash flow, to stop the hemorrhage.
The TS usually performs a quick analysis of the company's sales and profit centers and of its asset utilization.

In many cases, these factors indicate that the project (or business) may have lost focus of its core. To remedy the
cash shortage, turnaround specialists generally analyze which assets are available to generate a quick infusion of
cash and which operations could be terminated thereby stopping the cash outflow. These are difficult decisions since
they intrinsically involve "downsizing" the company and eliminating some jobs. On the other hand, it has the effect of
saving the good parts of the company and many jobs.

After a turnaround specialist has been engaged and a business plan (and/or project execution plan) has been
designed, the turnaround specialist plays many roles. Since many troubled projects (and companies) often lose
much of their credibility with lenders, trade suppliers, employees, customers, shareholders, and even the local
community at large, retaining a turnaround specialist is often the first sign to outsiders that the company is taking
positive steps toward both recovery and rebuilding damaged relationships. The turnaround specialist usually serves
as a liaison or intermediary with these outside constituencies to calm troubled waters and to present bad news as a
preamble to a plan for recovery.

Because management's credibility is often strained, the turnaround specialist actively assists in the preparation of a
viable business plan and advocates its approval and adoption by the various constituency groups whose cooperation
is necessary for implementation. The turnaround specialist is experienced in negotiating both with lenders and with
trade suppliers in the midst of a crisis. The turnaround manager brings his/her personal integrity, his/her own
credibility, and his/her track record to the table in contrast to that offered by existing management which finds itself
in a downturn.

The turnaround specialist often directs communication for the troubled project (or company) with outsiders and with
the employees of the company. The job of the turnaround specialist is objectively to determine what is in the best
interests of the project (or business), regardless of any other agendas. The turnaround specialist must take into
account the objectives of the assignment and approach difficult decisions without the weight of historical expectations
on his/her back.

The effective turnaround specialist is a teacher and knows that it is critical to success that a capable management
team with acute awareness of its goals must be left behind. If management is deficient, the turnaround specialist has
the very delicate task of communicating that message, identifying the appropriate role for existing mangers, and
facilitating a transition.

Special skills the turnaround specialist may also bring to the engagement include knowledge of sources of de novo
financing or familiarity of trade relationships necessary to assure the flow of product the company needs to fuel its
recovery.

Project (Business) Ownership's Resistance to Turnaround Specialist (and Change)

Given the difficult questions that a troubled project (or business) must face, there is often some tension between
project sponsors (owners and contractors), management and employees of the project and businesses, and the
project turnaround specialist. One of the main problems is that projects (or businesses) in trouble will often postpone
action because their own sponsors no longer can tolerate jarring change and an uncomfortable transition to
something new. Despite statistics indicating otherwise, sponsors (owner and/or contractors) and management may
generally believe that its particular situation fits within those minority of cases in which the decline is attributable to
uncontrollable external factors.

A variety of misconceptions and myths abound which make businesses leery about hiring a turnaround specialist.

  • The turnaround specialist has "no heart." He/she does not care about the employees, the long time suppliers,
    or the bank with who the company has been doing business for many years. He is cutting employees and
    telling creditors that they are not going to be paid. Do not forget that the turnaround specialist is goal oriented
    and recognizes that his job is to make hard decisions. The turnaround specialist is an experienced negotiator
    with creditors to whom he tells the truth, be it good or bad and relies upon his credibility to build the
    consensus necessary to build for the future.
  • The turnaround specialist does not understand the company's corporate culture. This is a legitimate
    observation, but it does  not follow that without history on his side, the turnaround specialist is not capable of
    bringing order out of chaos and adding value to the client. One of the most appealing aspects of a turnaround
    specialist is that he/she brings a new set of eyes to a situation as well as experience and knowledge of
    managing businesses through the turnaround process.
  • The turnaround specialist does not know the client's particular business or industry. The skill the turnaround
    specialist brings to the table is his management ability; his ability to marshal resources and maximize the
    value from those diverse resources. If the business requires special expertise, the turnaround specialist
    should assist in attracting that expertise. Most importantly, these issues should be discussed prior to the
    engagement.
  • The company's employees have no loyalty to the turnaround specialist.  Just remember that management,
    labor, and the turnaround specialist have a responsibility to the organization to work together for the common
    good, and an power struggles will ultimately hurt the company and the turnaround effort.
  • The turnaround specialist has a private agenda. For example, the turnaround specialist is ultimately interested
    in purchasing the business, is using the business as a springboard into other ventures, or is there to maximize
    the value to his referral source without regard to the other stakeholders. These issue with particular emphasis
    on independence should be addressed pre-engagement and potential conflicts should be addressed in the
    engagement agreement.
  • The turnaround specialist will not have to live with his recommendations for change and probably will not
    even live in the community beyond the period of the engagement. As a result, the turnaround specialist is not
    accountable to anyone. In reality, however, the turnaround specialist is motivated to perform the best if the
    troubled company is used for purposes of future references or if the company reports the results of the
    engagement to the referral source. The turnaround specialist's credibility and recommendations are the basis
    upon which lenders and trade suppliers will ultimately rely in deciding whether to offer support.
  • The turnaround specialist is going to steal the client's ideas or techniques. If the company has proprietary
    property, it should legally protect itself. Otherwise, the engagement agreement should cover points of privacy
    or proprietary content which the turnaround specialist must leave behind or be restricted through contract
    provisions similar to non-disclosure and non-compete agreements.

Remember to Be Cautious

Because the number of successful corporate (and project) turnarounds has been steadily increasing during the past
few years, the increased visibility of the industry has attracted operators masquerading as qualified turnaround
specialists. The expression "READY, SHOOT, AIM!" (that's no misprint; the words are correct) rings all too familiar.
TMA (the Turnaround Management Association) cautions businesses seeking management assistance to carefully
consider each turnaround candidate.

Beware of the turnaround specialist who refuses to supply references.

  • Like any professional, the competent turnaround specialist will not guarantee results whether it be a recovery,
    new funds, a renegotiated loan, an equity investor or buyer, or any other guaranteed result. A guarantee of
    any result, other than a best effort, is a signal to keep interviewing.
  • If the turnaround specialist makes an effort to impress the company with his particularly close relationship
    with banks, trade suppliers, investors, or any particular resource the business may need, investigate that
    particular relationship further.
  • A turnaround specialist who tries to impress the company with a "look how much our firm has grown" sales
    approach is equating quantity with quality.
  • The issue of the turnaround specialist taking equity is a double-edged sword.
  • Investigate the turnaround specialist's actual experience.
  • When discussing fees, provide specifically for what expenses are to be reimbursed and the level of
    reimbursement generally expected.

Engagement Agreements

Always insist upon a written engagement agreement to outline the terms of the engagement. Provisions that should
at least be considered include:

The purpose of the engagement.

  • The general responsibilities of the turnaround team, the company's management, and the company's staff.
  • How much of the turnaround specialist's professional time will be devoted to the company. (Understand what
    other commitments the turnaround specialist must deal with simultaneously.
  • How the turnaround specialist will utilize the company's staff.
  • Whether the turnaround specialist intends to retain his own core of professional support for the business, such
    as, attorneys, accounting firms, and investment bankers or whether he is able or intends to use those
    previously retained by the company.
  • The terms of any equity opportunities for the turnaround specialist: whether the specialist can earn an "equity
    kicker and how;" whether the specialist is to be permitted to become an equity participant as part of his
    compensation or as a fee for attracting equity funds; whether the specialist is entitled to any finder's fee for
    securing de novo financing. The entire question of the turnaround specialist and equity is one of the more
    troublesome in this growing profession. Therefore, it is critical that all parties understand the rules up front.
  • The anticipated term of the engagement. If the engagement is not for a specified period of time, a definition
    of the engagement conclusion is helpful.
  • The fee arrangement, terms of any performance bonuses, and a payment schedule.
  • A fee for acting as a broker in selling the business.
  • The project "deliverables": what the turnaround specialist is expected to deliver, even it if is only a best
    effort. A schedule of anticipated benchmarks which both parties may measure progress and satisfaction with
    the other is often helpful.
  • A regular reporting mechanism to assure communication between the parties.
  • What the turnaround specialist's follow-up responsibilities, if any, are after the engagement is concluded.
  • Termination provisions, including notification periods, for both parties.

Turnaround Financing for Financially Distressed Projects (and Companies)

While most owners of distressed businesses (or projects) believe that access to more money would solve their
company's (project's) financial problems, turnaround specialists recognize that the shortage of capital is often only a
symptom, rather than the primary problem facing the distressed company (or project). Although sufficient and
available financial resources are necessary to implement turnaround plans, a successful turnaround must first attack
and solve the business (or project) problems which produce the cash crisis.

Financing is an integral part of a troubled company's plan of reorganization. An effective financing plan will stabilize
the company's cash position during the crisis, provide the necessary capital base to allow the company (or project)
to return to profitability, and restructure the balance sheet (or project pro forma) so that it can support the company
(or project) into the future.

Financing strategies differ from situation to situation according to the liquidity and viability of the distressed business
(or project). Initially, turnaround specialists attempt to maximize the liquidity to provide sufficient time to evaluate
the viability of the business (or project). In addition, the turnaround specialist is likely to implement cost reduction
plans and attempt to renegotiate the terms and covenants of existing financial arrangements to a level the company
can live with during the recovery period.

When necessary, the turnaround financing plan can involve a recapitalization, or a restructuring of the right side of
the company's balance sheet (or the project financial pro forma). This involves changing the relationship between
the existing financial stakeholders through a combination of debt and equity conversions, exchange offers, stock
rights offerings, and the addition of new financial stakeholders. Obviously, the more sever a company's situation is,
the more difficult ti is to work out an arrangement with existing trade creditors, lenders, and equity holders, and the
harder it is to attract new stakeholders.

Turnaround financing specialists provide financially distressed companies a number of financial resources and
expertise to draw upon. Capital resources and the range of services differ widely among lenders, equity investors,
and purchasers of securities and claims of distressed companies.

Historically, asset based lenders have been the primary source of loans to distressed businesses. These loans are
often made at premium rates while the lender requires an enhanced security position. More recently, with the
increasing number of Chapter 11 bankruptcies, debtor-in-possession lending departments have emerged in many
large commercial banks and investment banks. Debtor-in-possession loans are made to a company after it files for
bankruptcy protection. To encourage these lenders to undertake the risks, the law provides a super priority status
for repayment of their loans.

Actually, because of this super-priority status, some companies must file a bankruptcy case to provide the lender
with the level of security is seeks. Ironically, many lenders prefer the control aspect of the bankruptcy process.
Without the court's protection and supervision, in a non-bankruptcy environment, these same lenders may well lend
to a distressed company but with restrictive covenants and fees that may seem burdensome. In addition, taking into
account the higher fees and rates, coupled with other restrictions to be anticipated in a distressed situation,
management flexibility is limited and higher interest rates often slow the recovery. Therefore, the turnarounds
financing plan is only effective if viewed on a long-term basis and if it ultimately helps the company achieve
recovery.

When a distressed is unable to find a suitable lender, management should consider turnaround equity investors who
will infuse equity capital into the business. As one would anticipate, equity funds are also an expensive alternative.
Equity investors typically require a controlling interest in the company in exchange for their capital and in
consideration of the abnormal risk. Equity investors often specialize in particular industries, company sizes,
investment minimums and maximums, and anticipate varying management roles. Since investors bring different
capabilities to the table, management should determine whether the company would best be served by financial or
strategic assistance.

Financial investors often have turnaround management and bankruptcy experience and are able to assist
management through the complexities of the reorganization process. Investments are typically made at a significant
discount compared to the business's underlying asset value. While most financial investors remain involved only at
the board of directors level, they occasionally fill top management positions if necessary to protect their investment.

While some financial equity investors have funds committed and immediately available, most act as financial
intermediaries receiving an equity position in the company as their compensation upon completion of the investment.
These investors act as "gate keeper" between the financially distressed company and the alternative sources of
financing. While many financial intermediaries are skilled financial advisors and have a wide network, management
should be aware of possible conflicts of interest between the advice they receive from the financial intermediary and
his compensation arrangement. Full disclosure should be sought to assure that the primary motivation for putting the
deal together is not the fee involved.

Alternatively, strategic equity investors are identified by their specific industry or geographic requirements and
generally provide specialized experience and knowledge with their investment. These investors often acquire
financially distressed companies to consolidate with their existing companies and typically become involved in the
management of the acquired business at a senior operating level. Since the passage of time usually works against a
financially distressed company, the strategic investor may provide the company with a more timely, or occasionally,
the only solution.

Regardless of the type of equity investor, the financially distressed company will often benefit from the increased
negotiating leverage with its constituencies that a credible new investor brings to the turnaround. Once new equity
funds are infused into the business, the company's existing lender may be more willing to modify the loan
agreement if they feel that their loan is protected from further impairment. Trade creditors may agree to credit
terms more favorable to the troubled business if they believe that future payments have become more certain and if
no trade creditors are being preferred over others. A local government may be more willing to provide tax
concessions and financing if it believes jobs will be saved so that the business can continue to contribute positively to
the local economy. Of equal importance, employees may be more willing to consent to concessions if they believe
that the company's survival is at stake, that their jobs are in jeopardy, and that they are an integral part of the
recovery process.

Purchasers of securities and claims of financially distressed companies do not infuse capital directly into the
business. However, management should be aware that these investors can have a tremendous impact on the
company's turnaround efforts through their purchase of securities and claims from the company's existing financial
stakeholders. Investments are typically made in company's debt, since in a bankruptcy, debtholders have a higher
priority status that equity holders and are able to influence management's reorganization efforts through
participation on the creditors' committee. In some cases, these investors will infuse equity capital into the business
as part of the plan of reorganization to increase the returns on their investments.

This growing number of investors look for opportunities to purchase securities and claims at significant discounts
from financial stakeholders who prefer immediate liquidity rather than the uncertainty of recouping their investment
over the long term. They believe that their investments will yield considerable returns upon the successful
reorganization of the financially distressed business.

It should be mentioned that the entire area of bankruptcy investing known as "trading claims" is perhaps the most
significant bankruptcy legislative issue today. There is concern among a growing number of bankruptcy judges and
professionals about investors who are not creditors of a distressed company suddenly gaining control or significant
influence over the bankruptcy proceeding by virtue of their investment. These investors purchase the bankruptcy
claims of the debtor's creditors. Those creditors, often trade suppliers, did not enter the bankruptcy proceeding
voluntarily, need the cash that their sales to the debtor was intended to supply for their business operations, and are
not equipped to handle the legal hardships of the bankruptcy process. The investors provide immediate liquidity to
the debtor's creditors who simply want to resume their normal business activities.  These newly-minted creditors
have generally never provided and are unlikely to ever supply goods or credit to the bankrupt company. Instead,
these investors have identified the claims of bankrupt companies as an investment opportunity in which their goal is
to achieve a profit from the ultimate liquidation of their position. Consequently, the focus of these creditor/investors
is not upon a successful reorganization of the company's operations, but upon maximizing the value of their
investment. This approach to reorganization can undermine the fundamental policy considerations behind Chapter 11.

Experienced turnaround specialists also have networks to assist their clients to find the funds necessary to fuel the
recovery.

A Final Word of Advice...Do Not Expect Miracles Overnight

The turnaround itself can take months and/or years of hard work to achieve, and the turnaround specialist can only
be a catalyst to the change. Difficult decisions must be made by owners to enable this process to take place.

Ultimately, the success or failure of a turnaround rests upon the shoulders of a business' most valuable assets, albeit
not shown on any balance sheet: its turnaround leadership, its owners and lenders, its management and its
employees all dedicated to turning around the company. It is upon their effort, performance, credibility, and
commitment that the turnaround specialists, lenders and creditors, and the marketplace, ultimately rely.
Disclaimer: This is Paul Allen's personal business library. Articles and papers contained therein are for his use and reference.
While this information is being made public by being published on the internet, any use of any material or guidance contained
herein is at one's own risk. Neither the author Paul Allen nor Project Executive Group have any responsibility if anything is taken
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