Corporate Undertaker by Domenic Aversa - HTML preview

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REBIRTH

After a crisis and a death, there is a tendency to want to crawl into a hole. It’s a natural instinct to want to bury and shelter yourself from further pain. Sometimes, it’s just too much to handle. You’re done discussing the problems of the past. You’re done arguing. You are filled with bitterness, resentment, disappointment, and even shock. Everything has changed; dreams and plans have been washed away. Material things are gone. People are gone. Maybe it’s all gone. The job, the business, your home, your friends, your money—gone. Your life has changed dramatically and now instead of facing the problems of a sinking ship, you have to take on the challenges of being in a new world. You have to start over but you can’t even find the strength to take the first step.

In my case, as a crisis manager and corporate forensic, my entire professional life was surrounded by crisis and death. By 2012, after 20 years in business and working with almost 200 clients, my entire personal existence at that point felt like a black hole. I certainly wanted to be left alone. Any sense of peace and harmony that I had in me years earlier had disappeared. I was no longer that fresh faced kid that was just looking to be “great.” I had fought so long and so hard for so many people I was exhausted and was unsure of where I was going. It’s easy to get numb and rattled when you live constantly on the front lines of a battlefield.

I spent so many hours in an office that I rarely saw daylight. If I did, I didn’t know what to make of it. I didn’t have a hobby and I no longer played any sports. I was a stranger to my friends and family. My parents, my sister, cousins all worried and wondered what had happened to me. I had changed once again. I would interact and socialize with them, but my life was completely alien to them. Sometimes they would be entertained by a dramatic story, but most often they would be depressed by it. They would either walk away from me or eagerly change the subject. The stories were just too intense for them. For me, they had become commonplace.

After decades of being immersed in confusion and loss, I seemed to have become numb and more sensitive at the same time. I was paid to process information—thousands and thousands of data points. Every day, I was immersed in analyzing numbers, products, and people and all day long I looked for errors, flaws, patterns, and opportunities. Processing, processing, processing. As problems arose and grenades and bombs went off around me, I stayed focused on the mission—to save jobs, pay off creditors, and save communities. The more I did this the calmer I became. My focus was unshakeable.

Yet, at the same time, I became more sensitive to the smallest of detail. I noticed when a waiter put a fork on a table incorrectly. I noticed when a thread would easily come apart from a shirt. I noticed every item in every room I walked into. Appliances, furniture, decorations, carpeting. I thought about how they were made, how they were sold, their quality. I just kept thinking and thinking. I couldn’t stop processing. I evaluated the good and the bad in everything. When something was bad, I became very angry. To me, it was a sign of deeper troubles and possible, eventual death. When something was good, I was very happy. I celebrated synchronicity and certain corporate survival.

My entire way of looking at the world was put into three buckets: it’s bad, it’s okay, it’s good. All of my responses would then be to not do that, to improve this, or to do more of that.

From my first cup of coffee to my last drink of the day, I was processing the entire world around me. I was no longer a soul; I was a well-honed assessor of life and death. All the lessons I had learned from losing my vision, studying nature, and living among nomads and monks were still inside of me, but I had no joy. I had all of the notes to the music but they were all stuck in my head. I had lost the easy flow of life somewhere in my race to the sun. It had burned up and I didn’t know if I would find it again.

Of course, my mind probably could have continued in this manner for a long time. It was trained, and it had already survived through hundreds of horrible phenomena. But my physical body was something entirely different; my body was mangled and broken. I didn’t know it at the time but so was my soul. I had just lived through too much pain. Physically and spiritually, I barely recognized love. I knew that, according to the Benedictines, this path on Earth was supposed to be between “me and God alone,” but I think I abandoned him somewhere. I respected life, but I forgot how to live. I wasn’t prepared to die so it was definitely time to find a new way, again. It was time to heal and start over.

I would have to change my thinking and my habits. I had to go back to my youth, where I spent most of my time learning from my family. They had changed in their lives too, but they were still farmers at heart. From early childhood, I had my hands in soil tending to plants, fruits, and vegetables. We bought very few food items from a conventional store. We grew it, saved it, and cooked it. Living in this manner taught me humility for growing living things. You can’t cut corners when you try to grow a life. It requires patience, discipline and consistent effort to bring the best out of a seed or young life. It also requires joy. It requires being light in your skin and celebrating what is brought before you. You learn to enjoy nature as it is presented to you. You can’t stand over a tomato plant and yell, “Hurry up and grow. I’m hungry.” You plant it in good soil, water it, and pray that sunshine, air, and alchemy do their dance.

I decided to start with small things. Just being mindful of the food I was eating. Being grateful for clean air and sunshine. I started smiling at strangers. I also started taking long walks and enjoying whatever I could see; plants, flowers, insects…and, of course, random dogs and cats. I reminded myself that if I couldn’t find joy and happiness in the smallest of things, I certainly wouldn’t find it anywhere else. After only a few days, I already found myself happier but I still had responsibilities to address. I had to meet with doctors to deal with some pressing health issues.

A week after my unceremonious firing from my last client, I went for a full body scan. My doctors wanted a closer look at my organs since my lab work showed me to be in terrible health.

Twenty minutes after the scan was run, I sat in front of the cardiologist, looking at a scan of my heart. I noticed a long, thick white line crossing my heart diagonally. I asked the cardiologist, “What is that?”

Plainly, he replied, “That’s calcification.”

I nodded. I wasn’t sure what to make of it. But his next few sentences were very clear to me.

“Domenic, your calcification levels are very high for your age. Currently, you are in the 97th percentile. You are in the top 3% to experience a major coronary event in the next couple of years.”

And there it was, poetry, in an otherwise stark and brutal life. My heart was cut in two as I still reeled about the last betrayal and eventually about all of the betrayals. I had set out on a simple journey; to make money and be free. But then I decided to fight for those who were in losing situations. The greater the adversity, the more I was committed to helping all of those involved. But it was hard and dirty work. Now, after spending more than 20 years living in the sewer of the business world, this was my grand retirement gift—a certain heart attack before the age of 50. I had no one to blame but myself. I had chosen the path. I knew the risks…and I did it anyhow. I didn’t regret my path; I just wished I would have taken better care of myself.

It was at that point that I thought about that “jealous mistress,” the practice of law. I thought about what would have happened if that bloated buffoon, on that first day of law school, had said, “The law is a loving wife. She will embrace and encourage you. She will inspire you to great heights. She will help you bring family and communities together for peace and prosperity.” I thought that if he would have said something like that, I might never have gone to Moscow. I might never had become a businessman. I might have been a clerk at the Supreme Court of Canada. I could have built up a career as a lawyer, immersed in intellectual discourse and adjudication. I could have worked in quiet, safe places. I might have studied languages and maybe learned to fly-fish. I would have eaten three smart meals a day and gone to bed by10 p.m. If only he hadn’t told me that the law was a whore, I might have had a simpler life.

But that wasn’t the case. My life was not that simple and there would be no easy answers for the years of running hard in dark and dangerous places. I just had to deal with whatever was in front of me at this moment.

I thanked the cardiologist and then decided that if I was going to check out of life permanently, I was doing it in style.

Two weeks later, I was in the South of France, enjoying a glass of wine. I would spend the next couple of weeks just re-learning to savor life and to take my time and just be. As it turned out, it wasn’t so easy to do. My body was enjoying the change of pace, but my mind still had a hard time turning off.

So, just like a good farmer, I kept at it. I knew I would have to continue taking steps forward in life and being grateful for all the things that surrounded me.

First step, permanently tie myself to one of my doctors. I married the beautiful and effervescent Dr. Nirvana. She would be my guide on this new path. She is a holistic doctor who truly enjoys the mysteries of life. Patiently, she taught me how to open up my heart and have fun again. To return to my younger years when I dreamed and was full of color and inspiration. To do that, I needed to go explore.

In the next couple of years, I used up all of the few million airline and hotel points I had accumulated when I was working as my wife and I travelled around the world on a whim. It was a simple mission: to enjoy ourselves.

As time passed, I became happier and healthier. I stopped acting like a robot and a field marshal. Everything was moving in the right direction. However, there was still one outstanding problem. It was also my biggest physical challenge: my eyes. My vision continued to deteriorate. I was at the point where I could no longer adequately function through a day. I hung on without having surgery as long as possible but now something absolutely had to be done. I just had to have faith that it would be for the best.

As an eternal optimist, I learned to believe in miracles. But it is still alarming when an actual miracle happens to you. It had been 12 long years of living with extremely blurry, limited vision and incessant pain in my face. But now, my vision was so poor it was time for me to have surgery. I was finally prepared to have two corneal transplants. But then a miracle happened. I found an ophthalmologist who had developed a technique that would avoid having to do an actual transplant. He explained to me that I would need two separate procedures in the bad eye, the left, and one in the other. He told me that he should be able to return most of the vision to both eyes. When I first heard this, I absolutely did not believe him. I had prepared myself for blindness for so long that I couldn’t just accept that everything would be better that easily. It was great news but I still needed to think about it.

I went home, had a few drinks, and went to bed. I had the most difficult time with this decision, which really didn’t make sense. Either I had these procedures, which still involved surgery, or I have corneas transplanted into my eyes. One way or the other, something had to be done. My real fear wasn’t with the surgery; it was with the reality that either procedure might result in total darkness for me.

As it was, I could see color and I could process shapes and images. I could still make out the outlines of life. But, with either surgery, if something went wrong, I could be completely blind. I had spent so much of my life in the shadows, sewers, and hidden closets of the business world that I just didn’t want to feel like I would now be living permanently in the dark.

Fear can cripple us more than any actual external force. I had been brave by choice and by circumstance many times in my life prior to this; now was no time to retreat. I had to put down the past and I had to keep moving forward.

I had the surgery a couple days later. I went in, he did his magic, and then he sent me home. The next day I returned, and he removed the bandages. He tested my vision and there it was—a miracle: 80% of my vision had returned! I couldn’t believe it. Even to this day, I still have a hard time believing it.

I would spend the next couple of weeks staring at everyone and everything. It had been 12 years since I had seen anything clearly. Unfortunately, I also got a good look at my wrinkles and gray hair. It was such a bizarre phenomenon. My life had moved so fast for so many years in such a maelstrom that it was just a haze. Ironically, so was my vision. Both my life and my vision had been a blurry mess for more than a decade, but now I could see again, and I looked so much older. I questioned where the years went and what I had lived through. I was sincerely overjoyed and humbled to have my clear eyesight restored, but now I had to take a hard look at where I had been in the past 25 years.

It was during this period of time, nearing the age of 48, that I remembered a particularly difficult time in my adolescence. My father was an auto mechanic and he owned a garage. It was a simple two-bay garage with a couple of gas pumps. It wasn’t much, but it certainly was more than he had when he first immigrated to Canada.

One day, my father was test driving a customer’s car with his partner. His partner drove, and my father sat in the passenger seat. Five minutes into the drive a man ran a stop sign and drove directly into my father’s door. As often was the case in those days, he wasn’t wearing a seatbelt. When the car hit him, he put his head squarely through the windshield. He experienced significant damage to his neck, shoulders, and back. He was in so much pain that he couldn’t work. Months passed. He went to physical therapy but still had difficulty lifting his arms or walking. Like many small business owners, when you don’t work, there’s no paycheck. He was able to receive some unemployment benefit, but it wasn’t much. There was still the hope that there would be a substantial legal settlement to cover the loss and pain and suffering. He met with his lawyers and they informed him that the best he could expect was an offer that would cover his medical bills. The offer wouldn’t even cover his lost wages. No good reason was offered as to why a bigger settlement wasn’t possible. They just told him “that’s the best we can do.”

My father was in tremendous physical pain but now it was nearing six months since he had been at work. His partner did his best to keep the ship afloat, but customers had dwindled. Without two people working full-time, they would lose the garage to the bank. I was 13 when this happened. I remembered the long days and nights of my father laying on the floor, in searing pain, and the worry on my mother’s face. We didn’t know if he would ever get better. Would we lose the garage? Would we lose our home? What would we do?

Out of options, with no prospect of financial or legal relief, my father woke up one morning, got dressed, and went to work. He worked through the physical pain all day, every day. He hobbled, ached and winced in pain as he maneuvered around and under cars. He worked on cold cement surrounded by grease and toxic fumes. He took his resentment and disappointment in the legal system and put it behind him. He went to work to take care of his family. For me, it was a different experience. I had a great deal of contempt for the lawyers. They should have done more. I felt that everyone should have done more to help him and us. It was then that I was determined to learn about the law.

Now, 35 years later, however, I was realizing that perhaps I had spent my entire adult life reliving that moment—reliving the car accident, physical pain, betrayal from executives, the frustration and fear of further loss and, ultimately, picking yourself up again to provide for your family. I fought over and over for thousands of people who didn’t know my name. I fought lawyers, bankers, big corporations, and corporate executives. I fought to keep people from being ripped off and swindled and from losing their jobs and homes. I fought to show people that someone cared and together we could overcome the worst of adversity. I may have done all of this as one continual loop; constantly recreating that moment in time in my adolescence when my family faced the fear of losing everything. It was either a grand coincidence or it was me subconsciously fighting the fight I couldn’t when I was a kid.

My entire journey of seeking to learn the best business and legal practices, to learn every aspect of managing people and situations, Russia, China, Harvard, Outer Mongolia, and the Abbey of Gethsemane, half blind and hobbled, might have been my grand journey to learn the skills and to show people that there was a better way to deal with adversity. It may have been my dream as an adolescent to teach others that when faced with trouble you don’t need to resort to greed and fear. You don’t need to take from others only to benefit yourself. You don’t need to lie, cheat, steal, bully, or threaten to kill just so you can have your way. You don’t have to assert your power as a hammer or a saw just because you can. My path may have just been to learn and share the lessons from the extremes, from the dead and dying and to show others that there is an easier, less destructive way. It’s not just business; it’s personal. It’s all of us. We are all united by the fact that a business is alive. Kill a business and you kill all of us—if not in body, then certainly in spirit.

 

After all of the musings and reflection, I finally put down the past and decided to go to a place where I would be forced to learn new things. Where I had to pay attention but I would also dream and create. The one area in which I had rarely spent any time with was emerging technologies. I knew a great deal about business but very little about new tech.

Without hesitation, I threw myself into a world of strangers who spoke an entirely different language than I did. I learned about incubators, accelerators, and angel investors—bright young people with fascinating ideas and surrounded by lines of private equity firms eagerly throwing money at them. It was all about potential; all about the future. Every set of projections went up. It was a world of positive disruption. It was shiny, new, and fresh. This was a world I could get used to. The hardest part for me was trying to be optimistic about the new ideas while remembering all of the things I had learned about failed companies. Every day I was excited about a new potential idea or investment, but by nighttime, I had made a list of all possible threats and weaknesses. It was a constant debate within me. But it was fun.

Then one day, while organizing old books to be put into storage, I came across my old journals.

In the early ’90s, I started keeping a journal. It was not a traditional journal of my day’s events; rather, it was a journal of lessons and thoughts that I had experienced. Every time I went through something significant in business or life, I would write myself a note. My intent was to write it down and reread it often, so I would be better prepared in the future. I had not written in these journals for many years. But now, as I read them, I thought that I should put them all together in a uniformed binder. Perhaps I could share them with family and friends. They always had questions about business and sought my advice. This could be a pocketbook of some of my best business insights readily available to them. I thought that this was the perfect way to start a new life—take the best from the past and share it with others.

As I started to write I realized a simple but powerful lesson that was important to know for rebirth, for each time you fell and had to start over. It was this: the more you live, the more mistakes you will make.

The more you move, the more people you meet, the more you travel, just increases the odds for encountering uncertainty and making mistakes. If you want to live like a painting, frozen in time, then that’s the life you will have; you will be mostly preserved, aging slowly without experiencing anything new. However, if you live at full-speed, leaping from one world into another, be prepared for a lot of bumps, bruises, and heartache—but also for a lot of learning, growing, and sharing.

The more I reflected on this concept of balancing living and making mistakes the more I realized that this was a helpful concept to young and new companies and for those that were starting over. That they needed to know this before life and business picked up pace again. I realized that the very same notion that applied to a person was true in a business. A business doesn’t fail when it’s moving slow. It fails when they move too fast. Most mistakes made by a company are made during good economic times. They are made when it is growing quickly.

Oftentimes, the biggest mistakes are made when a company is at its best. When revenue is soaring, when margins are high, when everyone gets a bonus and the holiday parties are fun—that’s precisely when the mistakes are made.

The same thing happens to many of us in our personal lives. When we feel healthy and wealthy is the exact moment when we say: Sure, I’ll have another piece of cake; I’ll have another glass of wine; let’s go on vacation, let’s upgrade—live a little. And, we take that attitude and feeling into our business. When times are good, we pay a little less attention to the details. We don’t focus as closely on customers, suppliers, spending, or employees as we should. Revenue is coming in, all seems well, so we tend to let down our guard. We expand into new offices and new markets. We borrow more money. We invest in new operating systems and hire new employees. Revenue continues to climb, life moves faster and faster. Onward and upward. Then one day, it starts to slow. A month passes and it’s still slow. Then two, three, six, and eight months pass. Now cracks in the business start to show.

The new manager you hired wasn’t as experienced as you thought. The new operating system still isn’t operating properly. You underestimated how difficult it would be to expand into a new market. The rent on your new office is too high. And, the interest on your debt is growing. You try to be optimistic but you can’t help ask yourself, “What happened?”

Life happened.

If you’re going to live, you’re going to make mistakes. If you’re going to own or run a business, you’re probably going to make even more mistakes. And, the faster you move, the more you’re going to miss—misplace, misunderstand, miscalculate.

What can you do about it?

Go back to Chapter 1. Start there.

Move with caution, knowledge, and optimism. Know that you are not alone.

Let me share with you the story of another client, a team of investors that were the brightest of finance and business minds, and how they made mistakes by growing too fast, with too much money.

 

I sat on a couch listening to Tom, the chairman of the board of a large, multinational truck parts manufacturer, explain to me why the two previous consulting firms had been fired in the preceding months. He explained to me that despite the fact that his company was losing market share dramatically and burning cash, they could in no uncertain terms file for bankruptcy. Apparently, these two well-respected firms had both recommended filing for Chapter 11. At that point, they were fired by the CEO. I said to Tom, “If you hire me, I may come to the same conclusion. And I will be fired too. So, what’s the point? Let’s skip all of the drama. I don’t want the job.”

Tom was visibly upset. He said that he, along with the other board members and the principal owners, were very prominent people in the community. They were highly respected financial advisors and lawyers. If they filed for bankruptcy, they would lose tremendous credibility, not to mention that they would be embarrassed in their social circles. So, I told Tom, “I understand. If that’s the situation, then why don’t you just pay all of your bills? Just pay all of your suppliers and fix the company.” Tom became flustered and confused but his answer was very clear. “Oh no. We can’t do that. We’ve already invested too much money into this company.” Ahh, I see; he wanted to be respected but he didn’t want to act respectfully. Got it. He didn’t want to pay his suppliers but somehow he wanted to keep his company alive. Very interesting challenge.

At one time, this was a high-flying company, surrounded by many corporate and finance people who believed in vertical integration. They bought many companies, thinking they would generate “synergies” and economies of scale. Like many strategies that involve multiple acquisitions, they got it wrong. They typically underestimate how difficult it is to incorporate different cultures, different operating systems, and different processes. They also improperly assess senior managers for the roles of a growing company. A good manager of a small company or one division is not necessarily a good manager for a large company. The volume of information and people along the communication channel change. Some people can never adapt to the new environment. In the end, they spent too much money, went into too many different directions, and hired the wrong people to manage all of it. Now, with the lights fading, there was a group of rich guys trying to find a face-saving way out of this mess without putting up any more money.

Despite my reservations about their intentions, I saw this as a unique challenge. I thought maybe there is a way to look at this complex problem and find a way out of it that doesn’t involve filing for bankruptcy. I had one condition: that I be employed by the chairman of the board, Tom, and not the CEO. I didn’t want the same fate as the previous two consulting firms. I wanted full authority and access to find answers before I could be fired.

The next part of the challenge was with the senior lender to the company. The bank had much more collateral than what remained on the outstanding loan. The bank was smart and kept a close eye on this company. They had brought down the loan over the previous year to a manageable amount. Now, the company was falling apart quickly and was in default of the loan. At this point, they could foreclose on the assets, sell them and successfully collect 100% of the outstanding loan. From a banking perspective, that was the safe play. They were in a happy place when I phoned them to tell them I had been retained by the company. They laughed and told me that I would be fired in two weeks and that they were planning to foreclose in the coming week. I explained my contract and how I was insulated from being fired. I then asked them for a little bit of time to assess the situation. They agreed to two weeks. After that, game over: they would foreclose and 1,100 people would be terminated immediately.

My team and I assessed the four remaining divisions of this failed roll-up. We concluded that three were on life support, but one was stable and could be made very successful. The bank was owed $22M and the suppliers were owed $9M. We decided that we should immediately close three of the divisions. Concurrently, we would transfer some existing production work from the divisions we would close to the fourth location. We then would tighten the process at that remaining division and put new efforts in sales to build that business. In a typical business situation this would not be too complicated. It’s common. However, in this situation, with no additional capital, burning cash, and a restless banker, it would be very difficult. And, at the owners’ request, we had to do all of this outside of bankruptcy.

This was one situation where it might have been easier to execute within a bankruptcy process. Why? Because bankruptcy freezes all litigation and old debt. It allows you time to implement reorganization plans such as this one. The problem was that Tom and his cronies couldn’t handle the public embarrassment, so we came up with a plan to accommodate all of these pressing issues. Essentially, we would move as fast as possible…and beg, negotiate, and pray for a little luck. It wasn’t genius but it didn’t have to be. Sometimes when you are fighting off corporate death, you just have to be fast to get things done.

We presented the plan to the board of directors. In the plan, we showed a very fast, orderly wind-down of the business that included a systemic pay-down of the bank loan each week. We knew that we had to give the bank a reason to stay in this deal and assure them that the value of their assets would not decline in the process. Paying down the loan each and every week would let them reduce their risk systemically.

At the same time, we would have to transition out of customers, build products for them, collect receivables, keep some people employed, and find a way to pay suppliers without paying the old debt. And while doing all of this, we would also be selling anything and everything fast. We would do all of this simultaneously and pray we wouldn’t be pushed into bankruptcy by angry suppliers.

As a matter of law, three trade creditors can petition the court to have a company put into Chapter 11, to protect the assets and repay their debt. In short, we had to shred the business and keep it alive at the same time…with no additional capital and a credit facility that would shrink each week.

We