January 23, 2020

Cross Company Grows and Creates a New Wave of Employee-Owners with Acquisition of Flow-Tech

January 3rd, 2020

Cross Company, a 100% employee-owned industrial solutions company based out of Greensboro, NC, announced its acquisition of Flow-Tech, a Maryland-based process instrumentation and measurement technology sales and service provider earlier this week. All of Flow-Tech’s employees will be eligible to join Cross’s team of nearly 700 associates in participating in the company’s ESOP.

Cross Company Flow Tech ESOP

Flow-Tech joins Cross Company’s 100% Employee Stock Ownership Plan

“We are excited to add Flow-Tech’s associates to our team, as they bring 35 years of experience in a broad range of measurement technologies with quite an installed base of customers and equipment to add our valuable services,” said Cross Company CEO John King in a press release. “It’s really exciting for them as well, because they now can join our ESOP, or employee stock ownership plan, and become employee-owners.”

King’s statement is a perfect illustration of how an employee stock ownership plan can position a company for phenomenal growth while providing significant benefits to both your customers and employees.

The substantial tax savings enjoyed by ESOP companies—which include tax-deductible dividends paid on stock held by an ESOP and, for S Corps, the ESOP’s share of corporate earnings not being subject to taxation—means that companies with ESOPs have a greater cash flow on hand with which to acquire other companies. This empowers ESOP companies to improve, expand, and diversify their services, and to outbid or simply buy out competitors.

The employees of acquired companies like Flow-Tech suddenly become owners thanks to the ESOP. Not only does that mean they get to enjoy the retirement benefits that come from participating in the plan, but they also get the pride of ownership that comes with it. Having a true stake in the company’s future inspires employee-owners to work harder and smarter to help the business succeed.

That ownership mentality extends into every customer interaction. Every Flow-Tech client who now turns to Cross Company for their measurement needs will benefit from knowing that they are not just dealing with someone cashing a paycheck, but an owner who has a personal interest in maintaining the relationship and providing excellent service.

Cross Company was among the first companies in America to form an ESOP after the passing of the landmark 1974 ERISA legislation co-authored by John Menke. Since then, they have been no strangers to using their advantageous position to strategically acquire other businesses. In fact, John King, quoted above, became president and later CEO of Cross Company only after it acquired his previous business, J.A. King in 2018.

Congratulations to Cross Company and all the new employee-owners from Flow-Tech.

Interested in learning how a Menke ESOP can help to grow your business? Try our free Preliminary Analysis.

 

Menke & Associates, Inc. has helped over 3,500 companies successfully transition to employee ownership. Our holistic ESOP approach enables a positive outcome for the company, its employees and its shareholders. We believe ownership is powerful.

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Why 2026 is the Time for ESOPs

Strong companies are using ESOPs to play offense. With rates stabilizing and talent still tight, employee ownership is delivering a durable edge:

    • Founder Liquidity—On Your Terms. Create a market for your shares without selling to private equity or competitors.
    • Major Tax Efficiency. Enable capital‑gains deferral for selling shareholders (Section 1042 eligibility) and reduce or even eliminate ongoing corporate income tax for S‑Corporation ESOPs—freeing cash for growth.
    • Talent Magnet. Meaningful employee ownership boosts engagement, retention, and performance—without relying solely on wage increases.
    • Resilient Margins. ESOP tax advantages help counter wage pressure, input costs, and tariffs—so more operating cash flows to strategy.
    • Control & Culture Intact. Transition ownership while keeping leadership and values in place.. Transition ownership while keeping leadership and values in place.

Bottom line: ESOPs create a rare win‑win‑win—for owners, the business, and employees.

What You’ll Learn

ESOP 101—Modern Playbook
How ESOPs work in 2026, who qualifies, deal structures, and timelines.

Tax Strategies that Change the Math
Capital‑gains deferral, corporate tax reduction/elimination for S‑Corp ESOPs, deductible contributions, and cash‑flow modeling.

Talent & Culture
Retention without across‑the‑board raises; ownership communications that actually move the needle.

Protecting Margins
How ESOP incentives can offset cost inflation and support reinvestment.

Valuation & Financing in Today’s Market
Bank/seller notes, mezzanine options, rate considerations, and why “bankable ESOPs” are closing now.

Governance & Control
Board, trustee, and management roles—what really changes (and what doesn’t).

Who Should Attend

    • Business Owners planning an exit, partial sale, or recapitalization

    • CFOs evaluating capital structure and tax strategy

    • Advisors & Succession Planners guiding owner‑led companies

    • HR & ESOP Committee Members building engagement around ownership

Agenda (90 Minutes)

    1. Welcome, Speakers & Why ESOPs in 2026 (5 min)
      Quick orientation; who Menke is and why ESOPs are winning right now.
    2. ESOP Basics & Business Owner Benefits (10 min)
      What an ESOP is; liquidity, diversification, succession, productivity.
    3. Myth‑Busting: What ESOPs Do—and Don’t—Require (5 min)
      No, you don’t have to sell 30%+, borrow big, or give up control.
    4. Deal Structures & Transaction Paths (10 min)
      Cash‑contribution (pay‑as‑you‑go), leveraged (bank/seller notes), and stock contribution; when each fits.
    5. Typical Scenarios & Outcomes (10 min)
      Gradual sales, minority/majority sales, 100% buyouts, and recap strategies.
    6. Who’s a Strong Fit (and Common Constraints) (5 min)
      Profitability, team/transition readiness, industry notes.
    7. Tax Strategy Deep Dive (10 min)
      S‑Corp ESOP distribution savings; C‑Corp §1042 capital‑gains deferral; entity‑path options.
    8. Valuation & Pricing vs. Third‑Party Sales (8 min)
      FMV standards, control vs. minority value, practical comparisons.
    9. Financing the ESOP (8 min)
      Bank market overview, seller paper, balance‑sheet effects, cash‑flow modeling.
    10. Plan Operations & Employee Communications (8 min)
      Eligibility, vesting, distributions, disclosures, and how transparency drives results.
    11. Culture, Engagement & Measured Performance Uplift (6 min)
      What changes on day 2; tying ownership to productivity.
    12. Roadmap & Next Steps (3 min)
      Feasibility, design/adopt, contributions, and timing the sale.
    13. Live Q&A (2 min)

Hear From Past Attendees

“I came in skeptical. I left with a concrete roadmap and the math to brief our board.”

“This clarified our exit plan and showed how we can reward employees at the same time."

Your Presenter: Phil DeDominicis

Phil DeDominicis is an ESOP strategist and M&A advisor who has guided 300+ companies through ESOP formations, financing, and transactions over 20+ years at Menke & Associates. He specializes in selling ESOP‑owned businesses to financial or strategic buyers and in helping ESOP companies acquire other businesses.

Before Menke, Phil spent 14 years in investment banking M&A at Morgan Stanley and Salomon Smith Barney, advising middle‑market companies on change‑of‑control transactions. He holds a B.S. in Chemical Engineering from the University of Delaware (1985) and an MBA in Finance & Accounting from UCLA Anderson (1989). Phil currently serves on six for‑profit and not‑for‑profit boards.

What Phil will cover:

    • Where ESOPs win in 2026 (tax, talent, and control)
    • Owner liquidity paths: minority, majority, and 100% sales
    • Financing options and what lenders look for
    • Valuation reality vs. third‑party sales
    • How to prep a board, trustee, and employees for a successful close

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FAQ (Quick Hits)

    • Do I lose control? No—most ESOPs preserve day‑to‑day control with your leadership team and board.

    • Is this only for certain industries? ESOPs work across sectors when cash flow is stable and leadership continuity matters.

    • Can we do a partial sale? Yes—stage liquidity over time while capturing tax benefits.

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