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INTRODUCTIONS
Bryan Munson
NCBA-‐CLUSA
Jack Bailey
Independent Distributors CooperaEve
Alison Lingane
Project Equity
Stephen Irvin
Amicus Solar CooperaEve
© Project Equity 2016
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AGENDA
1. Intro to purchasing coops and their succession challenges
2. Selling to employees via a worker coop
3. Perspec(ve: Independent Distributors CooperaEve 4. Perspec(ve: Amicus Solar CooperaEve
5. RecommendaEons for purchasing coops
© Project Equity 2016
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Purchasing Co-‐ops & A Sustainable Future
• Basics of a Purchasing Co-‐op
• NCBA CLUSA and it’s Purchasing Co-‐op Members
• Succession Planning & Working w/ Project Equity
© Project Equity 2016
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Employee Ownership CooperaOves
Worker-‐ Owned Coops
ESOPs
Stock grants
Housing Coops
Consumer Coops
Purchasing Coops
What are worker-‐owned cooperaOves?
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Employee Ownership CooperaOves
Worker-‐ Owned Coops
ESOPs
Stock grants
Housing Coops
Consumer Coops
Purchasing Coops
What are worker-‐owned cooperaOves?
Businesses that are owned and governed by their workers
© Project Equity 2016
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Employee ownership brings significant benefits
All citaEons are in Worker Coopera(ves: Pathways to Scale
TO WORKERS ü BeWer pay and benefits ü Assets (business ownership) ü A voice in key decisions
TO BUSINESSES ü Higher producEvity and growth ü Lower employee turnover ü Improved business longevity
TO SOCIETY ü Local spending mulEplier ü Higher voEng levels ü CorrelaEon with other social benefits
© Project Equity 2016
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A coop conversion is a sale of a business
Typically financed by lenders or investors
to a new worker coop
Worker Coop Business Owner
© Project Equity 2016
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“Trillions of dollars of business value are going to change hands in the next 10 to 20 years.”
Image: BreW Ryder, The Economist Quote: Bob Balaban, Headwaters MB, a Denver-‐based investment bank
Silver Tsunami
“Most of us in the purchasing coop world exist to help independent or family owned distributors remain independent.”
– Jack Bailey, IDC
© Project Equity 2016
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Independent Distributors CooperaOve – USA
• In the beginning there was… – The sleeping giant industry – David vs. Goliath – The folding card table – Early challenges – A cooperaEve success story!
• The challenges and current approach – Baby-‐boomers exit stage right – Behemoths eaEng everything in their path – ConfidenEal business matchmaker
• The need for an “Easy” buWon
© Project Equity 2016
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Amicus Solar CooperaOve
• Who is Amicus? – Founded in 2011 – Solar energy industry – 41 member-‐owners, solar PV development and installaEon companies – Provide our members the benefits of naEonal scale, without sacrificing
their independence and local community impact
• Succession issues among member companies – What are the pressures specific to the solar industry? – Impact of Amicus led workshops during our member meeEngs – “Live” examples of Amicus members converEng to worker
cooperaEves or employee-‐ownership • Technicians for Sustainability, Sun Light & Power, SunBug Solar
© Project Equity 2016
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RECOMMENDATIONS Industry affects fit with worker coop conversion
Stronger fit ü Succession pain among member
companies
ü Familiarity with employee ownership or cooperaEves
ü Growing industry
ü Member company engagement with purchasing coop
Weaker fit ü Individual licensing required
(contractor, pharmacist, etc.)
ü Strong outside acquisiEon pressures (cash rich public companies or others)
ü Intense compeEEve and margin pressure
ü Majority of members are fewer than 20 employees
© Project Equity 2016
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Succession planning • Include employee ownership experts in succession planning
sessions at annual meeEng and technical trainings
• Set up 1:1s for specific members with succession planning experts who understand employee ownership. Make it OPT OUT.
• Share stories from owners who have sold (good, bad, ugly)
• Tap outside resources – Employee ownership experts can provide a clear path and roadmap – Contract out for educaEonal sessions, appointment seing, iniEal
consultaEons with target member companies
RECOMMENDATIONS EducaOon programs purchasing coops can implement
© Project Equity 2016
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What to do if approached by an outside acquirer? Distribute a 4x6 card for owners to put up
STEP 1 Call me! STEP 2 An NDA does not mean you can’t talk to other potenEal buyers STEP 3 No family successor? No other member company? Consider your employees!
RECOMMENDATIONS EducaOon programs purchasing coops can implement
Keeping businesses independent
Family successor
Member business acquirer
Employee ownership transiEon
© Project Equity 2016
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• Succession planning rarely feels urgent, unEl it is …
• Regular drumbeat!
• Member match making: ConfidenEal buy / sell lists
• Tap outside resources
• Integrate member retenEon into purchasing coop execuEve compensaEon / bonus plans
RECOMMENDATIONS Being proacOve ma`ers
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• Financial feasibility • Employee interest • Assess leadership transiEon opEons
• Timeline and roadmap
• Plan leadership transiEon
• Sales agreement • Financing • Set up coop • Employee educaEon
• Execute sales agreement
• Close financing • Finalize bylaws and governance
DECISION TO PURSUE FORMAL COMMITMENT SALES TRANSACTION
Assess Prepare Convert
6 to 18 months
Selling to employees through a worker coop
© Project Equity 2016
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Island Employee CooperaOve Debt
Bank (Senior) $1,800,000
CDFI #1 (Senior) $1,000,000
CDFI #2 (Senior) $800,000
Seller (Sub.) $1,500,000
Grocer’s AssociaEon (inventory loan)
$500,000
Total Sources $5,600,000
Purchase of Business $4,250,000
Inventory $930,000
Working Capital $175,000
Closing Costs $130,000
Technical Assistance $115,000
Total Uses $5,600,000
Member Equity 1%
Senior Debt 63%
Sub. Debt 26%
Inv. 10%
© Project Equity 2016
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QUESTIONS?
© Project Equity 2016
Jack L. Bailey, JD President & CEO IDC-‐USA jbailey@idc-‐usa.com 317-‐244-‐9200
Stephen Irvin President & CEO Amicus Solar CooperaEve [email protected] (303) 872-‐9116 Bryan Munson
Manager, Business Development NCBA-‐CLUSA [email protected] (202) 471 – 0900
Alison Lingane Co-‐founder Project Equity alison@project-‐equity.org 510-‐684-‐6665