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  • April 1, 2009

    BCMA - It’s All About You!

    Welcome to the latest issue of BCMA News!

    This month’s topics…

    1. Wiser, Faster, More Nimble 

    2. Telling Your Story at a Bankruptcy Hearing 

    3. The Best Thing That Ever Happened to Us

    4. Just Ask 

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    1. Wiser, Faster, More Nimble 

    Allegations of accounting fraud that was "neither particularly sophisticated nor ingenious" have been made by creditors burned in the Archway & Mother's Cookie Company bankruptcy. The creditors charge that the 72-year-old company created phony sales and inflated inventory before laying off its 700 employees and closing its doors in October.

    Lawsuits like this one (and there are likely to be more) prompt the question: What were these creditor analysts doing if this fraud was so clumsy and obvious? Where was the due diligence? Companies that will survive the current crisis and thrive in the eventual recovery will be those with a keen eye for spotting developing distressed situations.

    "It's not rocket science," notes Tony Warfield, director of credit services for D&H Distributors. "You do the standard things. You pay attention to the long-term debt, to when those debts are going to be called and to whether a particular customer is going to have trouble renewing those lines. "

    He says that the leveraged buyout, which is what got Archway in trouble, has become a "filthy term. A couple years ago, they were okay to do because the market would support them, but now companies that got into them are really struggling. Those are the guys we try to avoid."

    D&H sizes up risk using a blended score card based on the company's own experience. "We trend on our own performance," he says. "We look at expiration dates on debt. We look at trade reports from all the sources: trade groups, D&B, Experian, and Equifax. If there's a sign of trouble, it's pushed through our system automatically out to an analyst. We try to get as close to ground zero as humanly possible, although frankly sometimes that's not realistic."

    He doesn't expect to come out of this recession unscathed. "If we do it would mean we're being far too conservative and we're restricting sales. That's something we can't afford to do. We've got to still try to identify opportunities and take them. We're not just taking our ball and going home, but there's a balance that has to be struck."

    As a distributor to retailers, his perception is that the recent crisis has been culling out those customers who could only survive in a robust economy. It's a culling process only the healthiest retailers will survive.

    "This is a diet for all of us," he says. "For the companies that survive, it's going to be really good. It's reminding us we need be wiser, faster ands more nimble."

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    2. Telling Your Story at a Bankruptcy Hearing 

    Your customer has filed for bankruptcy, and you smell a rat. You suspect they've squirreled away assets, and you think you know where. How do you get this information to the trustee?  

    Don't walk into the hearing and expect the trustee to be all ears, warns FBI Special Agent John Diwik, who has been investigating bankruptcy fraud for 15 years. "A busy trustee may have scheduled 10 cases an hour," he points out. "If you intend to interrogate the debtor at length, you should have notified the trustee in advance so that enough time can be set aside to cover all the issues you want to pursue."

    He suggests calling or writing the trustee and explaining that you would like to do an extensive question and answer, so "maybe you could give us another day, another time, another place so we can come in and do the interview."

    Since trustee compensation is based on assets allocated, he's going to be amenable, Diwik says. "If you think you know where the debtor has hidden some assets, that's an opportunity for him to increase his compensation. He'll be motivated to help you out. But if you fail to alert him to the time you'll need, you both lose. And remember, this is all sworn testimony. If it goes to litigation, or even becomes a criminal case, this can be used against the debtor."

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    3. The Best Thing That Ever Happened to Us

    Are your credit and collections systems and procedures flawless? Probably not, but with the crush of daily work you can't stop everything to try to improve them. That might happen, however, in the event of some major organizational change, like a merger or acquisition. It's what happened here.

    Annual credit reviews of Andrew Corp.'s 2,000 largest accounts with active credit lines used to be done during the final two months of the company's fiscal year—August and September. Senior Credit Analyst Michele Pancotto, CCE, CICP, acknowledges that this wasn't the best way of handling the reviews, but she explains that she and her busy staff just couldn't seem to free up the time until they absolutely had to.

    Now the reviews are conducted at the rate of about 150 a month year round. "We feel much more efficient and less harassed about having to do something all at once," she says. "But more important, this helps us get rid of or pull down accounts to no limits when we see they haven't bought anything for an extended period.

    "It's better to take the credit limits out rather than have a surprise somewhere along the way. We don't want to get into those situations where orders come in and we're working with a two-year-old limit that's no longer justified by the customer's deteriorated financial condition. We need to be proactive in times like this."

    Why the annual credit review schedule was changed is as interesting and instructive as the change itself. Andrew Corp. was acquired by CommScope, and, like other decision makers throughout the company, Pancotto was anxious to make a really good impression on the new management.

    "It's a healthy aspect of an acquisition," she says. "A lot of people balk, but I think it's the best thing that ever happened to us. You can go along suffering inefficiencies, or you can get jolted out of them. I see great improvements already."

    Soon after the acquisition, CommScope management conducted a customer financial workshop for personnel from business units from all over the world. And it wasn't just those from far and wide she benefited from meeting. "I met people I've worked with for the past five years but never met before, and they were in my own building," she says. "That was invaluable, especially at this point, for developing some kind of personal rapport. Just letting us get to know each other was wonderful."

    Among the specific issues taken up at the workshop were customer deductions and how they could be resolved better. All the people who were involved with these issues sat around a table and hashed things out.

    "Tax issues are one of the biggest causes of deductions for us," she explains. "We discussed how, in setting up new accounts, we have to be much more aware of having the tax information we need. Customers are continually taking deductions because of the failure to get the tax exemption straight. You could have had hundreds of billings that have to be resolved one at a time. We realized that if we did it when we first set up accounts we could prevent all of those deductions, and we knew we couldn't just figure that someone else would take care of it."

    Systems for resolving sales tax and other deduction spawning issues were established at subsequent meetings involving credit, customer service, invoicing and other personnel. "The new overall department name is customer financial services," says Pancotto. "It helps us realize we're not just looking at customers from the credit perspective. We're all much more aware of the importance of integrating our responsibilities."

    How can you best operate in an acquisition environment? Pancotto allows that it can be tricky. The sense of having someone looking over your shoulder all the time can be a little nerve racking, and somehow you have to share information without stepping on toes. The best rule, she says, is to just do your best job. "Don't hide things, and be open to people and to new ideas."

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    4. Just Ask 

    You suspect a struggling customer his headed for bankruptcy, but how do you find out? "If it's a publicly traded company or a company that has publicly traded debt, just ask the CFO," advises G. Fred Marlatt, CICP, chairman of Turnmire Logistics, Inc. and former corporate credit manager of Potash Corp. "The CFO of any public company must be truthful, or he can be held legally liable under Sarbanes Oxley. After all, that's what the law is for."

    He recalls a situation at Potash where a major customer, the U.S. subsidiary of a French company, was struggling. "During a meeting in our office with the president of the U.S. subsidiary and the Potash vice president of sales, we had a conference call with the corporate CFO in Paris 'I have to ask them if they're insolvent,' I said. Our sales VP said, 'You can't ask him that.' I said, 'Sure I can.' I asked. It wasn't a big deal. He replied, 'Yes, we've talked to people.' We cut off their credit, and our losses were minimal when they did go under. Too many people are afraid to ask these very legitimate questions."

    Marlatt also maintains that too many trade creditors are intimidated by legalities, particularly as they relate to bankruptcy—and particularly to preferences. "If a company is neither balance-sheet nor technically insolvent in the prior 90 days, there's no preference. It has to be insolvent, and the question is when did it become insolvent?"

    When another large customer went bankrupt, the trustee filed a $1-million preference claim against Potash. Marlatt insisted that, at the time the payments claimed as preferences were made, the company had positive net worth on its balance sheet and adequate cash flow. "They didn't go bankrupt until the day a big interest payment came due, and they couldn't pay it," he says.

    Potash attorneys recommended paying $150,000 to make the problem go away, but he refused. "You can't do that unless I sign off, and I'm not signing off," he told them. "They came back finally and said, ‘Okay, well settle for $10,000.' I said, 'Fine, you send us $10,000.' A week later they dropped the case. You have to keep in mind that trustees' fees are based on what they collect," he says. "They use a shotgun approach, and it works because too many people roll over."

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