Massachusetts Family Business 4Q 2011

Massachusetts

Fourth Quarter 2011

FAMILYBUSINESS Official magazine of the

Three stories of growth, change, and adjustments

RIDING THE ROCKET Plus:

Meet the FBA Advisory Council

A Supplement to Banker & Tradesman

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Massachusetts Family Business Official magazine of the

CONTENTS

12

ROCKET RIDE TO THE NEXT LEVEL Families And Companies Change When Business Takes Off. How Do They Adapt?

4

from the board

12

Don’t miss the 2011 Family Business Awards.

6

strategic planning and risk management

8

FBA Advisory Council members are ready, willing, and able

Nine advisors and their business stories.

18

the proof of the sale is in the value

6

8

How one company crafted a win-win sale.

20

fifth generation joins the Grossman Companies

22

fast five tips: setting up a separate real estate company

18 3

Massachusetts

FAMILYBUSINESS

from the board

Another Generation of Success

Official magazine of the Family Business Association. Inc. Massachusetts

By Brian P. Nagle

A

s the broader economic recovery toils to maintain traction, various industries are showing disparate degrees of progress. Each industry group is in a different stage based on the residual impact from the last cycle.

Some continue to struggle like a small infant attempting an initial awkward crawl. Others are attempting to stand on their own with fits and starts, and experience an occasional thump back to the ground. Similar to eager toddlers testing their agilB R IAN P. N A G L E ity, the stronger industries are finding growth with merely an occasional wobble in their expansion. This business cycle is presenting as many unique challenges as it is offering exceptional opportunities to each. It is a critical time for a business to hone its practices and review its business strategy, particularly in light of a growing regulatory environment paired with subdued economic growth. The Family Business Association (FBA) remains focused on helping family businesses navigate these complex issues through its educational platform and the expertise embedded in its broad network of family business owners, entrepreneurs, and professionals.

On Nov. 3, the Family Business Association Awards for Massachusetts 2011 will again honor the entrepreneurial spirit of family businesses at the Royal Sonesta Hotel in Cambridge.

The FBA Awards highlight the family business movement by recognizing several highly successful family businesses and sharing each of their stories. The evening is one of many events that the FBA hosts to facilitate collaboration and knowledge sharing. This year’s keynote speaker will be Stephanie Sonnabend, chief executive officer and president of Sonesta International Hotels Corporation. Since joining the family business in 1979, she has held various managerial positions including vice president of sales, vice president of marketing, and executive vice president. The evening will be hosted

by David Wade of WBZ-TV and co-moderated

by Jeffrey Davis and Al DeNapoli, both execu-

tive directors of the FBA. The FBA’s website, fbaedu.com, contains additional information on the FBA Awards program.

The FBA continues to communicate the importance of what family businesses are to their local communities and economies – these businesses are the backbone of America. It is estimated that family-owned businesses contribute 57 percent of the U.S. GDP (approximately $8.3 trillion), employ 63 percent of the workforce and are responsible for 78 percent of all new job creation. The media has been instrumental to the FBA’s communications. Comcast Spotlight continues to deliver public service announcements featuring past winners on many of cable television’s premier channels reaching more than 1.9 million households across the state. The FBA’s quarterly publication, Massachusetts Family Business, presently reaches more than 40,000 readers through the support of The Warren Group. Entercom Communications’ radio stations, WAAF, WEEI, WRKO, and Mike-FM, have delivered the message reaching more than 2 million listeners each week in the months of July, August and September. The Boston Business Journal continues its support of the awards program and publishes multiple articles focused on family businesses.

As a university without walls, the FBA continues to facilitate educational seminars throughout the various geographic regions of the state with support from educational institutions such as Bay Path College, Suffolk University, Clark University and the University of Massachusetts Dartmouth.

With more than 430 nominations for the 2011 Awards program, Nov. 3 will prove to be another exciting celebration of family business, and we hope to see you there. In the interim, the FBA continues to frame its calendar of events for 2012 with additional information available on our website, fbaedu.com. As an open platform, we encourage you to participate in one of our many webinars, seminars, or social events. Just as an eager toddler rushes to greet a familiar family member with a smile, we as a three-year-old organization will be just as excited to see you there. n

BRIAN P. NAGLE, JD, LLM, BNY MELLON WEALTH MANAGEMENT, IS A DIRECTOR OF THE FAMILY BUSINESS ASSOCIATION, INC. 4

Fourth Quarter 2011

FAMILYBUSINESS

In Recognition Of Excellence

Official magazine of the

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Three stories of growth, change, and adjustments

RIDING THE ROCKET Plus:

Meet the FBA Advisorsy Council

A Supplement to Banker & Tradesman

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Family Business Association Awards for Massachusetts 2011 Watch for the announcement of this year finalists at www.fbaedu.com.

Join the celebration on November 3, 2011 at the Royal Sonesta Hotel in Cambridge. As has beeen a highligh ever year, award finalists will be featured in video presentations before this year’s winners are announced.

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5

Strategic Planning and Risk Management Not Your Father’s Oldsmobile

By Steven Brown

great job, and the proposal looked very promising. “I ask only one thing,” he said.

“Wait until I die.”

Dad’s sense of humor aside, his response took me by surprise. How could he not see how important this change was for our family’s business? What had I missed in my planning and presentation?

The risks associated with not automating were clear: Becoming less competitive, less profitable, less responsive to our customers, and ultimately, less relevant in the marketplace. Our blueprint had built risk management into every aspect of the plan, but we didn’t do a very good job of communicating that. So Dad was skeptical.

The company had been able to overcome competitive risks in the past. His fear: what are the risks and how will you deal with them? Aren’t you putting all that information into a black box? How do you know

T

here’s more to risk management than simply determining if you have enough insurance. Business owners in today’s economy know that it doesn’t take a disaster to have a loss. Insurance won’t protect against the consequences of poor business judgment. It takes thoughtful strategic planning to create the kind of value and sustainability that every business desires.

For family-owned businesses, however, one significant challenge to implementing a shift in strategy is getting the older generation to buy in. During the late 1980s and early 1990s, before the availability of networked PCs and the ubiquity of the Internet, my father, who founded Poulson Office Products in 1957, was ready to start making the transition from active operator to advisor.

Poulson Office Products, a businessto-business office-supplies sales and distribution company, serviced clients in the greater Boston area. At the time, the office superstore concept was on the horizon.

We could see it coming. After much re-

For family-owned businesses, one significant challenge to implementing a shift in strategy is getting the older generation to buy in. search and discussion with our accounting and business consultants, the decision was clear: We needed to fully automate our business if we were to compete in a rapidly changing marketplace.

We were in B2B sales and distribution, and we needed more than just a billing system. We needed a system to automate inventory management, usage reporting, client reporting, financial management, sales tracking and reporting, everything a modern system could bring is what we knew our business had to have to survive and thrive.

Calling on my experts, we put together a great blueprint to manage this transition.

We knew our costs, calculated the ROI and visualized a rosy picture of life after the conversion.

Dad’s response? He said we’d done a

you will be able to gather the information you need?

After more discussion, he was convinced that we had thought through what might go wrong, that we would start out with redundancies in place and run parallel systems for a while – we wouldn’t just flip a switch and go into a brave new world. We would have safeguards in place to avoid missteps. I got his vote to go forward. We did, and, happily, the project went very well.

The automation component was only part of our strategy shift. The other component was outsourcing. We owned a fleet of delivery vehicles with six drivers and six “jumpers” – the people who actually left the truck to make the deliveries. It was a huge expense, but that’s what we felt customers expected, despite the fact that we

STEVEN BROWN IS MANAGING PARTNER OF BRAVER BUSINESS STRATEGIES AND COO OF BRAVER PC, AN ACCOUNTING AND ADVISORY FIRM. 6

didn’t have enough freight to keep those 12 staffers busy all day. We ended up selling the delivery component to a professional freight company, and the 12 staffers continued in their jobs with that company.

As a result, our cost and time of delivery were both cut in half.

The other outsourcing was our inventory. We had to hold a large amount of inventory if we were to be able to offer our customers next-day delivery. Poulson had been a member of a couple of buying groups, but the savings weren’t quite enough to keep us competitive. So we sold our inventory to the largest wholesaler of office products in the country, and were able to buy it back at competitive prices as we needed it.

With these changes in place, our business doubled every year for the next four years. We went from a sometimes negative margin to a double-digit profit margin with a third less gross margin. Eventually we sold the company to a Fortune 100 company.

I learned more in my last five years at my father’s business than I had in the previous 22 years I spent there. It was the best education I could have gotten and it didn’t cost anything.

However, the tuition costs of such an education can be grievously high for some business owners. In my current capacity as managing director of Braver Business Strategy, I encounter some of the people who thought Staples would fail. Many ended up with businesses they couldn’t sell due to a lack of market value. These business owners are now negotiating for an employment agreement instead of creating actual value. They’re essentially paying themselves with their own money to guarantee themselves jobs.

So, what’s the difference between our example and theirs? As I was able to convince my Dad, business owners need to look at risk management from a broader perspective. What are the risks of an inefficient production process, inadequate financial controls, or failure to have the

right people to keep the business moving forward? What happens when you don’t recognize the right people for their contributions? Risk management consists of asking the right questions about threats to the sustainability of the business.

A family controlled business with high levels of operational or organizational risk will be less transferable to an external buyer – or to the next generation – than one that has identified risks and put in controls and action plans to manage them. n

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7

MEET THE COUNCIL

FBA ADVISORY COUNCIL MEMBERS

ARE READY, WILL ARTHUR C. ANTON JR. Chief Operating Officer Anton’s Cleaners Tewksbury Type of business: Third-generation commercial dry cleaner with 46 stores throughout northeastern Massachusetts.

By Christina P. O’Neill

T

he Family Business Association Advisory Council, formed this year, has already met twice and provided very valuable insight to the FBA regarding the needs of family businesses and how FBA might help.

The makeup of the 2011 nine-member council is quite diverse and accordingly provides the necessary diversity of perspective and thought needed to ensure that the FBA is meeting the needs of all Massachusetts family businesses.

If you haven’t met them, here’s a brief introduction. Their stories may be your stories as well.

8

Arthur and his brother Charles share the management, with Arthur leading operations and Charles serving as president, handling the financial side. Anton’s Cleaners was founded by Arthur’s grandfather, an emigrant tailor from Greece. His father and uncle grew the business, and now Arthur and Charles have taken over.

In the years before they arrived at the company, the industry was impacted by the advent of polyester, which drove many drycleaners out of business, and by stringent new environmental rules. The brothers responded by focusing their business on retail service and by taking the lead in setting industry standards for environmental responsibility.

Anton’s Cleaners won the FBA’s Midsized Business Award in 2009. Arthur Jr. joined the FBA Advisory Council on invitation, and says he has discovered that family-run businesses share common trials and tribulations, regardless of the industry. He says the FBA is a good sounding board, and that conversations are open.

Arthur has two children and Charles has three. Arthur says there’s one thing he would do differently from the previous generation: Encourage any daughter who wants to become involved with the family business to do so.

LING, AND ABLE STEVE ARONSON President Aronson Insurance Needham Type of business: Third-generation insurance company with $20 million in 2010 property and casualty premiums. Advisor and risk manager for retail, wholesale, real estate, professional and technology sectors.

Aronson joined his father’s insurance company in 1975 right out of college, after graduating from UMass-Amherst with a financial management degree. He became president in 1990, and is a licensed insurance agent/broker/producer in 12 states, holding the professional designation of Certified Insurance Counselor.

Aronson recalls father-son conflicts that sprang from a difference in approach. “He liked slower, smaller – I wanted to change and grow,” he says. He credits Newton business counselor David Paradise of Family Business Resource for helping him resolve some key issues. Father and son also resolved their respective issues – Aronson says his father allowed the expansion of the company’s technological capabilities by becoming an early adopter, and Aronson ran with it.

The result: 24/7 customer support, improved customer service, the ability to solve most problems on the first inquiry, and near-instant access to insurance binders, certificates of insurance or policy copies.

Aronson serves on several boards in both the insurance industry and in his communi-

ty. Jeffrey Davis, a close friend and business consultant, invited him to join the council.

“My career is one of making a difference – of helping people,” he says. “ It’s what good insurance people do. So, it was an easy yes.”

PHYLLIS GODWIN CEO Granite City Electric Quincy Type of business: Electrical supply wholesaler.

TIM BARRETT Chief Operating Officer Barrett Distribution Centers Franklin Type of business: Third generation multi-regional distributor of retail goods and e-commerce direct fulfillment.

The company has significantly expanded in the last five years (see related article, page 15). “We have to hit on the deliverables for our customers literally every day,” Barrett says. Employees are trained that each order is important to the person receiving it.

Barrett Distribution Centers was selected as a Family Business of the Year in 2010. Soon thereafter, Barrett accepted an invitation to serve on the FBA Advisory Council. He says he was impressed with the meetings and speakers. He joined to provide direction to the group, but also to glean as much information for his own company as possible. He says the FBA connects him with potential customers as well as resources. But the FBA isn’t just a learning experience, he says. “When it hits home is when you see how someone else has applied it and has succeeded with it.”

Godwin has followed the Family Business Association since its inception, and Granite City Electric has been a finalist in the annual Family Business Association awards. “Anything that elevates family business to have a sense of pride in themselves and what they do is a positive thing,” Godwin says.

She took over the leadership of the company from her father in 1969, and under her leadership it has grown from one location with 20 employees to 24 locations with 200 employees. The company partners with the Boston Red Sox, initiated in pennant year 2004, to handle all the team’s electrical needs.

“My father didn’t have any sons,” Godwin says. “If I’d had a brother, he would have been the chosen one.” As such, one of her primary goals has been to bring women into family businesses. She was the first woman to serve on the National Association of Electric Distributors, the first woman in her local Rotary club, and the first woman director at the South Shore Chamber of Commerce. Throughout her career, she has advised fathers to look at daughters as possible successors. She currently serves in a mentoring role at Granite City rather than in direct management, and has chosen and hired a non-family president to transition to the next generation.

9

FDA Advisory Continued from page 9

DONNA KELLEHER President and CEO Next Generation Children’s Centers Sudbury Type of business: Day-care and ageappropriate educational programming for children through age 6, established 1993. Annual sales about $28 million.

Kelleher’s husband serves as the CFO, her sister is the financial manager, and two of her children work with her as well. Of the company’s 550 employees, 540 are women.

And seven of her grandchildren have gone through the school.

Next Generation was a 2010 finalist in the First Generation Award category. Before there was an FBA connection, there was a business connection, Kelleher says.

She has known Advisory Council facilitator Margery Piercey, of Wolf & Company, for almost 25 years; Piercey’s children attended a Next Generation program. Piercey approached Kelleher and asked if she’d be willing to serve on the Advisory Council.

Kelleher says the stories that family businesses share are important to the shared wisdom that keeps family businesses thriving. She looks forward to idea-sharing and reaching out to the communities her schools are in.

“You have to really believe in your passion,” she says. “Whatever you do with family, it’s not work. It’s a driving force.”

MICHELE KOLLIGIAN Vice President of Human Resources Distributor Corp. of New England Malden Type of business: distributors of commercial and residential heating and air conditioning equipment, 10

parts and supplies in New England.

This year, Michele Kolligian will celebrate her 30th anniversary with the company her father and her uncle started in 1963.

It transitioned from home heating distributorship into equipment sales in its New England territory. Michele and her three siblings are active owners of the business; sister Nancy is chairman of the board, sister Lisa Kolligian-Dorian, next in line in age, is a vice president, as is Michele, and Gregory Jr. is vice president of sales and marketing.

In 1992, DCNE established its first parts branch in Westwood, Mass., and has added offices in Massachusetts and Rhode Island.

Its Malden headquarters, with 150,000 square feet, includes the corporate offices.

The company’s goal is to be located as close to its customer base as possible. The company now has approximately 100 employees, a good majority of them of longstanding, and some second-generation employees within their respective families.

“Our goal is to not only provide customers with equipment and parts, but also service,” Kolligian says. To that end, DCNE provides worker training classes to help employees keep current with industry standards.

A turning point for the business: after their father’s death in the 1990s, the second generation realized they had to expand, but also had to maintain a high level of service.

“That’s the problem [some businesses] have – they want to run before they walk,” she says. “You [need] to be somewhat gradual in your growth if you can, so that you do things the right way.”

As was the case with many other members of the advisory council, Kolligian joined by invitation. She expresses the hope that others can learn from her family’s experience, and vice versa.

all retail, including pick-your-own apples, peaches, pumpkins, raspberries and blueberries; it also offers its own line of locally-made fruit products. Red Apple draws 60,000 customers annually from more than 70 communities from the pipeline that is Route 2. Worcester County boasts the third highest direct agricultural sales in the country, a robust audience for the Red Apple Farm.

The farm was 95 percent wholesale until the 1980s, but “my father saw the writing on the wall,” owner Al Rose says, and changed the focus to 99 percent retail. “It allowed us to survive,” he says. His grandfather studied pomology – the science of apples – and Al went to business school and studied farm management and then worked in the corporate food world before returning to the farm.

Today, Red Apple farm provides an experience – a connection to the outdoors and the past, “and a powerful pull of connotations,” Rose says.

Joining the Advisory Council is connected to the nature of the business, he says. “It’s nice to be part of an organization that’s not just an industry. I’m involved with farming and agriculture, but family businesses cross so many boundaries, [we all have] some of the same issues.”

TIMOTHY WARREN JR. CEO The Warren Group Inc. Boston Type of business: Fourth-generation publishing, real estate data-service and events-management company. Publisher of Massachusetts Family Business.

AL ROSE Owner Red Apple Farm Phillipston Type of business: Third-generation 67-acre family farm with 40 acres in production, has transitioned from almost all wholesale to almost

Over many decades, The Warren Group established a competency in the aggregation of hard-to-collect real estate data. “We have demonstrated that we can do that well,” says Warren. “We were very fortunate to have as our focus something that lent itself to the Internet age, which found its highest and best use in a searchable database. We charge for content and create other products,” include mailing

lists and mortgage marketing lists. Additionally, the company has branched out into endeavors such as trade-based events for the financial, mortgage and legal sectors. Even through the financial crisis, The Warren Group has benefitted from the creation of key competencies that can be translated into other lines of business.

Warren’s issue of interest is a common one among family-managed businesses: the placement of non-family members in high-level executive positions. He says he enjoys sharing and getting ideas from his service on the Advisory Council, on topics important to both the council and the FBA’s membership.

While family-owned businesses must move and change with their markets, sustainability is also important, he says.

The broad-brush picture: “If a business is unsustainable, you can’t interest the kids and you can’t interest buyers.”

DEBORAH ZILDJIAN Vice President of Human Resources Avedis Zildjian Company Norwell

porate clerk of the company’s board of directors.

She accepted the invitation to join the council, she says, because of her belief in its mission of supporting family businesses and celebrating the contributions that they make to the economy and their communities. The information and experiences shared through the council specifically address the distinct challenges of family businesses, as the participants have a deeper understanding of and unique perspective on the dynamics of operating a family business. As managers of a family business, the current generation has been entrusted with the responsibility of honoring the contributions of generations that came before them and safeguarding the future of generations that will come after them, she says.

“Each generation is faced with a unique set of business challenges that requires that it embrace change and position itself well for the future. Through product innovation and technological advancements, our company is positioning itself

for future growth,” she says. “Recently, Zildjian launched a new digital division of the company to respond to consumers’ growing interest in acoustic/electronic music. Named Gen 16, in honor of the 16th generation of Zildjians, the division has already been recognized with awards by the music trade, both domestically and internationally,” she notes.

In addition, the company continues to find better and smarter ways to serve the customers in its core businesses.

“We are proud that Zildjian has flourished for 388 years, but we are also keenly aware of the high rate of failure among family-run businesses,” she says.

“Our association with the FBA helps us to remain focused on issues that affect all businesses, like strategic planning and cost control, as well as areas like succession planning that are unique to family businesses. The FBA has been a valuable resource for the Zildjian Company throughout the years.” n CHRISTINA O’NEILL IS EDITOR OF MASSACHUSETTS FAMILY BUSINESS MAGAZINE.

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Type of business: 16th-generation manufacturer of cymbals and drumsticks.

Deborah Zildjian joined Zildjian in 1980 as safety director, focusing on improving the manufacturing environment.

She initiated the company’s apprenticeship programs for research and development and other critical craftsmanship positions, and was actively involved in the ISO 1001 quality certification in 1995, which was the first time a company in the percussion industry had obtained the prestigious certification.

She is also responsible for the melting room operation, where copper and tin are combined in a 380-year-old ritual to produce the Zildjian secret alloy. She is the first woman to hold this responsibility. She currently leads the human resources department, serves on Zildjian’s executive team, and is vice chair and cor-

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11

FAMILIES AND COMPANIES CHANGE WHEN BUSINESS

TAKES OFF LIKE A ROCKET

By Micky Baca

12

A successful family business – one in which demand takes off like a rocket – is the stuff of entrepreneurs’ dreams.

But in a rapidly-growing business, as the economic dynamic changes, so does the family dynamic. Sometimes the burgeoning business can morph away from its origins and from some of the family members who were there at the start. Other times, the family members ride the rocket. We examine three very different home-grown Massachusetts businesses, where they came from, and where they are now, to see how their exceptional journeys have shaped the people that lead them, and vice versa.

READING WITH TLC Sisters changing lives with literacy It wasn’t always easy for the two sisters who founded Reading with TLC in Weymouth to convince the education community that their unique, flash-card-based supplemental reading program worked.

Penny Alemian Castagnozzi remembers looking out at the audience during one of their earlier seminars to see people with their arms crossed in skepticism.

“Sometimes it was an uphill battle, and we had to win these people over,” Castagnozzi says. “We never have that anymore.”

In fact, she and her sister, Nancy Alemian Telian, say their family business is growing so rapidly that they are now considering bringing in outside expertise soon to keep up with demand, particularly in the IT field, to help with applications for smart phones, tablets and interactive white boards. After 20 years of closely nurturing what Castagnozzi calls “our baby,” the two women acknowledge that they can’t continue to do everything for the business themselves as their program gains national and international acclaim.

In the first eight months of 2011, Reading with TLC’s sales grew by 60 percent over the same eight-month period the previous year, they report. Last year, eight-month sales jumped 30 percent over sales for all of 2009. They attribute some of the growth to their hiring of Nancy’s husband Alan to oversee distribution and help with marketing, which enabled them to do more speaking on a national level by booking engagements and traveling with them. They also

PEN N Y C A S TA GN OZZI (LEFT) A N D N A N C Y TELI A N (RI GHT)

started offering free national seminars for large groups of educators across the country. Training trainers has also helped spread the program nationally. A strategic bundling of clinician/teacher-appropriate materials has increased the size of the typical order. And they have added a preschool component.

Continued on page 14 13

Reading with TLC Continued from page 13

An external factor in their growth is the increasingly instrumental role of speech/language pathologists in improving literacy skills. Addressing these professionals at state and national conventions has resulted in a new group spreading the news.

The Reading with TLC program is used by thousands of schools in every state in the U.S. and in eight other countries, Telian notes. They are preparing to launch webinars as well as apps for smart phones and smart boards.

From coffee table to conference halls Reading with TLC had its beginnings in Telian’s efforts, as a speech pathologist in the Boston schools in the early 1990s, to find a better way to teach children to sound out words. She found success in using flash cards with fun drawings, which showed students how to shape their lips to pronounce letters – what she later called Lively Letters. The images also showed a story about the sound to engage students and help them remember the sounds.

The idea worked so well, Telian created a kit.

Castagnozzi, who was working in elementary education, joined her sister one year later. She developed a second set of illustrations that help students pronounce sight words, words that don’t sound the way they are spelled, like “some.” Her system, called Sight Words You Can See, features pictures embedded in the words that trigger funny stories to help students remember the pronunciation.

The sisters’ tools drew attention from others in education.

“Teachers asked us to share it in our own school systems, then people from other school systems asked us to show them,” Castagnozzi recalls.

What would eventually become Reading with TLC was launched as a sole proprietorship in 1994. It had $35,000 in gross sales that year. The sisters split their time between tutoring and running the business. By 2001, the sisters decided to become full

Parents and teachers are all so excited about the results they’ve had and they’re excited to tell their colleagues, wherever they are.

— Penny Castagnozzi partners and establish a corporation, Telian-Cas Learning Concepts Inc., doing business as Reading with TLC, which is also the name of their reading program.

The first school system to use Reading with TLC outside of Boston, where it was developed, was Stoughton. The company held its first seminar for teachers in Louisiana in 1994, and began charging for training that year. By 2003, the system was being 14

used in every state in the country and inquiries were coming from overseas, including Australia, Kenya and India.

“Parents and teachers are all so excited about the results they’ve had and they’re excited to tell their colleagues, wherever they are,” Castagnozzi says.

Telian says she always knew Reading with TLC would take off because the results are so extraordinary. A turning point came in 2006 when a speaker at the American Speech, Language and Hearing Association, convention highlighted their program’s success. “People ran to the Reading with TLC booth,” she says. They had to have a friend help handle the onslaught.

Ready for prime time While for years both sisters did other jobs – including tutoring reading students in their homes – to support themselves while running their business on the side, they now put in 40 hours a week in the business, which operates from their homes, a mile and a half apart.

“It’s kind of fun,” Castagnozzi says, noting that she and Telian have always been very close and complement each other well.

“We’re like each other’s yin and yang. When one’s down, the other’s up,” she says.

In the past, the sisters have elected to take very small salaries in order to re-invest money to grow the business. Castagnozzi says their salaries were less than many of the teachers they train. However, those days are near an end, due to the business’ dramatic growth over the last few years.

The addition of Alan Telian has allowed the sisters to attend more national conferences and trainings. He books the engagements, helps with the contracts and travels with them, since both sisters have a degenerative vision disorder, retinitis pigmentosa, that affects their night vision and peripheral vision.

They rely on advice from Alan and other family members to help gauge business decisions and don’t have an official advisory board, though they are considering forming one to help with product development.

Evolving technology is helping them advance their business – expanding their base via email, conducting virtual seminars, and most recently leveraging social media.

Within five years, Telian says, she can envision taking on a partner or investor to propel the company’s growth as well as freeing them up from the growing time commitment. “That way we can pick and choose speaking engagements and still be able to do the creative materials,” she says.

The free seminars for large educator groups are an acknowledgement of the economic challenges educators face, as well as to mark the company’s 20th anniversary.

The company tag line sums up the sisters’ ultimate goal: “Changing lives one letter at a time.” Their mission, Telian explains, is to help any individual who needs help sounding out words to learn to read. “We want to get this into the hands of as many educators as possible,” she says.

BARRETT DISTRIBUTORS Building growth on relationships Family-run Barrett Distribution Centers of Franklin had been growing steadily for more than a decade when 2008’s slipping economy began to slow it down. Then it lost its major customer of 12 years, Best Buy, which opted to bring its distribution for the region in-house after a management realignment.

For the first time in more than a decade, company revenues went flat and owners Tim and Arthur Barrett had to lay off 10 workers.

But the brothers had been building their third-generation company’s reputation and distribution infrastructure since they partnered to run the operation in 1993. As the Best Buy relationship was winding down, a longstanding effort by Tim to cultivate business with Lumber Liquidators led to an unexpected win. They recommended Barrett Distribution to Cabinets to Go. A former Best Buy executive with whom Tim had a longstanding relationship also steered business to Barrett from his new employer, Advance Auto Parts. And then Barrett landed a contract with Ken’s Foods.

By 2011, Barrett Distribution was on its way to record growth. Sales for the first six months of the year were $14.5 million, compared to $8 million for the first six months of 2010.

It also reached 150 customers, another record level. Sales for the whole year are expected to reach $28 million.

“It’s a relationship business, which is good and bad,” says Tim, Barrett’s COO. “If you have enough relationships out there, they come through.”

Barrett Distribution has 13 facilities in six states, including Virginia, California, Tennessee, Maryland and New York.

Headquartered in Franklin, it now has two million square feet of space and employs 180 people.

Third-generation success Barrett Distribution was started in Lawrence in 1941 by the brothers’ grandfather as a wool merchant, serving the hulking woolen mills of the time. Tim and Arthur’s father, James Barrett III, joined the company in 1950 and began diversifying its market to include groceries, including Kraft Foods, other consumer products, like Prestone antifreeze, and raw materials and packaging. The company moved to Methuen in 1960.

The two brothers worked at the company growing up. Tim remembers spending one summer changing all the covers on the antifreeze containers to the newly designed safety caps and resenting the fact that Arthur, three years his senior, got to drive the fork trucks.

Arthur, Barrett’s president, took over Barrett Distribution in 1984 when his father died. He had just graduated from College of Holy Cross and WPI with degrees in accounting and engineering through a combined program. The business was in poor health, he says, with $600,000 in sales and eight employContinued on page 16

A RTHUR BA RRETT (LEFT) A N D TI M BA RRETT (RI GHT)

15

Barrett Distributors Continued from page 15

ees. That year it lost its major customer, Borden, which it later managed to regain.

Arthur cut expenses, increased efficiency and restored the company to profitability by 1985. Despite the business adage that you can’t cut your way to profitability, the company needed the trimming. It had shrunk in size over the previous three to four years, yet had maintained the overhead infrastructure of a substantially larger company.

When Tim came on board in 1993, after earning a degree in accounting from Holy Cross, Barrett Distribution began to take off.

In 1994, it doubled its space by acquiring 60,000 square feet in Norwood, a strategic location to access rail service. While the distribution industry grew at 5 to 7 percent a year, Barrett enjoyed 15 to 20 percent growth through 2008.

Arthur says the company intends to acquire more space than clients need in distribution locations and then grow into them.

The brothers’ skills mesh well. Tim forges relationships as the customer-facing executive, directing sales operations. Arthur handles running the business, overseeing locations, IT, finance and contracts.

Barrett Distribution has evolved from a locally-focused warehouse operation to a full-service distribution center that provides third-party supply chain services to rival national competitors. Clients include Vibram FiveFingers footwear, Ken’s Foods, iParty retail stores, Adidas, Zoll Medical and City Sports.

Among the things that have given the company an edge is a stateof-the-art warehouse management software system that it installed in 2005. The system processes orders, makes intelligent “picks” from warehouse inventory, tailors shipments to the shipping vehicle being used, and complies with documentation needs of retailers, Arthur notes.

It was a major investment that the two admit wasn’t an easy decision, since the nearly $2 million price tag amounted to 25 percent of annual sales at the time. But the two say they envisioned the growth it would bring. “You have to have a lot of confidence in your growth to make that investment,” Arthur says. In the end, it was the growth that served as the prod to implement the system sooner rather than later, when the company will be more complex and will have more customers and locations.

They have made other bold moves that have paid off. They moved to the Franklin facility in 2001 and bought the building in 2006. Arthur says the company intends to acquire more space than clients need in distribution location and then grow into them.

While they have very different focuses – Arthur more the engineer and finance person and Tim the relationship builder and collaborator – the brothers say they work well together and have always gotten along.

16

MORTGAGE MASTERS Growing with conservative lending Leif Thomsen, who founded Walpole-based Mortgage Master Inc. in 1988 in a spare bedroom of his Sharon apartment, admits that his is an industry with tremendous ups and downs. And yet through 23 years of operation and some $60 billion in mortgage loans, he says, his family-owned company has never had an unprofitable year or a major layoff.

In fact, Thomsen, the company’s CEO, says Mortgage Master is on track to have one of its best LEI F THOM SE N years ever in 2011, with overall loans matching last year’s level of $6 billion and record company profits. In the next three to four years, he predicts, the company will hit $10 billion in loans annually and expand its workforce from just under 600 now to 1,000.

How has his mortgage company continued its upward trajectory when many of its competitors have floundered and gone out of business in the mortgage melee of recent years?

“We never wasted our time on subprime mortgages or AltA [alternative documentation loans which verify nothing other than credit] mortgages,” Thomsen says. “We are very conservative in our lending.”

One statistics he is proud of, he says, is the fact that his company has never been asked to buy back a loan it has sold on the secondary market. Big banks and government sponsored Freddie Mac and Fannie Mae routinely require mortgage lenders to buy back loans they have sold to them on the secondary market if a problem is discovered in the loan-writing process.

Cashing in on fewer competitors As competitors have disappeared around Mortgage Master, it has picked up market share as well as qualified employees to keep pace with its steady expansion. Thomsen says his company seeks to open a new branch office every two months and hire six or seven additional new employees each month.

Its current operations, with 35 offices in 22 states and 250 loan experts, are a far cry from its humble beginnings in Sharon.

Thomsen says he launched the company after being fired from a several-month job with a small mortgage lender for being too outspoken. He found he liked the mortgage business, however, and decided to launch his own having been an entrepreneur in the restaurant industry in his native country of Denmark.

He started Mortgage Master in one of the worst mortgage lending climates in recent history, with a business plan “I wrote in my broken English,” Thomsen says. He had emigrated from Denmark with his then-wife Ann, whom he met when she worked for Polaroid in Denmark.

Friends were skeptical, he recalls. “They said, ‘You can’t just

do that,’ [but] I did.”

If he had known how bad the mortgage climate was, he now says, he probably wouldn’t have attempted the start up. But, he says, “I had no clue about anything, truthfully. But I was good with numbers and I liked selling.”

He bought a used fax machine and coffee maker and began using his affinity for sales to line up relationships with real estate companies, law offices and banks. Mortgage Master, he says, was profitable the first month and has been growing ever since.

A few months after the company launch, Ann quit her job to join in. Eventually, her sister joined the ranks and then a family friend.

They moved the company from the bedroom to the basement, which served it for about a year. The company then bought a small building in Norwood, where it operated until moving to a restored mill building in Walpole in 2002, its current headquarters. At that point, Mortgage Master was lending $2 billion annually and employed 120, Thomsen says.

Weathering credit challenges It’s not like Mortgage Master hasn’t faced challenges. One of the “scariest” points in its history, Thomsen says, was in late 2008 when the financial markets melted down. Mortgage Master relies on very large lines of credit to operate, Thomsen explains, and it didn’t know if it would be able to get access to adequate capital. He and Ann had to put in substantial amounts of their own money to get through the credit crunch.

Ironically, in 2009 and 2010, the company’s profits doubled, Thomsen says, because half of their competitors “simply went away.” The company’s low rates and internal growth also played a part.

Then there have been the regulatory wrangles. In 2010, Mortgage Master got hit with a heavy fine from the Massachusetts Division of Banks for not getting some of its loan experts licensed. Thomsen admits his company was tardy in meeting the requirements and Mortgage Master agreed to a settlement,

It got to the point where we said, ‘what can we do to make you guys go home?’

— Leif Thomsen paying $585,000. But, he says, he feels the state “overreacted” in imposing such a large fine.

Less than a year later, in May of 2011, Mortgage Master again faced allegations by Massachusetts regulators. This time it agreed to a settlement with the state Attorney General’s Of-

fice of $250,000 to end the state’s probe into allegations that it discriminated against African American borrowers by imposing higher fees and costs.

Asked why the company paid the penalty even though the state did not find that it had violated any fair lending laws, Thomsen says it was tired of paying lawyers $20,000 to $30,000 a month to respond to the state’s ongoing investigation of his company.

“There was absolutely no wrongdoing, but they had been fishing for a year,” he contends.

First, he says, state investigators were looking for violations with subprime and Alt-A loans, which he says his company didn’t have. Next, he says, they scrutinized overtime policies.

And finally, they turned to discrimination allegations. “It got to the point where we said, ‘what can we do to make you guys go home?’” Thomsen says.

While it was very difficult to decide to pay the settlement, Thomsen says, he finally decided it was the best option for the business. “It’s become a cost of doing business in our industry,” he adds.

Delegating to the experts While Mortgage Master is a family business, Thomsen is the sole family owner active in running the company day to day. His first wife, Ann, remains half owner of the company but hasn’t been active in its operations for many years, he says. His second wife, Bridget, is a crack sales agent from home part-time, Thomsen notes, when a nanny is on hand to watch their two young children, ages one and four.

Thomsen’s 19-year-old son, Christopher, who graduated from high school this year and is scheduled to begin attending Babson College in the fall, has been putting in long hours interning at the company this summer. His 17-year-old daughter, Michela, has also expressed interest in interning.

While he says he’d like to pass his company on to the next generation, Thomsen says he’s taking a “wait-and-see stance.” He doesn’t want to force his profession on his children, he says.

Thomsen himself is putting in less hands-on time running Mortgage Master over the past few years. He leaves much of the operation to company president Paul Anastos and Patricia Raymo, vice president and chief operating officer, because, he says, “I’m really an entrepreneur and the company has grown to a substantial size and these are professional people. They’re better than I am at this point in running things.”

What does Thomsen see as the biggest challenge for his business today? “The regulatory environment,” he says without hesitation. What is the second biggest challenge? “The regulatory environment,” he shoots back. n MICKY BACA IS A FREELANCE WRITER. 17

WHEN GROWTH LEADS TO A SALE for the selling family. Here are some tips on how to make it happen.

By Christina P. O’Neill

F

amily-owned businesses that face rapid growth have many decisions to make on the way up, from what they’ll need to spend to get there and where that financing comes from, to how to manage relationships with employees and suppliers. Sometimes, particularly in the case of serial entrepreneurs, growth can lead to a sale of the business as the best strategy. This should be a positive event

Ready for prime time First, there’s the product or service. Let’s say your family business has had good luck out of the gate with its product or service.

But it has outgrown its startup clothes, and family members are contemplating a sale.

How can you be sure that the product or service that looked so good at the outset will be attractive to the type of buyer who can take it further?

“I’m a big fan of testing, trashing and measuring everything [about a product or service],” says Dr. Len Schwartz, a chiro-

practor turned marketer, who is now president and CEO of Pro2pro Network. First, the test. Schwartz suggests targeting 25 to 50 customers or others to evaluate the company’s product or service. When 80 percent of them have given sufficient feedback and it’s positive, you’ve got a market winner for real on a larger scale.

Selecting the evaluators varies not only by industry, but by price. Business owners may not want to give their product or service away to get feedback, but they should offer a guarantee of some kind, and also make sure the evaluators are utilizing the product or service correctly. Then comes the trashing and measuring. Schwartz notes that in his experience, 50 percent of companies that launch a product as originally intended, based on their own ideas of what works, and then do a market trial, will end up changing the product/service’s purpose after the trial, and potentially expanding the market to bring in new categories of end users.

“First you guess, then you perfect,” Schwartz says. “You’re using your audience to give a feedback to perfect that product.”

Brainstorming with your company’s internal team is important as well, to bring out more new ideas and potential markets – “Some you never even thought of.”

What got you here won’t get you there For businesses that have progressed beyond scaleup, with a track record of profitability, the best way to prepare to get a good offer to buy is to prepare the business to function in every possible way without the founder. “Somebody comes in and evaluates that this business cannot survive without the owner, it makes it hard to buy, because usually they want that guy out,” Schwartz says.

A business owner who is able to implement reproducibly successful systems in core functions such as administration, billing, sales and marketing will have a saleable business, Schwartz says, and will likely

18

have a business owner who is removed from the day to day procedures. “I have created several business systems that run in spite of me and not because of me,” he notes.

Then, there are the people Les Vitale is managing director and partner at RSM McGladrey Inc.’s Boston office. In July of 2010, the independent CPA firm of which Vitale was a part was sold to McGladrey. Several members of the independent firm were family, and the firm was run like a family business, but it was in rocket mode.

He recalls the priority set on transparency and the need to treat people fairly, but also the need to be realistic with them about what change could mean. The management team knew it wanted its people to stay, because a CPA firm employs and sells human capital. Many discussions, general sessions, small group sessions and followup meetings were held to discuss the impact, particularly upon individuals – including positions that would be eliminated. “It is critical that good companies be transparent about what’s to come, confront this matter head on and be a clear as they can be,” he says.

Choosing a transition team In small businesses, family members often wear multiple hats, taking on some functions such as human resources, IT, sales or marketing, as a second job, essentially on a part time basis. When the rocket takes off, however, leaders of these businesses often recognize the need for a fuller focus on the basics, and go outside the family to hire experts – often on a contract or outsourced basis, Vitale observes.

Businesses poised for growth should evaluate the quality of each position and each person and select the best person for each position, regardless of whether they are a family member. A prospective buyer, in the course of due diligence, will scrutinize the quality of the management team.

A decision to buy a company is accompanied by decisions on who will stay after the purchase. The better the management team, the better the value.

Vitale recounts specific instances in which companies hired a temporary CFO solely to help take the company public or sell it, with successful results. Investment bankers facilitating a business sale focus on the quality of the numbers and

the management team rather than determining whether key employees are family members. It’s often possible to assemble a highly qualified management team in short order to drive value and close a deal that maximizes value. n

CHRISTINA O’NEILL IS CUSTOM PUBLICATIONS EDITOR AT THE WARREN GROUP, PUBLISHER OF MASSACHUSETTS FAMILY BUSINESS.

Minding family businesses for 150 years.

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Fifth Generation Joins The Grossman Companies

J

acob M. Grossman has joined The Grossman Companies, Inc., (TGC), a family-owned commercial real estate investment, management and brokerage firm based in Quincy. The announcement was made by Louis J. Grossman, his father and company president.

Jake’s roles include sourcing new acquisitions and investment partnerships as well as asset management of the firm’s real estate portfolio, which consists of office, J A C O B GRO SSMAN retail, industrial, selfstorage and residential properties in southern New England, comprising about two million square feet.

Jake’s brother, David, who joined The

Grossman Companies in 2009, has been focusing on growing the family’s real estate private lending business which does business as First Boston Capital Partners.

David and Jake are the fifth generation to be involved in the family businesses that started in Quincy in the 1890s with the eponymous lumber business. Jake is named for his great-grandfather, who joined the family’s building materials business, Grossman’s Lumber, at age 12 in 1900.

“It is a great time to join the business, particularly in light of our acquisition and lending activities over the last 18 months,” Jake said. In the first half of 2011, the company closed on the recapitalization of the 125,000 square foot Braintree Executive Park, which is undergoing a significant renovation and the opportunistic acquisition of the former Borders at The Market-

place at Braintree.

Jake graduated cum laude at Brown University, earning his bachelor’s degree in public and private sector organizations.

Jake is a member of NAIOP, serves on the board of Boston’s Edward Brooke Charter School, and is actively involved with Roxbury Latin School and Combined Jewish Philanthropies.

“Aside from the fact that he is my brother and we have talked about working as partners since high school, Jake is joining us at an excellent time – and with the perfect skill-set and experience – to help us continue our path of measured growth,” said David.

“I’m excited to be able to come to work each day and talk to my sons as colleagues.

Now I know how my father felt when I first came into the business, and how his father felt when he did,” Louis said. n

IT’S A MATTER OF BALANCE… The dynamics of a family business can be complicated and difficult to navigate. At Gray, Gray & Gray, we help our clients balance what is best for the business with what is right for the family. Over 65 years of experience with family-owned businesses gives us the insight to provide intelligent, practical guidance.

Call Richard Hirschen at (781) 407-0300 to see the kind of service your family’s business should be getting from an accounting firm.

CERTIFIED PUBLIC ACCOUNTANTS VISION • DIRECTION • SUCCESS Westwood, Massachusetts 781.407.0300 www.gggcpas.com “Sharing in a vision and providing direction so our clients can achieve success.”

20

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Setting Up a Separate Real Estate Company

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3.

1.

4.

or liability, tax and other reasons, family businesses which utilize family-owned real estate often use, or should consider, separate entities to own the real estate with an operating lease to the operating businesses on mutually satisfactory terms and conditions. Generational changes, departures, tax, estate planning, etc. can make the interests of the owners of the operating business diverge from those of the real estate owners.

A separate legal entity to own the real estate used by the family business can minimize the risk of future conflict.

Create the appropriate real estate entity with suitable provisions.

A limited liability company, S corporation, C corporation, general or limited partnership, trust, and so on, each have their own requirements, liabilities and tax implications. The operative documents (e.g., operating agreement, by-laws and articles of incorporation, partnership agreement, trust, etc.) need to provide for potential issues surrounding transfers of ownership (e.g., limitations or restrictions on sale, rights of first offer or refusal, appraisal, capital funding, etc.), voting rights (majority vs. supermajority), approval and consent rights for major transactions and dispute resolution, to name the most common. The entity documents should give particular attention to the current and likely future stakeholders along with exit and financing strategies.

These critical provisions may be needed for years.

2.

Prepare the appropriate lease.

In addition to documenting the economic terms, your lease must give the family business owners flexibility and control to operate, grow (or contract), exit (assign, sublet or terminate), alter and improve the real estate. The lease needs to allocate costs and responsibilities for maintenance, repairs, replacements (including expensive capital items) during the lease term. Options should be considered to extend the term and at what rent (fixed or a percentage of fair market rent), rights of first offer (or similar rights) to lease or purchase all or parts of the property. Any favored terms enjoyed by a family business must be fully and clearly documented, authorized and understood by all of the stakeholders. You may want to “claw back” these favored terms if the business is sold or no longer controlled by core family members. The lease also needs to provide the real estate company flexibility to finance and refinance the property with the benefit of the lease, lease other parts of the property, control maintenance, repair and alterations, and other matters that arise from time to time so that the property is in good condition when the lease ends.

22

Check your mortgage loan documents.

Most commercial mortgage loan documents have a socalled “due on sale clause,” restricting the owner’s ability to transfer the mortgaged property either directly to a third party, or indirectly through the transfer of ownership interests. Your attorney should review the loan documents to determine if your mortgagee’s consent is required before a transfer to avoid a breach of the mortgage.

Tax and estate planning.

Creating the real estate company, conveying the property and structuring the transactions to create a separate entity have important tax and estate planning implications. Stakeholders need to consult with their tax and estate planning advisers so these transactions are structured in a manner compatible with existing or future planning.

5.

Plan for further divergence.

As the family business grows, transitions occur bringing some members to the forefront to the primary planning and operational roles, and others to a more passive role, potentially sowing the seeds of conflict. The business needs the most orderly planning process possible, which should be updated and reflected in the organizational documents – lease, operating agreements, etc. – as the need arises to appropriately address these changes in a civil, businesslike manner. n ROBERT CARNEY IS A PARTNER IN THE REAL ESTATE AND BUSINESS LAW DEPARTMENTS AT SHERIN AND LODGEN LLP IN BOSTON.

FBA 2011 Webinar Wednesdays Don’t forget to tune in for FBA Webinar Wednesdays, delivering quality programming right to your computer. Watch your email for your invitation to participate on October 12, November 16, and December 14, 2011, from 2 to 3 p.m. As the year draws to a close, this quarter’s programs will include timely insights on year-end tax planning and wealth management.

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