REORGANIZING BUSINESSES | BY INDUSTRY
Steven R. Fox has been handling reorganization and turnaround matters since 1988. He has a wealth of experience in many industries. Here are a few notable examples.
Mr. Fox has helped reorganize many small to medium sized construction companies ranging. Construction company owners like to build things, but they frequently aren’t good at building fiscally sound companies. However, with solid infrastructure and good counsel, they can make good decisions. A tough issue in this industry: Learn to walk away from proposed contracts that are bad for the bottom line. Mr. Fox has had great success in restructuring and reorganizing construction firms because he understands the business challenges they face.
Mr. Fox has represented a number of defense sub-contractors, working with them to re-set their vendor debt and helping them to become more profitable companies.
After Market Automotive Manufacturing
American Aftermarket Automotive Manufacturers (AAAM) face tough, knock off competition from Asia—the quality of the Asian product often is inferior but the purchasing public does not know the difference. AAAM companies often start in garages and their leaders do not learn how to properly manage what may become a company with $1 million to $25 million in annual gross revenues. AAAM companies are also pounded by the wholesalers (large warehouses which purchase products for direct sale to retail stores.) AAAMs need good legal counsel in a reorganization and more solid business infrastructure to reorganize and prosper. Mr. Fox has helped AAAM companies work to distinguish their products from the knock offs and to stay ahead of Asian competition. He has worked with these companies to install management infrastructure so that the company leaders are less likely to fail and he has assisted them in identifying strategies that result in direct sales to retailers and direct Internet sales.
Mr. Fox has successfully represented commercial property owners in many challenging circumstances. Chapter 11 reorganizations offer opportunities to restructure liens on real estate, often by changing payment terms and reducing the lien amounts. In one recent Chapter 11 filing, Mr. Fox removed over $1.5 million in real estate liens, saved the property owner more than $3 million in payments over time and significantly improved cash flow. In another real property Chapter 11, Mr. Fox used the case as a platform to sue the lender holding the 2nd deed of trust and to invalidate that deed of trust. In yet another of his real property Chapter 11 cases, a vulture fund obtained a loan secured by valuable commercial property (a city block) belong to the client. Over a period of three years, Mr. Fox fought off the vulture fund, enabled the client to keep the property and to obtain new financing which took out the vulture fund.
Mr. Fox has reorganized a number of sign manufacturers and related companies (e.g., sign brokers and wholesalers). These clients manufacture many types of signs from the large signs seen at resorts around the country to signs made for large chains of stores. Cases of this type are often difficult because the company leaders may be committed to maintaining a production plant that is too costly for the work available to the companies. Despite challenges, Mr. Fox has confirmed numerous Chapter 11 plans of reorganization for sign manufacturers.
Business leaders in financial trouble may stray from the straight and narrow and make poor decisions—even morally poor decisions—which dramatically impair or destroy good relations with creditors. This happened in the case of a used car dealership that Mr. Fox represented. The client/dealership had defaulted to the auction company (the prime source of cars for the dealer) and had defaulted in payments to its factor. The factor described these defaults as “embezzlements,” a serious problem indeed. Working with the creditors, and using his own credibility to heal broken relationships, Mr. Fox was able to reestablish a credit relationship with the auction company and restore a working relationship with the factor. This is a good example of how choosing the right attorney for a reorganization can make or break a case—a case where Mr. Fox successfully led the client through the reorganization process and even reached agreement with the factor who agreed to be paid off over a period of years, instead of demanding immediate payment.
In a case involving a 23-store pharmacy chain, Mr. Fox dealt with serious management issues and challenges that arose from management’s style and management not understanding key business issues including how the industry had changed. The business had been run as though there was no serious competition from the large, national pharmacy chains which dominate the retail pharmacy landscape.
Doctors, Attorneys and other Professionals
Mr. Fox has represented many professionals and their professional businesses over the years in Chapter 11 reorganization cases. Professionals have their own unique needs. They are busy people who are really good at what they do, but may not be run their businesses profitably. Chapter 11 reorganizations are a wakeup call for them when necessary. These cases are a good opportunity for these professionals to learn how to run a business or to put a better administrative structure in place.
Advertising – Entertainment
Mr. Fox represented a high end advertising company for the entertainment industry through an ownership dispute and forward to a successful turnaround/ reorganization. The company was reeling from a brutal partnership dispute with one partner’s mother financing the “fight from hell.” The partner running the business partners needed to learn life lessons, overcome greed and immaturity while attempting to save the business. When a business is in crisis, one often has people who are good people, at the worst possible time in their lives, trying to make decisions when they have difficulty making good decisions. That is what happened with this advertising company. The company successfully reorganized with one partner at the helm.
A second example in the same industry was company that had a major problem – the absolute, determined conviction of its owner that he was right … even when he was not. The company was a wonderful place and was highly regarded business. Mr. Fox I guided the company through a chapter 11 case, reorganized it with management and, along the way, worked with the leader to help him learn that he did not have to be right all of the time.
Among the successes in Chapter 11, Mr. Fox has taken retail stores through chapter 11 reorganization. In one instance, he represented a retail store in the 1990s that had to suddenly deal with large box retail competition selling the same products, computer hardware, software and related accouterments, for less money. The client had hired a vaunted “turnaround” authority who, for $25,000, investigated the business and wrote up recommendations in a beautiful notebook—but never taught the company’s personnel how to make the store profitable. Facing disaster, Mr. Fox sat with the business owner and brainstormed for a few hours and together developed 7 guerilla strategies—concepts that the box stores could not compete with—and 3 of them worked. One strategy was to make the store a family friendly place with videos and a play area for young children. Parents stayed in the store longer and bought more products. The second successful strategy was the premium package: the computer system installed in your home and the purchaser received a number of hours of training time to boot. In the mid-1990s that approach had great appeal for older customers and generated profitable business. A third strategy was to employ Spanish speaking employees who, over time, drew in new business from the Hispanic market in the area.
This is a highly competitive industry with a myriad of problems. The companies often lack workers compensation insurance, pay drivers under the table, or employ them as independent contractors. Mr. Fox has addressed problems in this industry for clients by teaching the management of the companies seeking to reorganize to build relationships with its customers and sources of work.
Rock and Gravel Companies
These companies may require a lot of hands on attention by reorganization counsel. The industry has become vertically integrated meaning that a stand along rock and gravel company’s prices will be undercut by its competitors.
There is a thriving world of US based clothing manufacturers who find interesting ways to avoid direct competition with Asian companies (e.g., focus on niche markets). Mr. Fox successfully represented a company in Chapter 11 that did emergency work, e.g., when a jeans brand was an overnight hit and the retailers could not wait six weeks for product to arrive from Asia. This company had to overcome ineffective management and poor bidding difficulties to reorganize. Another Chapter 11 company handled only specialty shirts for certain companies/brands where the orders were not large enough for Asian companies to bid—permitting the client to charge a premium. This company’s debts became too high for the company to handle and creditors did not trust management. Mr. Fox used the Chapter 11 reorganization to successfully re-establish credibility with creditors and allow the company to emerge stronger and smarter.
Recreational Vehicle Manufacturing
Mr. Fox represented an RV manufacturer—a publicly traded company—that was over-extended and suffering from the 2007 economic downturn. Its debts included millions of dollars owed to lenders and to the State of California. By building a supportive relationship with the key lender, Mr. Fox was able to successfully reorganize the financial affairs of the company and further to convince the State of California to term out the payment of its claim over many years.
Serious challenges faced Mr. Fox and his clients in a classic “dinosaur industry.” The businesses are shrinking and competitors are going out of business. Generally management is unwilling at first to make tough decisions, creditors are unhappy and sales are in a downward spiral. Despite these challenges, Mr. Fox has worked with clients to install management infrastructures and to work with creditors including unhappy banks. These steps have resulted in successful reorganization plans.
High End Specialty Graphics – Entertainment Industry
Mr. Fox has represented companies that create special effects for the entertainment industry and for conventions. Extremely bright people who are technical in nature, geeks even, don’t always make the best business managers. Chapter 11 can be used to restructure the debt, re-build the company and teach the people in charge how to operate a company effectively and profitably.
These are tough businesses to reorganize given the uneven cash flows they experience. Mr. Fox represented a company that sold spas and suggested alternative product lines to sell during the colder months when sales historically dropped. This resulted in smoother cash flow and a successful business. In another case reorganization case, Mr. Fox and his client could not come up with a strategy to maintain business in December and January. So as part of their Chapter 11 plan of reorganization, the company provided no plan payments to creditors in those two months and also built a cash reserve to be used for those months going forward.
Over the years, Mr. Fox has represented both creditors and debtors in involuntary bankruptcy filings. When representing debtors, Mr. Fox has successfully obtained orders dismissing the involuntary petitions and has obtained sanctions against the petitioning creditors and their counsel. When representing creditors, Mr. Fox has obtained orders placing resisting debtors into involuntary bankruptcy cases and has obtained orders that the debtor pay his attorneys’ fees though he is representing the creditors.
CREDITOR REPRESENTATION | LITIGATION
Mr. Fox represents creditors in bankruptcy proceedings, in all chapters. He represents lenders, vendors, suppliers, trade creditors, unsecured and secured creditors and persons holding judgments. He has frequently sued debtors seeking to block the discharge of their debts on the ground that they engaged in bad acts against clients and/or that the debtors acted wrongfully in connection with the bankruptcy case (e.g., they concealed or destroyed assets, lied to the Court, etc.).
Litigation requires patience and determination and also needs an attorney who will keep pushing.