Massachusetts Family Business Spring 2013

Massachusetts

Spring 2013

FAMILYBUSINESS Official magazine of the

A Moment In Time Legacy Videos Bring Family Businesses – And Family Histories – To The Next Generation

Inside:

Call for Nominations for FBA Awards Federal Health Care Reform Comes to Massachusetts Register Now for the New England Family Business Conference

A Supplement to Banker & Tradesman

The Family Business Association Awards for Massachusetts 2013 honoring Massachusetts Family Businesses

Nominate or apply today!

The FBA’s mission is to recognize and honor the critical, and often remarkable, contributions that family businesses make to the local, national and global economy and to their industries and communities. Nominate your favorite family business today at www.fbaawards.com/fba_admin/2013_Nomination.pdf

CALL FOR NOMINATIONS

To apply for a 2013 FBA Award for your own company, download an application at http://fbaedu.force.com/applynow.

All applications and responses must be received by the FBA by 5 p.m. on Friday, Aug. 16, 2013.

For more information visit www.fbaawards.com or contact Liz Pratt of the FBA at (617) 218-2077 or via email at lpratt@fbaedu.com.

Massachusetts Family Business Official magazine of the

CONTENTS

10 FAMILY BUSINESSES, FAMILY HISTORIES For most family-owned businesses, “family� is an integral part of the corporate identity. Legacy videos can help those values carry over to a new generation.

10

4

from the board

Better From A Warm Hand Than A Cold One

6

health care reform

Federal Reform And Massachusetts Family Businesses

8

escape hatch

Exit Strategies For Small Family Business Owners

12

you scratch my back ...

The Truth About Trading In A Family-Owned Business

14

family business conference

Register now and save!

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8

6 3

Letter from the Board

Better from a Warm Hand Than a Cold One

By Jeffrey Davis

I

recently worked with a family business that took an approach to succession I’d like to see more of – all the generations got together and discussed how to responsibly continue their generational identity and utilize their financial assets in support of their cumulative goal, while the older generation is still in the picture.

Together, we constructed a family identity and legacy that is expected to continue JEFFERY DAVIS down the generations, and discussed what’s great about the past, present and the future, and something that would tie them all together.

That’s all the more important today, in the age of global trade, when markets are changing more rapidly than ever before.

Helping family-owned businesses stay ahead is what the Family Business Association is all about. We have worked as an organization for seven years, at no cost to family businesses, supported by

corporations that work with and benefit from family-owned businesses. According to statistics from Gaebler.com, family-owned businesses provide 50 percent of the gross domestic product. Baked into that cake is a surprising figure: 35 percent of Fortune 500 companies are family-owned companies. Family-based operations range from small businesses to large corporations.

Family companies are responsible for 60 percent of the nation’s employment and 78 percent of new jobs created, Gaebler.com reports, noting that this demonstrates the fast growth of family business in an economy that otherwise isn’t growing as fast.

But there’s a downside, too. Only a third of all family businesses successfully transition to the second generation, either because the next generation has no interest in running the business, or they make drastic changes once they take charge, Gaebler.com reports.

On another note, please save the dates of May 16 and 17, 2013, for the first New England Family Business Conference.

To be held at MGM Grand at Foxwoods Resort and Casino, and co-sponsored by the Family Business Association and The Warren Group, publisher of Massachusetts Family Business, the event is expected to attract more than 100 familybusiness owners and managers who will learn from peers and experts on a variety of best practices, and get an opportunity to network. Educational breakout sessions featuring panels of family business owners will share knowledge and experience, and attendees will receive breakfast and lunch as part of the event, as well as a chance to win raffle prizes. For additional information, call The Warren Group at (617) 896-5344.

Show your support by logging onto the FBA’s website, www.fbaedu.org, to register, free of charge, to show your support of family business enterprise and to see the abundance of what the FBA has to offer. See you at the event!

■ JEFFREY DAVIS IS A DIRECTOR OF THE FAMILY BUSINESS ASSOCIATION, INC.

Massachusetts

FAMILYBUSINESS

Official magazine of the Family Business Association. Inc.

Editorial | Advertising | Design A Family-Owned Business Since 1872

DIRECTORS 101 Huntington Ave., Suite 500 Boston, MA 02199 fbaedu.com

4

Jeffrey S. Davis, Mage, LLC Al DeNapoli, Tarlow, Breed, Hart & Rodgers, P.C. Brian Nagle, BNY Mellon Wealth Management

VICE PRESIDENT Catherine Watson, Tarlow, Breed, Hart & Rodgers, P.C.

PRESIDENT

TREASURER

Edward D. Tarlow, Tarlow, Breed, Hart & Rodgers, P.C.

Richard A. Hirschen, Gray, Gray & Gray, LLP

280 Summer Street, Boston, MA 02210 Phone 617-428-5100 Fax 617-428-5119 www.thewarrengroup.com ©2013 The Warren Group Inc. All rights reserved. The Warren Group is a trademark of The Warren Group Inc. No part of this publication may be reproduced in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage and retrieval system, without written permission from the publisher.

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5

Federal Health Care Reform and Massachusetts Family Businesses

By Evelyn A. Haralampu

B

eginning in 2014, businesses with at least 50 full-time equivalent employees must deal with the requirements of federal health care reform – the so-called “Obamacare.” The federal law will closely regulate most employers to encourage them to provide employees with coverage that is comprehensive and “affordable,” but not “Cadillac” coverage or coverage that discriminates in favor of highly-paid individuals. The taxes that can be triggered on noncompliant employers are significant and not always avoidable or predictable.

6

If a Massachusetts employer with at least 50 full-time employees offers no health care coverage and has any employee who receives premium tax credits to buy health insurance through the state exchange (the Massachusetts Health Connector), that employer is subject to annual federal excise tax based on the total number of employees exceeding 30. For example, an employer with 100 employees would owe an annual excise tax of $140,000 ($2,000 times 70 employees) if it does not offer health care coverage and one of its employees enrolled each year in

a policy through the state exchange and received a premium tax credit. In addition, the Massachusetts employer would owe the Massachusetts state excise tax for failure to provide health insurance.

If, alternatively, the same employer offers “unaffordable” health care coverage and has two employees obtain a tax credit for insurance purchased through the state exchange for a year, the federal excise tax would be $6,000 ($3,000 times two). An employer must be cautious to consider all penalties, both state and federal, when deciding not to offer a healthcare program

(or offering an “unaffordable” program) since the total penalties must be compared with (or added to) the total costs of providing health insurance.

Beginning in 2018, “Cadillac” group health coverage is subject to excise tax of 40 percent on the “excess benefit.” If coverage is provided through insurance, the insurer pays the tax, making it more expensive to the employer. If the employer self-insures, the employer pays the tax.

Beginning in 2018, these excise taxes on “Cadillac” group health plans will drive up the costs of employers’ more generous health plans.

Employers sponsoring either fully insured or self-insured group health plans will be subject to heavy excise taxes under federal health care reform for failure to meet non-discrimination requirements.

The penalty for a plan that discriminates in favor of the highly compensated is $100 per day per affected individual. However, the definition of nondiscriminatory coverage has yet to be clarified and this provision is not yet in effect.

With these changes on the horizon, it is particularly important for employers to review the nuances between federal and Massachusetts law. Federal health care reform laws apply to an employer with more than 50 “full-time” employees and preempts state laws that would otherwise prevent the application of the federal law. Massachusetts health care reform applies to employers with 11 or more “full-time equivalent” employees and defines “full-time” differently than federal law. For Massachusetts requirements, a full-time employee generally works 35 hours per week. while a fulltime employee under federal law generally refers to a person who works an average of at least 30 hours per week.

If a Massachusetts employer has between 11 and 50 full-time equivalent employees only the Massachusetts, and not the federal, health care reform rules apply. A Massachusetts employer with more than 50 “full-time” employees (as defined by federal law), must comply with stricter federal requirements, and will most likely have to comply with at least some of the Massachusetts rules as well.

There are many details of the federal health care reform that are still in flux and subject to regulations that have either not been issued or are not yet in final form.

Massachusetts employers with over 50 full-time employees must make sure they are complying with both state and federal health reform law. Because not all of the federal health care rules and regulations under the act have been finalized, it is not entirely clear how these laws will work together. However, Massachusetts employers with over 50 full-time employees can expect to be required to meet the more stringent federal non-discrimination rules as well as the Massachusetts reporting and disclosure rules for health care plans.

wages above $200,000 (or $250,000 for taxpayers filing joint returns) for a total Medicare tax of 2.35 percent on wages in excess of these thresholds. Wages under the new thresholds continue to be taxed at 2.9 percent. Employers will be required to withhold the new tax from an employee’s wages exceeding $200,000. The earnings of an employee’s spouse are not considered for the employer’s withholding purposes, although a couple will owe the full tax on their joint wages over $250,000.

Massachusetts employers are in some ways a step ahead, and in other ways a step behind employers in other states regarding the implementation of the federal health reform. While Massachusetts employers are more cognizant of health care planning issues, Massachusetts employers with over 50 full-time employees will have more to consider than merely the federal requirements.

■

New Federal Withholding Taxes Under federal health care reform, all employers must withhold greater Medicare payroll taxes on employees with higher incomes. The Medicare payroll tax, which funds the disabled and Medicare Hospital Insurance for persons age 65 or older, is currently at a rate of 2.9 percent on all wages (without limit), with workers and employers paying 1.45 percent each.

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7

Exit Strategies for Small Business Owners

By Debra Leggett

W

hat happens to your family business if you retire or want to try your hand at something else? If you are like many small business owners, you probably haven’t given an exit strategy a great deal of thought. Like most business decisions, however, careful planning is essential if you want the best return on your investment.

It is important to develop an exit strategy years before you plan to leave your business.

The goal is to select a strategy that extracts as much value as possible DEBRA LEGGETT from the business so you are rewarded for all your hard work.

Possibilities include: 8

Arm’s Length Sale Probably the most straightforward way for a retiring owner to leave a business is an outright sale of the ownership interest or business assets to a previously unknown buyer. A business broker can assist in the sale and help establish a reasonable price. This kind of transaction often results in the best price for your business and returns value to you more quickly than other options. An arm’s length sale is especially appropriate if your business can be easily transitioned to new owners without any disruption in your business’ profitability.

Arm’s length sales typically require services from a team of consultants, including business brokers, lawyers and accountants. These services can cost the parties

tens to hundreds of thousands of dollars depending upon the complexity of the transaction and the value of the business.

Arm’s Length Light Business owners who wish to avoid high transactional costs and the uncertainty of selling to an unknown buyer may opt to sell to an acquaintance or someone in the same line of work. While similar to an arm’s length sale, arm’s length light transactions typically carry lower transactional costs. You may decide on a price through discussion only, instead of through an independent financial analysis. The buyer may also be willing to forego some of the extensive representations, warranties, due diligence, etc., that are typical in an arm’s length transaction. On the other hand,

cost savings are often counterbalanced by a lower purchase price due to lack of competition and familiarity with the buyer.

Sale to Co-Owners Businesses with multiple, approximately equal, co-owners typically have an agreement in place should one of the partners die, become disabled, retire or choose to leave the business. Often, the departing partner’s portion of the business is sold to the business entity or to the co-owners in a transaction paid for by insurance, profits, or separate financing.

Passing the Business to the Next Generation The goal for many family businesses is to create value and a source of employment for future generations. If you plan to pass your business to your children, your exit strategy revolves around transferring your interest in the business rather than an outright sale. In this case, estate planning vehicles can be used to determine how and when your business interest is

transferred. Your accountant, business attorney, and estate planner should work together to consider how proposed changes in the ownership of the business will affect your ability to run the business now and in the future.

Employee Purchase Sometimes employees buy a business in an arm’s length light transaction. Often, however, they are not in a position to buy the business outright. In this situation, some business owners adopt a plan to grant employees stock over a period of years as part of their compensation package. The stock is often offset by reduced cash compensation, which is then available to the owner as a means of extracting value from the business. When the employees become the business’ majority owners, day-to-day decision-making often transitions to the new owners.

Though less common, another option is to create a cooperative. If a business has a relatively large number of employees interested in taking over day-to-day

ownership, all members would govern the corporation equally, with profits divided based on contribution of labor. This strategy requires committed employees who are willing to work with their co-employees for the long-term, as well as a business that lends itself to cooperative operation.

Customized Exit Strategies Exit strategies must be customized to the unique needs of both the owner and the business. For example, special considerations must be taken into account for professional businesses that can only be owned by similarly licensed professionals.

Be prepared to engage in a long process of exploration to find the exit strategy that is best for you, followed by a gradual process of implementing the strategy. It may take years to accomplish a strategy from decision to conclusion, so be sure to map out your strategy well before you plan to leave your business.

■ DEBRA LEGGETT IS A PARTNER IN THE BOSTON LAW FIRM ENGLANDER, LEGGETT & CHICOINE, PC.

If you have a small business, chances are you have big plans.

Our financial representatives can help you with your long-range business plans. By offering innovative solutions that include risk management, business succession, employee benefits and personal planning, we treat you like you’re anything but small.

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A Life Flashing Before Your Eyes Legacy Videos of Family Businesses Can Touch Future Audiences

By Christina P. O’Neill

C

reating a family-business history on video can impact many different audiences. For family-owned businesses, their history is an essential part of their values, their brand and who they are today.

Think of the documentary craft as practiced by historian Ken Burns – an evocative story that interweaves a tapestry of vintage photos, books, music and on-camera reminiscences that have enduring value to today’s audiences. That’s the nature of the work done by Rob Cooper and Pam Pacelli Cooper, co-owners of Cambridge-based Verissima Productions Inc. Verissima, established in 1999, has clients around the globe. Its broadcast clients include PBS and Boston’s WBZ. Its corporate clients include Avid Technologies, Biogen Idec, Honeywell, Reebok and The Warren Group, publisher of Massachusetts Family Business magazine.

Many audiences need many voices The benefits of creating a video of the family business history are relevant to both internal and external audiences. For current employees, it can be a motivational tool; for new hires, an orientation tool, and for potential employees, an efficient comple10

ment to the recruiting process. For external audiences such as current and potential customers, it can position the company’s core strengths and character, and make current customers feel good about their choice. A video’s message can show its strengths and reliability, and communicate family values while demonstrating how the company has continued to evolve to meet new challenges Capturing and preserving the full essence of a family business requires a lot of voices outside the immediate family. With the advice and consent of the client, the co-producers tap interview subjects, including any or all internal or external family members, stakeholders, satisfied customers, charitable organizations, and more. “The more different faces and voices, and the less voice-over narration, the more credible it is – the more lively it is,” says Rob. “You grasp the essence of who this business is, what they are, and what they’ve done.”

A lot of the groundwork for shaping the themes is done by Pam, an experienced family systems therapist and oral historian.

“We try to identify the theme in the family, the values and ethics as they apply to the business, and we use that as the hub around which all of these other elements circulate,” she says. Rob, with

30 years of broadcast and corporate production experience, figures out how to shoot, pace, select any accompanying music, and edit the contents. Background research constitutes a majority of the time spent, second to editing the content. Only 20 percent of the production time is oncamera.

There are thematic elements, then the pragmatic and material components, such as B-roll (visual backgrounders of on-site company operations), family and business photos, and research on historic family photos and era-related photos, all of which give the film editors the structure to add to people’s comments. They then pay attention to organization and pacing to divide the story into segments, and how to keep the narrative moving.

Whose story gets told?

There’s always the question of how family business owners want to use history to position what the business is today, and the dynamic between their record of achievement over time, and their ability to evolve, Rob says. Stories of the founders come into play most often – those who may not be here anymore, who made the company possible.

Ultimately, while the client controls the story, Verissima inquires about the crucial background factors such as financial and legal events and the story behind them – and then, whom the client wants included and whom not, and how that might play out in the company. “That is covered in great depth ahead of time,” Pam says.

Then, there’s the question of which employees the client chooses to feature in the present-day segment of the company story. Rob notes that during his corporate video career, this was not an uncommon issue. A corporate client had him produce an employee orientation film. Within two years, three key employees featured in the video had left the company. Rob went back to do an update. “This was not a big deal,” he says. “it was a one-day reshoot.”

Digital editing made it easy to freshen the video for the client.

To that end, digital video production can make it easier than ever to make different versions of the same film for different audiences, such as clients, prospective employees, community groups, or future generations. “Once the history’s done,

you can customize it for different audiences,” he says.

Is there anything else you want to add?

Often, the best moments in a familyhistory documentary are the spontaneous ones. Pam goes into her interviews wellprepared with questions carefully selected to unearth the key aspects of the story.

But at the end of the interview she always asks if she’s missed anything, and asks what else an interview subject might want to say. This question sometimes delivers the best and most memorable responses.

Pam recalls creating a business/personal history for a highly successful entrepreneur and philanthropist, who was regarded by associates and his children as an example of perfection. “When I asked if there is anything I missed that he might like to add, he said he wanted to tell his children that – as he put it – he was ‘not a model child’ and that he’d acted out in a number of ways. He came to realize that it was this same willingness to take risks that led to his success in creating new businesses, and without some personal experimenting, he wouldn’t have become who he was.”

When the next generation saw this, they were surprised, fascinated and re-

lieved, each of them having had some similar passage. Sometimes a legacy that is larger than life quashes the very real talents of the next generation, because they think they have to start out as accomplished as the parent was. But their father gave them a great gift in letting them see the man beneath the image, she says.

Such can be the unexpected dividends of creating a video of the history of a family business, and an example of the kind of residual value that the company and the family can derive from a family business history.

Rob cites a client from Verissima’s early days as saying: “‘If our family is going to continue on in the business, we want them to know as much as they can about how we operated it, and where it came from. If they’re not going to continue in the business, we want them to know the story of who and how we were. As for future generations, if they’re going to choose not to continue, we want them to know the story of who and how we were as a family business. And if they’re on the fence deciding, we hope that this video will encourage them to carry the tradition on.’”

■ CHRISTINA P. O’NEILL IS EDITOR OF MASSACHUSETTS FAMILY BUSINESS MAGAZINE.

Rob Cooper and Pam Pacelli Cooper filming on location.

Photo courtesty of Verissima Productions Inc. 11

The Truth about Trading in a Family-Owned Business

By Lois Lang

“I

f you give me some new kitchen cabinets, I’ll redo your website and give you free hosting and SEO for a year.” Trading the products or services of the family business for something in return is more common than most people like to admit. Sure, we all enjoy getting something for “free,” but when it comes to trades, that freebie often has a steep cost.

In fact, even though you may think doing the trade is good for the family business because it builds friendships and can lead to referrals, often the trade is unequal, decreases employee morale, and creates a “who is getting more” pile of resentments within the family. So while trading may be common, it’s a practice you need to avoid or curb immediately. Following are some key points to consider the next time you contemplate trading your family business’ products or services.

Swapping quickly escalates. A little trade with a neighbor usually starts out innocently. Perhaps you swap a few haircuts for piano lessons for your child. Since that turned out well, you may keep trading with the person, but then you branch out and do other trades with more businesses.

Before you know it, you start to think it’s okay to use the business any way you want to, which could ultimately lead to issues of embezzlement. So even though trading is not seen as taking the company’s assets, it’s a slippery slope that is truly a misuse of the family business.

Trading decreases employee morale and productivity. Would you like to put in a full day’s work and not get paid for it? Often, that’s how employees feel (both family and non-family) when they have to do trade work. Think about it from their per-

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spective. Whoever would have normally sold the product or service no longer gets commission for the sale, yet he or she still has to process the paperwork and possibly even do the hands-on work. On top of that, the employees see the owner (or the person who did the trade) reap all the personal benefits of the trade, while the business as a whole gets nothing. And despite this extra work now on their plate, the employees still have to meet their usual goals and quotas. But what’s the motivation to do so when the owners or managers let product walk out the front door?

Employees often do what you do, not what you say. When employees see the owner or other family members doing trades, they often take up the practice themselves. After all, why should the owner be the only one with a club membership, white teeth, or new carpeting in their home? Once trading escalates, your inventory gets depleted and your profits shrink.

Ultimately, all employees start to think of the business as their personal pocketbook

instead of as a stand-alone entity that has a responsibility to all employees and shareholders.

You devalue your offerings. When you trade, the value of the item or service (for both parties) diminishes. Because no money is being exchanged, neither party truly understands the real value of the product or service received. Even worse, when word spreads that you’re willing to work for trades (and it will), the value of what you do shrinks even more. Before you know it, a good number of your sales leads are from people interested in trading. And no company can pay its bills when trades dominate the workload.

You can’t get equal service. More often than not, trades leave someone with the short end of the stick. Because you’re getting the product or service for “free,” it’s difficult to complain when something isn’t quite right. Didn’t like your haircut? Want the yard service to do a better job weeding the garden? Didn’t like the last batch of organic produce? If you had paid full

price for the product or service, you’d have no problem complaining. Yet when it’s a trade deal, you often feel that you can’t make demands. When that occurs, feelings of resentment grow, making the trade an unpleasant situation for at least one of the participants.

End the Trades for Good If someone really wants your product or service, and you really want theirs, then engage in each other’s offerings the right way – by going through the sales channels and paying for the deliverables. While trading is perceived as cheaper and easier, when you consider all the damage it does to your employees, your product or service’s value, and ultimately your business, you’ll see that trading is actually a very costly option.

To keep your family business going strong, swap out the trading mentality before it’s too late.

■ LOIS LANG IS A SPEAKER AND CONSULTANT WITH EVOLVE PARTNER GROUP, LLC.

FBA Webinar Wednesdays March 20 Making the Most of your Marketing Dollars Gain insight from a seasoned chief marketing and communications officer, Kim Noltemy of the Boston Symphony Orchestra.

April 17 Models for Engaging the Next Generation Through Philanthropy Whether to engage them in existing family giving, develop them for future involvement in the family business or to prepare them for new wealth, involving the next generation through philanthropy can and should be a mutually rewarding endeavor. In this webinar we’ll talk with family business owners and philanthropic leaders to dissect the why, when and how.

Jennifer Cannon, director of development, The Boston Foundation Jim Coutre, partner, The Boston Foundation May 15 Small Business Association Lending and Your Family Business Who better to provide insight than Bob Nelson, SBA district director and acting New England regional administrator, and Joe Bator, senior vice president, Eastern Bank, the #1 Massachusetts SBA lender.

June 19 IT Security Security is an ever-increasing challenge for family business as IT takes on a bigger role within businesses of all sizes. Whether IT is significant to client or vendor interaction or whether it relates to the security of employee information or trade secrets, you will be sure to learn relevant guidance from IT security expert Rob Fitzgerald, president of The Lorenzi Group LLC. About FBA Webinar Wednesday The Family Business Association’s Webinar Wednesdays series provides relevant, quality information to family businesses delivered live over the web. Family business peers and advisory professionals address topics to help you and your family. The FBA would like to thank Wolf & Company, P.C. for producing this series. To inquire about the webinar program, please contact Ashley Sullivan at (617) 261-8148 or Liz Pratt at (617) 218-2077 or lpratt@ fbaedu.com.

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New England

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IN CONJUNCTION WITH

REGISTER May 16 & 17, 2013 TODAY & SAVE MGM Grand at Foxwoods Resort & Casino

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Join Us For The 2013

New England Family Business Conference Family business owners and managers: this conference is designed for you! Meet face-to-face with more than 100 of your peers at The New England Family Business Conference.

At this event, learn from peers and hear from experts with little distraction. With registration restricted to family businesses and vendor-sponsors only, you will be free to learn from family business owners and executives just like you! Gather with others eager to share their knowledge and experience as part of our educational panel sessions.

We are listening to you, and developing in-depth sessions that are vitally important to the future of your business. Topics to be addressed by family business owners from a variety of industries may include:

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Don’t delay – sign up early and save! Save 10% by signing up before April 1. Register with discount code FBIZ2013.

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