co-authors: Daniel Hart and Salene Kraemer
The story behind the Chapter 11 filing of PTC Seamless Tube Corporation (Seamless) is a cautionary tale for Steel Valley businesses, both big and small, as to the dangers of overexpansion and the importance of business planning. Here is what you can learn from it:
On April 26, 2015, Seamless filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the Western District of Pennsylvania. Seamless estimates its assets to be between $50-100 million with liabilities between $100-500 million.
Seamless is a subsidiary of PTC Group Holdings Corp.. It manufactures steel tubing, tubular shapes, bar products, fabricated parts, and precision components. In 2013, Seamless invested more than $102 million to reopen a manufacturing plant in Kentucky. This project involved the acquisition of a large manufacturing facility, property adjacent to the existing site, re-working the layout of the facility and the installation of manufacturing equipment.
After the initial wave of enthusiasm, Seamless faced problems which eventually led to the bankruptcy filing. Just a year and a half after initial construction, Seamless was forced to lay off nearly twenty-five percent (25%) of its workforce. These layoffs were part of a slowdown at the plant as the company was forced to re-bid on the installation of costly equipment and a miss-estimation on the price of oil. Seamless substantially underestimated costs. The opening also was eight months behind schedule. Thus, Seamless tripped restrictions in its credit agreement, leaving it unable to borrow more money. The operations of the KY plant never were in full swing before Seamless declared bankruptcy.
It appears that the filing for Chapter 11 relief occurred, at least in large part, because of overexpansion into this new Kentucky facility and not performing sufficient due diligence regarding the price of equipment and oil. Also, as of late March 2015, Seamless was also named as a defendant in lawsuit. As with many Chapter 11 debtors, the filing of this lawsuit likely also played a part in the decision to file for bankruptcy.
PTC Group Holdings Corp. is fortunate that Seamless’ bankruptcy has not yet affected the business of its other, much more profitable subsidiary, PTC Alliance. As separate entities under the parent business, Seamless and PTC Alliance operate distinctly as separate businesses. Thus, PTC Alliance is still operating and producing strong results.
- CAUTIOUSLY EXPAND. Expansion in business can be a great thing. It shows that your business is in a growth stage. However, a business at the expansion stage must thoroughly vet forecasts of future demand for product. By performing the necessary due diligence, a business can plan for the proper expansion of its business and all the details that go into an expansion, i.e. size of new business location, needed number of employees, costs of equipment, supplies, utilities, etc…
- TWO DIFFERENT BUSINESSES; TWO DIFFERENT BUSINESS ENTITIES. Take note also regarding PTC Group Holdings Corp.’s business model. By strategically place two different businesses into two separate business entities, PTC Group Holdings Corp. avoided dragging its successful subsidiary, PTC Alliance, into the murky waters of Seamless.
BUSINESS OWNERS: Think Before You Leap. Before you make a material business decision, thoroughly vet the project with a board of directors, trusted advisors, accountants and/or lawyers. Obtain impartial advice. Discuss the advantages/disadvantages. Contemplate and be prepared for worst case scenarios.
With the hiring of experienced employment law attorney Amy Kerr Parker, MAZURKRAEMER is now offering full-service employment law services for employers- from sole proprietorships to large corporations. Whatever employment law matter your company faces, we are prepared to help you achieve a favorable resolution. Our practice is focused on preventing employment law problems when possible, and resolving them quickly and cost-effectively when they do arise.
Examples of the types of matters we now can handle are:
Risk Prevention: Preventing employment law risk is critical to your company’s success, and we know that. We help our clients maintain compliance with federal and state employment laws governing employee relations. We can guide you through all of the necessary steps in creating sound workplace policies and practices, including:
- Establishing policies and procedures
- Creating employee handbooks
- Establishing employment contracts
- Establishing and enforcing noncompete contracts
- Addressing employee classification issues
- Handling layoffs and terminations
- Handling issues related to medical leave
- Addressing wage and hour disputes
- Implementing training for prevention of sexual harassment, discrimination and other unlawful acts by employees
Dispute Resolution: When employment law issues arise, it is critical to address them as soon as possible. Contact us regarding employment law claims, including the following types of disputes:
- Discrimination based on age, race, gender, national origin, sexual preference and other protected classes.
- Fair Labor Standards Act Claims
- Harassment claims for hostile work environment and sexual harassment
- Wrongful termination claims including those based on protected classes, and as retaliation for whistleblowing
- Retaliation claims alleging retaliation against employees for whistleblowing, taking medical leave and other actions
- Wage and hour disputes for unpaid overtime and employee misclassification
- Medical leave: Family and Medical Leave Act (FMLA), including pregnancy and disability leave
- Employment Contract Disputes including non-competition agreements
Contact Amy@mazurkraemer.com with any inquiries.
Daniel is a 2014 graduate of Duquesne University where he achieved a Certificate in Paralegal Studies, with a 3.96 GPA. He was a member of Lambda Epsilon Chi, which is a national honor society for paralegal education. In 2011, he earned a B.A. in History from the University of Pittsburgh before pursuing his paralegal certificate.
Before graduating, Daniel obtained valuable experience in the legal field at a small personal injury firm in downtown Pittsburgh. It was evident during his outstanding interview that Daniel is eager to put his paralegal training to work and is ready to learn and grow with our new office. We have no doubt that he will meet and exceed our expectations.
To our clients, Daniel brings an impressive background in research, writing, and analysis. During college, he completed an internship with The Historical Association in London, England. In addition to strong organizational skills, he brings a drive, energy, and determination to assist our clients achieve their legal goals.
Daniel is a resident of the South Hills of Pittsburgh. In his free time, he loves spending time with his fiancé (soon to be wife) Liz as they plan their wedding. Also, he is an enthusiastic sports fan (especially Pittsburgh teams) and enjoys cooking.
Attorney Spotlight: MAZURKRAEMER Is Proud to Welcome Experienced Commercial Litigator Amy Kerr Parker, Esquire
Attorney Spotlight: MAZURKRAEMER Is Proud to Welcome Experienced Commercial Litigator Amy Kerr Parker, Esquire
MAZURKRAEMER Business Law is proud to welcome experienced commercial litigator Amy Kerr Parker. We timed her addition to the practice with the opening up of the new Pittsburgh office (see Someone Pinch Me: Opening of New Pittsburgh Office with Colleague Amy Kerr Parker post). I have repeatedly said she is one of my favorite people around, on both a professional and personal level.
A University of Pittsburgh School of Law graduate, Amy brings to our practice over a decade of commercial litigation expertise and experience representing businesses in large scale, sophisticated commercial litigation and employment law matters. She spent her first “10,000 hours” as a lawyer in the rigors of several large national firms in Pennsylvania and Washington, D.C. where stakes are high and expectations of associates are of the most demanding in the industry. She also completed a prestigious federal clerkship for a federal District Court judge in the United States District Court for the Western District of Pennsylvania. She has the grit and legal scholarship that I admire.
Here is one blog post I wrote about her years ago (Attorney Amy Kerr Parker: My Nomination for Pittsburgh’s 40 under 40). Since the time that I wrote that post, she has served as the Executive Director for Strong Women Strong Girls, a non-profit organization dedicated to fostering relationships, skills and role models to helping three generations of girls and women succeed: elementary-based girls, undergraduate women, and professional women. To our clients we can also now offer Amy’s consulting expertise; prior to joining MAZURKRAEMER, Amy was a Leadership Development Manager for the PNC Leadership Institute.
Amy represents clients in a broad spectrum of corporate litigation matters – from breach of contract disputes with suppliers, to complex corporate disputes and employment law claims. Amy’s experience as an employer and manager provide her with a unique perspective on client needs and service.
Amy is passionate about risk prevention, particularly related to employment law matters, and takes pride in resolving all disputes in the most efficient and effective manner, so that clients can move on with what they do best- their business.
Amy received a B.A. in English Literature and minor in Music from the University of Pittsburgh where she graduated cum laude. Amy is a proud resident of Pittsburgh’s South Side neighborhood and a mom of two (Hannah, age 3.5 and Eli age 7). In her spare time, Amy does yoga and coaches her 7-year old son’s soccer team.
Significant Representative Matters:
- Obtained a $12 million federal jury verdict in a breach of contract lawsuit involving unpaid commissions owed to environmental industry client.
- Obtained summary judgment ruling in favor of national corporate restaurant client in sexual harassment case filed by employee.
- Obtained summary judgment ruling in favor of national franchisor client filed by franchisee alleging breach of contract and unfair competition claims.
- Represented multiple natural gas producers in multidistrict False Claims Act qui tam litigation involving issues of natural gas measurement and underpayment of gas royalties.
Almost five years ago exactly, as I was about to quit my secure corporate job and embark upon my own solo practice, I met with esteemed business attorney Amy Bentz in Mount Lebanon at the Orbis Caffe (was called something else then) at 675 Washington Road. A mom, former large firm lawyer, and the founder and managing partner of Mount-Lebanon-based The Bentz Law firm, Amy indulged me with her time and planted the seed in my head regarding what my future might hold.
Fast forward five years. Building out this new office space in the last few weeks has been surreal. Our new office is located at 603 Washington Road, Pittsburgh, PA 15228, in Uptown Mount Lebanon, a location through Pittsburgh’s Liberty Tunnel and exactly 5.7 miles and 14 minutes from Downtown Pittsburgh.
For me, one of the most enjoyable experiences in owning my own business has been to design and furnish our offices. There is so much heart that goes into it. From picking out the paint and furniture to designing layout to literally painting the walls (I employed some funky Pinterest techniques in both locations). As I have previously written, your office decor speaks volumes about how you work and what makes you tick. See article here (Business Décor and Brand Image: What Does Your Office Art Say about Your Business?).
We are not able to keep our current Weirton location. The lease expires at the end of March but we will be looking for another smaller space. We are sad to let the current WV office go. So much hope and joy and love went into building that location in one of my favorite places on earth (my hometown). I really enjoy practicing in Weirton. From the tightly knit legal community to our prime location to the supportive business community to the free parking to the fact that I could catch a coffee with my family members any time of the week. (far cry from when I practiced 350 miles away in Philly). I was so attached to my Weirton office that it took me 17 months to pull the trigger to open up a location here in Pittsburgh.
I put a 50 second video together that memorializes the work we have been doing (via Smartphone App Flipagram). The Making of a New Pittsburgh Office Location. The office is certainly not finished yet but it is the beginning of a new chapter for us and we wanted to write about it.
The second major shift with our firm is having the privilege of opening up this office with my colleague and long-time friend Amy Kerr Parker. She is one of my favorite people around, on both a professional and personal level. She brings to my practice decades of litigation expertise and experience on sophisticated, multi-million dollars matters. More on that later. Here is one blog post I wrote about her years ago (Attorney Amy Kerr Parker: My Nomination for Pittsburgh’s 40 under 40). Since the time that I wrote that post, she has served as the Executive Director for Strong Women Strong Girls and as a Leadership Development Manager for a large, national company.
OPEN INVITATION: We want to invite friends, colleagues, and clients to come visit us. What’s the point in having an office if no one comes to it? SO PLEASE- EMAIL US to set up lunch or a coffee. email@example.com or firstname.lastname@example.org.
In celebration of our 5th year anniversary and in anticipation of a few seismic shifts in 2015 (more detail later), we have updated our branding package: new logo, new colors and updated website (not done yet). There are hundreds of outstanding business lawyers out there. We distinguish our firm by not only our pride in legal scholarship, but also our commitment to connection, community and collaboration in our personal and professional lives. This logo symbolizes these three values.
- Collaboration. The circles are heads of people huddled as in as sports huddle, collaborating as a team. I embrace a sports analogy because sports have been so fundamental to the development of my character, creating skills that distinguish me as a lawyer (competitive, hate to lose, disciplined, give 110%, do-whatever-it-takes-attitude, driven, collaborative, dedicated, loyal, enthusiastic).
We endorse collaboration. The concept of SYNERGY. The whole is more than the sum of its parts. We believe in collaborating with our clients to solve a problem, launch an idea, develop strategy. For our clients, we aim to resolve disputes in the most economical and expeditious fashion, which usually mandates collaboration. This saves clients time and money. I hired a graphic designer years ago. Like lawyers, graphic designers have special skills sets to produce a product for you. This designer was so much more than a logo or website creator. She became my partner in helping me get my business off the ground. I was forever changed by that service experience. I got so much more bang for my buck. I strive to do that now with all of my clients.
- Connection. The figures are interconnected in a circle to show touch, connection. I tried to work with the designers to create a logo that symbolized VIRAL connectivity on and off line (the notion that we influence you and you influence three others and those three influence three others); but then the image looked too complicated and busy.
We are committed to helping our clients with not only their legal needs but also with connecting with others who can help them on and off line. The need for connection is a basic human need. Pervasive use of Facebook is evidence of this. Just as we read the book Bowling Alone in my Creating Community college class at WVU 20 years ago about the Collapse and Revival of American Community, I believe there is an connection crisis now more than ever despite social media and as a result, in part, of social media. No business owner should be an island; in order to take your business to the next level, you need to connect with others who will help you and your business to be the best versions of yourselves. Hence- our tagline- our business is helping you with yours.
- Community. I wanted to symbolize our firm as being the hub of the wheel in a community or the influencers in the middle, but putting initials in the middle of the logo looked weird. We are motivated by a desire to create community in our neighborhoods, in our towns, in our social and professional circles.
The Creating Community class was one of my favorite college classes. I have always been passionate about it both in and out of my professional life. Because I do not want the firm to be Salene Mazur Kraemer-centered, I took out my initials. We are adding new people in 2015 and I had to set the stage for that. I wanted the shape to be circular in contrast with the sharp edges of former masculine logo. To soften the brand. To symbolize a shift. I wanted to add a stronger power color (navy) and some light with the coral and white. Ultimately, we want happy, long-term clients who feel that we, as their trusted advisors, help them in more ways than one. Now we get to slap this logo everywhere in our new Pittsburgh office (coming January 2015). More on that later!!!