Corporate Board of Directors Candidate

Special Skills in Finance, Corporate Governance, Business Ethics & Turnaround Management

Interim Turnaround Manager, Turnaround Manager, Project Manager, Temporary Manager, Transitional Manager, Crisis Manager, and Corporate Director Candidate for any field of business where a knowledgeable operational and financial professional is needed.

Interim Management, Turnaround Specialist, Turnaround CEO, Interim Manager, and Project Manager services available nationwide and worldwide.

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Profile of Corporate Director Candidate

Don Coker is an experienced banking and finance professional manager with forty years of successful business experience and who has served in various high-level executive and board of directors positions, and in governmental regulatory agency positions. Since 1986, he has served as a consultant to corporations, financial institutions, law firms, and governmental entities, domestic and foreign.

Mr. Coker is recognized as a skilled Turnaround Manager, Turnaround CEO, and Turnaround Specialist who has built a formidable knowledge base on the foundation of his many years of hands-on operational and management experiences and training.

His management experience and training include Citicorp, Ford Credit, and entities that are now Bank of America, Citigroup, Bank One/JPMorgan Chase Bank, and AmSouth/Regions Financial.

Mr. Coker is adept at identifying low-performing business units and activities, and shifting a corporation's focus to more profitable and promising ventures.

In addition, Mr. Coker is skilled at streamlining and restructuring corporate entities and their staffing so that they function more efficiently and profitably.

Mr. Coker has extensive experience in troubled debt restructuring, workouts, commercial real estate collateral repossession and marketing, and the favorable liquidation of all types of collateral.

As a lender to troubled corporations, and as an interim turnaround manager assigned with the responsibility of restructuring troubled businesses, troubled debts, and troubled commercial real estate properties, Mr. Coker has excelled each time, winning the praise of governmental regulators and others.

Mr. Coker's management experience includes the management of multi-state and multi-function operations involving hundreds of employees.

He has exceptional experience in all areas of banking, corporate finance, mortgage banking, real estate, international matters, turnaround management, and many related areas including over two years consulting as a governmental financial institution regulator.

As a successful corporate lender for many years, Mr. Coker gained valuable insight into the operations of all types of businesses, and has used this experience and insight in his consulting career.

As highlighted by his being chosen by the governmental financial institution regulators for two high-level interim management engagements that spanned over two and one half years and involved responsibility for over $1.8 billion (in 2008 dollars), plus his other regulatory oversight experiences, Mr. Coker is considered by the governmental financial institution regulators to be not only a skilled turnaround manager who can solve problems and increase shareholder value, but also knowledgeable in corporate governance issues and an expert on ethics matters involving financial, corporate, and business issues.

Mr. Coker is a court-recognized expert in finance, management, operating policies & procedures, and business valuation, having been engaged by numerous major law firms to assist them as an expert witness consultant in over 390 cases nationwide. He has testified 98 times nationwide as an expert in banking, business, valuation, financial, regulatory, real estate, and related matters.

Mr. Coker's clients have included 8 of the top 10 banks in the United States, over fifty banks total including 10 of the top 45 banks in the world, foreign banks, 8 of the top 10 mortgage banking companies in the United States, and major corporations such as Walmart, Sears, IBM, Microsoft, State Farm, St. Paul Travelers, Ford Motor Credit; and governmental entities such as the FDIC, IRS (7 times), FSLIC, FHLBB, Federal Reserve Bank, RTC, Department of Education, U.S. Air Force, U.S. Agency for International Development; and foreign governmental and corporate clients such as the International Accounting Standards Board (London), Ukrainian Accounting Reform Project, World Bank, United Nations Conference on Trade and Development, Tanzanian Revenue Authority, and many others. Of the top 250 law firms in the United States, 32 have engaged Mr. Coker as their expert witness consultant.

Countries for which Mr. Coker has provided expertise in one form or another include the United States of America, Canada, Mexico, Venezuela, Cuba, United Kingdom, Russia, Ukraine, Greece, Moldova, Belarus, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan, Tanzania, Benin, Cote d'Ivoire, and many others.

As a corporate lender, mortgage banker, and consultant, Mr. Coker has provided reliable financial and management service and advice to corporations for forty years.

By possesssing superior business valuation and asset valuation skills as well as proven management skills, Mr. Coker is capable of quickly determining which activities are of value to a business and which activities are not, and quantifying these activities in terms of how they affect the value of the enterprise. This is a basic step in increasing enterprise and shareholder value.

Similarly, Mr. Coker is adept at improving workflow procedures that increase efficiency and improve cash flow.

Mr. Coker possesses the experience, clarity of thought, integrity, communications skills, and discipline required to turn difficult management situations into manageable ones.

No management assignment is considered too challenging to undertake.

Mr. Coker's education includes:

  • University of Alabama, BA.
  • University of Alabama, post-graduate work.
  • University of Houston, post-graduate work.
  • Southern Methodist University, executive education work.
  • Spring Hill College, masters-level work.
  • Harvard Business School, Certificate in Business Valuation.

Mr. Coker serves clients nationwide and worldwide from his northern metro Atlanta, Georgia USA office.

Entire Website © 2008 - 2009 by Don Coker

Related Links

 

Board of Directors Experience:

Over ten years experience working with Boards of Directors:

Served one year on the board of directors of a financial institution that is now a part of Bank of America, including membership on several committees including the Executive Committee, Loan Committee, Audit Committee, and as a Pension Fund Trustee.

While serving as a high-level banking regulator, received extensive training in Board of Directors' responsibilities and procedures.

As a banking regulator serving for over two years as the Regulatory Supervisory Agent for a large insolvent financial institution, attended all board meetings of the institution and their mortgage banking subsidiary, which was the largest FHA Title I lender in the country with offices located in ten states coast to coast.  Actively involved in Fannie Mae and Freddie Mac sales and servicing issues.  Had approval authority over all board actions.

As a banking regulator serving for over two years as a Regulatory Supervisory Regulatory Agent for a medium-sized insolvent financial institution, attended all board meetings of the institution and their mortgage banking subsidiary.  Actively involved in Fannie Mae and Freddie Mac sales and servicing issues.  Had approval authority over all board actions.

During a five-year period, served as a senior-level manager and frequently attended Executive Committee and Loan Committee meetings at First Federal Savings and Loan of San Antonio (now Guaranty Bank), Gibraltar Savings (now Citigroup), and Southwest Bancshares Mortgage Corp. (now JPMorgan Chase Bank).

Corporate Director Candidate Profile

Don Coker's Representative Client List

Banking:

The World Bank
Citigroup/CitiFinancial
Bank of America
Bank of America - Canada
NationsBank
Bank One (now JPMorgan Chase Bank)
Chase Home Loans
Wachovia Bank
First Union Bank
Firstar/U.S. Bancorp
Washington Mutual Bank
SouthTrust Bank
Wells Fargo Bank
Wells Fargo Mortgage Corp.
National City (Bank) Corporation
MBNA America Bank
Citizens Bank of Pennsylvania
Royal Bank of Scotland Group, plc
Credit Suisse First Boston Mortgage Capital
Flagstar Bank, FSB
First National Bank of San Marcos, TX
Banco Industrial de Venezuela
Bank of Oklahoma
Southern Security Bank
First National Bank of Palm Beach
First Bank, Tallahassee, FL
Sunbelt Savings (now Bank of America)
Sunbelt Federal Bank
Bancomer, S.A. (Mexico)
Bluebonnet Savings
Standard Pacific Savings Bank
First National Bank of Brewton
Southeast Bank of Miami, FL
Barnett Banks, Inc.
Bank of the Southwest
Community National Bank, Midland, TX
Northshore Bank, TX
Bank of Bentonville, AR (Owned by Walton Family)
Priority Bancorp
PanAmerican Bank
KeyCorp
Iowa Trust
Banco Bilbao Vizcaya Argentaria (Bilbao and Madrid, Spain)
Tanzania Institute of Bankers
Bank of Tanzania (central bank)
Federal Reserve Bank of Atlanta
Goldome Realty Credit Corp.
Western Gulf Savings & Loan (now Wells Fargo)
American Savings & Loan
William E. Wood & Associates (Towne Bank, VA)
EDS - BEI Golembe Consultants
Bank Insurance and Securities Association

Governmental:

FDIC
Resolution Trust Corp.
Federal Savings & Loan Insurance Corp.
Federal Home Loan Mortgage Corp.
Farm Credit Bank
U.S. Department of Education, Inspector General's Office
Internal Revenue Service, U.S. Treasury Department
U.S. National Library of Medicine, National Institutes of Health
State of Texas, Savings & Loan Department (Regulators)
13 Municipalities in CA and CO
Tanzania Revenue Authority
United Nations Conference on Trade & Development
U.S. Agency for International Development (Washington, D.C.; Kiev, Ukraine; Moscow, Russia)
U.S. Air Force (Guantanamo Bay, Cuba) Judge Advocate General's Corps Office of Special Investigations
New York Governor George Pataki's Office of Regulatory Reform

Insurance:

AIG
CNA
St. Paul Travelers Insurance
Travelers Casualty & Surety Company of America
Liberty Mutual Insurance Co.
Acadia Insurance Co.
Erie Insurance Group
Employers Mutual Insurance Co.
Physicians Mutual Insurance Co.
Physicians Life Insurance Co.
State Farm Insurance Co.
Military Premium Managers
Reliance Insurance
International Transport Intermediaries Club, Ltd., UK
North River Insurance Co.
American Casualty Insurance Co.
National Union Fire Insurance Co.
Continental Casualty Insurance Co.
Lloyds of London, UK
Crum & Forster Managers
Xerox Financial Services
Thomas Miller & Company, UK

Corporate:


Ford Motor Credit Company
Cisco Systems
Microsoft
IBM - Lotus Development
Kawasaki
Intuit, Inc.
Walmart Stores
Taylor, Bean & Whitaker Mortgage Corporation
Fraud Discovery Institute
Doral Mortgage Corp.
Ambassador Mortgage
Security Properties
McGladrey & Pullen, LLP (CPAs)
Prentice Hall Publishing
Central Financial Services
NAPA Auto Parts
Pioneer Financial Services
Sansbury Ace Hardware
Madison Equity Mortgage Co.
Darryl's Restaurants
Bosler & Hashioka Developers
Sears
Scorpion International Services, S.A., (Athens, Greece)
Heritage Motels. Inc.
Sunrise Gardens Apartments, Las Vegas, NV
Barron's Educational Software
Anco Merchandising
Operative Plasterers & Cement Masons International Association
Network Software Associates
Calco Aerospace
Midwest Merger Management
Education Central, Inc. (USVI)
Ruby Tuesday
Remington Investments
Inverelle, Inc.
Alpha Software
Phivos Karnaos (London & Moscow)
Simon & Schuster Publishing
The King Edward Inn (Canada)
Jancik Concrete Specialties
Keytronics
Concord Boat Corp.
NBI Software
Houlihan's Restaurants
Sprint/Nextel
Ukrainian Accounting Reform Project (Kiev, Ukraine)
International Accounting Standards Board Foundation (London)
Stanford Carr - Ewa Development Company (Hawai'i)
Royster-Clark Agribusiness
American Consolidated Credit
Specialty Motor Cars
George B. Kaiser, Forbes 400 List
ButtonWare Software (PC Calc+)
Fillette Green Shipping
Zapadnoe Koltze (Moscow, Russia)
Benchmarking Partners
Gary Tharaldson, Forbes 400 List
Boston Credit Corp.
Dr. Richard Dombroff
Morrison's Cafeterias
Transcontinental Products & Services
Reynolds Lumber Company
Broderbund Software
Marchese Chevrolet
Surgency
Westat
Computer Associates
AvtoVAZ (Russia's largest car company - LADA automobiles)
AutoVAZBank (Tagliatti, Russia)
Import Specialists
Timeworks Software
Fleming Electric Co.
WordStar
Christian Bay Shipping Company
Cliff's Notes Publishing
DataEase International
CreditCare Credit Counseling
AddStor Software
Olympic Cube
Kilimanjaro International (Africa)
Chemonics International
Institute for Stock Market and Management (Moscow, Russia)

This website will be augmented as time permits. In the meantime, please refer to Mr. Coker's Curriculum Vitae which is incorporated into his Bank Consulting website which is linked below.

Some of the services offered include:

Board of Directors
Business Ethics
Chief Executive Officer
Corporate Governance
Director
Ethics
Financial Ethics
Interim Manager
Project Manager
Transitional Manager
Troubled Debt Restructuring
Turnaround Manager
Turnaround CEO
Turnaround Specialist
Crisis Manager
Corporate Restructuring Specialist


Entire Website © 2008 - 2009 by Don Coker

Knowledgeable in the requirements of the Sarbanes-Oxley Act of 2002, including:

•  Sarbanes-Oxley Section 302 – Signing and certification of financial statements.

•  Sarbanes-Oxley Section 401 – Financial statement accuracy and off balance sheet liabilities.

  Sarbanes-Oxley Section 404 – Internal controls and procedures.

•  Sarbanes-Oxley Section 409 – Material changes in financial condition and operations.

•  Sarbanes-Oxley Section 802 – Accuracy of records and record retention.

Knowledgeable in the valuation of businesses, business units, tangible assets, intangible assets, patents and other intellectual property assets.

Knowledgeable in all areas of corporate finance.

Knowledgeable in net present value, discounted cash flow, and all other important financial and valuation calculation methodologies.

Knowledgeable in financial workouts and organizational restructuring.

Former Board of Directors Executive Committee member.

Former Board of Directors Loan Committee member.

Former Board of Directors Audit Committee member.

Former Board of Directors Pension Plan Trustee.

Former governmental banking regulator.

Consultant to governmental banking regulators.

Consultant to many major corporations and over fifty banks.

Ability to cut through irrelevant extraneous material and get to the gravamen of a problem or situation.

Superb communications skills.

Widely published.

Unquestioned ethics and the discipline to speak up when necessary in order to insure compliance with the highest ethical standards.

Ability to travel to any location nationwide for Board meetings.

 

Interim and Temporary Management Situations:  Turnaround Management, Restructuring Management and Crisis Management

Turnaround Management, Interim Management, and Crisis Management situations are often the most challenging management jobs in the entire realm of business. By their very nature, they deal with problems that have confounded previous managers.

Turnaround Management situations arise due to problems that have already been encountered within an organization, and an experienced professional manager is required in order to manage the company through the problems and return it to a more normal operating mode. Providing effective management in the face of serious problems is quite different than a normal management job. The presence of problems impacts every aspect of management, and a typical manager who may perform well in a normal management environment is not equipped to deal with this situation.

Interim Management situations may or may not involve extant problems but definitely involve being thrown into a management situation on short notice and for a short or indefinite tenure. The presence of an Interim Manager always creates apprehension on the part of most, if not all, employees which makes the management job even more difficult.

The goal of an interim management assignment may be to guide the organization toward a specific goal, or it may be to actually determine the goals that need to be achieved and then start working toward their achievement.

Crisis Management is interim management but usually for a shorter term and for the purpose of dealing with a specific unexpected event, often catastrophic. Quite often, a corporation’s response to a true crisis is driven by public relations personnel who are ill equipped for such a task and lawyers. What is missing is a clear and unbiased view from a knowledgeable and experienced professional outside the corporation who understands what must be done to address the situation so that the bleeding is stopped and the healing can begin. In these situations, a Crisis Manager can either take over management or else provide valuable assistance and advice to existing management.

There is no formula for establishing a successful Turnaround, Interim, or Crisis Management program since each one is very different. All that can be said about the Turnaround, Interim, or Crisis Management process in general is that in the macro sense, it follows the pattern that applies to virtually all management situations:

1. You begin with an idea of the desirable acceptable goals.

2. You make an assessment of where you are.

3. You formulate a plan for reaching your goals.

4. You implement and execute your plan.

In that simplistic regard, Turnaround, Interim, or Crisis Management sound like regular old everyday management, but they indeed are not. They involve a whole set of problems about which managers in normal situations only have nightmares.

For example, consider each of the four steps just listed:

•  What are acceptable goals if you have a corporation that is in such bad financial shape mathematically that it could not possibly pull out of the hole it has worked itself into?

•  How can you accurately assess where you are if your reports and employees think that you are interested in slashing their jobs?

•  Given the failure of the company in general and the employees and officers to achieve acceptable results in the past, how can their skills be relied upon to reach a new set of goals?

•  Similarly to the previous problem, even if the employees and officers do possess some skills, how can you expect to effectively implement and execute a plan for recovery if the organization and its officers and employees have a past record of failing to use their job skills to achieve acceptable positive results?

These are but a few of the unique and complex problems that make a Turnaround, Interim, or Crisis Management situation one that calls for special management talents.

Think about the incredible set of skills that a Turnaround Manager, Interim Manager, or Crisis Manager must possess in order to be successful:

1. Solid management skills that include not just routine management experience but also proven abilities to plan, manage and lead successfully in a turbulent situation.

2. Vision that encompasses the various interests of stockholders, management, employees, creditors, and possibly regulators.

3. Analytical skills and deep experience to quickly size-up problems, face them, and extinguish them.

4. Analytical skills to quickly determine what changes need to be made in the organization.

5. Diplomatic skills to obtain the cooperation of management, employees, creditors, stockholders, and possibly regulators and others needed to implement change strategies.

6. Personal character, ethics, integrity, discipline, charisma, initiative, and courage to act as “an army of one” when necessary to implement needed changes.

7. Availability to begin the job on extremely short notice, provide the management services onsite, and serve for a flexible but possibly an usually short period of time.

   • • •

Don Coker possesses these characteristics and is willing to discuss your Turnaround Management, Interim Management, or Crisis Management needs in the strictest confidence.

Mr. Coker has an established record as a highly respected management and financial professional. With experience and training at such prestigious institutions as Citicorp, Ford Motor Credit, entities that are now JPMorgan Chase Bank, Citigroup, and AmSouth, as well as a governmental financial institution regulatory agency, Don Coker possesses a truly unique background that provides a strong foundation for the mastery of any management task, no matter how difficult.

His wide experiences in business valuation, corporate finance, and management provide him with a unique position to see how organizational changes can translate into improvements in cash flow and corporate value.

Mr. Coker is a court-recognized expert in finance, management, operating policies & procedures, and business valuation, having been engaged by numerous major law firms to assist them as an expert witness consultant in over 390 cases nationwide. He has testified 98 times nationwide as an expert in banking, business, valuation, financial, management, regulatory, and related matters

In every position that he has held in his 40-year career, Mr. Coker has instituted significant improvements in operations, efficiency and profitability. These unusual abilities were of particular importance during a period in the late-1980s Texas banking meltdown when Mr. Coker was tapped by the governmental financial institution regulators as a consultant to simultaneously run two insolvent Texas financial institutions (each with its own mortgage banking company) with $1.8 billion in gross assets (in 2008 dollars), one third of which were foreclosed or in default. The operations at both were improved to the point that one institution was merged into Wells Fargo, and the other was partially sold off on Wall Street and the rest favorably liquidated. Governmental financial institution regulators and others considered the outcomes at both institutions to be very favorable under the unfortunate circumstances.

In addition to his extensive experience with financial institutions, Mr. Coker also has significant experience with all other types of businesses through his role as a corporate lender and as a consultant.

Also in his corporate lending capacity, Mr. Coker has a great deal of positive experience with turnaround and workout situations that stem from troubled loans made by others. His skills are transferable and useful in any challenging management situation.

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Managing Troubled and Failed Banks for Maximum Advantage

By Don Coker, Banking, Management, Valuation, Economic & Real Estate Consultant

And, we're back ...!

Remember the banking meltdown of the mid-1980s to mid-1990s?  Here we are twenty years later, except that this time, the vexing problem is single-family residential financing instead of commercial real estate financing.

Institutional Management Considerations

When a financial institution encounters a high volume of problems with a particular loan type or with their entire portfolio, then the institution has to be managed in a highly specialized way in order to address the unique problems with the portfolio.  It is not logical to expect that the management that brought the financial institution to its present troubled condition will have the objectivity and the ability to shift gears and properly manage the financial institution and its problems in a manner that will allow it to survive.  This is when an experienced interim financial institution manager must be brought in.

Identifying Desirable and Undesirable Assets

From the first day, the interim manager must undertake the matter of getting a handle on the quality of the assets contained in the various segments of the financial institution’s asset portfolio.  For example, today many institutions have decent quality loans to consumers, businesses, and perhaps also to commercial real estate owners, but have clearly recognizable problems in their single-family, construction, and acquisition and development loan portfolios.  The nature and severity of these problems must be estimated, and a plan established and implemented to capitalize on the institution’s strengths and to mitigate and shore up its weaknesses.

As one small example that often works, it is sometimes desirable to rent out REO and OREO rather than let them sit, incur tax, insurance, and maintenance expenses, and physically deteriorate without producing any financial return at all.  And sometimes, the residential renters turn into purchasers down the line.  I have successfully implemented the same renting practice for commercial properties as well.  It depends on the circumstances.

A realistic net present value analysis is useful in making these decisions.

Identifying Who is a Part of the Problem

Another decision area that has to be addressed beginning the first day on the job is the matter of which personnel stay and which ones have to leave.  This can best be accomplished by an interim manager brought in to run the institution since he or she will not have any established relationships with the staff that would affect his or her decisions.

Some employees will have an unreasonable attachment to and expectations for some of the troubled assets, usually those assets that they originated.  Some employees will refuse to accept that their institution has hit the wall and expect the entire unpleasant situation – including the new interim manager – to simply go away, therefore viewing you as a nuisance.  And some employees simply have poor judgment, poor business skills, a poor attitude, and a poor work ethic.

These employee decisions have to be made regardless of the intended future of the institution.  Even if the assets of the institution are to be sold off and the institution closed, people who are a part of the problem will be a hindrance in managing the institution and the assets and getting things cleaned up to the point that the assets can be sold.  And if the entire institution is to be sold or merged, stripping out the obvious problem personnel beforehand will help facilitate the sale since a purchaser will certainly bring in its own management team that understands the purchaser’s goals and systems.

“Live or Die” Decision

At some point, a decision has to be made as to whether the institution can be salvaged.  While the interim manager may have some input into this decision, the actual decision usually will be made by the governmental regulators.

Keep in mind that in light of the Bear Stearns bailout, Fannie Mae bailout, Freddie Mac bailout, AIG bailout, $700 billion subprime loan bailout, auto industry bailout, and who-knows-what-else-bailouts, it is unlikely that any federal funds will be available to fund a bailout of an institution today.  This means that the bank has to be reconstituted into a functioning and workable institution by making prudent adjustments to the present assets and liabilities as well as to assets and liabilities that are added during the reconstitution period.

This does not mean that a new alchemistic accounting trick has to be developed and applied, but rather that Adam Smith-style supply-and-demand and return-on-investment principles need to be reintroduced into the system.  How much income will this asset produce over its likely life?  What value does this asset’s anticipated income stream and residual value have to a likely purchaser?  Where are the funds going to come from to purchase this investment?

Regulatory Interface

In addition to all of the aforementioned mountainous jobs, the financial institution’s interim manager must interact with the various regulators that have an interest in the bank’s welfare.  This is no small task since it is common for an institution to be operating under a Cease & Desist Order issued by the banking regulators and specifying various items that the institution must address by certain dates.  These items might include an assessment of the bank’s staffing and management, maintenance of Tier I capital, reduction of delinquencies, write-offs, creation of a business plan, creation of a plan to reduce exposure to certain problem loans, creation of an ethics policy, etc.

Summary

Managing a troubled or failed financial institution is a tough and lonely job not recommended for the inexperienced, weak or timid.  It requires immense experience, imagination, credibility, a sense of strategy, ethics, and a personality that is oriented toward action.

About the Author – Experienced Interim Manager Don Coker

Don Coker is a heavily experienced financial institution management professional and former high-level governmental banking regulator who was previously chosen by the banking regulators to serve as an interim manager and in regulatory oversight positions.  Based upon extensive experience and achievements in banking and lending at Citicorp and entities that are now Bank of America, JPMorgan Chase Bank, and Regions Financial, he was chosen to serve as the on-site supervisory regulatory agent interim manager for two insolvent financial institutions and two bank-owned mortgage banking institutions.  Duties included the hands-on management of $1.8 billion (2008 USD) in assets including hundreds of millions of dollars in troubled assets, and participation in the review and recommendation of various recapitalization, restructuring, and merger plans. 

Mr. Coker also was called upon by the governmental banking regulators to serve in regulatory oversight positions for various insolvent institutions under the supervision of the banking regulators.  In addition, Mr. Coker has been called on numerous times by the governmental banking regulators as well as the IRS to serve as their expert witness consultant in various banking litigation matters.

Mr. Coker is active in litigation consulting, serving as an expert witness consultant in over 390 cases since 1989, and has testified 98 times.  He has been engaged by hundreds of law firms including 32 of the country’s top 250.  In addition, he has been engaged by 8 of the country’s top 10 banks, over 50 banks worldwide including 10 of the world’s top 45 banks, and 8 of the country’s top 10 mortgage banking companies.

In addition to litigation-related work, Mr. Coker is active in performing business valuations, patent and other IP valuations, core deposit valuations, feasibility studies, marketing studies, business plans, anti-money laundering consulting, and advising investment funds on banking matters.

Mr. Coker’s work has involved clients in 25 countries and work covering over 50 countries.  He serves clients worldwide from his office in the northern metropolitan Atlanta area, and can be reached at Bankexpert@cs.com or at (770) 852-2286.

Entire Website © 2008 – 2009 By Don Coker

A Primer on Business Valuation

Even though some of the largest cases that attorneys handle involve valuing an entire business, very few attorneys can intelligently discuss business valuation. The subject is not a part of a typical law school curriculum.  Consequently, many attorneys and others feel that appraising a business and appraising a piece of real estate (a process with which most people in the business world are familiar) are the same process. The truth is that there are a few very basic overlapping theories of value, but few similarities beyond that.

Methods for Valuing Businesses

There are many methods for valuing a business due to (1) the unique nature of each business, and (2) the purpose of the valuation. Here is a rundown of a baker's dozen of the most common approaches to value:

Market Comparison Approach - Compares the market value of the subject business with that of similar businesses. While this may seem similar to the market data approach used in real estate valuation, the business valuation process is much more difficult since there is no common yardstick for measurement, such as dollars per apartment unit or dollars per square foot of rentable office building, shopping center, or warehouse space.  Instead, you only have the equity (net worth) of the businesses, and the concomitant problems of variations in levels of equity, relative size of the businesses, locational and market differences, differences in the level and quality of services or products offered, and other unique features of each business that require prudent adjustments in order to result in meaningful value numbers.

Replacement Value Approach - Measures value by determining what it would cost to replace the assets and business processes used by the business today. Differs from the Market Comparison Approach in that this approach deals with acquiring the parts that make up the whole business rather than looking at prices for the entire business, as does the Market Comparison. Often used in settling insurance claims.

Future Net Operating Income Approach - Uses the present value of reasonable future net operating income. Useful for a prospective purchaser whose chief interest is the business's future net income. Due to the speculative nature of this approach, great attention must be given to the bases for the projections of future revenues and expenses. Likewise, the rate at which those future earnings are discounted to a present value must be sound.

Historical Net Operating Income Approach - Takes the actual net income figures for the last few years and capitalizes them into a value figure. Any factors that caused any year to have higher or lower than typical earnings must be considered and adjusted.

Going-Concern Value - Basically the value of a company as an operating entity. Often used in conjunction with other approaches in order to determine a residual goodwill amount (i.e., organizational value).  Often used in income tax valuation situations.

Liquidation Approach - The reasonable prices for the various assets or business entities that make up the business are calculated and totaled. Assumes that the master entity is ceasing to carry on business and is selling its parts in the most advantageous manner. Often applied to businesses that have a strong underlying asset value but a poor earnings performance record.

Formula Approach - Earnings, dividends, and book value are considered in this approach and weighted in accordance to their appropriateness to the particular company under consideration and their importance to the acquirer.

Capitalization of Dividends Approach - Looks upon an acquisition more as an acquisition of an investment security that will be held indefinitely. While it is a unique and limited approach, it is appropriate for some circumstances, and can be used as an indicator of value for consideration in some difficult evaluation cases.

Debt-Free Approach - Permits an analysis of the company's operations without consideration to the present debt structure. Allows a prospective purchaser who might acquire the business and pay off the existing debt to see what the business might be worth under those circumstances.

Reconstructed Capital Structure Approach - Similar to the Debt-Free Approach, this methodology allows a prospective purchaser to see what a company would be worth with different capital and debt structures.  Typically, several competing debt and equity structures will be examined and compared.

Capitalization of Future Cash Flow Approach - When there are large non-cash deductions from income and when the owner or acquirer is more interested in long- term growth of his or her investment, this approach might be more meaningful than the capitalization of past or anticipated net income.

Capitalization of Historical Cash Flow Approach - Actual cash flows over the most recent years are capitalized. Assumes that the business will continue to operate in the future as it has in the past.

Adjusted Book Value Approach - Starts with the company's most recent financial statement. Then the values of the assets and liabilities are adjusted to reflect current values rather than historical values that may be inaccurate from a market value stand-point due to depreciation deductions, increases in asset value, collectability, payment terms, etc.

Tax Value Approach - In valuing a business's taxable real and personal properties for ad valorem tax purposes, it is typical to rely more heavily upon the assessed values of other similar properties than you would otherwise consider. Real estate is part of a business, but generally is not valued separately - except in special circumstances, such as where a business has excess real estate that has a significant market value and is capable of being sold separately without negatively impacting the remaining operations of the business.

How Not to Value A Business

Financial Statements - Do not rely on the stockholders' equity or net worth figure on the company's financial statements.  They are only useful as a starting point.  Some assets, such as real estate, are probably carried at depreciated values that are lower than their market value. The financial statement may contain some intangible assets that are incapable of being sold separately.

Spreadsheet and Mathematical Models - Do not use a comparative spreadsheet model, or an economic consultant that relies on one. Many analysts (MBAs are notorious for this) think that they can simply develop a clever spreadsheet model, insert the appropriate inputs, and voila, a value figure pops out like a piece of toast. This weak methodology does not allow for the many differences that probably exist between the subject and the companies used as a basis for setting up the comparative spreadsheet.

In-House Hired Help - If the valuation issue with which you are dealing could possibly go to trial, do not use an in-house person from the company or bank as your expert. You will never convince a jury that the person has any objectivity or would be capable of voicing any opinion that was contrary to the interest of his or her employer.  Spend the few bucks it will take to obtain a credible estimate of value.

CPAs - Do not use a CPA to value a business. Their service is accounting, which is basically making sure that numbers track and go in the right places.  This is totally different from determining value.  It just so happens that the financial statements that they produce have a net worth figure, but it was explained supra that these figures cannot be relied upon as meaningful indicators of value until they have been subjected to numerous adjustments that are beyond the scope of a CPA.

This copyrighted article may not be duplicated, altered, distributed, saved, incorporated into another document or website, or otherwise modified without the author’s permission.

About the Author

Don Coker is a Banking, Management, Valuation, Economic and Real Estate Consultant with over forty years’ experience in banking and financial economics.  Mr. Coker has served in various high-level banking, credit, and mortgage banking positions, as a high-level governmental financial institution regulator, and as an expert witness (over 430 cases and 106 testimonies for plaintiffs and defendants nationwide), and as a consultant to financial institutions, attorneys, CPAs, corporations, insurance companies, and governmental entities nationwide and worldwide.

Based upon his extensive business valuation experience gained as a corporate and commercial real estate lender and mortgage banker, he has been engaged for business valuation engagements throughout the country and internationally.

In addition to business valuations, Mr. Coker has been called on numerous times – including 7 times by the IRS - to evaluate intangible assets, patents, and other intellectual property assets.

Mr. Coker has been engaged by 8 of the country’s top 10 banks, over 60 banks worldwide including 12 of the top 45 banks in the world, 8 of the country’s top 10 mortgage banking companies, and 34 of the country’s top 250 law firms.

Mr. Coker has been an independent consultant since 1986, is widely published in many fields of finance, banking, management, business valuation, real estate, and other areas, is often sought out by the press for comments on current issues, and is listed in Who's Who in America and Who's Who in the World.

Mr. Coker serves clients worldwide from his office in the northern metropolitan Atlanta, Georgia USA area.

Entire Website © 2008 - 2010 by Don Coker

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Articles by Don Coker

 

Click on this link to read:  "Check Scam Fundamental Considerations"

http://www.hgexperts.com/article.asp?id=6673

 


  

Click on this link to read:  "Fraud and Litigation Involving Real Estate Closings, Closing Protection Letters, and Title Insurance Industry Standard Practices and Procedures"

http://www.hgexperts.com/article.asp?id=6632

 


  

Click on this link to read:  "What Went Wrong at Fannie Mae and Freddie Mac and How to Resurrect Them"

http://www.hgexperts.com/article.asp?id=7595

 


  

Click on this link to read:  "Toxic Bank Asset Valuation Principles"

http://www.hgexperts.com/article.asp?id=7168

 


 

 

Click on this link to read:  "Mortgage Loan Servicing Industry Standard Practices and Procedures to Consider When Defending Wrongful Foreclosure Cases" 

http://www.hgexperts.com/article.asp?id=7148

 


 

 Click on this link to read:  "Bernie Madoff is a Bad, Bad Man"

http://www.hgexperts.com/article.asp?id=7146

 


 

 Click on this link to read:  "A Primer on Intellectual Property and Intangible Asset Royalty Rates"

http://www.hgexperts.com/article.asp?id=7145

 


 

 Click on this link to read:  "Mortgage Banking and Loan Servicing Industry Standard Practices and Procedures for Force Placed Insurance"

http://www.hgexperts.com/article.asp?id=6939

 


 

Click on this link to read: "Troubled Bank Management 101:  A Detailed Analysis of an FDIC Cease and Desist Order"

http://www.hgexperts.com/article.asp?id=6819

 


 

Click on this link to read:  "How Private Equity Firms Can Profitably Invest in Troubled Banks" 

http://www.hgexperts.com/article.asp?id=6787

 


 

Click on this link to read:  "A Banker's Guide to Effectively Managing and Marketing Bank Owned Foreclosed Real Estate Properties"

http://www.hgexperts.com/article.asp?id=6668

 


 

Click on this link to read:  "The Wacky World of Interim Management"

http://www.hgexperts.com/article.asp?id=6667

 


 

Click on this link to read:  "Subprime Lending Fundamentals"

http://www.hgexperts.com/article.asp?id=6666

 


 

Click on this link to read:  "Credit Card Expiration Dates and FACTA" 

http://www.hgexperts.com/article.asp?id=6665

 


 

Click on this link to read:  "Business Valuation Fundamentals" 

http://www.hgexperts.com/article.asp?id=6656

 


 

Click on this link to read:  "Managing Troubled and Failed Banks for Maximum Advantage"

http://www.hgexperts.com/article.asp?id=6655

 


 

Click on this link to read:  "A Primer on Intellectual Property Valuation"

http://www.hgexperts.com/article.asp?id=6603

 


 

Click on this link to read:  "The Facts on the FACTA Clarification Act"

http://www.hgexperts.com/article.asp?id=6599

 


 

Click on this link to Read:  "Mortgage Banking and Mortgage Loan Servicing Industry Standard Practices and Procedures"

http://www.hgexperts.com/article.asp?id=7232

 


 

Click on this link to read:  "Considerations in Defending Banking and Financial Class Action Lawsuits"

http://www.hgexperts.com/article.asp?id=7242

 


 

Click on this link to read:  "Defending FDCPA and FCRA Litigation on Purchased Delinquent Debt"

http://www.hgexperts.com/article.asp?id=7438

 


 

Click on this link to read:  "Defending State Attorneys General Class Action Lawsuits"

http://www.hgexperts.com/article.asp?id=7593

 


 

Click on this link to read:  "Construction Lending Industry Standard Practices Applicable to Construction Lending Litigation"

http://www.hgexperts.com/article.asp?id=18115

 


 

Click on this link to read:  "Inspections and Broker Price Opinion Industry Standard Practices for the Mortgage Industry"

http://www.hgexperts.com/article.asp?id=18102

 


 

Click on this link to read:  "Litigation Involving Bank Trust Departments, Wealth and Investment Management Nationwide Industry Standards"

http://www.hgexperts.com/article.asp?id=7647

 


 

Click on this link to read:  "Bank Security Principles and Issues"

http://www.hgexperts.com/article.asp?id=7655

  


 

How Private Equity Firms Can Profitably Invest in Troubled Banks, By Bank Management Professional Don Coker

 Private Equity firms can profitably invest in banks by injecting reasonable capital, engaging experienced, professional bank management, and prudently investing the bank’s funds in loans and other investments that make economic sense.

News Bulletin:  The old banking model still works, if given a chance

          It is quite encouraging that I recently have received numerous calls from Private Equity (“PE”) firms and other investors wanting to buy troubled banks, and seeking either my advice on how to profitably run them, or wanting to hire me to run one for them the way that a bank should be run.  In fact, considering what banking has been through in the last couple of years, it’s down right refreshing!

           How is it that these people who only a short time ago were relying on alchemistic derivatives schemes and others that purport to guarantee that no one ever loses are now getting some of that old time religion?  Thank God for pendulums that swing and for cycles.

          Running and restructuring troubled banks is a tough business, and I have been on the front lines several times, primarily hired by the banking regulators as a consultant and “army of one” to run insolvent banks and their wholly-owned mortgage banking companies.

          At this point, allow me to cite for you verbatim the entire set of instructions that I was given by a much-older-than-me governmental banking regulatory deputy commissioner immediately prior to my first assignment as a governmental banking Regulatory Supervisory Agent during the mid-1980s-mid-1990s banking meltdown.  As we stood in the parking lot of the insolvent bank, he put his arm around my shoulder in a fatherly way and said, “Son, go in there and run that son of a ‘gun’ the way a bank should be run.”  (Please notice that I have taken artistic license to clean up his language.)

          And the funny thing was, I knew exactly what he meant!  I knew how to run a bank, and he knew that I knew how to run a bank.  No further instructions were needed.  So I went in there and ran it the way that it should be run.  After extensive organizational restructuring, financial restructuring, product realignment, staff adjustments, and many other required corrections, the result was that the bank was cleaned up to the point that it was merged into Norwest which soon became Wells Fargo.  Not a bad outcome for an insolvent bank.

          However, I must mention that there is another factor that has to be considered in a situation like this, and that is the old saying:  “When one enters a chess game after the twelfth move, one makes the thirteenth move.”

          Accordingly, you do not walk into an insolvent or troubled bank and simply sit down and start profitably banking without first dealing with some highly unusual factors.  For example:

•        Immediately (assuming you did not do so before accepting the job) examine all regulatory restrictions under which the bank is operating, and make sure that you are in compliance.

•        Next, “Job One” is to stop the bleeding immediately.  Look for and plug any expense leaks, revenue leaks, and any sources that are producing red ink.  This is a major job, and not nearly as obvious and easy as you might think.  You will find situations within the bank that everyone there assumes are SOP and okay, and many of them are just flat wrong.  Ferreting out these problems is a good way to show the banking regulators that you have a handle on things, and that you are turning things around; and it gives them another reason to leave you alone and to go take down the next guy who is not dealing with his problems.

•        Do a profitability analysis on every transactional product in the bank, such as all deposit account types, and all loan types.  Dump anything that is unprofitable, even if it means reducing deposits or assets.  Recognize that customers come and go and that it is stupid to take a loss on a product in order to “gain a customer” when the new customer will immediately jump ship as soon as your competitor offers him ¼% more in interest on his CD or ¼% less in interest on his loan.

•        Jump into the foreclosed properties and those in more serious stages of delinquency, and take corrective actions.  Make sure that energetic marketing plans are underway for all properties of all types owned by the bank.

•        Determine which officers and employees can help you and which ones are working against you.  Impress upon all officers and employees that your success helps the chances of the continuation of the existence of the bank, and concomitantly, their jobs.  If some continue to work against you, boot them out.

•        Do a periodic GL scrub where you look at every item going in and out.  You will be surprised how quickly you can identify problems that are obvious to you but commonly accepted by the bank’s staff.

•        Require complete breakdowns on numbers that appear in summary form on financial statements.  For example, break down the “Real Estate” heading and see if there are any surplus properties.  Look at the “Miscellaneous Assets” as well.  (Note:  Once while doing this, I discovered a hunting lodge that the staff had been hiding from me.)

•        Ask questions AND GET ANSWERS.  Do not accept throwaway answers, incomplete answers, or answers that dodge the question.  In a troubled financial institution (or corporate) situation, you do not have the luxury of allowing your officers and employees to play games with you.  You will probably have to pare down some staff anyway, so start with these non-answerers.

          Here are some simple Rules that will help you avoid many of the problems that bank managers have encountered recently:

1.       Don’t originate stupid loans.  Use your head.  Make sure you actually have an excess of collateral value over your proposed loan amount, and make sure that the borrower has the income (now) to make the loan payments.

2.       Don’t originate a loan that you would not want to retain in your own portfolio.  Be a gatekeeper for the financial system, and make sure that only decent quality loans enter it.

3.       Don’t make loans for the wrong reasons, such as:  The borrower is financially irresponsible, but he is a relative, neighbor, buddy, golf buddy, lunch buddy, club buddy, hunting buddy, fishing buddy, church buddy, been in town a hundred years, etc.

4.       Don’t extend an irresponsible borrower’s loan just because he is a relative, neighbor, buddy, golf buddy, lunch buddy, club buddy, hunting buddy, fishing buddy, church buddy, been in town a hundred years, etc.

5.       Don’t hire someone just because he is a relative, neighbor, buddy, golf buddy, lunch buddy, club buddy, hunting buddy, fishing buddy, church buddy, been in town a hundred years, etc.

6.       Make sure that you have a healthy spread (at least 3% minimum and hopefully more) between your cost of funds and your interest rates on your loans.  (Note:  I once worked for a CEO that believed in paying savers 13.5% interest and lending that money out at 8.5%, and people thought he was a genius.  I thought he was an idiot.  Soon afterwards, he was out of banking.)

The Question of Allowing Private Equity Firms to Buy Banks

          Private equity firms have very astutely recognized the potential profits to be realized from acquiring and rehabilitating troubled banks in today’s economy.  Every time one of these financial system meltdowns occurs, the handwringers declare that banks are toast and will not survive to be a significant part of the economy in the future.  And every time, the handwringers have been wrong.  Banks are essential to our economy; and if you look around the world, you will see that every strong economy has strong banks, and every weak economy has weak banks, or virtually no banks at all.  Banks in the United States of America will survive and will thrive in our soon-to-be-rejuvenated economy,

          It is my opinion that PE firms can inject significant capital funds that will make a positive contribution towards resolving many of the problems in banking today.  Even today, there is apparently an incredibly large pool of funds available to be tapped for investment in, among other things, the acquisition of banks.  (Don’t take my word for it on the large pool of funds, just ask Bernie Madoff.) 

          It is also my opinion that the banking regulators are justified in having some concerns about bank owners who have no experience at managing banks.  Nevertheless, it is my opinion that it is erroneous for the banking regulators to place unrealistic capital, future funding, and cross-guarantee requirements on PE firms that acquire banks.  Enacting these stringent requirements will certainly scare off a potential significant source of capital funds that can be used to recapitalize troubled banking institutions.  Furthermore, enacting unreasonable requirements on PE firms that purchase banks is like punishing the guy that closes the corral gate rather than the one who opened it in the first place.  Certainly there is some middle-ground position that will be acceptable to the PE firms and the banking regulators.

          Having been through the previous banking meltdown in the mid-1980s to mid-1990s, it is my opinion that the banking regulators should welcome the entry of PE firms into the ownership and recapitalization of banks; but the banking regulators should make sure that the decision makers and the top management of each bank are not investment bankers and financial alchemists but rather are truly knowledgeable bankers that know how to run a bank the way a bank should be run.  Increased capital, from PE firms and other sources, and competent management will be major steps toward the restoration of the health of our country’s banking system.

© 2009-2010 By Don Coker

About the Author – Banking Management Professional & Consultant Don Coker

          Don Coker is a heavily experienced financial institution management professional and former high-level governmental banking regulator who was previously chosen by the banking regulators to serve as an interim manager, banking management and operational troubleshooter, nonperforming loan specialist, and in regulatory oversight positions.  Based upon extensive experience and achievements in banking and lending at Citicorp and entities that are now Bank of America, JPMorgan Chase Bank, and Regions Financial, he was chosen to serve as the on-site supervisory regulatory agent interim manager for two insolvent financial institutions and two bank-owned mortgage banking institutions.  Duties included the hands-on management of $1.8 billion (2009 USD) in assets including over $600 million in nonperforming loans (troubled loans and foreclosed properties), and participation in the review, restructuring, and recommendation of various recapitalization and merger plans.  Mr. Coker also was called upon by the governmental banking regulators to serve in regulatory oversight positions for various insolvent institutions under the supervision of the banking regulators.  In addition, Mr. Coker has been called on numerous times by the governmental banking regulators as well as the IRS to serve as their expert witness consultant in various significant banking litigation matters including one matter that exceeded $26 billion in value (2009 USD).

          Mr. Coker is active in litigation consulting, serving as an expert witness consultant in over 430 cases nationwide since 1989, and has testified 106 times.  He has been engaged by hundreds of law firms including 35 of the country’s top 250.  In addition, he has been engaged by 8 of the country’s top 10 banks, over 60 banks worldwide including 12 of the world’s top 45 banks, and 8 of the country’s top 10 mortgage banking companies.

          In addition to litigation-related work, Mr. Coker is active in performing business valuations, IP valuations, core deposit valuations, intangible asset valuations, feasibility studies, commercial real estate studies, marketing studies, business plans, anti-money laundering consulting, and advising investment funds on banking matters.

          Mr. Coker’s work has involved clients in 27 countries and work covering 56 countries.  He serves clients worldwide from his office in the northern metropolitan Atlanta area, and can be reached at:

    Bankexpert@cs.com

    (770) 852-2286.

    http://expertwitness.lawinfo.com/expert/Bankexpert/

    http://expertwitness.lawinfo.com/expert/Interim/

© 2009-2010 By Don Coker

 

  A Banker's Guide to Effectively Managing and Marketing Foreclosed Real Estate Properties

 By Don Coker

            When a bank’s level of non-performing loans and foreclosed assets increases to the point that the bank’s costs and expenses exceed its revenues, the resulting deficit erodes the bank’s net worth and reduces stockholders’ equity.  Depending upon the particular bank’s level of net worth, a serious problem will result at some point in time unless steps are taken to mitigate the problems.  This article deals with the administration of real estate properties that have already been foreclosed.

            It is imperative that the lender examine and thoroughly understand both the loan documents for the particular loan and foreclosure laws in the area where the collateral property is located.   Depending upon the various factors contained in loan documents and the nuances of state foreclosure laws, there are usually factors that dictate the timing of when a foreclosure must be initiated.  In some cases, a lender’s failure to initiate a foreclosure at the proper time might result in the postponement of the foreclosure to a much later time, allowing further arrearages to accrue and possibly further deterioration or damage to the collateral property.

            Once the foreclosure decision is made, the bank needs to automatically involve its foreclosed property department.  In a commercial bank, foreclosed real estate properties are referred to as Other Real Estate Owned, or “OREO,” as distinct from real estate owned and used in the operation of the bank, such as the main bank building and bank branch properties.  The equivalent term at savings banks is Real Estate Owned or “REO.”

Here are some guidelines for the successful management of foreclosed properties:

•         Make sure that the homeowners’ or fire and extended casualty insurance is cancelled and that the property is added to the bank’s blanket insurance policy for foreclosed properties.  (Note:  I have seen properties lost to fire where there was no insurance coverage due to failure to monitor this activity.)

•         Assign the responsibility for managing foreclosed properties to one person.  If the level of foreclosures is sufficient to occupy one or more people fulltime, then this person almost certainly must be a new-hire.  Don’t rely on the loan officers that initiated the problem loans to begin with to now miraculously solve the problems that they could not foresee in the beginning.  It is advantageous to have some “distance” between the OREO/REO managers and the original borrowers.

•         Secure the properties immediately after foreclosure or abandonment.  Maintain a central key repository in the OREO or REO department.

•         Keep the properties looking decent.  Do whatever is required to avoid deterioration of the properties.  No prospective purchaser wants to buy a problem property or a property that looks bad.

•         If the property has problems, find a specialist in buying and fixing up properties, and provide financing to make the deal workable and attractive.  Include a commitment to provide financing for the ultimate customer to whom the fix-up specialist will sell.

•         Get “For Sale” signs up immediately after foreclosure.  (Note:  It is astonishing to me how many times I have gone into OREO and REO operations and found management amazed that a property has not sold, yet there is no “For Sale” sign on it!)

•         Only list with a real estate agent if truly necessary.  Your OREO or REO department will know more about the property than any real estate agent, and your financing to the purchaser will be a major selling point.  You - not a real estate agent - control the financing offered.

•         Talk to the neighbors of the foreclosed property.  Often, their families and friends are prospective purchasers.  Your offering favorable financing might be the factor that tilts the scales in favor of a relative relocating close to another relative.

•         Inspect the properties regularly, and document what you find.  Take any needed corrective actions immediately.

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Don Coker
Don Coker
423 Latimer Street
Woodstock, GA 30188-5052
Phone: 770-852-2286
Fax: 509-678-7756
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