We are pleased to present LM+Co Capital’s Q2 2018 Middle-Market Update. This newsletter offers a recap of 1H 2018 activity and an overview of key trends impacting current US Mergers and Acquisitions (M+A) and Capital Markets for the balance of 2018.
We are pleased to present LM+Co Capital’s Q2 2018 Middle-Market Update. This newsletter offers a recap of 1H 2018 activity and an overview of key trends impacting current US Mergers and Acquisitions (M+A) and Capital Markets for the balance of 2018.
Channel KGTV in San Diego reports of a 22-year-old breast cancer patient in California was denied insurance coverage for Proton Therapy, an advanced form of radiation therapy that carefully targets cancer cells and does less damage to surrounding tissue. This patient has a genetic mutation predisposing her to developing cancer, and with traditional radiation therapy, secondary cancers are likely to develop later on in life. While she appeals her insurance company’s denial of the claim, California Protons Cancer Therapy Center was able to make an exception and move forward with the therapy she needed. In the patient’s own words, “You can’t wait when your life is at risk.” A team of restructuring professionals from LM+Co is currently serving the treatment center.
SAN DIEGO, Dec. 7, 2017 /PRNewswire/ — California Proton Therapy Center, LLC today announced the official re-launch of California Protons, a cancer treatment center located at 9730 Summers Ridge Road in San Diego. California Protons features an expanded physician group and new management team and ownership, effectively positioning the Center for continued excellent patient care, as well as growth and success.
All of the treatment rooms at California Protons are equipped with the most advanced proton beam technology, allowing doctors to treat even the most complex and aggressive cancers. The Center uses pencil-beam scanning technology to precisely target tumors while protecting healthy, normal tissue and surrounding organs. Protons can be delivered within an accuracy of less than two millimeters, making this treatment especially effective at combatting cancer in sensitive areas such as the brain, spine, lung, breast and prostate, and is widely regarded as the best option for treating pediatric patients with cancer.
Dr. Andrew L. Chang, the department Chief of Pediatric Cancers at California Protons, is president of the Proton Doctors Professional Corporation (PDPC), the oncologist group providing clinical leadership at the Center. Dr. Carl Rossi, who has treated more than 9,000 prostate cancer patients with proton therapy—more than any other physician in the world—is the Medical Director of the Center. The Center’s physicians have more than 50 years of collective proton therapy experience.
“At California Protons, we are committed to continuing the delivery of outstanding and effective patient care,” says Dr. Carl Rossi. “By expanding our existing affiliations with the University of California, Rady Children’s Hospital in San Diego and other healthcare institutions throughout the state, we will increase patient access to the Center and, among other things, enhance our ability to participate in clinical trials and research.”
“The Center has been recapitalized and the investor group has provided additional financial support to allow the Center to grow,” says James J. Loughlin, Jr., Managing Partner at Loughlin Management Partners + Co., the healthcare turnaround specialists who are working with the physicians and ownership on the transition plan. “The re-launch of the Center as California Protons is an exciting event and we look forward to a highly successful future working with the team of expert proton physicians, nurses, physicists, technologists and dosimetrists at the Center to make this state-of-the-art cancer fighting tool available to all of the residents of San Diego and California.”
About California Protons
One of only two proton therapy centers in California and 25 nationwide, California Protons combines cutting-edge proton treatment capabilities with a team of radiation oncologists who amass more than 50 years of collective proton therapy experience. The Center leverages revolutionary intensity-modulated pencil-beam scanning technology to release a high dose of cancer-killing radiation that conforms precisely to the unique shape and size of the tumor. This approach effectively targets and treats even the most complex and aggressive cancers, sparing surrounding healthy tissues and organs. For more information, please visit www.CaliforniaProtons.com.
About Loughlin Management Partners + Co
In Private Equity Value Creation, Turnaround + Restructuring and Corporate Finance, LM+Co has distinguished itself with management teams and investors for more than a decade by focusing on actionable solutions across a broad range of industries, and delivering results that maximize value. LM+Co provides a full range of advisory services to companies and their investors, as volatility continues in global energy markets. LM+Co’s Energy + Power team can help companies adjust their strategies, restructure their operations and capital structures to confront turbulent market conditions. For further information, please see www.lmcopartners.com
We are pleased to present LM+Co Capital’s Q3 2017 Middle-Market Update. This newsletter offers a recap of 1H 2017 activity, and an overview of key trends impacting current US Mergers and Acquisitions (M+A) and Capital Markets for the balance of 2017.
We’ve recently seen an unprecedented number of retail store closings. Retail bankruptcies in just the first half of 2017 have already surpassed the number of retail bankruptcies for the entire year of 2016. If supermarkets follow in the footsteps of other retail segments, then 2017 could be disastrous. Joining the list of bankrupt companies are Marsh Supermarkets Holding, LLC and Central Grocers, Inc., both of which filed for Chapter 11 bankruptcy in May 2017. What does the future hold for grocers? Are supermarkets facing the same demise as other brick-and-mortar retailers?
The good news is that food is a necessity and not a luxury. The bad news is that margins are razor thin and competition is relentless. Grocery stores, not unlike brick-and-mortar retailers, are hanging on by a thread, not just trying to thrive but simply survive in this environment. What is driving such intense competition for grocery stores?
Supermarkets have been somewhat insulated from the online pressures contributing to the demise of some brick-and-mortar retailers. But grocers are no longer immune. As a supermarket operator, are you experiencing these tell-tale signs?
If you are spending more time putting out fires than performing your day-to-day duties, then it probably means that your business is in trouble.
The time frame to act is getting shorter and retailers need to conserve cash — to ensure that the runway is long enough to allow for an operational turnaround of the business or debt restructuring, or risk liquidation. Recognizing the warning signs and taking action early will ensure the best possible outcome and preservation of value.
Stop Hemorrhaging Cash
The first step is gaining control of your cash. This may require applying a tourniquet to stop the bleeding. Be realistic about the performance of your business and understand your cash needs.
The second step is fixing the business. Companies need to assess operations and take the necessary action steps to ensure the survival of the business.
Lastly, you may be operating at higher efficiency, but this may still not be enough to service your debt especially for companies that are highly leveraged. A debt restructuring may be necessary to ensure the company’s long-term viability.
Our experience tells us time is of the essence. Companies often wait until they have burned through their cash and depleted other resources before taking action. A turnaround specialist or Chief Restructuring Officer (“CRO”) has the independence and can make the hard decisions. Often a company in crisis will have lost credibility and the trust of its creditors and employees. A CRO can build the consensus necessary for a successful turnaround of the business, leaving Management to focus on operations, safeguard the business and prevent further deterioration.
The entry of Lidl in the US, aggressive domestic expansion plans of Aldi and the combined forces of Amazon and Whole Foods will only make it more difficult and disruptive for grocery operators in 2017 and beyond.
Loughlin Management Partners + Company (“LM+Co”) has a team of turnaround and retail specialists that can assist companies in navigating the complexities of the corporate restructuring process.
With Amazon’s recent purchase of Whole Foods, pundits are speculating what the reaction and next move should be among grocers struggling to survive. Grocers already face intense competition, not only from traditional supermarkets but from a wide-ranging array of other retail channels, including supercenters, warehouse, limited assortment, specialty, discount and convenience/drug stores. Given the entry of Amazon, an e-commerce juggernaut with the resources to significantly alter the landscape, is it time to give up? Should operators just throw in the towel? Our answer to those operators willing to focus on the fundamentals is a resounding NO.
More than ever, grocery operators need to focus on the customer, food and store atmosphere. Your store needs to be the place where customers can escape. Shoppers want – in fact they DEMAND – a clean and friendly place where they’re greeted by displays of colorful fresh produce and flowers, can taste a sample of the latest imported cheese and enjoy the aromas of roasting coffee and freshly-baked bread. And most importantly, today’s discerning, some would argue finnicky, shopper looks for welcoming smiles from helpful staff when they need it. A website, no matter how sophisticated and efficient, can’t replicate the sensory experience and compete with a friendly smile.
Too many companies are focusing on factors out of their control and losing sight of some basic fundamentals that, with the proper levels of planning and executional consistency, can yield a positive impact for grocery operators in a relatively short timeframe.
Think about it: losing a customer is easy, while customer acquisition is difficult and expensive. Customers are fickle and generally have little or no loyalty especially given the number of options available. Key to enhancing the customer experience, which is critical to operational and ultimately financial performance improvement, is a focus on the core values and key elements important to today’s shoppers, which we refer to as “the 4P’s.
Doesn’t Amazon’s biggest bet yet with the acquisition of Whole Foods mean that brick-and-mortar stores are still relevant? Do your shoppers keep coming back or are they turned away by the unkempt appearance? Do your displays make consumers want to buy more than what was on their original list?
How do you incentivize consumers to shop at your store? Are your customers willing to drive a little farther or pay a premium? Are your products of the highest quality to satisfy even the most discriminating shopper?
Price and Value Perception
Are you competitively priced? Do your customers realize that your prices are lower than that of your competitors? Are your customers’ basket size bigger than your competitors?
Pleasing Customer Experience
Are your staff friendly and helpful? Are you making sure your customers’ shopping experience is quick and easy? Do your customers look forward to coming back?
Investing in online and innovative strategies is great, but wasteful if you are losing customers due to dirty floors and bathrooms, having to wait in long lines at the deli counter or checkout, touting yourself as the provider of organic produce but displaying spoiled and bruised products and marketing promotional items to attract customers but having customers walk away because of empty shelves.
Loughlin Management Partners + Company (“LM+Co”) has a team of highly experienced financial, operational and analytical professionals that can partner with you to assess the situation, focus on the key issues and identify opportunities to enhance profit and cash flow. Our retail specialists can:
We are available to help navigate the issues in this difficult and turbulent time for retailers and grocers.
In today’s competitive M+A market, the push to close deals quickly is stronger than ever. Fewer proprietary deals are on the table and more firms are bidding on each opportunity. As a result, a lightning-fast but still effective buy-side diligence, complete with a vetted 100-day plan, is critical to a successful investment.
100-day plans drive immediate value creation, and put the company on the right track for long-term success. Whether it is designed to change strategic direction or accelerate the current strategy, this plan has several characteristics:
From these ideas, a detailed, formal document that includes achievable initiatives and appropriate incentives is created. Loughlin Management Partners’ five-part process outlines a practical guide to operational diligence and development of a successful 100-day plan.
Part 1: Preparation
Prior to visiting the company, potential buyers should make thorough data requests. In addition to financials, request operational metrics, dashboards, key contracts and organizational charts. Companies that are either reluctant or unable to provide data should draw extra skepticism. While this is a potential risk, it is also an opportunity: a firm succeeding despite a lack of information availability likely has significant upside.
Looking at the provided information, ensure that you compare to the industry standards. How are their KPIs performing compared to peers? Is their inventory turning faster than the industry? Is SG+A twice that of a similar company? Often, broad market performance hides company-specific deficiencies and can lead to a poorly performing investment.
Labor, a much maligned expense, is likely not an issue. Unless overtime is greater than 25%, or there is excessive headcount (again, compare to competitors), direct labor (especially wage rates) is rarely the problem.
Better bellwethers for labor inefficiency are in two areas: organizational structure and variable pay. If the organizational chart has more than three layers of management, or if there are many managers with only one or two reports, there is likely a problem.
Comparing fixed to variable compensation also provides a barometer of efficiency: sales functions should have a minimum of 50% variable pay, and management should have a minimum of 10%, with higher levels having more of their pay on the line. Alignment to performance, especially in a growing middle-market company, is critical for success.
Part 2: People
Ensuring the right management team is in place is a primary goal for any 100-day plan. Without the right people, the best processes or newest technology will make little difference.
When meeting with senior management, focus on three things:
The best management teams establish a visible presence without interfering in day-to-day operations. If the C-suite is constantly putting out fires, they are likely not focusing on long-term growth. This is often an indication that middle management is underperforming, or do not trust their subordinates. Conversely, complete disconnection from the front line business generally results in cost inefficiency (working capital is typically the most obvious area) and poor decision-making.
Especially with rapidly-growing lower to middle market companies, personal relationships between senior management and employees can be sources of risk. The appearance of nepotism can be as damaging as actual nepotism. Informal relationships often create back channel communication pathways, undermining middle management.
Lastly, and perhaps most importantly, is determining if this is the team that can execute your strategic vision for the company. Middle market CEOs are usually entrepreneurs, strong at launching a company, but not necessarily good at scaling. Alternatively, they may be strong in a single function, like business development, but have little idea how the product is manufactured. In that situation, have they built a competent team around them to complement their weaknesses? If not, that problem likely trickles down to middle management as well.
Often some of the best insights come from middle management, line supervisors and employees. Is there a strong middle management layer? Or does the COO, for example, have 20 direct reports? Investigate how deeply data drives day-to-day decisions. If dashboards or KPI reports are hard to come by, they are probably not using them. Finally, are the employees happy, with a strong sense of job satisfaction? It sounds like a simple question, but dissatisfaction is a symptom of deeper, business related issues that can undermine profit.
Part 3: Process
The first indicators of strong process are robust safety programs and tidy workspaces. During facility walkthroughs, make a point of investigating off the tour path. If cleanliness is lacking, it’s likely that more complicated processes are being shortcut as well.
Pay particularly close attention to inventory. What are the dates listed on materials and product labels? Is there a layer of dust on the boxes? Is there inventory sitting between each process step? These are indicators of poor production planning and scheduling processes.
Beyond production, one of the most critical processes to investigate is customer and product profitability. Simplistic pricing models often hold significant opportunity for easy top line growth, and incomplete or out of date costing can hide weak products or unprofitable customers.
Part 4: Technology
After the right people and processes are in place, technology may help you wring the last 20% of value out of an organization. In fact, technology tends to be a scapegoat, clouding root causes, which are more likely related to process.
When looking at systems, hardware is the first area to investigate: are there robust disaster recovery and business continuity protocols in place? Is the data center cold and well maintained? How old is the hardware? Server hardware older than five years and personal devices older than three years will likely require replacement.
Second, look at software. Is the ERP up to date? If not, why? If customization is causing the delay, there may be an issue. How accessible is data? All levels of the organization should have simple access to information appropriate to their roles.
Last, and often overlooked, review the security program. Did you have to sign in to get in the building? Were you issued a visitor badge and escorted? Who can access the data center? Does the ERP have role-based security enabled? Or can anyone see all of the data? Security is a critical component in risk management and, depending on the industry, it could also be a legal requirement.
Part 5: Conclusion
Often in the push to finalize a bid, bias to close quickly can result in unmitigated or unknown risk. As a result, many firms use third party advisors as a way of independently verifying the deal thesis as well as expediting the process. LM+Co’s deep operational and financial knowledge, as well as our fast turnaround time, have made us a natural choice for conducting middle market diligences, developing 100-day plans and leading project execution.
A 100-day plan addresses the risks and opportunities identified during diligence, and is developed prior to deal close. It is a detailed document, tailored to the company and suitable for high-level project planning.
To begin, separate the items into logical initiatives, and then quantify the effects. If there is no financial impact, it is likely not a value creating project. Once the list of initiatives is final, arrange them into a reasonable timeline, and add a buffer period to account for delays. 100-day plans are not bound to this timeframe; it’s more important to establish an achievable deadline. Finally, assign the right talent and incentivize them appropriately. Many project plans fail because improvement initiatives take a back seat to customer demands.
A well-architected 100-day plan serves as a common vision between you and senior management, minimizing investment risk and maximizing value creation. And there’s no downside: it can be incorporated into your diligence process without added time and, given the potential return, at minimal expense. With a strong 100-day plan in place, your investment can immediately start to build value.
Pittsburgh, Pennsylvania – April 28, 2017
LM+Co Capital, a New York-based middle market investment banking firm, announced today the successful refinancing of its client TruFood Mfg., Inc. (“TruFood”), based in Pittsburgh, Pennsylvania. BHI (Bank Hapoalim B.M.) and AloStar Capital Finance acted as co-agents on the refinancing transaction. Financial terms of the transaction were not disclosed.
TruFood is a leading East Coast snack food contract manufacturer of well-recognized brands serving the health-conscious, “on-the-go” consumer market. This family-owned business operates in the highly competitive Contract Food Manufacturing Industry where high-touch customer service, quality product execution and new product development is critical to success. TruFood manufactures a full range of snack products including granola products, baked bars, nutrition bars, layered protein bars and molded chocolate products.
Richard Zytkowicz, Managing Director with LM+Co Capital, stated “LM+Co Capital is delighted for Pete Tsudis and his management team as they embark on the next chapter of the TruFood legacy. Mr. Tsudis is a very successful CEO and operator with a proven track record in the Contract Food Manufacturing Industry. The completion of this refinancing transaction affords TruFood the opportunity to further expand its product offerings and establish a solid platform to explore and launch additional growth initiatives. We are honored to have been involved in such an exciting transaction”.
TruFood President and Chief Executive Officer Pete Tsudis noted, “Our partnership with Rick and the LM+Co team has been tremendously successful. They provided invaluable support and expertise throughout our refinancing process”.
About TruFood Mfg., Inc.
TruFood was founded in 1985 by Spiro Tsudis, father of current CEO, Peter Tsudis, to produce children’s fundraising chocolate candy. When Pete assumed control of TruFood in 2001, he quickly realized the various trends in the snack food market were changing to healthier forms of snack consumables and began to position TruFood to capture these manufacturing opportunities.
Today, TruFood partners with various multi-national companies to manufacture a variety of well-recognized snack brands. TruFood has a large presence on the East Coast with over 350,000 sq.ft. of state-of-the-art manufacturing facilities and continues to grow through its strong reputation for manufacturing high quality snack products for its marquee customer base.
About LM+Co Capital
LM+Co Capital is an independently operated affiliate of Loughlin Management Partners + Company, a multi-disciplinary professional services firm focused on the middle market. LM+Co Capital, a registered broker dealer and member of FINRA/SIPC, is solely focused on the middle market, providing investment banking and advisory services to corporations, investors, private equity groups and business owners. LM+Co Capital offers its clients years of experience in Mergers + Acquisitions, Capital Advisory, Financial Restructuring and Business Valuations.
About Bank Hapoalim B.M. (“BHI”)
BHI offers full commercial banking services that combine the personal attention and responsiveness of a prestigious boutique bank with the expertise and financial strength of a global bank. With a footprint in the largest U.S. metropolitan areas, BHI is committed to creating innovative funding solutions for long and short term needs, and providing convenient banking and liquidity products for everyday business needs.
As part of the Bank Hapoalim Group, BHI is backed by the financial strength of a leading financial institution, giving BHI’s U.S. customers access to business financing from one of the world’s most stable banking environments.
About AloStar Capital Finance
AloStar Capital Finance offers needed capital and counsel to business leaders across America who are creating their own success stories. Through our Business Credit, Lender Finance and Real Estate Finance platforms, we create customized lending solutions for customers with capital requirements up to $60 million. To date, AloStar has closed more than 160 deals with commitments totaling more than $2 billion. At AloStar, you’ll have ready access to decision makers with deep capital industry experience who are responsive, flexible and eager to help you write your success story.
AloStar Capital Finance is a trade name of AloStar Bank of Commerce, Member FDIC. For more information, visit www.AloStarBank.com.
As Reported in San Diego Business Journal |March 2, 2017
The owner of Mira Mesa’s 3-year-old Scripps Proton Therapy Center has filed for Chapter 11 bankruptcy protection after failing to attract and receive reimbursement for treating a sufficient number of patients.
California Proton Treatment Center LLC said it has arranged a $16 million bridge loan it will use to continue operations at the $225 million facility managed by Scripps Health.
“Our doors will remain open to administer highly specialized cancer therapies, and a patient ombudsman will ensure that our transition to a new organizational framework won’t affect patients or staff,” CPTC’s chief restructuring officer, Jette Campbell, said in a news release.
Proton therapy is a form of precisely targeted radiation proponents say focuses on tumors while sparing surrounding tissue that might be damaged by conventional X-ray therapy. There are three such facilities in California and at least two dozen nationwide.
The bankruptcy filing came six months after Scripps increased the number of patients it treats at the center without receiving prior authorization by health plans. Scripps officials said in November the move led to a 15 percent to 20 percent increase in patient volume at the five-room, 102,000-square-foot facility.
Scripps said at the time it was directing more resources to pressuring private insurers to approve proton therapy treatments that can cost $60,000 or more.
CPTC said in a November statement patient access to the therapy had “steadily increased, and our outlook is positive.”
Scripps President and CEO Chris Van Gorder said he did not know about plans for the bankruptcy filing until after it happened, but that the health care system had been anticipating such a move for months because of CPTC’s “enormous amount of debt.”
“Scripps knew that this was a high-risk venture from the very beginning,” he said.
Van Gorder added that shortly before the center’s opening in 2014, commercial insurers shifted away from proton therapy toward a form of conventional treatment that uses a narrow beam of radiation. He said Scripps continues to believe proton therapy is the more effective therapy, largely because protons stop at the target site rather than continuing through a patient’s body.
He said Scripps has no financial exposure to CPTC’s bankruptcy, and that the health system only leases and operates it.
Lately, patient volume at the center has averaged 70 at any given time, even as more than 200 calls per month come in from people interested in receiving treatment there, Van Gorder said, adding that the facility needs a steady flow of 130 to 140 patients to thrive.
Scripps said in a written statement CPTC has asked the San Diego-based health-care system to continue treating patients at the center according to their contractual agreement.
The center’s medical director, Dr. Carl Rossi, said in CPTC’s March 1 news release the bankruptcy filing will “enhance our operations and allow us to administer our advanced proton therapy care to a wider spectrum of patients.” It was unclear from the release how the financial restructuring would accomplish those goals, and Van Gorder said he assumed Rossi was simply referring to expectations the center would continue to operate.
CPTC’s financial struggles surfaced Jan. 25 in a news release by Varian Medical Systems, a Palo Alto-based cancer technology manufacturer. The company said it had taken a $76 million charge relating almost exclusively to CPTC’s indebtedness to Varian and “lower than expected patient volumes that are insufficient to support CPTC’s capital structure.”
Varian’s CEO, Dow Wilson, said his company believes the proton therapy center can get on a more solid financial footing by “serving a broader patient population with additional health care providers locally and regionally.”
In September 2011, Varian and Dallas-based ORIX Capital Markets LLC agreed to loan up to $165.3 million to CPTC to fund the development, construction and initial operations of the Scripps Proton Center.
In November 2015, the two companies entered into a forbearance agreement, together with J.P. Morgan Chase Bank, which had assumed $45 million of the original loan, to delay receiving principal and interest payments until April 2017, subject to certain conditions.
Then, in January, Varian said it was informed CPTC and its loan agent had taken steps to address liquidity problems at CPTC. Varian’s analysis then was that these actions would “likely result in a serious liquidity event at CPTC, possibly leading to insolvency or bankruptcy proceedings at CPTC.”
In response, Varian decided to impair $38 million of the $98 million, including $29 million in accrued interest, still owed to the company by CPTC.
Loughlin Management Partners has been retained as financial advisor to the Senior Lender’s on this matter.
As first reported at Erickson Incorporated |March 21, 2017
Erickson’s restructuring will reduce the company’s pre-bankruptcy debt by more than $400 million upon emergence. In order to improve its capital structure and finance its exit from bankruptcy, Erickson was able to (i) obtain a commitment for an asset-based lending facility with a borrowing capacity of up to $150 million, led by MidCap Financial Trust, (ii) reach an agreement on non-cash repayment for $69.8 million in financing obtained during the bankruptcy, and (iii) secure a backstopped $20 million rights offering.
“These financial commitments demonstrate the creditor interest and support in restructuring Erickson’s financial affairs, servicing customer contracts, and enabling Erickson to continue operating well into the future. I am pleased and appreciative of our employees, customers and stakeholders who have supported us throughout this challenging process,” said Erickson president and CEO Jeff Roberts.
“Erickson is extremely satisfied with this quick and successful outcome,” said Erickson CFO David Lancelot. “Erickson’s successful restructuring would not have been possible without the strong support of our funded debtholders and aircraft lessors. The financial impact of this approved plan is very positive and allows us to be far more strategic to compete in the competitive landscape. Haynes and Boone, LLP is Erickson’s restructuring counsel and other restructuring professionals included Imperial Capital, LLC and Alvarez and Marsal North America, LLC.