Exit Strategies: ESOP Becomes Family Company’s Fourth Generation
The offices of National Van Lines are in Broadview, Ill., a suburb just west of Chicago, and the low-slung building looks out onto a large parking lot partially filled with moving trailers and beyond that onto busy Roosevelt Road, the area’s main drag.
Light industrial describes the area, with one notable exception: a second floor built onto National’s headquarters that houses a 2,800-square-foot apartment, the residence of CEO Maureen Beal.
The third generation of her family to own and run National, Maureen commutes to work by riding the elevator down one floor, usually accompanied by her miniature schnauzer, Carly. And in my more than 25 years of helping business owners formulate their succession plans, I have never met anyone more committed to her company and its employees than Maureen.
Maureen’s grandfather, Frank J. McKee, founded the place in 1929. Her father Frank L. McKee, ran National until he was 90 – it was his wife who insisted on the over-the-office apartment so he’d make it home in time for family dinner. And Maureen took over in 1993, with her brother Ron McKee working alongside her all these years. Neither of them has children in the business, however, so as they neared retirement age, Maureen and Ron weighed what options were available for an exit strategy. They both wanted to avoid selling to a competitor or a private equity firm.
Maureen had seen that happen plenty of times in the moving business. “What happens is the employees get hurt,” she says. Often, too, the company name disappears into a larger acquirer and the business legacy is gone.
“I’m 71 now,” Maureen says. “I finally realized I’m not getting any younger. I needed to find a way for the company to survive, hopefully in the form it is now.” She and Ron eventually embraced anEmployee Stock Ownership Plan, or ESOP, and adopted financing terms in which, after an initial 25% down payment on the sale price, they’re paid out over an eight-year period ending in 2019. No bank loans or money from outsiders was involved. Maureen is also gradually ceding management control over that period. “By the time I walk out, I’ll be barely missed,” she says. The ESOP transaction closed in May 2011.
A little background on the moving industry:
–Its drivers, who interact directly with consumers, have to be a little less rough-around-the-edges than the typical over-the-road trucker, so finding and retaining this valuable subset is a job unto itself.
–It’s brutally seasonal, with families wanting to relocate during the summer, so it’s feast-or-famine. Matching hauling capacity to the mid-year surge of orders, and then keeping drivers and others busy during the slow winter months, is an operations nightmare.
–It’s cyclical, too, because career mobility all but shuts down during a recession, so the deep downturn that began in 2008 put some movers out of business and hastened a consolidation in the industry.
National came though the recession in good shape. It has a big operation, National Forwarding, which moves military families. And that steady business cushioned the company during the downturn. National also has a smaller unit that moves high-value commercial freight like electronics equipment, gaming machines and trade show set-ups, further diversifying its business. National’s 2013 revenue was about $100 million and the company has been profitable 18 out of last 20 years.
Had National been sold to either private equity funds or a competitor, there likely would have been substantial job losses. George Hartung, a 24-year employee and director of operations for the division that does commercial hauling, recalls being worried about National being acquired by another mover. “I’m sure they have a George over there who does what I do,” he says. His wife Patty is a 26-year National employee – they met at work – and they’re worrying less these days.
Tony Ruiz, a 6-year employee on the military side of the business, had never heard of an ESOP before. “I was skeptical. It sounded strange.” But he waded in, volunteering for the ESOP communications committee, which helps explain the transaction and ongoing results to co-workers, and when retirement account statements started showing his small but growing investment, he felt better. “It makes you feel more secure. We don’t need to worry about the company being broken up and sold off. If I stay here for the long haul, it’s going to be something great for my family,” he says.
Across its three businesses, National employs 135 – truck drivers and local moving agents are independent contractors – and Tony says now that they’re owners, “It makes you want to work a little harder.”
Indeed, many CEOs of ESOPs report gains in productivity, reductions in waste and an outpouring of useful suggestions from employees. A 2012 studyconducted by a former advisor to the bipartisan Simpson-Bowles deficit reduction commission shows that employee-owned companies tended to increase employment at a faster rate over the previous ten years than the overall U.S. economy as a whole.
In conjunction with the creation of the the ESOP, a holding company was created, which owns the operations of the moving, military moving and commercial freight businesses. It’s an S Corporation, so profits and contributions to the owners’/employees’ retirement accounts are not taxed until distributions are made from their accounts. Unlike a 401(k) plan, the timing of distributions is controlled by the company and only made when the employee leaves the company or retires. Distributions can also be made on a tax-deferred basis to a retirement account like an IRA. That happens when employees retire or if they leave and have vested stock.
National still has its 401(k) plan with a company match. Pre-ESOP, only about 50% were contributing to their 401(k) accounts. In 2013, says Gerry Mundt, National’s vice president of finance, the 401(k) was switched from opt-in to opt-out for new employees, and now participation has grown.
Tim Helenthal, who’ll soon celebrate his 20th anniversary with National, was chosen as Maureen’s eventual successor. He now asks employees, “Hey, is that the way you want to spend your money?” On four key moving company metrics – including on-time pickup and loss-and-damage claims — Tim’s pushing for a 10-15% improvement this year.
“Our people have always taken the business personally,” Maureen says. “If something went badly on a shipment, they felt it harmed our reputation and they wanted to fix it. I want the business to survive as close as it possibly can to the way it is today, everybody staying on until they decide to retire. And being run by somebody who cares about the employees and will make the business more successful.”