WAYNE B. FUQUAY, CTP

Education: Texas Tech University (Bachelor of Business Administration)

University of Dallas (Master of Business Administration)

Associations: Turnaround Management Association (Past National Director)

Houston Chapter Turnaround Management Association (Past President)

Association of Certified Turnaround Professionals (CTP)

Board of Directors Nursing Home Holding Company
Board of Directors Publishing Company
Board of Directors Truck
Body Manufacturer

Wayne Fuquay, CTP

Mr. Fuquay has consulted with publicly and privately owned companies for more than twenty-five years. He has operated his own consulting firm specializing in crisis and turnaround management for boards of directors and chief executive officers of manufacturing and service industry firms. He has over 30 years of experience in various senior management positions including: president and CEO of a $12 million public company in the GIS data conversion industry with two divisions; president and CEO of a $35 million structural steel fabricating company with three divisions; vice president and general manager of a $65 million wire manufacturing company with four divisions; president of a $12 million barge cleaning and repair company with major environmental contamination in the petrochemical service industry; Chief Restructuring Officer of an oil and gas E&P Company; and Chapter 11 trustee.

Mr. Fuquay’s activities include the following selected accomplishments:

Chief Restructuring Officer

Mr. Fuquay served as Chief Restructuring Officer of an oil and gas E&P Company with $ 32 million of assets in Northeast Texas. The Company had a 60-mile Hydrogen Sulfide pipeline, three operating leases with over 250 oil and Hydrogen Sulfide gas wells. The Company had been in Chapter 11 three months before his appointment as CRO. Organized and developed a data room for selling the leases via Confirmed Plan and Sec. 363 auction. Engaged an oil and gas marketing firm to solicit offers for the operating leases, conducted the auction and sold the properties in five months.

Chief Restructuring Officer

Mr. Fuquay served as Chief Restructuring Officer of a steel service and steel manufacturing company with sales of $45 million. The Company was guided through the bankruptcy filing process to plan confirmation in five months. The process included objections to use of cash collateral by the asset based lender, which the Court denied, and allowed the Company full use of cash collateral to continue operations. The debtor maintained collateral value throughout the bankruptcy by shipping $1.1million to $1.4 million of products per month and by selling one of the operating divisions. The result of the Confirmed Plan allowed secured creditors to be paid in full with a small recovery for the unsecured creditors.

Chief Restructuring Officer

Mr. Fuquay served as Chief Restructuring Officer of a $ 6.0 MM manufacturing Company of woven and molded brake linings used in draw works of rotary oil rigs and other industrial applications. The Company was guided through the bankruptcy process and had a Confirmed Plan in eight months. The assets were sold through a negotiated bid process approved by the bankruptcy court.

Chief Restructuring Officer

Mr. Fuquay served as Chief Restructuring Officer of a $ 10 MM manufacturing company of machined parts used by oilfield service companies in their down hole operations. Mr. Fuquay was appointed CRO after the Company had been in bankruptcy 60 days and assisted management in negotiations of the sale of the bank's claim to an investor, which resulted in a Confirmed Plan in eight months. The assets were assumed by the investor who bought the secured lender’s claim for about 50 cents per dollar.

Chief Restructuring Officer

Mr. Fuquay was appointed Chief Restructuring Officer of an oilfield service company, which had a very valuable tool joint patent pending and a small machine shop operation. The Company was able to move through the process of filing to Confirmed Plan in 90 days. The patent pending and manufacturing facility were sold via Sec. 363 sale to the Stalking Horse bidder.

General Manager

Mr. Fuquay served as Interim General Manager of an Oilfield Service Company with three locations, providing roustabout crews and equipment to oilfield production companies in South Texas. The Company also remanufactured and installed tank battery equipment and gas gathering pipelines. Funded significant increases in internally generated working capital required to support additional equipment and lease crews due to the growth of the market. Responsible for shrinking the lease crews when oil fell by $100/bbl in the last quarter of 2008. Operating profit was increased 1.5 times from the prior year.
 
President and Chief Executive Officer

Mr. Fuquay served as President and CEO of a $12 million NASDAQ listed data conversion company, serving the Geographic Information Systems industry (“GIS”). The Company received a notice from the SEC that it was out of compliance with NASDAQ listing requirements. Negotiated the redemption of $1.7 million of preferred stock liabilities for a cash payment of $251 thousand, generating debt forgiveness income of $1.4 million. The redemption of this debt resulted in the Company receiving a letter from the SEC evidencing compliance with NASDAQ listing requirement. In six months, increased gross profit by 10% or $432 thousand reduced indirect cost by $756 thousand and increased operating profit by $1.250 million. Net income for the last six months of the fiscal year was $956 thousand compared to a loss of $2.206 million for the first half of the fiscal year. Created a market environment that allowed the beneficial owner of two-thirds of the stock, to convert his $1.7 million senior secured debt and sell the shares for a significant gain. The fixed debt of the Company was reduced from $3.5 million to $196 thousand or by 92 percent. Reestablished the Company as financially viable, which allowed legitimate participation in bidding and awarding of long-term, data conversion contracts for the utility industry.
 
Chapter 11 Bankruptcy Trustee

Mr. Fuquay served as Chapter 11 bankruptcy trustee of a manufacturer of land leveling and road construction equipment which had been in bankruptcy for three years with sales of $8.9 million and adjusted assets of $3.4 million. Identified $3.2 million of obsolete inventory and uncollectible receivables, cleaned-up the environmental exposures, documented financial irregularities, obtained judgments of $1.4 million against former management and recovered fraudulently conveyed assets of the estate. The company was returned to profitability, and the assets were sold to a strategic buyer who continues to operate the company.
 
Turnaround Manager and President

Mr. Fuquay served as turnaround manager and president of a $12 million petrochemical barge cleaning and repair company, which had litigation for control of the company between the shareholders and was under a Texas Natural Resources Conservation Commission Directive (TNRCC) to commence environmental corrective actions. Increased gross margins through a combination of price increases and productivity improvements, which provided the financial stability to settle the shareholder litigation and pay for the environmental remediation and corrective actions required by the TNRCC. The company used the environmental clean-up to develop a market strategy to position the company as the only environmentally compliant company serving the industry.
 
Consultant to the President

Mr. Fuquay served as a consultant to the President of a $13.0 million contract manufacturer of steel assembly parts with a proprietary product line of oil field products. The company had lost $2.2 million year-to-date, owed vendors $1.6 million, had accounts receivable of $900 thousand and a significant backlog of items with missed ship dates. Implemented a production schedule to build out WIP to catch up with the backlog schedule, established a payment schedule with vendors and implemented a COD program to stay current on all purchases to secure the confidence of the vendors, pushed excess and slow moving inventory into the market, increased productivity, implemented a 12-week rolling cash flow and reporting plan, kept secured debt current and returned the company to stable operating condition in six months.
 
Consultant to the Board of Directors

Mr. Fuquay served as consultant to the Board of Directors and President of a $11.0 million steel service center and steel scrap processor. Coordinated the company’s relationship with its secured lender throughout the process of moving the credit to an asset based lender. Developed and implemented a strategy to sell the scrap processing division to a strategic buyer, which significantly improved EBITDA and allowed the line of credit to be moved.
 
Consultant and Financial Advisor to the Chief Executive Officer

Mr. Fuquay served as a consultant and financial advisor to the Chief Executive Officer and Board of Directors of an E&P company which was in default of $100 million bond offering payment. Aided the company with the pre bankruptcy planning, bankruptcy filings, cash collateral order, analysis of the PV 10 write down of long lived assets, assessment of current production and AFE programs and cash flows to support production. Identified numerous financial irregularities and preferences for the Board.
 
Interim General Manager

Mr. Fuquay served as interim general manager responsible for finance and administration of a gasoline trading company with annual sales of $700 million during an out-of-court restructuring with its major creditor. Reorganized the accounting department and brought the accounting records current from being nine months behind in closing the books, instituted controls on inventory to verify balances by dipping the tanks in five terminals with 1.5 MM barrels capacity, instituted third party verification of exchange receivable balances and implemented daily reporting controls for inventory trading and hedging activities.
 

Mr. Fuquay served as interim general manager to coordinate the disposition of a $3.5 million specialty machine shop serving the steel plate roll and oil field service industries. Developed a prospectus, solicited bids and negotiated a purchase agreement to sell the assets to a strategic buyer which continued to operate the business. Used the proceeds from the sale of assets to settle all litigation, negotiate a settlement of all payables and increased the recovery of the owners in excess of $600 thousand over the liquidation estimates.
 
Consultant and Liquidating Plan Agent

Mr. Fuquay served as consultant and Liquidating Plan Agent of a $23 million contract machine shop and gas equipment leasing company in bankruptcy. Liquidated the Company’s gas equipment leasing division outside of bankruptcy and negotiated settlement of $110 thousand of unsecured debt for $30 thousand. Qualified an auction company to sell the personal property of the debtor and sold the real property of the debtor on a “where-is, as-is basis”.
 
Consultant to President

Mr. Fuquay served as a Consultant to the President to restructure a small publishing company’s debt. The Company lost one-third of its revenue over the past five years due to a change of distribution in the limited print market, and the inventory was significantly overvalued. The inventory was appraised for fifteen percent of its gross book value. The Company had a $2.0 MM line of credit with a NY Bank. Due to the inventory appraisal, the line of credit was re negotiated yielding $1.25 MM of debt forgiveness of the credit line. The Company’s largest unsecured creditor issued a credit for half of its $500 M debt for $250 M forgiveness of debt. The sub debt holders were convinced to convert their sub debt to warrants, which reduced the debt another $ 495 M. Resulting in total debt forgiveness income of $2.245 MM. The Company had Net Operating Loss carry forward credits to offset the debt forgiveness income.