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In mid-2012, Charles Gilman, the founder and sole owner of the custom fixture manufacturer/
installation company CustomFittings, was approached by a local competitor, Jack Miller,
with an offer to buy his company for $9.5 million. This tangible offer forced Charles to decide
what to do with CustomFittings, as he and his wife, Christine Gilman, were approaching
retirement age. Although their son, Bill Gilman, was keen on taking over the company,
Charles and Christine were depending on the firm to fund their retirement—but Bill did not
have enough capital to buy the firm and thus provide them with a suitable retirement sum.
While accepting the offer from Jack would put the couple in a comfortable position finan-
cially, the move might jeopardize their son’s career, their employees’ jobs, and the family’s
legacy and reputation.
I t was 7 a.m. on a bright July summer day in 2012. Charles Gilman had just arrived
at his office on the outskirts of Albany, New York. He was the founder, sole owner, and
CEO of CustomFittings, a business that manufactured and installed fixtures in retail stores
(e.g., storage shelving, display shelving, showcases, clothing racks, etc.). This was usually
his favorite time of day: There was no one in the office but him, which allowed him to look
through his business notes and think through important issues. On this particular morning,
he was facing the most difficult decision since founding the company almost 40 years
before. Charles had recently celebrated his 62nd birthday with family, friends, employees,
and business colleagues. However, he was not sure whether some of them had come to
celebrate with him or to find out about his retirement and succession plans. His son, Bill
Gilman, had made comments during the party about Charles being able to play golf all day
“soon enough,” and his accountant had said that it would soon be time for Charles to think
about a succession plan. A local competitor, Jack Miller, owner and CEO of JM Storage
Please send correspondence to: Peter Jaskiewicz, tel.: (+1) 514-848-2424 ext. 2775; e-mail: peter.jaskiewicz@
concordia.ca, to Eva Lutz at eva.lutz@hhu.de, and to Melissa Godwin at melissa.a.godwin@gmail.com.
February, 2015 1
DOI: 10.1111/etap.12149
Solutions, had told Charles that he was interested in acquiring CustomFittings. Charles
knew that time was ticking and that he would have to make a decision soon: “Should I sell
my ‘baby’ or pass it on to Bill?”
One option was to sell the firm to Jack, who historically had focused on storage
fixtures but had started to move into the related store fixtures segment. Charles knew they
had pitched for the same contract numerous times over the past 3 years, and he was aware
that CustomFittings could well be an attractive target for JM Storage Solutions. Charles
knew that selling to this suitor could potentially put him and his wife in a financially
comfortable situation for retirement. But there was a second option: succession to Bill, his
son. Bill had been involved in the family business for almost 14 years, starting on the shop
floor when he was a teenager and working his way up to the position of vice president.
However, the relationship between father and son was strained; they rarely talked to each
other.
Nonetheless, Charles felt that selling the business could threaten Bill’s future in it. He
also worried about the family’s reputation in the community because Jack wanted to cut
costs and would most likely fire CustomFittings’ employees when he took over. On the
other hand, Charles and his wife were depending on the firm to fund their retirement, but
Bill did not have the financial resources to buy it from them—nor, according to Charles,
the necessary leadership ability to run it properly—and Charles was not sure he should
risk his retirement years by leaving the company in Bill’s hands. Charles looked at his
notes again. For 38 years, CustomFittings had served a crucial purpose for his family,
providing them with entrepreneurial opportunities, financial security, and socioemotional
wealth.1 Should he let Bill continue on this path, or had the time come to end the journey?
For Charles, his company was his life, his baby, everything. He founded
CustomFittings in 1974, right after being laid off from his first job. He had started his
career in the late 1960s, at the in-house fixture construction and installation department of
a retail giant. In 1973, the retailer decided to outsource this business line, which naturally
resulted in staff cuts. Charles, one of the youngest employees on the team, was among
those let go. “But a change can also be an opportunity,” he grinned. “My employer was not
the only department store to outsource this function in order to cut overhead costs. I
sensed there was an entrepreneurial opportunity arising from the increasing need for
external services, and I decided to start my own business.”
As the firm grew quickly in those early years, Charles had the support of his father,
Mike Gilman, who had long-term experience in the same industry and referred many of
his former clients to the young business. Charles’s mother, Jane Gilman, ran the office in
her son’s firm. CustomFittings started in the family garage, but operations soon outgrew
the space, and in 1977 Charles bought the firm’s first office building. “It was a bold move
and a large investment,” Charles said. “But we were selling our service to a number of
large retail store chains and making steady profits. We created a functional yet aesthetic
shopping experience for our clients’ customers—and still do.” With an increase in profits
1. The term “socioemotional wealth” summarizes the stock of affective, nonfinancial value that families
derive from control of a firm. To maintain affective value—such as status and reputation in the community,
influence, and pride—families are keen on ensuring their ongoing control of their firms (Gómez-Mejía, Cruz,
Berrone, & De Castro, 2011).
February, 2015 3
Table 1
CustomFittings: Financials 2007 2008 2009 2010 2011 2012e CAGR 2007–2011
Revenue (in $ thousands) 16,403 25,208 19,853 17,636 19,079 18,145 3.9%
Year-on-year growth 53.7% −21.2% −11.2% 8.2% −4.9%
Net profit (in $ thousands) 199 2,957 1,425 440 720 1,014 37.9%
Year-on-year growth 1,385% −52% −69% 64% 41%
% of revenues 1.2% 11.7% 7.2% 2.5% 3.8% 5.6%
Assets (in $ thousands) 2,507 2,949 3,010 3,040 3,234 3,478 6.6%
Liabilities (in $ thousands) 517 470 466 461 452 443
Number of employees 33 35 34 34 32 31 −0.8%
Year-on-year growth 6.1% −2.9% 0.0% −5.9% −3.1%
Productivity (in $ thousands)
Revenue per employee 497 720 584 519 596 585 4.7%
Net profit per employee 6 84 42 13 23 33
Note: CAGR, compound annual growth rate, refers to the annual growth rate over a specified period.
Source: CustomFittings annual reports.
he takes over from me, might give in and hire other family members once again. He’s
emotionally attached to the family. However, I have learned my lesson: one has to be
careful with family.”
Considering these issues, the family succession option did not look that attractive
anymore. Charles opened his wallet and took out the business card that Jack had given him
at the birthday party. The week after the party, Charles had sent Jack the firm’s financial
figures, and the formal offer had arrived a few days ago. The accountant was still checking
the details, but Jack had offered $9.5 million for the company. The hard offer was forcing
Charles to decide the fate of his firm sooner rather than later.
February, 2015 5
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Table 2
CAGR CAGR
Retail store fixtures industry 2007 2008 2009 2010 2011 2012 2013f 2014f 2015f 2016f 2017f 2007–2011 2012–2017
Enterprises (in units) 8,946 8,690 8,255 8,031 8,220 8,323 8,226 8,464 8,425 8,581 8,594 −2.1% 0.6%
Year-on-year growth −2.9% −5.0% −2.7% 2.4% 1.3% −1.2% 2.9% −0.5% 1.9% 0.2%
Establishments (in units) 10,427 9,972 9,303 8,896 9,292 9,659 10,008 9,908 9,860 9,996 9,824 −2.8% 0.3%
Year-on-year growth −4.4% −6.7% −4.4% 4.5% 3.9% 3.6% −1.0% −0.5% 1.4% −1.7%
Employment (in # of employees) 73,486 69,416 65,093 64,846 65,600 66,399 68,342 68,651 69,259 69,512 68,302 −2.8% 0.6%
Year-on-year growth −5.5% −6.2% −0.4% 1.2% 1.2% 2.9% 0.5% 0.9% 0.4% −1.7%
Per enterprise 8.2 8.0 7.9 8.1 8.0 8.0 8.3 8.1 8.2 8.1 7.9
Revenue (in $ millions) 16,426 14,527 11,616 10,381 10,404 10,621 11,088 11,388 11,729 12,069 11,816 −10.8% 2.2%
Year-on-year growth −11.6% −20.0% −10.6% 0.2% 2.1% 4.4% 2.7% 3.0% 2.9% −2.1%
Per enterprise (in $ thousands) 1,836 1,672 1,407 1,293 1,266 1,276 1,348 1,345 1,392 1,407 1,375
Per employee (in $ thousands) 224 209 178 160 159 160 162 166 169 174 173
Industry value-added (in $ millions) 3,015 2,628 2,297 2,108 2,152 2,237 2,361 2,414 2,527 2,589 2,574 −8.1% 2.8%
Year-on-year growth −12.8% −12.6% −8.3% 2.1% 4.0% 5.6% 2.2% 4.7% 2.4% −0.6%
Demand from retail trade (in $ billions) 4,284 4,137 3,751 3,890 4,005 4,118 4,257 4,366 4,472 4,593 4,705 −1.7% 2.7%
Year-on-year growth −3.4% −9.3% 3.7% 3.0% 2.8% 3.4% 2.6% 2.4% 2.7% 2.4%
Note: CAGR, compound annual growth rate, refers to the annual growth rate over a specified period.
Source: IBISWorld (2012).
Key statistics:
Market segments (2012)
• Market volume in 2012: $10.6 billion (in revenue)
• Share of largest market player < 5% Electronics and appliance
• Combined share of top four market players < 7% retailers (11%)
• Historical market growth 2007 to 2012: -8.4%
• Expected market growth 2012 to 2017: +2.2% Food and beverage
retailers (14%)
Other (52%)
Industry structure: Clothing and
• Life-cycle stage: Maturity clothing accessories
• Low concentration level retailers (23%)
• High competition level
• Low barriers to entry Product/service segments (2012)
• Low technology change
• Medium revenue volatility Shelving (16%)
• Low capital intensity
suppliers. Given their heavy investment in fixtures, retail stores had to trust their suppliers
to deliver high-quality, durable goods. Their trust in the ability of fixture companies to
meet their needs was therefore key, and even small specialized players were able to build
up their own brands within a region. Not surprisingly, the majority of firms were family-
owned and family-managed.
Due to the prevalence of these many small local players, there was no dominant market
leader in the national retail store fixtures industry. The top four players accounted for less
than 7% of market revenues. Between 2007 and 2011, however, the number of enterprises
had fallen by 2.1% per year, mirroring the fierce competition during the recession. As
companies competed for the few jobs that were available, they bid low to try to win contracts
in neighboring regions. Consequently, profits in the industry were under pressure. On
average, companies were able to achieve profit margins of 2.4% in 2012. Fixture dealers that
acted as intermediaries between manufacturers and retail stores had significantly lower
profit margins on average than manufacturers that delivered directly to retail stores. But
even the performance of manufacturers that installed their products in their clients’ stores
varied largely, as competition and opportunities varied across regions. Only those with
favorable reputations could regularly secure the more lucrative jobs with major retail
chains. For such top clients, product quality and timing was essential, so they were willing
to pay a premium to get high-quality services delivered on time (see Figure 1).
In response to the decreasing market size, some companies increased their market
shares by acquiring competitors. As these companies were privately owned, they did not
have to disclose acquisition details, thereby limiting available data (see Table 3).
This was the marketplace context in which Charles had to decide the future of the firm
he had founded and had nurtured for almost four decades.
February, 2015 7
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Table 3
Comparable M&A Transactions in the Retail Store Fixtures Industry in the United States
Home-Style Industries Speciality furniture United States January 2011 Lippert Components 7,250 14,500 0.50 100% acquisition
manufacturer
Hickory Business Furniture Office furniture United States March 2008 HNI Corporation 75,000 55,000 1.36 100% acquisition from
manufacturer parent company
Rose Tarlow Furniture United States January 2008 Design Investors 24,940 85,999 0.29 100% acquisition from
manufacturer private owner
Knape & Vogt Office and shop United States July 2006 Wind Point Partners 106,000 157,365 0.67 100% going private
furniture buyout by private
manufacturer equity firm
Multiple mean 0.71
Multiple median 0.59
Multiple mean (without 1.36 multiple) 0.49
Charles remembered how surprised he had been when Jack walked over to him at his
birthday party, and after some small talk cut to the chase: “This might be an awkward
place to bring this up, but I would like to buy your firm.” Jack had started his business, JM
Storage Solutions, 20 years earlier to provide storage racks and appliances for large
warehouses and stockrooms. Business went well, and he reached the $20 million annual
revenue mark in 2007. Since then, however, his company’s revenue had stagnated at that
level. He told Charles that he feared that demand in the storage segment would continue
to decline. Spurred by this concern, he had decided 3 years earlier to expand into the retail
store fixtures segment. The pair had competed in a number of bids since then; Charles had
won them all. Now that Charles was close to retirement, Jack saw his long-awaited
opportunity to make progress.
Jack wanted CustomFittings in order to leverage Charles’s experience and contacts in
the retail store fixtures segment. He wanted to merge it with his own firm, reduce
overhead, and run the combined firm himself. Ultimately, he wanted to close down
CustomFittings’ headquarters and run the business from his current location. Charles was
disappointed by these plans. “Jack barely knows our headquarters and hasn’t even met
most of my employees,” he recalled thinking.
Charles told Jack that his son (Bill), wife, and brother worked in the firm and that it
was particularly important for Bill to maintain a position at the company. “I’ll make you
a good offer,” Jack responded. “The money will suffice for your whole family to live well
and retire.” Charles was not naive; it was obvious that his son’s future options would be
limited. Moreover, he was concerned about his family’s reputation. His family had lived
in the area for three generations; everybody knew them and knew the firm’s name. The
family’s values had infused the firm and fostered the company’s many long-term rela-
tionships with customers and employees that Charles was so proud of. He did not want
anybody to mess with the family’s legacy and reputation. He was attached to what he had
created.
Despite these concerns, Jack’s offer was good and Charles had to give it serious
consideration. “How much is my firm worth when compared to other deals in the
industry? What would be a reasonable and fair price?” Charles looked again at the
numbers that Graham Huberman, his advisor of almost 30 years, had prepared. He also
looked at the list of comparable transactions that Graham had compiled. “It’s practically
impossible to put a price tag on a life’s work, and you have to be careful not to get carried
away. I keep remembering our exceptional year in 2008 and then think, ‘For the whole
business, I should get only this much?’ ” But selling would give him an immediate lump
sum that could secure his and Christine’s retirement. The couple assumed they would need
a monthly income of at least $10,000 before taxes to be able to enjoy their retirement.
While the sale option seemed tempting, Charles still worried about what would
happen to Bill’s career, the future of the other employees, the Gilman family’s status in the
community, and the firm’s reputation if he took this route. He, therefore, also contem-
plated a second option for the firm’s future.
Charles knew Bill wanted to take over the firm. Charles had always carried the firm’s
entrepreneurial risk and was more concerned with running the company than grooming
his son as a successor. When Bill was in school in the early 1990s, he spent his summers
February, 2015 9
working on the shop floor to earn extra money. After he graduated from high school in
1996, he took on a number of random jobs until Charles convinced him, with a good offer,
to permanently join the business, which he did in 1998. Charles ensured that Bill worked
in all areas of the business during those early years, from being on installation crews and
going to clients’ stores to working in the shop. “It’s good that I gave him such broad
experience back then,” Charles thought.
Bill’s job training worked out quite well, and starting in 2002 he was given the
responsibility of supervising crews and writing bid proposals. Charles had tried to ensure
Bill was not treated differently from any other employee, and Bill’s salary had fairly
represented the type of work he was doing. In 2005, Bill became vice president of
CustomFittings. Over the last 7 years, however, little had changed—except that Bill had
repeatedly and unsuccessfully attempted to obtain more responsibilities.
Shortly after the birthday party in 2012, Charles, Christine, and Bill decided to meet
to discuss the options in light of Jack’s offer. Christine was trying to persuade Charles to
reject Jack’s offer and let Bill take over the firm. But Charles knew his relationship with
Bill was poor. When Charles started the business, he worked late hours and experienced
tremendous amounts of stress. This compromised the amount of time he could spend with
his family, which Bill resented. As a result, Bill was defiant, tested the rules, and pushed
the boundaries to get his father’s attention. When Bill joined the firm, their strained
relationship quickly became a major source of friction.
Despite this, Bill did a good job. He worked hard and was popular with the firm’s
employees and clients, who constantly gave him favorable reviews. If Charles was to hand
CustomFittings over to Bill, clients could be assured that the Gilman family name would
continue to vouch for its work.
Regardless, Charles’s retirement was at stake and he did not know if Bill could carry
the burden of running the firm. Charles thought his son was too agreeable and tended to
avoid conflict, and would therefore be less able to make the tough decisions when
necessary. Charles had repeatedly found himself in the position of having to fire under-
performing family members; would Bill be able to do the same? Still, Charles recognized
it might be his own fault that Bill was not evolving in his leadership abilities. Christine’s
words still rang in his ears: “It’s your responsibility to prepare him to be a good leader—
get started! He doesn’t dare ask you for advice because you always react negatively. You
should have mentored him, not just criticized him.” Bill had recently made a similar
comment: “I’ve worked here for 14 years and I’ve done a good job. I would love to have
more responsibilities, but you don’t let me!”
Christine felt it was less risky to give the firm to Bill than to sell it to Jack, whom they
did not know well, and she was prepared to help Bill take his place at the helm. She valued
Bill’s strengths, such as the ability to pick up new trends more quickly than Charles. Bill
had gotten the company set up for online, real-time job bidding, which seemed to be the
future of how contracts were won in the industry.
However, Bill could not afford to buy the firm outright. Charles would have to keep
a significant stake in the company for many years to come; this would affect his and
Christine’s retirement income, but at least it would allow him to intervene in any major
decisions Bill made with which he did not agree. Charles was pleasantly surprised when
he heard that Bill had gone to the bank to take stock of his financial possibilities. With his
current salary of $110,000, Bill would be able to get a loan of $300,000. But even added
to his $50,000 in savings, this would give him only a small equity share in the firm. At the
same time, Charles and Christine needed money for retirement. They discussed a possible
arrangement: Bill would buy an initial share of equity using the funds from his personal
loan and savings, and Charles would give Bill an additional 10% of equity to get him
What to Do?
Charles wrestled with the difficult decision that had to be made. “If only I could have
more confidence in my son,” he said. But he worried that if Jack took over CustomFittings,
it would threaten Bill’s career, and he worried that if Jack fired employees and cut overhead
costs the family’s long-standing reputation in the community would be damaged.
Charles got up from his desk and took a deep breath. After weighing both options
carefully, he was ready to make a decision about what he thought would be best for the
business and for his family.
REFERENCES
Gómez-Mejía, L.R., Cruz, C., Berrone, P., & De Castro, J. (2011). The bind that ties: Socioemotional wealth
preservation in family firms. Academy of Management Annals, 5, 653–707.
IBISWorld. (2012). Retail store fixture dealers in the US. Industry Report OD5532.
February, 2015 11
Eva Lutz is a professor, Heinrich Heine University Düsseldorf, Riesner Endowed Professorship in
Entrepreneurship/Entrepreneurial Finance, Universitätsstr. 1, D-40225 Düsseldorf, Germany.
Melissa Godwin is an MBA alumnus, University of Alberta, School of Business, 3–23 Business Building,
Edmonton, Alberta, Canada T6G 2R6.
We would like to thank Stacey Berman, James Combs, Liz Crompton, Trish Reay, Lloyd Steier, and Rahul
Thomas for their helpful comments on earlier versions of this case study. In addition, we are grateful to the
editor and three anonymous reviewers for their valuable suggestions.