Business options in hard times

Globe and Mail Update

It seems that everywhere you turn, businesses are reorganizing, laying off workers, restructuring -- or in the extreme, seeking bankruptcy protection or closing their doors altogether.

But there are options for survival in a downturn. And according to David Planques and Calum Semple of PricewaterhouseCoopers LLP, the key is getting sorted out ahead of time.

They will take your questions today from noon to 1 p.m. ET. Areas of particular interest might include:

What are the practical solutions to quickly reduce costs, increase cash and reduce working capital?

Is cost reduction alone the solution for most companies, and what type of cuts make sense?

How should you address covenant breaches in your loan agreements?

What should you do about debt that is maturing ?

What kind of strategy do you need to maximize value in distressed situations?

How do you deal with treasury, financing, tax, funding and pension exposures?

What are asset conservation programs?

Should you divest (non-viable) non-core assets?

How does debt restructuring and related tax consequences work?

Can you monetize tax attributes (loss and credits)?

What should companies do about customers and suppliers, and how can the actions of these stakeholders make a significant difference to the survival of a business?

What is the difference between a Chapter11 bankruptcy filing, a CCAA filing and bankruptcy?

Does a filing mean that the Company is dead?

Mr. Planques leads the corporate advisory & restructuring group of PricewaterhouseCoopers LLP in the firm's Toronto office. He has considerable experience helping companies and stakeholders restructure their businesses and investments. He has operated companies during distress situations, spearheaded restructuring negotiations on their behalf, assessed restructuring risk for lenders, provided strategic advice and arranged significant re-financings.

Before becoming leader of PwC's CAR group in 2008, he led a boutique restructuring firm with a focus on advice and interim management to businesses undergoing a turnaround. Previously, he was a partner in PwC's restructuring practice.

Mr. Semple is a lead partner in the Restructuring and Distressed Strategy Group and brings more than 20 years of international industry and restructuring experience in a variety of management positions.

Since joining PwC in January, 2003, he has led a number of large-scale operational restructuring initiatives on behalf of automotive and manufacturing clients and has been the lead operational adviser to clients for acquisitions and loans in deals ranging from $10-million to more than $700-million.

Join Mr. Planques and Mr. Semple for a discussion at noon Tuesday, or get a jump on the queue by submitting your question here.

Editor's Note: globeandmail.com editors will read and allow or reject each question/comment. Comments/questions may be edited for length or clarity. HTML is not allowed. We will not publish questions/comments that include personal attacks on participants in these discussions, that make false or unsubstantiated allegations, that purport to quote people or reports where the purported quote or fact cannot be easily verified, or questions/comments that include vulgar language or libellous statements. Preference will be given to readers who submit questions/comments using their full name and home town, rather than a pseudonym.

Cathryn Motherwell, Deputy Editor, Report on Business: Welcome, and thank you for joining us today. These are challenging times for all businesses. How much has business increased in this area? Are people coming in looking for ways to ensure they carefully manage their businesses through these difficult times?

Mr. Semple and Mr. Planques: We certainly are seeing a significant increase in the restructuring business. Started in the late summer in 2008 and has continued to grow.

There has also been an increase in those companies coming to see us for help, mostly prompted by companies breaching or soon to breach loan covenants as a result of declining earnings. We still see management teams being more reactive versus proactive and company stakeholders are the ones driving them to address their issues.

Cathryn Motherwell: What is the most common mistake you see companies make when restructuring?

Mr. Semple and Mr. Planques: The most common mistake is to be overly optimistic about their business which results in a restructured balance sheet but not fixing the business model.

Cathryn Motherwell: As a follow up: Why is that the case? Why is the business model not addressed right away?

Mr. Semple and Mr. Planques: Because fixing the balance sheet, such as bringing in new financing, provides an immediate solution to viability issues and takes the pressure of having to address the business model.

There is a lot more people involved and impacted by changes to the business model such as employees being restructured out of jobs or take on new roles.

Cathryn Motherwell: Post-restructuring, what are some of the pitfalls companies need to watch out for?

Mr. Semple and Mr. Planques: Mainly we'd point out that pitfalls could include not finishing the implementation of the operational restructuring plans and underestimating the damage caused to employees, suppliers and customers.

Cathryn Motherwell: Could you be more specific please? Can you offer an example?

Mr. Semple and Mr. Planques: For instance comprising amounts owed to suppliers could damage their viability, customer loyalty could be permanently damaged and the filing could prompt competitors to solicit key employees.

Cathryn Motherwell: After a company has laid off workers and restructured the organization, what are the risks that later hirings lead to claims of wrongful dismissal by those let go initially? How does a company avoid this?

Mr. Semple and Mr. Planques: This is a legal question and there are all kinds of nuances to the labour laws. It is highly dependant on the restructuring. Employee terminations and claims are typically dealt with as part of the formal restructuring.

Cathryn Motherwell: You have been in this business for many years. How different is a troubled company today from one in the last slowdown, say, the early '90s or '80s? How different are the troubles they face?

Mr. Semple and Mr. Planques: There are multiple issues that companies are facing today, including huge drops in demand, commodities prices, foreign exchange fluctuations and most importantly little credit or financing alternatives. These issues have hit hard and fast. It used to be that there was always financing available. Today there is little money available to companies to fund a restructuring.

Previously where troubled companies were somewhat indicative of bad management, today you still have some good management and companies have been blindsided by market conditions.

Cathryn Motherwell: If leveraging is an issue - essentially if too much debt is now not bearable for a company - how much of an issue is access to credit becoming? We hear from the banks that they're ready to lend, and from businesses that it's more difficult than ever to borrow. What is the environment like for companies in need, where success or failure depends on those key negotiations?

Mr. Semple and Mr. Planques: The Canadian banks appear to be continuing to support their own customers by providing them with loan renewals or expanded loan facilities where warranted.

For traditional financing, the issue is that the amount of debt a company takes on is a function of its earnings. For example if a company's earnings have fallen by half so has it's capacity to borrow. Earnings, the capacity to borrow and the value of the company are all intertwined.

In the case of asset based lending, where a company is borrowing against its working capital assets, sales declines result in lower receivables, which again results in lower borrowing capacity.

It's a very tough environment. The U.S. lenders that were competing for business in Canada have significantly reduced the amount of business they are doing north of the border, which results in significantly fewer potential sources for loans.

In this environment a strong business model is critical to having the ability to obtain the financing a company might need.

Cathryn Motherwell: It seems like a buyer's market for anyone selling assets these days, from unloading real estate to a company selling off holdings. The negotiations seem to be taking very long, and then not yielding much for the seller. How tough is it out there?

Mr. Semple and Mr. Planques: It's clearly a buyers market. This is due in part to there being less financing available so only purchasers with cash are really in the marketplace.

Both earnings and the earnings multiples used to value companies have fallen dramatically, driving down the price the purchaser is willing to pay. In some markets and industries there is a rise in the number of distressed assets and companies offered for sale. Therefore, today we have less buyers, lower valuations and some increases in supply.

That said, discussions we've had with certain private equity investors tell us that they do have money available for acquisitions. But right now the money is sitting on the sidelines as they wait until they are convinced the market has hit bottom before they jump in.

Cathryn Motherwell: What advice can you offer to businesses that fear it's too late to change?

Mr. Semple and Mr. Planques: Is it really too late? The first step is to determine if there is a viable stand-alone business or can part of the business that could be sold, for example, to employees or a competitor. If not, and a company is saying that the business is no longer viable, it is important to deal with this responsibly, considering all of your stakeholder interests. This may mean an orderly wind-down and if necessary a formal insolvency proceeding.

Cathryn Motherwell: As you say that good operators are getting blindsided by market conditions, what are the key signs that will tell them they need professional help to weather the storm?

Mr. Semple and Mr. Planques: There are a number of signs, including:

Significant customer payment defaults

Maturing debt without a renewal in place

Forecasted loan covenant breaches

Operating results significantly below budget

Growing levels of involvement from stakeholders, with increasingly demanding requests for information on recovery plans

Squeeze on working capital

The need to develop and implement a turnaround plan to maintain stakeholder support and company viability Having to manage a significant program of change / improvement at the same time as running the day to day business.

It is important to that companies be realistic about the current situation taking into account there may be some additional downside risk. They should use this information to look forward to anticipate future challenges and develop and implement a plan to address these challenges, which may include communicating with stakeholders before the problems hit. For more information on how your company can successfully manage through the downturn visit www.pwc.com/ca/rdsg

Cathryn Motherwell: Thank you very much for your time.

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