Ohio TMA News May 2009 In This Issue (click titles...) Critical Steps to Determine Viability of a Business President’s Report A Note from this Month’s Featured Sponsor Chapter Scholarship Volume 1, Number 5 Critical Steps to Determine Viability of a Business: Introducing the ‘Bernie Business’ By Robert L. Cohen, Centrus Group, Inc. The critical steps to determine viability of a business are no different in a challenging economic environment than in a prosperous one. First, is there a core business? Second, is there a management team in place that can effectuate a profitable or turnaround plan? And third, does the company have access to financial resources that will sustain its progress through the growth or turnaround plan? If any of these questions meets with a resounding “no,” it is unlikely the business is viable. Deadline Extended What is a ‘Bernie Business?’ Golf Outing! A comedy motion picture was released in 1989 called Weekend at Bernie’s. It is a movie about two young insurance executives who discover their boss is deceased. Believing they are responsible for his death, and that a hit man won’t kill them if Bernie is around, they attempt to convince people Bernie is still alive. Young Professionals Event Coming Events May 28- Amity Shlaes, a syndicated columnist at Bloomberg, will discuss her book about lessons learned from the Great Depression See Page 2 for details and the complete 2009 meeting schedule. For event signup, see our Chapter Website. About TMA TMA is the premier national organization of professionals dedicated to corporate renewal and turnaround management. A ‘Bernie Business’ is much like the movie; the company has no core business, has ineffective management and lacks the financial ability to responsibly perpetuate the business. Even so, owners or management continue to operate the business for fear of losing their company or losing their jobs and the jobs of friends employed by the company. A ‘Bernie Business’ is a company that is no longer viable, yet owners and management continue to operate for fear of the alternative repercussions. Continues…(Feature Article, p. 4) President’s Report by Nancy Terrill Dear Ohio TMA members and friends: Many thanks to Elizabeth Lynch, Ohio TMA board member and Vice President of Development Specialists, Inc. (DSI) for putting together the April breakfast program. Titled Auto Dealers in Today’s market: where the rubber (leaves the lot) and meets the road, the program started with Paul Melville, a Partner in the Corporate Advisory and Restructuring Services practice at Grant Thornton LLP who provided some sobering financial and economic background on the industry. Other panelists included Scott Opincar, Insolvency partner at McDonald Hopkins LLP who represents creditors, and Rick D. Sonkin, Corporate partner with Sonkin & Koberna LLP who represents numerous automotive dealerships. These panelists discussed issues that come up during negotiations with clients in this industry, including practical issues such as agreement regarding on-site collateral minders and the blue-sky value of the dealership. Continues... (page 3) A Note from this Month’s Featured Sponsor The Centrus Group has been recognized as one of the premier turnaround practices in northern Ohio. Centrus assists companies to develop and implement a variety of creative yet strategic actions that will result in a sustainable, profitable and growing company. To accomplish that, Centrus provides expert management and strategic services in the areas of turnarounds, crisis intervention, wind-down management, financial/debt restructuring, executive recruiting and divestitures. Visit Centrus’ website at http://www.centrusgroup.com/ or contact the firm at 330-864-5800. Northern Ohio TMA News page 1 Ohio TMA Corporate Sponsors Aurora Management Partners 2009 Meeting Schedule May 28 – GUEST AUTHOR: More Than Predictable: What We Really Know About the Great Depression Causes and Why We Seem to be Recreating Them. Amity Shlaes is a senior fellow in economic history at the Council on Foreign Relations and a syndicated columnist at Bloomberg. She has written for The Financial Times and The Wall Street Journal, where she was an editorial board member, as well as for the New Yorker, Fortune, National Review, The New Republic, and Foreign Affairs. Calfee Halter & Griswold LLP Her latest book, The Forgotten Man: A New History of the Great Depression, has been widely praised by prominent figures such as George F. Will, Harold Evans, Newt Gingrich, Arthur Levitt, Mark Helprin, Peggy Noonan, Paul Volcker, and in publications such as The New York Times, The Wall Street Journal, The American Spectator, The Weekly Standard, and The National Review. Amity Shlaes, an established leading historian of 20th Century finance, presents an analysis of the Great Depression which identifies the economic consequences from government intervention with clear implications for our economy today. Centrus Group, Inc. For more information, contact Louise Walsh, Chapter Administrator, at 216 861-5627 or admin@tmaohio.org Baker & Hostetler LLP June 17 – Summer Outing / 5:30 – 8:00 pm (Shoreby Club) First Business Capital Corporation July 20 – Golf Outing (Mayfield Country Club) August 27 – Young Professionals Event / 5:30 – 7:30 (D’Vine Wine Bar) Huron Consulting Group Inglewood Associates September 24 – Bankruptcy Judge’s Panel October 29 –TMA - NEON/IWIRC joint meeting / Topic TBD November 19 – Annual Workshop December 17 – Holiday Party McDonald Hopkins LLC Morris-Anderson & Associates NOTE: Exact locations and times for each event will be announced well in advance of each meeting. While it is anticipated that this schedule will be held throughout 2009, material events or other unforeseeable events could result in changes. For the most current information about meetings and events, and to sign up, visit the TMA Ohio website. The Parkland Group Wells Fargo Business Credit, Inc. Western Reserve Partners Northern Ohio TMA News page 2 Northern Ohio TMA News page 3 Ohio TMA Board Members President’s report (continued) President Nancy Terrill (216-858-3577) nancy.terrill@gt.com Vice President John Lane (216-839-6700) jlane@ingw.com Secretary Mark Kozel (216-621-1985) mdkozel@parkland.com Treasurer Mark Kutylowski (216-248-8787) mkutylowski@ssandg.com Publicity Daniel DeMarco (216-274-2432) dademarco@hahnlaw.com Membership Scott Opincar (216-348-5400) sopincar@mcdonaldhopkins.com Education Robert Folland (216-566-5813) rob.folland@thompsonhine.com In our effort to bring the highest quality programming to the community, the Ohio TMA May program will feature Amity Shlaes as a guest author. Ms. Shlaes is an accomplished senior fellow in economic history at the Council on Foreign Relations and a syndicated columnist at Bloomberg. She has written for the Financial Times and the Wall Street Journal where she was an editorial board member. She has also written articles for the New Yorker, Fortune, National Review, the New Republic and Foreign Affairs. Her latest book The Forgotten Man: A New History of the Great Depression focuses on an analysis of the Great Depression that identifies the economic consequences from government intervention, with clear implications for our economy today. This program may answer the underlying question of how long this recession will last, with obvious impact on our respective practices and the opportunities for turnaround for our clients. Summer brings pure networking events including an evening stroll next to scenic Lake Erie at the Shoreby Club in June, and the annual golf outing at Mayfield Country Club in July. For young professionals we are sponsoring a free networking event in late August. Corporate event sponsorships remain available for the Amity Shlaes program and the summer networking events. If interested, please contact Gregory Pike, our board member in charge of sponsorships (216-338-3744). We look forward to your involvement in the Ohio TMA this year. If you want to join or have any questions or comments about Ohio TMA, please feel free to contact me at 440-477-4781 or Nancy.Terrill@GT.com. Or of course, visit our website. Nancy Terrill, president of Ohio TMA Sponsorship Gregory Pike (216-338-3744) gpike@corsairpartners.com Chapter Scholarship Application Deadline Extended Scholarship The Ohio Chapter of the Turnaround Management Association is currently accepting applications and will award up to two scholarships for the 2009-2010 academic year, each for $2,500. The application deadline has been extended to May 31. Eligibility and selection criteria are: Sally Barton (216-689-0590) sally_c_barton@keybank.com Pro Bono David Wehrle (330-255-2484) dwehrle@bmfadvisors.com Eligibility and selection criteria Special Events The scholarship is open to any student who meets all of the following criteria: Kelly Burgan (216-861-7395) Programming Child, stepchild, grandchild or spouse of any current member of the Ohio TMA Chapter. Studying in a law or business-related degree program. bjfarkas@vorys.com Will be a junior, senior or post graduate level student during the 2009-2010 academic year. kburgan@bakerlaw.com Bryan Farkas (216-479-6156) Neil Kelly, (216-222-3956) neil.kelly@nationalcity.com Selection will be based on: Liz Lynch (614-734-2717) Grade-point average. elynch@dsi.biz Evaluation of required essay (See Scholarship Application). Sharon Rader (216-222-3009 Extra-curricular activities. Interview (optional at Committee discretion). sharon.rader@nationalcity.com Past President Joseph Hutchison (216-861-7701) jhutchinson@bakerlaw.com The application form is available on our website. Administration Louise Walsh (216-861-5627) admin@tmaohio.org To subscribe, visit TMA Encourage your eligible family members to apply soon. on the Web Northern Ohio TMA News page 4 Third Annual Young Professionals Social Event Mark your calendars! When: Thursday, August 27, 2009, 5:30 – 7:30 Where: D’Vine Wine Bar, 836 W. St. Clair Ave. (Cleveland Warehouse District) Stay tuned for more information, including the wine theme, to be determined! Feature article (continued) Is There A Core Business? A company has a core business when there is demand for its product or service at volume and pricing levels that can reasonably provide a favorable return to the company’s owners. While that return is customarily measured financially in either improved equitable value or profit, it may also be measured in the ability to provide jobs or support some objective other than financial performance. Other considerations would include the ability to sustain a multi-generation family enterprise for its namesake, or to provide a supporting product or service to a sister division where the profit is ultimately realized. A key activity to determine whether a company has a core business is to establish definable, measurable objectives against which company performance can be compared monthly or annually. There are two traditional measures to determine if there is a core business. First is the ability to price product competitively, yet profitably. Second is the ability to capture adequate market share to support the plan’s volume objectives, achieve sustainability during challenging times, and sustain profitable growth during more favorable economic conditions. To determine if there is a core business at a ‘Bernie Business,’ it is critical to realize the only difference between a business and a hobby is that the former has a profit motive. Owners and managers of a ‘Bernie Business’ have essentially transformed an enterprise into a hobby. A viable company will have a clearly identifiable core business. Is there an effective management team? An effective management team is one that is best equipped to address the environment in which the company is engaged. Management of a rapidly growing company should have prior success managing organizations with equivalent or greater growth. Management of a company in its infancy should include managers with significant entrepreneurial skills including full profit and loss responsibility. The management team of a company in crisis needs to implement a turnaround strategy, and therefore should include a manager who has successfully completed the turnaround of a comparably sized company. Many good managers are available, but not all good managers bring successful experiences that are appropriate to the situation a company faces. Northern Ohio TMA News page 5 Continues... (page 5) Feature article (continued) The final dimension of management effectiveness is style, or approach, to complement appropriate skill and experience. Effective managers can be placed into two groups: Marines and Policemen. The ‘Marine’ manager is strong at making changes to the status quo and overcoming obstacles. The ‘Policeman’ manager is most effective at implementing an established plan and maintaining actions to remain on the plan. Sometimes you have to place the Marines on hold, and sometimes you must place the Policemen on hold. In the appropriate scenario, each can be most effective. A ‘Bernie Business’ has Policemen when they need Marines, Marines when they need Policemen, or no effective management whatsoever. Having a good management team is not adequate. A viable business must have a good, effective and appropriate management team capable of accomplishing change if change is necessary, or skillfully implementing an existing plan when appropriate. Viability of the company depends on the demonstrated ability of the management team to implement appropriate strategies at the appropriate time. Are there adequate financial resources? Inadequate financial resources can place considerable pressure on a company’s viability, whether in growth mode or a turnaround scenario. A solid core business and an effective management team provide the company with a plan and the opportunity to succeed; however, without resources to fund the business through growth or through a recovery, there will not be a viable enterprise. During periods of rapid growth, cash flow is critical to funding the working capital requirements of a business plan whose objectives include profitable, sustainable growth. During depressed times, when the objective is to survive, the company must have adequate working capital and cash resources to be able to emerge into a more active economic environment. Without the ability to fund working capital requirements, neither a growing business nor one trying to survive an economically depressed period will be considered viable. You know that you have a ‘Bernie Business’ when your plan calls for the continual deterioration of cash and cash collateral with no end of such deterioration in sight. In conclusion, companies with the greatest viability potential are those that can clearly demonstrate a core business, have an appropriate and effective management team in place, and have resources to ensure working capital is available to implement the company plan. On the other hand, a company whose product or service lacks a market, has an inappropriate or inexperienced management team, or inadequate financial resources to implement the company plan, is not a viable business and has become a ‘Bernie Business.’ Bob Cohen is the President of The Centrus Group, Inc., a Northeast Ohio based crisis management/turnaround firm that focuses on maximizing the values of businesses, serving its clients for the past 15 years. Bob can be reached at bcohen@centrusgroup.com. Northern Ohio TMA News page 6