THE MID-ATLANTIC CHAPTER ESOP ASSOCIATION NEWSLETTER 2007 MAC ESOP Company of the Year Peed Plumbing, Inc. Manassas, VA Joanne Bryant of Peed Plumbing accepts MAC Company of the Year Manassas, VA Award Peed Plumbing was founded by Gary Peed in 1980. Its ESOP was created in 2003 and now owns 49% of the company. It has 170 employees. They are gung-ho about their ESOP and an employee sits on the Board of Directors and the ESOP Advisory Committee makes sure employees love the ESOP. Since most employees work in areas through out the metropolitan area, Peed Plumbing hosts an annual breakfast meeting at International Country Club for all employees to attend. ESOP certificates are distributed and Gary Peed delivers an energized update on the state of the company. He also motivates the staff by explaining what exactly it means to be "employee owned" and uses large colorful charts to show how far along the company is in its goal to becoming 100% employee-owned! Peed Plumbing has an active "open door policy." It is not unusual to see employees of all levels filtering in and out of Gary's office, offering suggestions and ideas for improvement. In fact, some of our most innovative ideas and policies have come from our employees. Approximately 40% of the workforce is Spanish speaking. The dispersion of the workforce and language barriers makes communicating ESOP information quite challenging. Since many employees do not have workday access to the Internet, we send ESOP literature with their weekly paychecks. We also have all documentation translated to Spanish, and have an interpreter at all ESOP meetings. Peed Plumbing also subsidizes English as a second language classes and recently started offering Spanish classes in an effort to improve communication between employee owners. Peed Plumbing has a lot of fun in our efforts to make employees feel and act like owners. Over 200 employees, suppliers and subcontractors attended our 2006 Christmas party at the Dulles Expo Center. Prior to the party, a questionnaire distributed to employees asked them to answer three questions on business operating expenses, such as "How much money does Peed Plumbing spend per year in vehicle expenses?" The three employees who guessed closest were congratulated at the party and given a $100 bill by Gary. He also gave a $10 bill to each employee who submitted a guess. This provides a great opportunity for all employees to think like owners and play a part in reducing operating expenses. May 2007 2007 MAC Employee Owner of the Year Don Taylor, CALIBRE Alexandria, VA Don Taylor accepts MAC Employee of the Year Award What can we say about Don Taylor that he would not already have said hi ms e l f ? Don’ sr e p ut a t i o na sac ha mpi onofe mpl oy e eowne r s hi pi swe l l known beyond the corridors of CALIBRE, a management and technology services company headquartered in Alexandria, Virginia. Don joined CALIBRE when its doors opened in 1989 and he is now the Director, Logistics Studies and Analysis. He is an outspoken and enthusiastic supporter of all things CALIBRE and, in particular, all things related to our ESOP and employee ownership culture. Don brings a unique ability and style to his communication of employee ownership, both to CALIBRE employee owners and employee owners t hr o ug ho utt heESOPc ommuni t y .AtCALI BRE,Doni sk nowna st he“ g o t o”g uyf ori nf or ma t i ononhow ourESOPwor k s, and is able to answer all those questions that regularly puzzle employee owners. Don can clarify the most complicated of ESOP fundamentals to both new and seasoned owners with unbridled enthusiasm, using both words and visual aids. During Employee Owne r s hi pMo nt h,Donde v e l ope da ndt o okpa r ti n“ Lunc h a ndLe a r n”s e s s i ons ,e mpl oy e ee s s a yc ont e s t s ,a ndma nyot he re v e nt st ha t made our month-long celebration successful. He played a crucial role in the development and subsequent analysis of our Employee Ownership Survey. This survey allowed the Employee Ownership Advisory Committee (EOAC) to target specific gaps in education and to better refine the type of media we use to communicate. He also contributes regular articles on ESOPs and employee ownership to the monthly newsletter, Bulletins. Don has developed and emceed ESOP question and answer contests during our yearly picnic and at other events. He has a unique ability to get people to join in and is always looking for new ways to promote and communicate the ESOP. Don has spoken at numerous MAC conferences and will go to any length to get his message across. For example, how many speakers could actually get a group of post-lunch attendees to join in on an ESOP-related, Marine Corpsstyle chant? Don is asked each year to speak or sit on panels at the ESOP As s oc i a t i on a nn ua lc onf e r e nc ea nd ha sa l s os pok e na tt heAs s oc i a t i on’ s Te c hni c a lConf e r e nc e . Hes i t son t heAs s oc i a t i on’ sOwne r s h i p Cu l t ur e Committee, offering insight and sharing the CALIBRE experience. Don has also spoken at the National Center for Employee Ownership/Beyster Institute, Annual Conference. (cont. next page) (cont .next page) (Peed Plumbing, cont.) A member of the ESOP committee wrote and performed the following ESOP rap song: EARN WHILE YOU EARN Let me explain what we’ re talking about So when you leave here, you’ ll have no doubt We come to work and work hard every day Put in the hours and earn our pay You also earn stock and I hope you understand It all goes to your retirement plan You’ re employee owners and you can help your stock grow By doing a great job and keeping costs low Being employee owned is a great benefit Working for Peed Plumbing is time well spent I appreciate all of you here today I’ m Gary Peed and that’ s what I have to say Attendees Get Orientated at MAC ESOP Half Day Conference By Paul Horn The Mid-Atlantic Chapter (MAC) of the ESOP Association held its 9th annual half-day conference, “Er i c& Er i c a ’ sESOP E-Ve nt ur e , ”on April 13 in Charlottesville, VA. Over 60 participants from throughout MAC land became new employees for the day at ESOP Enterprises, our imaginary company. The conference began at 10 am and concluded with lunch and the MAC awards. Several golfers then enjoyed the fine weather with Rick Mapp at his usual afternoon links outing at Birdwood CC. The ESOP committee also constructed a “ Toilet Paper Toss”made out of real toilets. Each toilet had a letter painted on the lid to spell “ ESOP.”Each employee was given a chance to throw a roll of toilet paper into the toilets. The winners received a new barbeque gas grill. Congratulations Peed Plumbing! ******************************************** (Don Taylor, cont.) MAC President Keith Robertson greeted the participants and showed pictures of various cute animals getting ready for work. He then turned things over to Carolyn Zimmerman and Tom Roback to lead attendees through their orientation slideshow. Some slides were intentionally misleading to generate audience participation. Steve King was f i r s tt oa c k nowl e dget he“ ma g i c ”wor d “ e m p o w e r m e n t ” a n d w o n a b o t t l e o f Don has served on the EOAC for 4 years. He served as the Chairman for 2 wine for his reading and attention skills. oft he s ey e a r s .CALI BRE’ se mpl oy e eowne r sr e c e nt l yde mons t r a t e dt he i r Steve also amused the audience with his continued confidence in Don by re-electing him to the EOAC for another 3comment that divorce was the big year term. Don also served on the Board of Directors for 1 year as the EOAC representative and thus, as a representative of all CALIBRE exception to the slide stating your ESOP benefit is safe from attachment. As another attendee said, marriage is grand but divorce is one hundred grand. employee owners. Whok ne wweha ds oma ny“ s i tdown”c ome di a ns ? Al i nef r om Don’ sEOAC e l e c t i onbi os umsuphi sp hi l os op h y :“ When employee ownership is supported with a commitment to education and reinforced by corporate culture, the benefits accrue to individuals, c ompa ni e san dc ommuni t i e s . ” Don is a firm practitioner of the CALIBRE EOAC motto to Add Value Every Day. Congratulations Don! Message from the President This month I will have to keep my blabbering short and sweet. ComSonics i si nt hemi ddl eofac or por a t es of t wa r er e pl a c e me nt ,byf a rt hel a r ge s twe ’ v e ever attempted. Our current program, which handles every significant portion of our business (manufacturing, sales, finance, etc.) was phased in over a period of 10 years. The new program is being implemented in 10 months!! But succeeding at these types of projects enable a company to grow, and t ha t ’ swha tbus i ne s si sa l la bout ,i mpr ov i ngt hev a l uet ot hes t oc k hol de r s . J us tbe c a us et hos es t oc k hol de r sa r ea l s ot hee mpl oy e e sdoe s n’ tc ha ng ea t hi ng ,a n di nf a c te nha nc e sac or por a t i on’ sa bi l i t yt ot a c k l et he s ec ha l l e ng e s in a succe s s f ulma nne r .I ’ mc e r t a i nt ha to urc ul t ur eha sa l l owe dust owor k together very well through trying times over the past months, through situations that otherwise may have otherwise resulted in bodily injury!! So, I thank those that attended our April Half-Day Conference, and put the rest of you on notice that you missed a very fun event. I look forward to seeing you again at our October conference (Friday, October 26th), and bid you well until then. Keith Roberston MAC President Returning from break, we divided into four groups for role-play as trustees, appraisers, Board of Directors, and employees. Rick Mapp, Steven King, Peter Briggs, and Ron Gilbert led the groups. Much of the discussion focused on scenario #1, dealing with ESOP Enterprises going from a 49% to 100% ESOP company, and scenario #2, with all stock allocated, now what? After a great buffet lunch (the chicken parmesan with spaghetti was an une x pe c t e ds ur pr i s e ) ,t heCha pt e r ’ sEmpl oy e eOwne roft heYe a r( EOY)a nd ESOP Company of the Year (ECOY) were presented to Don Taylor (CALIBRE) and Peed Plumbing respectively. Keith also surprised Paul Horn with an award for meritorious service to the Chapter and bravery against wicked witches of all types. (See full article on awards). Then it was time for our raffle with outstanding prizes thanks to our generous sponsors. Our raffle raised $305 for the Employee Ownership Foundation! Thanks to all ticket purchasers. Everyone had an outstanding time. Chapter Administrator, Deb Tompkins did a great job handling conference registration and all that other stuff. Thanks to our event sponsors for their continued support. Ours pe a k e r sout l i ne ds uc hma t t e r sa s ,“ Whe r edoe st hemone yc omef r om? ” : Tax Favors: An ESOP company can borrow money to buy stock with tax deductible principal and interest payments and use untaxed di v i de n ds ( “ e a r ni ng s ” ) on ESOP shares to pay for stock. Note that C corporation dividends are deductible when used to retire ESOP debt. Earnings on S corporation stock used to retire debt are untaxed (but not deducted directly). Current retirement plans can often be converted to an ESOP. For example, a 401 ( k )c a nbec onv e r t e dt oa40 1( k )+ESOP( “ KSOP” )a n dt hepr o f i ts ha r i ng match used to service debt incurred to buy stock going forward. Particularly attractive is a direct loan from corporate retained earnings to an ESOP. The company gets a tax deduction for paying itself back (Accounting SOP 93-6). Bill also noted that the process takes time because: Most banks are asset-based lenders and look for balance sheet and seller support of the deal. ESOPs generally are not a“ t a k e -the-money-and-r un”s ol ut i onf orma j or i t y share !holders. Sellers are often on the hook for part of the transaction until the loan is partially paid down. February MAC Meeting in Baltimore –ESOP Financing By Thomas Roback, Jr On February 22nd M&T Bank hosted a MAC seminar focused on ESOP Financing. Jack Lewin of M&T and Bill Gust of Gentry Locke did an excellent job of outlining the current ESOP Financing environment and the attendees were able to ask specific questions. Where the combined cash flow and balance sheet-based borrowing capacities are not sufficient to support the deal you want, there are still mechanisms available. Rising management can sometimes put some money in the deal (though they a r eof t e nme mbe r sof‘ s ha l l owpoc k e t sa nony mous ) . Seller financing –often with a direct loan to the ESOP augments or avoids the “ mi r r orl oa n”ba nk i ngt r a ns a c t i o n . For most successful closely held corporations, the balance sheet borrowing capacity is less than the cash flow-based borrowing capacity. The maximum Jack Lewin got the discussion started by providing an overview of recent stand-alone debt is usually the lesser of either 1) balance sheet and cash flow M&T transactions and the current rate environment. The executive dining borrowing capacity, or 2) a multiple of cash flow to debt. It is also standard room of M&T was an appropriate venue for the meeting as it has seen plenty for the selling shareholder(s) to make a limited guaranty for the of ESOP deal meetings over the years. While Jack made it clear that M&T uncollateralized portion of the loan. This limited guaranty is secured by his or a ndma nyot he rba nk sa r e“ ope nf orbus i ne s s ” ,t he r ei ss t i l lnoq u e s t i ont ha t her personal assets and sales proceeds are often used as collateral to support banks favor stable, predictable cash flow and that some deals are often better the limited guaranty. This guaranty is reduced as the company pays down off being seller-financed. principal debt and the ratio of loan to fair market value decreases. Bi l lGus tt i t l e dhi spr e s e nt a t i on“ Fi nd i ngt heMo ne y–How to Finance TaxShe l t e r e dESOP Tr a ns a c t i ons ”a nds t a r t e dwi t haj ok ea ndal e s s ont ha t t hi ng sa r e n’ ta l wa y sa st he ys e e m.Bi l l ’ ss t r onge s t a t epl a nni ngba c k g r ound was apparent as he started with schematics outlining how business owners typically end up with a large percentage of their net worth in their closely held business. Without an ESOP, the growth of the business is taxed, the transition of the business is taxed, and death (or horizontal retirement as Bill calls it) can be taxed. According to a University of Michigan study, business owners generally have the following objectives in the following order: To maintain their business in perpetuity ; To generate personal liquidity from the business To avoid paying personal income taxes on the transaction. Bill shared insight of other considerations he has seen impact ESOP transactions, such as bonding (especially for construction companies), franchisor approvals, repurchase obligations, and many others. Several new ESOPc ompa ni e sl i k et hei de aofus i nga“ t a x -f r e eESOPc a s hwa r e hous e ” approach to get started. This involves the plan sponsor contributing tax deductible dollars to the ESOP for the first few years. This approach uses less leverage, keeping key bank ratios and covenants healthy. Caution is recommended when using this approach since the ESOP must be primarily (51%) invested in company stock. The timeframe governing the 51% rule is unclear so the subject is debatable. Finally, Bill and Jack shared some important considerations when financing ESOP business succession. Work with experienced ESOP professionals, Bill and his ESOP feasibility team have found that a tax-sheltered sale of coordinate business continuity with both personal and corporate strategies, stock to an ESOP meets these objectives as well as any solution available. and be prepared to deal with complexity! We appreciated the knowledge Howe v e r ,whi l eBi l l ’ sc l i e nt sa p pr e c i a t ea nESOPa saf i na nc i a le ng i ne ,he shared, and thank those who attended. often has to remind them that an ESOP is a qualified retirement plan under IRC § 401(a) to invest primarily in company stock. Solid administration and maintenance of these plans are critical. ESOPs and Government Contractors Discussed at January MAC Meeting in Tysons Corner By Michael R. Holzman, Morgan, Lewis & Bockius, LLP On January 18, 2006, the Tysons Corner, VA office of the law firm Squire, Sa nde r s , & De mps e y , LLP hos t e d a pr e s e nt a t i on on ESOP’ sa n d Government Contracts given by Bob Webb and Michael Holzman. The interactive event was both well attended and engaging. All facets of the ESOP community were in attendance including valuation experts, lenders, ESOP reinvestment specialists, ESOP attorneys, business brokers, and deal makers which made for a lively discussion. Bob Webb started the presentation which began with an introduction to ESOPs and then proceeded to the nuances of an ESOP sponsored by a government contractor. Michael Holzman highlighted the idea that the combination of an ESOP with a cost-plus government contractor reaches the pinnacle in ESOP benefits, in that, through proper planning, a business owner can (1) sell some up to all of his stock tax-free to an ESOP, while (2) the company deducts the cost, and (3) to the extent of cost-plus contracts, the government contractor is reimbursed by the federal government for the ESOP’ sc os ti npur chasing the business owners stock. And all of this ultimately benefits those responsible for the success of the company—its employees. When you add this to the advantage of the company being able to operate tax-free by virtue of being a 100% ESOP owned S corporation, the benefits are unparalleled. The combination of all of these benefits, Michael pointed out, has resulted in area government contractors experiencing tremendous growth and profits with some becoming some of the largest non-publicly traded companies. Some of the ESOP nuances unique to government contractors that were presented are: -Designing a plan to preserve 8(a) status for as long as desired by the company; -the impact of the change of ownership on government contracts; -the unique procedures lenders must undergo to collateralize an ESOP loan with government contracts; -reimbursability of ESOP costs for cost-plus government contractors. See you in D.C.!!!! Paul Opines Be war et hewol fi ns he e p’ sc l o t hi ng, asap pe ar a nc e sc anbede c e i v i ng. Ae s op’ sf a bl eoft hewi l ywol fc a na l s oa pp l yt oc ompa ni e s .OurLa t i n-caveat emptor –instructs us that the buyer (in this case the employee) should beware. Some ESOP companies masquerade as employee-owned entities, putting this lingo on their web site, stationery, and company shirts. The ESOP may own a l lt hes t oc kbutt heor g a ni z a t i o n’ sc ul t ur ei snomor epa r t i c i pa t or yt ha ni t s non-ESOP competition. The ESOP is simply a retirement benefit invested in employer stock that may have entered from stage left, replacing an existing profit sharing or employer matching contribution. Employees quickly see through the façade of misrepresented employee ownership. Cognitive dissonance sets in, then distrust, and soon its cousin loyalty goes out the door. Hierarchical management practices do not change and the song remains the same. Switching from Led Zeppelin to The Who in an ESOP column is difficult, even for a child of the seventies. Perhaps Roger Daltrey was singing about some ESOP conversions when he s a i d,“ Me e tt he ne wbos s ,s a mea st heol dbos s .Won’ tg e tf ool e da g a i n. ” I t ’ snotne c e s s a r i l yba dt oj us tb ea nESOPt ha ti sar e t i r e me ntv e hi c l ea nd nothing more. If the company serendipitously prospers, the ESOP also will do well and employees may have more retirement dollars than before. On the other hand, these ESOPs are not really employee-owned companies and communicating them as such can have deleterious consequences. So what are some indicia of true employee-owne d,ESOPc ompa ni e s ?He r e ’ s a short list: Treat employees like real shareholders. o Have employee pass-through voting for the Board of Directors. o Al l ow e mpl oy e e st oa t t e nd t he a nnua ls ha r e hol de r ’ s meeting. o Pay a dividend/distribution to ESOP participants. Design your ESOP distribution, diversification and vesting rules to be more favorable than the maximum periods allowed by the IRS. Have an ESOP Advisory Committee that is elected by employees, has an event budget, and sends it members to ESOP conferences. Provide short-term incentives to all employees to parallel the longterm incentive of the ESOP. Practice open book management to show employees how their actions directly affect the bottom line and reward employees who apply this connection. Give employees the training, tools, and career ladder to be successful. Ma k i nge mpl oy e e st hi nkl i k eowne r si s n’ te a s y .Wi ndow dr e s s i nga ndwe b s i t el i ng owon’ tdoi t .I fESOPc ompa ni e sr e a l l ywa nte mpl oy e e st oa c tl i k e owners, start treating them like ones. Mid-Atlantic Chapter Officers Dr. ESOP Dear Dr. ESOP: I wasj us ts e l e c t e dasat r us t e eofmyc o mp any ’ s10 0% ESOP.Jus t like with a baby, the job came with no instructions. What do I need to know about my duties and responsibilities? Sincerely, Challenged in Chantilly Dear Challenged: The bad news is y ou’ r eat r us t e e .Theg oodne wsi st ha tot he r sha v e gone before you and we can learn from their experience. President: T. Keith Robertson ComSonics, Inc. (540) 434-5965 x1251 Fax: (540) 434-9847 krobertson@comsonics.com Vice-President-Membership: Paul S. Horn WorkPlace Consultants, LLC paulhorn@workplaceconsultants.net Chapter Secretary: Carolyn Zimmerman ESOP Explanations (540) 672-7841 Fax: (540) 672-7840 zimmerman@gemlink.com Corporate governance deals with the duties and interactions of the c ompa ny ’ sBoa r dofDi r e c t or s ,o f f i c e r s ,a nds ha r e hol de r s . As i mi l a r governance process applies to you as ESOP trustee and your responsibility under ERISA to act solely in the interests of ESOP participants. Regional Vice-President –Capital Region: Tom Roback Blue Ridge ESOP Associates, Inc. (410) 747-4840 Fax (410) 747-4839 troback@bluerdigeesop.com Plan governance and corporate governance overlap in an ESOP company because the ESOP is a special type of retirement plan consisting primarily of stock in your company. ERISA holds transactions between the employer and the ESOP to a high standard of scrutiny. Proper documentation of your fiduciary decision-making process is critical to demonstrate compliance, for example, with ERI SA’ spr ude nc er e qu i r e me nt sa ndpr oh i bi t i o nsa g a i ns ts e l f -dealing. Regional Vice-President –Eastern Virginia: Richard C. Mapp III Equity Strategies LLC Kaufman & Canoles (757) 624-3285 Fax: (757) 624-3169 rcmapp@kaufcan.com Some folks in ESOP companies wear several hats (e.g., cowboy, top, Panama). With these potential conflicts of interest, good plan governance requires good corporate governance. Some best practices for a majority ESOP trustee include having: the Board add qualified outside members, certain Board committees led by the outside members (e.g., audit, compensation), and the Board provide you with information on company actions so you can effectively protect pa r t i c i pa nt s ’i nt e r e s t s . ESOP governance is complex but you are not expected to be an expert. Nor does ERISA require that all your decisions be correct. However, ERISA does expect you to make well-reasoned determinations on the facts available and to engage qualified experts to help you make these decisions. Remember, the Dr. is always in as your qualified expert –provided the price is right. Sincerely, Dr. ESOP Regional Vice-President –Western Virginia: Glenda Ritchie Transprint USA (540) 433-9101 Fax: (540) 433-6358 glenda@transprintusa.com Chapter Administrator: Deborah Tompkins midatlanticesop@comcast.net CORPORATE MEMBERS Chris Smith, Chemonics International Inc., Washington DC Marilyn Small, HC Yuand Associates, Glen Allen, VA John W. Morsch, Nielsen Builders Inc., Harrisonburg, VA William H. Speakman, III, AHL Shipping Company, Chevy Chase, MD Jamie Ellis, SC&H Group, Inc., Sparks Glencoe, MD PROFESSIONAL MEMBERS Annmarie McGavin, Buchanan Ingersoll, PC., Washington, DC Janine Bosley, Buchanan Ingersoll, PC., Washington, DC James S. Kolan, Equity Strategies LLC, Norfolk, VA Terry Parsley, Hirschler Fleischer, Richmond, VA A.J. Phelan Howard L. Clemons, Pillsbury Winthrop Shaw Pittman LLP, Mc Lean, VA David R. Bogus, Ellin & Tucker, Chartered, Washington, DC Chris Rosenthal, Ellin & Tucker, Chartered, Washington, DC William J. Yaeger, Jr., Herndon, Morton, Herndon & Yeager, Wheeling, WV Paul Horn, WorkPlace Consultants LLC, Bethesda, MD * Please let us know if we missed you. Contact: Deborah Tompkins Chapter Administrator P.O. Box 625 Stow MA 01775