The Employee Stock Ownership Plan (ESOP) – Part 2

By: Robert C. Hackney

The Interplay between Artificial Intelligence and ESOPS

There is no doubt that the future is already here, and many people just don’t realize it. The ability of machines to do a wide variety of tasks is now possible, and will simply get more and more widespread.

In some industries, things will happen very quickly but in many industries there is a resistance to change which will delay implementation of new technology, as we have described in the grocery industry. Another example that seems to make little sense is the lack of acceptance of technological improvements in the construction industry. Housing components and complete houses can be created faster, cheaper, stronger, more efficiently and with greater qualify control when built or partially built in a factory. Prewired wall units, preinstalled plumbing, and numerous other components can be created, yet the typical house is still built one piece at a time. Contractors and municipal building departments are accustomed to doing things one way, and have little or no interest in changing their view of how things are to be done.

Another example of this attitude exists in the legal industry. A recent survey of law firms found that 65% of law firm leaders indicate that their partners are resistant to additional changes, yet 72% of those same leaders say that the pace of change will continue to increase. This is an issue that is difficult to overcome, and many of the predictions about changes in the workplace do not take into consideration the hesitancy of people to accept a new way of doing things. Many feel that “if it isn’t broke, don’t fix it.”

Yet the Pace of Change Marches On

According to CB Insights, the top 100 companies using artificial intelligence as a core part of their products have raised $11.7 billion in a total of 367 transactions. Investment in industrial robotic companies between 2016 and 2017 accounted for $1.2 billion.

In the area of robotics, there is also quite a variety of different focuses. In the Enterprise category, there were investments in the subcategories of drones (non-delivery), retail and warehouse, restaurant, heavy industry and manufacturing, laboratory automation, and delivery services. In the Consumer Category, there were investments in the subcategories of education, social robots for companionship, personal drones and consumer services like housekeeping. In the Medical category, there were investments in the subcategories of surgical robots, bionics and rehabilitation, and non-surgical medical tasks. In the Safety and Government category there were investments in the subcategories of building security, field assistance for law enforcement and the military, and drones, both aerial and underwater. There were a number of other robotics investments that do not fit neatly into any particular category.

What About Manufacturing?

It has been widely reported that since the year 2000 over 5 million American manufacturing jobs have been lost to a combination of moving those jobs overseas and automation.

The manufacturing process, particularly in the high tech industry, is a process involving multiple parties which all produce different parts. For example, only about 10% of the parts that go into an iPhone are manufactured in America. The rest are manufactured around a “hub” just like the situation was when America was funding massive amounts on space exploration. In those days, Cape Canaveral (later Cape Kennedy) was the hub, and hundreds of small to medium sized manufacturers grew up around the space center. Innovation frequently came from all of those contractors and subcontractors. Today, those “manufacturing hubs” are located in Japan, Taiwan, and China, among others, and while all of the suppliers to these hubs are not all necessarily clustered next to the major manufacturing plants, the concept remains the same. The closer the suppliers, the lower the cost of transportation, and just as importantly, the speed of acquisition of the supplies. Time in many instances is just as important as production cost. America now lacks those hubs, as well as those suppliers, and needs a plan to reinstitute them.

ESOPs are a well established, but highly underutilized tool, particularly for corporate finance. In today’s world, many people lament the fact that some of the most successful companies and the highest income generating companies operate with less jobs than successful companies of the past. The beauty of an ESOP is that it can be made to work for small companies as well as large ones. Specialized manufacturing companies may not need large numbers of employees, but we as a nation need a large number of specialized manufacturing companies. With automation, including 3-D printing, this is not only a possibility, but an inevitability.

Part of what America needs is a combination of tax reform to incentivize investment in manufacturing infrastructure and promotion of ESOPs to act as a corporate finance tool and additional incentive for companies to expand, while simultaneously energizing the employee base as shareholder-owners.

Tax reform as part of the answer

Industry sources report that more than $2 trillion in corporate earnings are parked overseas. Some pundits have even said that this the amount of earnings stashed overseas could be as high as $15 trillion. The reason for this is that the United States has, for many years, had a tax rate of 35%, one of the highest corporate tax rates in the world. The corporate tax rate adjusted in 2018 to a 21% rate, which may stimulate repatriation.

For the companies that did not move offshore, the tax result is frequently that there is not sufficient capital to hire more employees or expand their business. Instead of companies moving offshore, it would benefit America to keep them here, tax them less, and have them create jobs for Americans, who, of course, pay income tax on their salaries. Lower taxes also means more capital to invest in equipment, such as robotics and artificial intelligence. With not just tax reduction in the form of lower tax rates, but tax credits for those companies that invest in their infrastructure, job growth and economic growth could be achieved. We have recently accomplished the tax rate change, but still need the tax credit revisions.

We have learned that robotics and artificial intelligence cannot replace people, but what they can do is enhance the productivity of people. Most technology will not be designed to replace workers, but to replace some of the tasks that those workers are now burdened with, and will free them to do more “human” work, not just repetitive mindless work. If workers are freed to interact more with their co-workers in creative activities, leaving redundant work to the technology, productivity, along with job satisfaction will increase. In addition, with workers owning part of the business, statistics have consistently shown that productivity increases, employee turnover decreases, and wages typically increase.

Education

It has been estimated that 65% of children presently entering primary schools will end up working in new job types that do not exist today. How do we prepare them?

From the information available, the trend appears to be going toward machines that perform tasks in a human type manner, but we must always remember that as human as they may seem, these machines cannot replace us.

We have discussed the fact that manual labor and low paying jobs may be the first to be replaced by automation, but is that really what will happen? We make the assumption that to recreate what we believe to be simple tasks should be relatively easy for advanced artificial intelligence. This appears to be untrue.

A researcher in the 1980s named Hans Moravec introduced what is now called Moravec’s Paradox. This paradox is simply that while a computer may perform tasks like playing checkers, it cannot do simple things like bending down and picking something off the floor, or other basic sensorimotor skills. These skills require a substantial amount of computational resources, even more than figuring out which checker to move to which square. While we think all of those jobs will go away, we are probably wrong on some level. Some of our movements and actions are done without much contemplation, and are natural for a human, but very difficult for a robot. What we are seeing is that artificial intelligence is very good at a narrow area of work, so the goal is to get the machines to do what they are good at, and let the humans do the rest.

Common Sense

It seems to me that common sense is not so common anymore. Many people seem to lack what we always referred to as common sense. An example of this is the lawsuit filed by a woman in California against a jelly bean company because they did not disclose to her that jelly beans contained sugar. Really? We could all cite hundreds of other examples.

My wife believes that the schools should now teach a course in what she calls “practical intelligence,” which a polite way of saying common sense without insulting the people you are teaching. That phrase, in and of itself, exemplifies what only humans can do, ie: give something a nicer name to spare the feelings of the people to whom it is directed.

Based on experience, the future belongs to the ones who will have a combination of skills. Along with the old “reading, writing and arithmetic” the new workers will need reading, writing, arithmetic and computer science. Those will be the basic underlying skills that all workers will be required to master. In addition, on top of those basics, and to have a chance at being successful, future employees will need social skills, interpersonal communication skills and practical intelligence.

In the past, we would all see mothers and fathers constantly interacting with their children. Today we see mothers and fathers with their faces buried in the smart phones, texting or talking or reading. The children are doing the same as their parents. Children now text from their bedrooms with questions like “what’s for dinner?” Many young people have no manners and no social skills, and when they throw a temper tantrum at their job, they won’t understand why they were fired. Of course, this is a generalization and not all young people act this way, but certainly a substantial percentage fit into this category. I suspect that schools teaching practical intelligence will become commonplace.

Human Attributes

We believe that various human attributes will be difficult if not impossible to translate to machines. For example, creativity is a uniquely human characteristic. The ability to formulate ideas is human. How do we stimulate creativity in young people, which will be an attribute that will be in great demand in the future? In addition, creativity needs to be centered in a framework of values, human values.

We believe that teaching young people values will be the most important task to guide future generations and will help them succeed in becoming employed and productive.

In schools today, it does not appear that any form of values are being taught. In the public schools in particular, the attitude appears to be “it’s not my job.”

Values will complement artificial intelligence since AI has no human values of its own. For western civilization to survive and thrive alongside artificial intelligence, the human side of the equation must follow a consistent pattern of common sense moral values.

What we see as human attributes are based on a series of human values. The attributes that humans have, like creativity, empathy, motivation, and nurturing, are derived from common sense values.

In America and most of the western world, our traditional values are based on Judeo-Christian ethics. Those ethics include things like the dignity of human life, honesty, a strong work ethic, common decency, respect and consideration for others, gratitude and generosity,

How ESOPs fit into this plan

According to the Center for Economic and Social Justice, less than a dozen ESOPs were in existence in 1965. Today over 10,000 companies have adopted some form of an ESOP and there are somewhere between 11 million and 13 million employee shareholders in America. In about 1,500 companies, the majority ownership is controlled by the employees.

While Walter Reuther was a huge advocate of ESOPs, much of organized labor has been skeptical about employee ownership, but some labor unions have strongly endorsed the idea. Many groups in labor unions do not believe in mixing what they call “labor and management.” We think this is a shortsighted approach, since we believe it to be beneficial for labor to have a say in management, and as owners they would have that right and opportunity.

An ESOP has many facets. Primarily it acts as an incentive for employees to become and remain more productive, since they have the pride of ownership and share in the upside of the company. It is also part of a retirement program, as the employee builds equity in the company over years. An ESOP typically buys back an employee’s shares upon retirement out of plan funds. It acts as a tax deferred method for employees to build wealth.

In some companies, additional plans are also created, such as 401(k) plans that go hand and hand with the ESOP. Companies that provide both an ESOP and a 401k provide diversification of investment, since an ESOP buys stock in the employer and a 401k invests in outside companies.

An ESOP can provide cash and stock bonuses to employees. A company can deduct dividends paid on ESOP stock, with the dividends either going to repay an ESOP loan or be paid out directly to employees if there is no loan, or after a loan is retired. Some plans are arranged so that any dividends got into purchasing more stock for the employees to increase their share of ownership, which benefits them upon retirement.

On the corporate finance side, an ESOP is unique. There is no other financial vehicle in America that has its benefits. Only an ESOP can protect individual shareholder-employees from personal risk in the event of default because ESOP loans are not guaranteed by the employees. Only an ESOP can borrow money for corporate expansion or growth and pay back the entire amount of both the principal and interest in pre-tax corporate funds. This is absolutely unheard of under any other scenario, and gives the ESOP a massive advantage over any other method of financing.

The National Center for Employee Ownership (NCEO) has identified what it calls the “ownership edge.” While ESOP ownership creates an advantage, that advantage is enhanced and bolstered by a specific ownership culture that successful companies have implemented. According to the NCEO companies with the ownership edge comply with six essential rules. As stated by NCEO, those rules are as follows:

1. Provide a financially meaningful ownership stake, enough to be an important part of employee financial security.

2. Provide ownership education that teaches people how the company makes money and their role in making that happen.

3. Share performance data about how the company is doing overall and how each work group contributes to that.

4. Train people in business literacy so they understand the numbers the company shares.

5. Share profits through bonuses, profit sharing or other tools.

6. Build employee involvement not just by allowing employees to contribute ideas and information but making that part of their everyday work organization through teams, feedback opportunities, devolution of authority, and other structures.

This approach is essentially different from the typical management approach, and some company owners may not be comfortable with this management style. However, if company management wants to survive and thrive in the new economy, serious consideration of this approach needs to be taken.

The support for ESOPs over the years has sometimes occurred in a surprising context. The story of the Polish trade union Solidarity even has a connection.

In August of 1980, shipyard workers in Gdansk, Poland formed Solidarity in an effort to defy the Communist regime and obtain fair wages for the workers. At first, the government tolerated Solidarity, but as it grew stronger, the government’s patience wore thin. Eventually, Russia had enough and ordered its puppet government in Poland to put a stop to Solidarity. Martial law was instituted, and the leaders of Solidarity, including its founder Lech Walesa, were arrested.

President Reagan and Soviet Premier Leonid Brezhnev traded threats, and Reagan instituted sanctions against Poland, although our allies in NATO declined to participate. What happened next was more than interesting. In what some later called the “Holy Alliance” Reagan joined forces with Pope John Paul II, the first Polish pope, to pressure Poland and Russia. The Pope told Russia that he would fly to Poland and stand with Solidarity. The Pope and the President had a plan, get as much equipment into Poland as they could to help spread the word of freedom and empowerment to the workers, in the form of computers, radio transmitters, printing presses, fax machines, copy machines and other communications devices. The CIA and priests worked hand in hand to smuggle equipment into Poland. Without a shot being fired, Lech Walesa was eventually released and the puppet government fell.

In September, 1990 President Reagan travelled to Gdansk, Poland to celebrate the tenth anniversary of the founding of Solidarity. In a speech outside the shipyard were Solidarity was created, he spoke these words:

“…Meanwhile, what about the workers in those state monopolies that are being put up for sale? I am reminded of a technique for employee ownership that has worked well for many U.S. companies. It goes by various names but the best known is “Employee Stock Ownership Program” or “E.S.O.P.”. With such a program, the employees of a company create a trust which borrows money from a bank to buy shares of stock in the company. The loan is paid back over several years from the employees’ share of the company’s profits. How can they be sure the company will be profitable? The workers, as owners, make sure by insisting that unprofitable or obsolete products be replaced by new ones; that operating costs be kept down; and that new efficiencies of operation are adopted. In the U.S. we have seen it happen time and again.

It is another fact of human nature: When a person owns assets – a house, land, a small business or shares of stock in a big one – he or she will look after those assets…”

Reagan supported the ESOP concept, for America and for others. He saw it as a technique to help those formerly communist countries establish a basis for capitalism by getting workers to be owners and to share in the growth and profitability of their companies by becoming capitalist like Americans. He also believed that more American companies should take advantage of the unique attributes of an ESOP.

While it is encouraging that we have gone from a very small number of ESOPs in 1965 to a situation where between 11 million and 13 million Americans participate in ESOPs, we can do better. America will be stronger and better if 25 to 50 million employees, or more, are part owners of their employer. We need to strive for more employee shareholder participation.

We all know that changes are coming and automation is increasing, but instead of fearing the future and predicting massive job losses, we should remember the words of Ray Kurzweil who said “You can point to jobs that are going to go away from automation, but don’t worry, we are going to invent new jobs. People say “What new jobs?” I don’t know. They haven’t been invented yet.”

Kurzweil almost sounded like he was quoting Doc Brown, the character from the Back to the Future movies when he said “the future has not been invented yet.”

Remember that humans (particularly Americans), unlike machines, are resourceful, creative, opportunistic, and self-serving. I suspect they will find something to do, and it will be something profitable.

Can ESOPs solve all of our economic problems? Of course not, but it seems logical that the expanded use of the ESOP concept would be beneficial for most employees as well as their companies. As well has this concept works, it is a surprise that it has not been better utilized.

Today the statistics show clearly that the middle class family has lost a substantial percentage of its purchasing power over the past few decades, which translates into less savings for retirement. Simultaneously, many of the larger corporations have experienced large percentage increases in executive compensation, frequently with no corresponding increase in the value of the stock of their companies.

We are not advocating the dreaded “universal basic income” which we believe sends the message that some in our society have just given up, and provides further incentive for a defeatist attitude for others. Instead, we believe that the incentive of some ownership position in an employee’s company may be what is needed to inject new life into those of us in the 99%.

Presently less than 10% of American workers are employed in businesses that offer the ability to become an owner through an ESOP. We believe that the economic impact of increased ESOP ownership to the level of 20 or 25% would jump start economic activity and make true capitalists out of many employees. All of this results in a more secure future for employees and more productivity for America.

As technology has spread throughout the world, and in particular, America, production has increased to amazing levels. As we all know, over 90% of Americans were involved in agricultural activities 150 years ago, and only 2% are so involved now. The amazing part about that statistic is that America is producing so much food with the 2%, that we are exporting enough to literally feed many other countries. While not as obvious, similar changes have occurred in other industries. Technology is not something to be feared, but something to put to work for the benefit of mankind.

Our hope is that with AI and robotics, production will continue to increase and profits will increase, providing more benefits to the entire population, and perhaps particularly to employee owners of the companies that embrace the change.