When an Employee Stock Ownership Plan Makes Sense

Even though the employment market is flooded with unemployed top talent, smart companies need to always be thinking about the most effective ways to retain their best employees.

Perhaps one of the most powerful employee engagement tools is an employee stock ownership plan (ESOP). “What greater way to motivate each and every [employee] than by giving them all a little piece of the pie,” says James Sinclair, the principal of OnSite Consulting, a nationwide consultant to the hospitality industry. An ESOP “motivates employees, improves firm performance, fosters innovation, and promotes sound financial health,” says Sinclair. Indeed, studies show that employee motivation and productivity increase in companies with ESOPs.

By definition, an ESOP is a qualified defined-contribution employee benefit plan that invests primarily in the stock of the employer company and allows employees to become partial owners of the business. In the United States, more than 11,000 companies — from Fortune 500 firms to small, private types — have implemented an ESOP. That translates to an estimated 8 million employees who own stock in their companies through an ESOP. And according to Gary Young, a corporate attorney and advisor to small businesses on ESOP issues, the appeal of ESOPs for employees goes beyond participation in company ownership. “Like a pilot in a plane, passengers take some comfort in the fact that the pilot will share in the same fate as they will,” he says.

But using ESOPs as an employee engagement tool is often not the primary motivator for most business owners. The real motivation? Tax advantages. “ESOPs give [business owners] the most tax-favored option that the tax code provides anyone,” says Young. An ESOP provides a tax-advantaged vehicle to create liquidity, and a ready market for company shares so that the owner can take some cash out of the business. One of the potential tax advantages is that an entrepreneur who sells company stock with favorable capital gains treatment can possibly defer recognition of that gain indefinitely or altogether, says Young.

There are two types of ESOPs: leveraged and non-leveraged. Companies can make tax-deductible cash contributions to the ESOP to purchase stock or have the ESOP borrow money to buy the shares. Under a leveraged ESOP, an ESOP obtains a loan from a bank, usually with a company guarantee. The ESOP then uses the loan proceeds to buy stock from the company and/or existing shareholders, says David Johnson, an attorney with Turner Padget Graham & Laney in Florence, South Carolina. The company makes annual tax-deductible contributions of cash to the ESOP, which in turn repays the bank. With a non-leveraged ESOP, the company makes annual contributions to the trust either in the form of stock or in cash that is then used to buy shareholder stock.

The next big ‘thing’ is more often than not an old fashioned and tried and tested ‘thing’ with a shiny new layer of gloss and some lessons learnt thrown in to the pot. The same applies in management and in my view, the coming business year will see a greater focus on employee incentivisation, specifically how giving executives and/or employees some sort of shares in a company can be the key to unlocking your business’s potential. What greater way to motivate each and every staff member than by giving them all a little piece of the pie?

Employees share option schemes (ESOPs), pension plans (such as the USA’s 401k) or Enterprise Management Incentive Schemes (UK) are common in publicly traded companies across the globe. Share price data is publicly available information and those shares are therefore tangible and easy to buy and sell. Equivalent schemes in private companies are less widespread however a practical program for the business with a notional trading platform and ‘shares’ for staff is certainly implementable.

The economic challenges we are all facing compound the view that current incentives are inappropriate and can lead to problems triggered by a lack of short, medium or long term accountability for corporate decision making. Bonuses are generated by short term deliverables which may not be in the best interest of the company and a logical replacement to this practice is a more long term, golden handcuff arrangement. Share schemes are a safe and fair way to motivate staff whilst ensuring their goals are entirely aligned with those of the whole company.

The USA has typically led the way for such private share schemes, typically known as phantom stock options or stock appreciation rights (SARs). One of the founding fathers of such practice was UPS, founded in 1907. Until its listing on the stock exchange in 1999, the company was broadly owned by non management, management and supervisory personnel – a practice established by Jim Casey in the 1920s when he gave staff the opportunity to purchase company shares. UPS regularly ran a stock purchasing program before the IPO where staff could trade shares. In January 1997 the price was set at $29.25 and by March 1999 it had risen to $47.

In November 1999, the Company offered 10% of its stock to the public for the first time and on the first day of trading, the stock closed at $67.25. Not only did employees benefit until 1999 with the phantom scheme but with the IPO, they had a second and larger windfall with an even more liquid platform on which they could trade their shares. Hard work and loyalty were repaid twice over.

Why should you offer shares to your staff? It motivates employees, improves firm performance, fosters innovation and promotes sound financial health. It promotes staff loyalty and attracts and retains a high caliber of staff who want to have a vested interest in their future. To give staff the status of part owner of a business is a very powerful motivator.

There is of course a cost in implementing such schemes because you will undoubtedly need advice from specialists. There are accounting and tax issues at play here and it is critical to ensure that the framework you build takes into account local tax issues, accounting implications for your balance sheet and other miscellaneous issues such as ensuring that you allocate enough stock to a trust so that future employees can benefit, ensuring the vesting period is appropriate. Yes they cost money but perhaps the money spent on rolling one of these out would be made back, and several times over, by an all round improved performance by staff.

OnSite Consulting is a nationwide hospitality and consulting company to the casino, hotel & restaurant market. Providing immediate solutions for sites seeking turnaround, insolvency and concept repositioning. www.onsiteconsulting.com

How a casino’s approach to staffing can affect the whole business

How slashing your workforce and promoting junior staff to senior positions saves cash flow in the short term …. But irrevocably and negatively affects the business as a whole in the medium to long term. OnSite look at how to take proactive steps to managing your workforce.

In the current economic climate, casinos – like all businesses – are having to contemplate cost cutting. With labor costs representing the highest area of consistent spend, casinos are slashing workforces at all levels, including senior management with significant salary packages. Employee benefits are being removed without explanation and salaries are being reduced. OnSite recognizes that communication and strategy are critical if workforce redundancies are being contemplated. Whilst the sudden relief to the cash flow can feel like a success and the business does not suffer immediately, the medium and long term damage can be irretrievable.

Casino after casino, from tribal gaming sites and card clubs to Nevada hotel and casino properties, are suffering. Financial positions are weakened with the economy taking the blame and in a panic attempt to restore profitability, poorly thought out redundancy programmes are often being rolled out, often causing more harm than good. As total business consultants brought in to turnaround the entire company, OnSite know that gaming and player loyalty are only a small section of the casino business. Many sites have strong F&B programs, lodging facilities, other customer attractions and a whole back office which are the backbone of the business and the majority of the work force. Staff are the main cost but not necessarily the main cause for concern.

We recognize that a casino business has many variables which can dramatically affect its financial position. We know that slot analysis and hold percentages are a factor requiring attention and that poorly planned multi-tier reward programs which do not appropriately reflect customer spend can be a key driver when reviewing losses in a business – but all these issues are intertwined with workforce management and the use of skilled talent within a site.

If a casino is looking at labor reductions, it must do so strategically and having regard to the whole business. With a focus on the turnaround of casino properties, all too often OnSite see venues taking a blanket approach to cost cutting and sites subsequently suffering from ‘the unskilled epidemic’. We believe this is never a means to an end but rather the beginning of a downward spiral, dragging down all business units with it.

As you slash the workforce, your all important customers will begin to feel and see the difference: With reduced staff on hand your venue is likely to offer a reduced quality of service and a declining player experience. Importantly, the company will likely be struggling to evolve: With a poorly thought out redundancy strategy, the casino will then left with a reduced ability to innovate and lacking the ability to dynamically react to the customers’ needs. This is a business struggling to stay afloat and trapped in survival mode. This sets out the logic behind our belief – this has reduced immediate cash flow spending but is evidently detrimental to the business.

The lesson to be learnt here is that taking a proactive and measured approach to reducing your labor force is never a waste a time. For economic reasons you may have to make changes to your business and fast – but at OnSite, fast does not equate to haphazard. We work with our clients to apply a lean strategy to identify how to change the workforce to reduce costs as well as seeking out those other issues which can have a dramatic and positive impact to the business. Sometimes small changes to a business can release profit – changing margins, looking at supplier costs, evaluating whether the plethora of third parties trying to sell their services and products to you are indeed value add. It may therefore be the case that the first step to reducing your cash flow issues is looking at staffing combined with releasing profit into the business as opposed to simply cutting a cost, especially as the aim is to improve the business and not stifle it. We have seen it all.

Other cutbacks to employee benefits, salaries and bonuses is also relevant. Clearly a business making no money has to make immediate changes but again, the question is how these are made and ensuring that this carried out in the most sensitive manner whilst securing the safety of your business. Some casinos in trouble introduce a mandatory salary reductions across all employees until revenue returns to a satisfactory state. The perception here amongst staff is often that the workforce is having to to bear the brunt of senior management’s mismanagement. This is naturally not always the case but perception here is important. People become disillusioned with their job and good employees question drastic changes which do not come with any clear message about the future and opportunities for growth.

Disillusioned employees who perform well often leave – simply to be replaced by their assistants or other junior level employees. In times of crisis, losing your best people, who are your best asset, is the worst outcome. Employees who are performing over and above must be rewarded or shown how, when the site improves, they will benefit – it is that simple.

Hewlett Packard avoided layoffs in the mid 1980’s with a successful mandatory pay cut strategy but it was implemented with an excellent communication strategy which employees understood. When announced, it was introduced as being for a limited time (6 months) and engendered strong employee morale through a marketing program which ensured no one felt isolated or hard done by. Instead, employees generally felt delighted to be a part of protecting the company and their jobs because they were all in the same boat and could see how they could ultimately return to their original salary – that being to grow the company.

On the issue of annual bonuses and employee benefits, again these require a strategic approach. Here, we are not just talking about financial benefits but also staff meals, parking, snacks available in staff rooms or venue traditions such as cakes on birthdays – often, the smaller the benefit in fact the greater the impact of that retraction to the employee.

Try telling a minimum wage employee that the cookies are gone because of managements poor performance. He did his job, he was never late and he just lost out. The lost loyalty and commitment of that employee through the removal of such minimal benefits costs more than the cookies ever would. Is that the right approach?

Instead, OnSite advises clients to use a redundancy programme as opportunity to show compassion and understanding through communication. A lack of communication with staff puts everyone on edge – ‘am I next?’, ‘what’s happening?’, ‘what’s the overall plan that management or ownership is not sharing with me?’. This does not lead to a strong and dedicated workforce willing to go the extra mile but instead an atmosphere of tension and a demoralized workforce.

Getting out of survival mode requires leadership with strategic and long term vision as opposed to a shoot from the hip mentality. A quick decrease in spending on the P&L can mean an equally quick decrease in turnover and profits.

The sites that we turnaround require a fundamental change in management style and a new approach. Our view is use the challenging economic climate as an opportunity to increase business through clever planning. What is our plan for growth and what steps must be taken to attract customers and realize profitability? This is an opportunity for employees to be a part of a success story and they need to understand in so doing, that their effort is appreciated and they will be rewarded. Incentivisation is critical to any business.

We are certainly not suggesting that your payroll is perfect! On the contrary we have rarely seen a lean payroll. Casinos should be seeking to find the “cost sinks” – the identification of revenue centers, processes and controls which through analysis will have an immediate effect on costs and the significantly swing revenue margins. Your employees are the only ones who are needed to execute the new vision and provide assistance in identifying such weaknesses.

We seek cost cutting opportunities in every site we visit: This often results in overall savings to the business of many millions, time and time again.

IS LACK OF TALENT THE ANSWER TO THE PROBLEM?

Often, decision makers in businesses have not lived through a challenging economy such as we currently find ourselves. Often the team has limited experience in turning around a business, may not be savvy with budgets and financial information. Additionally, and as a result of large scale redundancies, management is often poorly performing poorly due to lack of experience, training and/or ability. Now the entire company will suffer another blow as this individual, who is for whatever reason not qualified to ‘save’ the business, further damages the brand and the operation. OnSite works hard to ensure clients do not allow this to happen and instead focuses on finding the right areas to make cost cuts whilst supporting the best elements of the management and staff teams.

The trickle down effect of poorly resourcing your business can be seen at every level. When an executive is removed the loss begins. The position is often overlooked and not filled by ambitious management who wish to be able to ‘save that salary’ and add it to their savings analysis. But what about the unqualified staff being passed a workload he or she is not equipped to handle? This can ultimately set a company back months. Perception wise the business is still running – however this is superficial. Ultimately, the employee will make errors because he or she is unqualified – and if that person is a division head or in a management position, his or her decisions can affect the whole company.

This process is repeated constantly at casinos and businesses with high staffing requirements. A manager is terminated or leaves and is filled by an existing employee who is not a truly qualified candidate. So now as a casino, you are stuck with an upgraded employee facing a daily battle that lasts several months of how to do their job or make it seem like they are doing their job. The trickledown effect is simple to see to an outsider – a halt in the lifecycle of the department, the halt in effective new strategies, efficiencies and processes and a breakdown in the leadership of the department leading to autonomous workgroups and jobs not being completed correctly or with the overall long term vision of the casino in mind.

The site now suffers directly from an eager employee seeking a promotion and a poorly trained executive who thought it was a good idea. The trickle down continues as the casino now maintains a “status quo” whilst customer attrition continues and the team attempt to apply band aid solutions to deep wounds. The perceived benefits the casino thought it was getting by hiring from within – Kathy knows how to do Dave’s job it will be fine – has now turned into the casino paying more for an employee with no additional skills.

Hiring from within can be positive as the employee knows the business and staff may have good skills that make them worthy of promotion. Hiring from within simply because someone has been made redundant and that employee is vaguely familiar with the job required is, however, a death sentence for a business. How is a poorly trained executive to know better? One could liken it to the difference between manslaughter and murder – same result, different path.

What talent brings is innovation, strategy and a constantly dynamic business model meeting your players needs. What internally promoted and unqualified ‘upgrades’ bring is the huge loss in revenue from not being able to adapt. When hiring from within all we ask is you complete a SWOT analysis because knowing your business is not enough.

OnSite Consulting is a nationwide hospitality and consulting company to the casino, hotel & restaurant market. Providing immediate solutions for sites seeking turnaround, insolvency and concept repositioning. www.onsiteconsulting.com

When completing a casino cage audit, you are normally required through REGS and MIGS to undertake certain tasks several times a day, making sure that every cent is accounted for. Employees are held firmly responsible and have to undergo background checks, licensing and 24/7 surveillance. Reports are sent out to be audited, the process is repeated every few hours and there is not a second that the accounting department responsible for the cage do not know exactly how much is in the cage in both cash and chips.

Multimillion dollar software tracks money and generates reports, shows audit failures and identifies system weaknesses. A casino  will not open without gaming management be it a Japanese replica or the Ballys cream of crop. Not a penny moves without a form and a thing and a process.

Civilian vendors cannot even think of being able to look inside the cage without the granting of specific permissions and security and without being thoroughly vetted. Furthermore, if an audit shows a $90 short during a cashiers shift, there are rigorous protocols that remove that employee from the workplace, with he or she being suspended pending investigation.

The cashier’s float was only $25,000 so why, when a chef has an inventory of the same amount – or more realistically stock with a value of millions – are the same protocols not applied? A refrigerated produce order with a wholesale purchase value of $25,000 is worth $100,000 when sold – add margins, the cost of preparing the food, the notional cost and marketing of attracting a guest to eat at the venue – or $0 in three days when its lifespan is complete and the stock has to be thrown away. We therefore ask the important question of ‘why are the perishable supplies in your food & beverage inventory not treated with the same respect?’

The reason is because it is not a legal and regulated requirement: Indeed to many, food is an annoyance or necessary evil to satisfy the gaming customers. Often operated and managed by underqualified staff and those who do not think of the inventory as a currency, venue management are not treating this valuable stock as they ought to.

The Casino Floor has multimillion dollar software given the rate and speed of transactions and the automation of the gaming process. More often than not, Food and Beverage has excel spreadsheets at best. This is not about software. In these cases, software is mostly purchased as a solution to a problem when the problem is actually that very person formulating the solution. You cannot purchase food cost control, only people can. Software just cuts the man hours down and translates the data into more readable fashion for cross analysis.

Only in the last few years have many properties recognized the ability and indeed necessity for strong F&B presence to provide a significant new revenue stream not only from existing players but also the new customers who come purely for the F&B options. This therefore means there is also a new marketing benefit realized, however the value of strong F&B is not the purpose of this article. This article is focused on how the value of inventory got lost ‘somewhere’.  All too often we walk into mega million dollar sites who use MBWA (management by walking around), P&L and some spreadsheets to analyze their F&B when the converse should apply. The person running the F&B needs the analysis to run that department efficiently.

Our first message to management in these cases is to rethink how this valuable asset is handled and fast. Inventory is currency just like cash and should be treated as such. It should not be laying around in various storerooms, it should not be accessible to ‘just anybody’ and it certainly should have tracking. Unfortunately this is one of the biggest challenges we face in an F&B context: Getting someone to take a can of peas seriously, especially when they go through a palette a week. We genuinely don’t see the difference between a walk-in freezer and a safe. This overall shift in mindset is the largest hurdle to overcome but one that pays constant dividends when applied. Getting people to see it our way and recognize the weaknesses in the procedures in place is one of our key tasks in these situations.

We expect to swing the costs of goods downwards by about 7-12% of total gross program sales. So when our prospective customers ask us how we are so confident in our ability to make change without interrogating the numbers further, it usually comes back to us to see if F&B is controlled by MBWA. Generally, however, a problem in F&B is an indicator of a wider problem within the company as someone should have addressed this issue, fixed the issue or at least understood that at times, there is value in preferring $500 in guaranteed beef sales than $500 in cash.

Let’s not forget, however, the always tightly controlled liquor cage with keys, cameras and par systems for an inventory of $6,500 behind a bar. Managers often do what is at best common practice and at worst, easy …. and ignore the rest. Liquor being the more stolen commodity is a myth because no one knows about the food being stolen either through waste, bad portions or theft. How could they with no accountability or stock management in place?

The good news is that the solution is a simple one. Yes the department needs to be stripped and rebuilt, yes new controls and procedures need to be put in place. But there is one department already on site specializing in this for our cash currency. Accounting of course. Who better to protect our inventory currency?

There are many solutions that casinos should undertake but it all starts with Accounting taking control of inventory the second it arrives on the property. Wherever it may be stored it is owned by accounting and its movement into the supply chain should be through the standard purchase orders and audit logs. Two slips of paper and a controllable inventory has been started. From this one can then branch out into the other issues that require close inspection such as whether the site is holding too much inventory, cost analysis, vendor analysis, plate management and so forth …. but you must start at the root of the problem and move from there.

With inventory sitting in storage and now ultimately accountable to or controlled by an accounting department the process is clear, inventory and par maintenance. By using perpetual inventory as opposed to static, the par can be determined quickly as each unit has a “days on shelf” associated to it. More importantly, the property can now drill down on its costs and its uses to the individual purchased unit which is a key indicator of profitability and efficiency.

With these changes made, you now have an F&B department which need only focus on the cost of goods for the product they have transferred out of storage allowing for a much more isolated process and facilitating the all important checks and balances. This is a real cost system which gives your chef the chance to make an impact and be able to complete his job. The minute it leaves storage, accounting relinquishes responsibility for stock and the chef or section head is responsible.

You have now successfully changed the entire structure of your F&B department. Purchasing is now taking orders on product demand from accounting, receiving is now an accounting function, the chef is focused on food and managing the food offering in the kitchen rather than in the storage and each department has a more focused responsibility in an area they are most skilled.

One small tip – limit access to storage!!

OnSite Consulting is a nationwide hospitality and consulting company to the casino, hotel & restaurant market. Providing immediate solutions for sites seeking turnaround, insolvency and concept repositioning. www.onsiteconsulting.com