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MBC Ventures, Inc.- Full Case Study

MBC Ventures, Inc. (formerly “Maryland Brush Company”)
A 100% employee owned old industrial company develops new green tech product with money saved as an S corporation ESOP.Maryland Brush Company, Inc. (MBC) located in inner city Baltimore, is now a one-vote-per-person, unionized, 100% employee-owned company.After Pittsburgh Plate & Glass divested Maryland Brush Company, Inc. (MBC) in 1990, management and the United Steelworkers members bought the company through an ESOP.Through the continuing assistance of Attorney Deborah Groban Olson, corporate, and ESOP counsel since 1998, MBC has been able to establish and maintain its place as a worldwide manufacturing leader as well as a desirable, democratic, workplace. MBC is a full-service manufacturer of industrial brushes and paint brushes. The employees have one vote per person on shareholder issues, as in a co-op, and regularly participate in making company decisions.As an ESOP, MBC is uniquely positioned to compete in the global economy, establishing the company as one of the most progressive employers in the industry, the majority of whom do not offer similar programs.In 2000, the tenth year of the ESOP, MBC had experienced increased sales for the five preceding years and its stock value had increased by 133% since becoming an ESOP. From inception of the ESOP in 1990 through 2008, the company’s stock has consistently met or exceeded the earnings charted by the S&P, completely turning around MBC’s financial picture and its prospects going forward.In 2007, after paying off its stock acquisition debt, MBC elected Subchapter S status. As a 100% ESOP owned company, it was thereafter exempt from paying federal corporate income tax. These savings have enabled it to invest over $1,000,000 in the purchase and product development of its new Skylouver™ product.Since 2008, the maturing market for industrial brushes caused MBC to seek new product lines.In 2010, MBC invested in a start-up company making the SkyLouver™ technology (a combination skylight and solar thermal power collector) in exchange for manufacturing rights.MBC later decided to buy all the intellectual property rights to SkyLouver ™ to ensure successful management of the commercialization process.The new SkyLouver™ product line, launched in 2013, is expected to increase employment, employee ownership and profits. MBC will have shifted its product focus from a mature shrinking market to a dynamic growing one.In September 2010, the US Department of Energy in conjunction with the State of Maryland’s Clean Energy Economic Development Initiative (CEEDI) grant program, provided $770,000 to MBC to retool a production line at its Baltimore facility to manufacture SkyLouver™ products.MBC estimates that this project will result in 10 jobs in Baltimore during the first year. MBC has gone first to the Steelworkers to make the initial manufacturing worker hires for SkyLouver™. To accommodate its new product and market expansion, the company’s name is now MBC Ventures, Inc. 

Carris Reels, Inc.: Full Case Study

Carris Reels, Inc.
Business Succession Major Decrease in Employee Turnover,
Employee Participation in ESOP Plan Design & Community StewardshipCarris Reels, Inc. is a family owned company with 710 employees in 15 plants in eight states and sales estimated at $83 million in 1995. Henry Carris started the Company in 1951, with 2 employees. In 1980, Henry retired and was succeeded by his son, Bill Carris. Carris Reels has been supplying wood, metal and plastic reels to the wire and cable industry for over 45 years, providing the most comprehensive product line of any reel manufacturer. Carris Reels also has subsidiaries producing furniture and pallets.Carris Reels initiated an employee stock ownership plan (ESOP) in 1995 by contributing approximately 10% of its stock to the ESOP, and has become 100% employee owned and governed over a period of approximately 10 years. Owner Bill Carris is a strong believer in participation and community building. Bill Carris created a long term plan to move his company not only from family to employee ownership, but to transform its culture and employees to community stewards as well as profit making owners. Some of the first concrete steps in this process were the creation of the ESOP plan, and the employee participation committee, and involvement of the employees in designing that plan.Carris Reels CFO, David Fitzgerald said “Before the ESOP, we had 100% employee turnover in our Michigan and North Carolina facilities. Now that the ESOP owns the company, turnover is 20% company-wide. Although many of our jobs are physically demanding, our company has become an employer of choice.”Assisted by Attorney Deborah Olson, Carris Reels used a several stage education and decision making process with a four-fold purpose:

1. initiating the employee participation system;
2. integrating it into the company’s long term plan for ownership and culture change;
3. educating the initial employee leaders in the nuts and bolts of the ESOP; and
4. making all the major plan structuring decisions.

The outcomes were that:

1. a few major issues were reserved by the seller as his prerogative;
2. most structure decisions were made by the Long Term Plan Steering (LTP) Committee, comprised of employees from each location and all levels of the Company;
3. the allocation structure was put up for a vote of all employees;
4. upper management learned about several serious roadblocks in the participation system from hourly and middle management employees and took action to unblock them;
5. the LTP Steering Committee became the primary group responsible for championing the participation system and received the permanent job of, among other things, choosing the ESOP Administrative Committee, which serves as the Trustee.

Description of Carris Reels Employee Ownership from its Website"Carris Reels is a company of employee-owners. One hundred percent of the company’s stock is held in an ESOP plan, which is a defined contribution retirement plan and thus a long term benefit. Carris Reels has taken employee-ownership way beyond the minimum requirements and developed a culture in which broad based employee-ownership is assumed to be normal rather than extraordinary.Shared ownership is different than owning something individually and requires a unique balance of cooperation, understanding and accountability. At Carris Reels, all employee-owners have a stake in the outcome of every transaction and business decision. Equitable play and above average benefits are part of the equation, as are monthly incentives and annual profit sharing bonuses. Each year the stock value provides a measure of our long term success. We make sure employee-owners understand that thoroughly satisfied customers and operational excellence are absolutely necessary for employee ownership to realize its full potential.Internally we refer to Carris Reels as "employee-owned and governed." We have implemented a system for involving employee-owners throughout the company in decision making. Whenever possible we push for decision making to be done by those who will be impacted by a decision. Employee owners have many opportunities to serve on special purpose committees. The company's primary governing body is the corporate steering committee (CSC) which is made up of management and non-management employee-owners who work on a very wide range of issues. The CSC is primarily responsible for communications and culture at Carris Reels, and makes decisions about governance, policies and benefits. The CSC also serves management and the Board in an advisory capacity. At Carris Reels, non-management employees also serve as ESOP Trustees, and the CSC is now working on making recommendations to the Board of Directors for non-management employees to serve on the Board. Carris Reels truly is employee-governed!At Carris Reels, we recognize that there is a spiritual component to the organization. We also realize there is an emotional element. Carris Reels employees were hardworking and dedicated long before the company became employee-owned. We talked a lot about the importance of "looking out for each other" when we dramatically improved our safety performance, and the Golden Rule serves as our code of conduct. Folks at Carris Reels work extremely hard. We "ride for the brand" and wear the company hats and t-shirts. Many long term employees will tell you they have stayed at Carris Reels so long because they "belong here".The ESOP is the vehicle for employee ownership at Carris Reels. Continuing this analogy into the future, we are never completely "done." We have had a long standing commitment to open book management and teaching employee-owners the business but yearn to make "the books" an integral part of our day to day operations. Employees are owners, and are as committed as they can be, however we expect to much more fully develop the entrepreneurial spirits within our employee-owners.Carris Reels is proud to be one of many companies that exemplify employee-ownership in America. We have actively participated in this movement by becoming active members of The ESOP Association and its Chapters. We were honored when The ESOP Association named Carris Reels Employee Owned Company of the Year and we are proud of the Awards for Communications Excellence (ACE) we have received. Carris Reels employees are frequent attendees, participants and speakers at The ESOP Association's meetings and conferences. One of the most valuable membership benefits is developing relationships with other leading ESOP companies and bringing back what we learn from these trendsetting organizations to our company. A recent issue of the ESOP Report used the tagline "Where the ESOP Community Meets" to promote the Annual Conference. That phrase really sums it up well!The ESOP Association's vision statement says: "We believe that employee ownership improves American competitiveness¦ that it increases productivity through greater employee participation in the workplace that it strengthens our free enterprise economy and that it will maximize human potential by enhancing the self-worth, dignity, and well-being of our people. Therefore, we envision an America where employee ownership is widely recognized as a catalyst for economic prosperity where the great majority of employees own stock in the companies where they work and where employee ownership enables employees to share in the wealth they help create." In addition to our membership in The ESOP Association, we are also members of The National Center for Employee Ownership (NCEO) and ESCA. We have contributed to The Employee Ownership Foundation (EOF) and support the Vermont Employee Ownership Center (VEOC).Realizing how much we benefit from employee-ownership at Carris Reels, and how much we have gained from our interaction with other employee-owned companies we strive to give back to the ESOP community and help other companies become employee-owned as well."