00:00:00Samuel Edwards: What is today...? December 12th?
Jay Reichman: December 13th.
SE: Today is December 13th 2016, my name is Sam Edwards and I'm here with--
JR: Jay Reichman.
SE: Thank you Jay. And today we're at Chroma Technology and we'll be talking
about his experience here as an employee owner and [as] one of the founders, the
culture of employee ownership, structure and the history. So Jay, to start off
with [do] you want to talk about what you were doing before even Omega, we can
go back that far. However you want to introduce yourself.
JR: Okay well I'll go back to college that's maybe as far back because you know
I ended up working at Omega Optical pretty much right out of college, basically
00:01:00my first job out of college and I'll talk about what led me, just briefly about
what led me there. I went to Brown University and received a mechanical
bachelor's in mechanical engineering there although for most of my time there I
was sort of doing kind of more of a physics track but in addition to that I was
also interested in things like intentional communities and I lived at a housing
co-op like Brown Association of Cooperative Housing, BACH for short, which has
three sort of hippie co-op houses. So I was always kind of interested in
cooperatives to be as sort of a side thing, not that I thought that was really
going to sort of end up working in an environment that became sure of what
Chroma became but I did sort of have sort of a philosophical leaning towards
cooperative work environments and living, cooperative living arrangements. I
00:02:00started Omega, working at Omega, in 1983, autumn of '83. Basically I was not
looking for a job at Omega but I was just looking for a job in the area, decided
I wanted to you know try to make it through the winter and sort of start you
know living in Vermont where a family friendly friend, a good friend of mine was
already living and [if] you go to Vermont in the Autumn it's hard to leave if
you don't have anywhere else you have to go to. So basically a friend of his was
working at Omega and [I] decided to stop by and it seemed like an interesting
place and worth working at. It did have sort of almost like the coop kind of
hippie feel to it which was sort of attracted a lot of interesting people
00:03:00working there, whom you've met a few. And so, the only, I mean that my ticket in
with that I had used the spectrophotometer before in the science projects at
school so you know I was probably one of the only new employees to actually have
ever done anything even remotely like what was done there and that sort of basic
physics understanding [of] what they were doing. The only position they had
available within the shipping department so I started in the shipping
department, turned out to be probably the best place you could possibly start in
00:04:00a place like that because in shipping department got a chance to see everything
that was made you learn how to handle and clean the optics because we shipping
involved also cleaning and packaging, labeling with a white fine point markers
on the edges of filters and even measuring filters. So I pretty quickly became
probably the go-to person for doing a sort of unusual spectral measurements of
optics. And after a year, sort of gotten into the production and went off from
there, moving more and more into production but that was a be good background
way to introduce myself to the company, really sort of knew just about
everything that was going on there in terms of product. Moving, fast forwarding
to the time when Chroma started, I actually was planning to take a leave of
00:05:00absence at about that time after working on a project that Omega was doing for
the Hubble Space Telescope. I decided I sort of wanted to have a break and just
sort of see where I was at in terms of things of what I wanted to do. I actually
stopped work at that time, under good relations basically with Omega but soon
learned about what Paul and Dick were thinking of doing and it sounded like well
I wasn't doing anything else that time, I wasn't, I didn't know I was coming
back to Omega. Seemed like something that was worth giving a few years in
00:06:00helping them out while they started up. When I got back from a longer, a long
vacation that summer, started up in June, whatever, so basically that's how I
sort of got into Chroma at the time.
SE: So I'm actually kind of interested about the work you did with themselves
Hubble Space Telescope because I've been hearing about for months and now we're
finally here-- just briefly if you don't mind.
JR: Okay well, Omega got the contract, I don't know the details of how we landed
a contract. David Marcus who was at Omega was probably the lead, sort of the
project manager in terms of all the paperwork and I was ended up being sort of
00:07:00the science and engineering manager, the design engineer and such, working with
the engineers at JPL (Jet Propulsion Laboratory) to sort of work out problems
and sort of make sure they got what they needed. It was for what they call the
wide field planetary camera two, which is the big color camera that does you
know, which had sort of a whole filter set of individual filters, had some
monochrome CCD imager, and if you use the filters and sequential imaging that
those are combined to create the beautiful color images that you see, you know,
in the magazines and everything. The telescope had, I'm not sure of the
sequence, but it was it was not the first camera that was with pick one, it was
the second camera, but it was destined for the first being install[ed] in the
00:08:00first servicing mission. That servicing mission ended up becoming famous as the
one that installed the corrective optics to deal with the terrible mistake that
was done where they were they perfectly polished the main mirror to a focus
which was not the right focus although it was perfectly focused, it was the
wrong focus, focal point and they ditched one of the four scientific, one of the
four instruments that was in there to make room for the corrective optics.
Fortunately they didn't ditch the WF (?) pic. All the images up to another
servicing mission that had been several years ago was through the cameras and
filters that we made, at least visible, the ones in visible.
00:09:00
SE: So getting back on track, I guess maybe talk about even the beginning of
Chroma that you were a part of. From what I understand, it took about six months
to develop the first project or product anyhow. So do you want to talk about the
first six months to a year with Chroma?
JR: Yeah; well at Omega, I had done some work with one of the technologies,
coating technology, called electron beam evaporation technology and has used
for mostly for beam splitters and mirrors that are exposed coating that so they
have, slightly more durability than other types of coding so I led the effort to
build our electron being coding chamber. So it was a little bit different than
some of the other sort of what we call the soft coding chambers for the
00:10:00precision filters, [which] Wim Probably led that sort of, led the work in terms
of designing the interior and everything for that but I, sort of, my baby was
system, Unit 1, which was the electron beam system. So I did a lot of the
dichroic beam splitter work and also worked on you know, designing fluorescent
filter sets, doing design work for the soft coding, so did a bunch of things,
sort of did a mix, like everyone there, we didn't mix of things. I did a lot of
00:11:00customer, this sort of application scientists for you know for working with
customers to help develop filter sets; did some little bit of tutorial tutoring
work where did some of the stuff that Michael Stanley and others do now, did a
little bit of that in the early days; designed, did a lot of work on the vacuum
systems and the interior, the fixturing and everything.
SE: So in addition of that, how did you feel about choosing to do an
employee-owned company with Chroma in the beginning particularly, in line with
your previous interests in cooperatives?
JR: I thought it was just really intriguing to do it that way and it definitely
thought like we have in our unique situation of all being n it at about the
00:12:00same level if, no one coming in with major bucks to get it started. There was
this sense certainly among between Paul, Dick, Wim and myself and Frank, as far
as the sales and technical skills, we all did realize that we had sort of our
own unique things to contribute which were sort of all essential to the
operation, to the success of the company. It is made sense to have some sort
of-- the idea of an employee owned company was very attractive to me. Initially
00:13:00it was not [one] hundred percent employee-owned, as you probably know by now,
but we kept it mostly employee owned up to the year 2000 which changed the
structure to make it [one] hundred percent employee owned.
SE: Actually I haven't heard that yet. For the most part I've heard that it
was... I'm not sure it was just an absence of information on whether or not it
was wholly employee-owned before then or not.
JR: It was never wholly employee owned up until the year 2000, 2001.
SE: Who else had a stake in the ownership?
JR: David Bradford who is a local machinist, Bradford Machines, in Brattleboro,
00:14:00Vermont. I'm not sure how we developed the relationship, mostly through Wim, I
would say and we sold some shares to him where we basically offered for him to
buy shares that basically at par value I believe, which was just a dollar, a
buck a share at the beginning in return for doing a lot of going out of their
way to help us give us a lot of their time in terms of working on building and
developing the machinery and fixturing and some of this. So in return for that
you know he got, I don't remember how many hundreds or thousands of shares, he
was graciously, voluntarily sold his shares in 2000 for book value at the time,
so he made out pretty well. But we have an ongoing relationship with Bradford
00:15:00Machines and are still a very good customer there so you know I think overall
it's a, good deal for both companies.
SE: As you spoke about that, it did jog my memory; I remember Wim talking about
it but I guess between him and the other founders who have talked about it
never stated in a way that said Chroma wasn't one hundred percent employee-owned
for them, it was just that yeah he helped us you know fund making machine in the
beginning because we couldn't couldn't pay for them out right at the time.
JR: No, I mean I could go to go look at the stock records if you want; I mean
you could go ask someone to look at the stock ownership history and see how many
shares he owned up to the year 2000. We did not distribute anymore, he was not
part of the stock bonus program or policy that we were sort of following over
00:16:00the first few years, where every year we were basically, well you know the
details, we created our kind of our own systems to maintain sort of flexibility
at the expense maybe, of not exactly the best way of doing things in terms of
taxes and stuff but we distributed shares every year to all the employees who
were eligible for them. Bradford was not, not being not an employee, was not
part of that. The shares that he received was about all that he received, at the
beginning, but it was a good chunk compared to a lot of employees that were
getting shares annually sort of incrementally.
00:17:00
SE: So going back to the first decade, you talked about the kind of work you did
in the beginning of Chroma, what do you remember about the development of Chroma
as you guys grew through the nineties? And what that looked like it and felt
like as the company expanded throughout the Cotton Mill?
Jay: I pretty much stuck to my specialties which was designing filters, working
with customers to help them figure out what was the best solution for them, so I
think I was kind of an important part of the of the strategy, of Chroma's
strategy, which was to provide solutions to the customers and do whatever we
could for a reasonable price to get customers what they needed for them to be
able to do their work and see what they wanted to see. So to me the filter, the
00:18:00physical filter itself, [was always] part of the package of what we sold.
Ultimately we are selling, the ability for a researcher or any kind of scientist
to make good measurement, get the data that they that they need, see what they
want to see--basically that's what we really are selling and what we do. So our
strategy, I think our strategy has so fallen in line with that, we spend, we
have, you know, many, we put many hours, the applications scientists and other
sales people talking to customers basically trouble troubleshooting their
problems; figure out a lot of times-- they think it might be a filter that's
00:19:00wrong and we'll work it out fine that it's not the filter something else in the
system. So that's all part of the, part of what I think Chroma sells, it offers
a service to customers.
SE: Was there anything that you remember in Chroma's development specifically as
an employee owner that marked a significant shift for you and how the company
was running, or how the size was affecting the company through the nineties?
JR: Well, you're getting and this could be off the record. I'll be mumbling here
a lot so hopefully you can edit some of this...
SE: Even if only one example sticks out...
JR: We eventually had to sort of specialize in what we do and
decisions that various levels had to be made. We had a--initially we had company
00:20:00meetings for weekly, on a weekly basis, discussing major issues and ultimately
even though there were sometimes votes on various things, a lot of
behind-the-scenes, day-to-day decisions and some big ones, really were done by
individuals - Paul. There as always this at Chroma this sort of balance between
the idea of employee ownership and people all being owners and having sort of
like, being able to have input into major decision making processes but then
there are the individual personalities and Paul Millman's probably, is the
biggest individual personality but he always, he also...I've always recognized
00:21:00Paul also along with Dick is being the true founder of Chroma I think he's been
actually very gracious in allowing us to call ourselves co-founders. I mean
really it was Paul's and Dicks initial brainchild to sort of like to go--having
been fired or [] having resigned to sort of startup that project. Now Wim might
have a different view, but certainly from my perspective, it was not my
intention when I went to leave Omega and start Chroma. I think that you know the discussions of Chroma had started before I had
00:22:00left Omega so I knew that was in the works and... On the side outside of work, I
was starting to help Chroma sort of start plan and everything.
SE: Did you work with Dick when he was putting together plans for Chroma?
JR: Yes; I don't know the exact timeline, as far as what work I did before
actually leaving Omega to go on my leave absence but by the time I went on my
leave of absence, I pretty much knew that I was going to be at Chroma and I was
probably not going to come back to Omega.
SE: Okay; so do you want to talk about how you experienced Chroma expanding
through the Cotton Mill and what that was like particularly with adding more
people to the kind of work that you did or the kind of work groups that you were
in and maybe even difficulties with the kind of town meetings you guys were
having at the time?
JR: Well it's been a while, so, it really has been. I think an interesting
00:23:00example of - well I'm just trying to think of the timelines. I'm to even think
of when we moved from the Cotton Mill to here, was that 2005?
00:24:00
SE: 2003.
JR: 2003, okay. So before moving to Imtec Lane, I mean a lot of my time was
devoted, apart from the day-to-day just working doing my thing at Chroma, was
dealing with the lawsuit so there was a whole big period there, sort of a chunk
of time where the lawsuit with Omega was like a big part of my energy was voted
to. Although apart from that, I did sort of take some of my ideas of - I was
always interested in sort of like thinking of what was most equitable way of
dividing the profits and looking at things in terms of fair[ness], so I think I
did have a lot of input into the structure of some of the ownership systems, the
00:25:00share - I was the secretary for many years, so I helped out in that regard in
terms of keeping track of all the stock purchases and everything going on. I
probably knew almost better than anyone else, as far as the mechanics of the
process. I was also very much involved-- I would say the other big thing which
sort of showed a lot of what was going on at home at Chroma was the decision to
try to move to a one hundred percent employee-owned company up to that point,
like I said, was, there was nothing in the articles of association of the
00:26:00company, no real sort of legal restriction to the ownership of shares. There was
no restriction as far as like selling the shares back to the company once people
left. There was this point in two thousand when it appeared that that the
original co-founders were no longer going to be the majority shareholders of the
company and although I didn't find it of huge [import] and I didn't find that in
itself, sort of like a truly important, total game changer. There are other
co-founders that really felt threatened by that and wanted to sort of put
something more into stone basically, a structure where they felt maybe more in
00:27:00control by virtue of there being more rules and restrictions on...the way stock
was bought and sold and distributed the company. I think that's how that the
restructuring arose. All those discussions, that was sort of a very crazy period
of time; it also happen right about the time when we did not know what was going
on with the law suit. We had - I'm not sure of the timeline - but we had one
favorable judgment from the trial from the trial court but then it was appealed
and it was at the Supreme Court of Appeals level at the time when we were doing
the restructuring so there was still sort of like this sort of shadow over
00:28:00whether the company what actual value of the company might have been. It was a
crazy time and despite having meetings with lots of people involved, I mean we
had these major meetings you might find - because there are cassette tapes I
think somewhere of the meetings over the restructuring committee and some of the
people originally involved in that restructuring committee ended up being some
of the dissenters in and where our second big legal issue arose out of that.
SE: That's very interesting, I had not heard I guess the parti[culars]... I feel
00:29:00like maybe in the recollections of the other founders of the litigation on
record for the most part, it's just like "oh we had that those two lawsuits in
the nineties, remember those?" And they just moved on, which is fine because I
think at least with the first lawsuit from Bob Johnson and Omega, that was is
all on record and even Paul was like yeah, you can go pull up the
Congressional Record and look at it" or whatever, and I think I probably have.
JR: All the dissenters suit is on record somewhere too. I mean we eventually
settled that but that was very difficult because it was against, it was about
money and it wasn't about like sort of, like the essence of Chroma, and the
livelihood: it was like dealing with shares and feeling like the dissenters were
00:30:00asking for way more of a chunk of what we thought, of the company than the
founders themselves felt they might even get out of the company. It was really
kind of nasty.
SE: So then that restructuring of the how the shares were distributed in the
early 2000s, and that was because of the second lawsuit, right? That's what
you're saying?
JR: It was the second lawsuit was the result of themselves restructuring.
SE: Okay so...
JR: The shareholders of Chroma voted to amend the articles of association to
00:31:00restrict the ownership rights of shareholders. That led to that led to an
opening where shareholders who did not agree with the changes could formally
descent and ask to have their shares, to sell their shares back at fair value;
fair value quote-unquote fair value, became the heart of the lawsuit and trial.
We went actually went to trial over it, eventually settling out of court but to
trying to determine fair value for Chroma shares, that was like the heart of the
issue... there's a huge disparity between what the dissenters were claiming fair
value was and what we thought fair value was.
00:32:00
SE: Well naturally, if they're trying to get money out and descent at the same
time right, I'm not think I would do that you guys, but if I were in the same situation...
JR: Right. We really had to think hard about how we value the company and it's
still an issue today, the structure of the company still is based on this notion
of, 'sine we don't really know what fair market value is because it's such an
unusual company' and it would be so expensive to convert, right at this point,
to fair market value, that we still use book value as the evaluation of the
shares but we have sort of a mechanism that case in the event that the company
does go on the market and does realize market value that the difference between
what the company actually gets old for and what book value had been, that
00:33:00difference gets distributed equitably among the share[holders], the both the
current shareholders and ex-shareholders. So when one leaves the company, you
actually get to trade your class a shares for the class B shares which only have
value in the event of the sale of the company. That's sort of the heart of the
we came up with the deal with this issue of how does one value the shares of the company.
SE: ...So we kind of dug into the aspects of the lawsuit a little bit.
00:34:00
JR: Well the lawsuit wasn't about that, it was about what the shareholders who
dissented from that change and wanted to have their shares, sell their shares
back, what the value was their shares and what they wanted was as close to fair
market value; and in determining fair market value, which could have been many,
many, many times more than book value. That was the issue.
SE: So to get the timeline correct, the company was going through a restructuring...
JR: That was at themselves end of 2000, 2000 something. 2000 was when we voted
to change in the articles of association and in addition we also amended the
bylaws to the match it and actually created like a true sort of a board of
00:35:00directors through the bylaws with sort of a more strict structures to the board
of directors at the same time.
SE: So out of that restructuring process is where the lawsuit came from, because
as you've been saying, they wanted the market value of the shares.
JR: Right. I honestly don't know why they dissented from it honestly but...
SE: It happened the way it did either way.
JR: I don't want to get into sort of like personal details of the main
dissenter, but he did a lot of things for his, I felt, his own benefit. As it
turns out, so he was like the financial controller at the time. I'm not saying
00:36:00that he extorted anything but there were policies that we enacted that ended up
benefiting him very well down the line.
SE: It seems fishy, in a company is supposed to be more cooperative and
democratic, and then one guy has apparently been moving things to benefit himself...
JR: Right, nothing illegal, I mean the example we created this, we sort of, he
advocated for a very, very generous long-term disability policy and then he went
00:37:00on long-term disability and we think that he probably said he knew of his own
situation and sort of created, helped sort of get as sweet a deal for himself as
possible, as he possibly could.
SE: Yea, I think Paul's essentially given me the same story. So, moving
forward, I kind of want to talk about what it was like moving up here into, now,
the Bellows Falls facility, little bit later, I've have said it was about 2003
to 2004, and anything you remember around that...
JR: Well yeah, I mean that's--I think I was trying to get to this this whole
time but in terms of how things really work at Chroma...this example where we
had the idea of having sort of like the shareholders... like we had... I can't
remember if we decided to try to have a one-person one-vote vote as where to
move to move, but basically it was like, "we could move anywhere we want", as
00:38:00long as it was where Paul wanted us t move to. I mean that's basically how it
ended up being structured, I mean we were going to stay in Vermont even if the
majority people already lived in New Hampshire and were fine moving to Keene,
New Hampshire, which was the other kind of option; you know staying in Vermont
and moving up to Bellows Falls which at the time for most of us was like the
boondocks. I mean a lot of us were more focused in Brattleboro at the time but
it was staying in Vermont and that was very important for Paul for political,
for his own political reason and you know... again I'm not saying it was a bad
00:39:00idea, I mean he... having, maintaining our image as being a Vermont company
for him was very important and strategically from a business standpoint it might
have been a really good idea and it still be a really good idea to present
ourselves as not just an employee owned, a one hundred percent employee-owned
company, but also a Vermont company. To the rest, there are a lot of research
the world maybe that does seem attractive, small town, and those... Vermont sort
of like Vermont cheese or something like that; maybe it has like that homegrown,
cashe to it or something and I'm not the sales person, I'm not into marketing
and it might be great, but I'm not sure he totally convinced everybody to agree
to that; it was more like this is important to him and certainly at the time--we
00:40:00do not want, it's everybody's intention for Paul to not leave Chroma it in a
bad, in an antagonistic relationship when Paul leaves Chroma. I mean he could
wreak... I'm not saying... it's best for everyone for there to be, for when he
does leave, for it to be in a very amicable whole way so if there were some
times when Paul really kind of put his foot down, it's either my way or the
00:41:00highway, and sticking with his way, the highway was not a good way to go for the
health of the company. So it's one of those things where Chroma was doing really
well, staying in Vermont might be part of that; but I'm not sure that was sort
of a company-wide decision. Now I don't remember the specifics of the vote that
sort of ended up sort of getting us to Vermont, or to this spot, but there were
some more there was more than one vote involved I believe.
SE: Yea, I think for me, between the document that Paul has given me and some
other things I've looked at, it looks like there was originally a one-person
one-vote, clearly a vote, but because of the-- I guess in Paul's document he
gave me, depending on how this conversation goes, I'll be editing more things
00:42:00out of this over time, he phrased that they, not explicitly who, but said an
employee owner, which means that he doesn't have to disclose which employee
owner or their a founder or none founder, but he said that an employee owner had
identified that 5 of 6 of the founders had voted to stay in Vermont. So then the
call, the second vote was one-share, one-vote, because the founders otherwise
had majority at the time, or close enough to stay in Vermont, was the decision.
I'm not sure that rings the bells.
JR: It does, but don't source it for me. I mean I don't know details. I would
say that that sounds right but only because heard that to told me told me before
so I can't sort of vouch for that history - it might be true, I can't vouch for it.
SE: Who knows, maybe my historical document will also do some of this rewriting.
JR: I mean there are... somewhere we probably do have notes... (Jay takes a
00:43:00phone call)
SE: Okay, do you remember where we are?
JR: Talking about this moving to Imtec lane and what the history was there. I
was going to say there are probably some minutes to meetings somewhere that sort
of have some sort of documentation of that-- I'm not sure where they are.
SE: Were I in grad school doing this, I would access those as soon as possible,
but I do not have the time or the skills to do that.
00:44:00
JR: I'm not sure it's worth it, yeah.
SE: Neither do I. Yeah, okay, so you know moving on - you clearly chose coming
here to Bellows Falls, to stay in Vermont. Looking through the early 2000's and
I guess we can even kind of bring us up to now in 2016, what were some of the
other developments that you saw in the company that kind of stick out in your
memory? In size, difficulty with getting too big and how to make decisions, the
kind of the development of structure the governance...
JR: Well, I think this most recent change on paper anyway, of management
structure is going to be, hopefully it's a big deal. I hope we're not just
hiring people to just get salaries; hopefully things are happening but it is, I
00:45:00understand, I know it's a slow process. I think, I think the challenge is going
to be for the board of directors to remain in the loop enough as the board of
directors to really go to stay on top of the wealth of what's going on in the
company in order to be, to truly do their job advocating for the shareholders.
That's sort of one of the big challenges with the way it's currently structured;
we're not only an employee-owned company, but were employee only board of
00:46:00directors. It doesn't have to be that way, there's nothing in the in the
articles of association, for example, that specify that. It's something that we
could change at any time. There's been discussion about trying to open up the
board of directors to outside directors and who knows maybe that's sort of a
possible change and can sort of change things. But right now it's hard to sort
of keep track of all the hats that one wears and be able to separate
responsibilities but I think... it's hard to sort of say where Chroma is right
00:47:00now because we're all so busy just trying to get stuff out which I guess it's a
good thing. I think we do need to make sure we're working towards, I'm not sure
the ownership model is going to work too much longer, so, let me step back on
that. Right now there are aspects of the current ownership model which I think
00:48:00are troublesome and make it difficult for the current founders that are still
here to leave especially, Paul, and I think the hardest part about it for me is
that it's...the true value of the company can only be realized, since it can
only be realized if the company [is] sold, there's this sort of inherent
instability to it which means that the company has to be sold at some time for
it to really sort of like come, for the value of the company to be realized and
that's hard for us who are getting older and the mechanisms in place I don't
think are solid enough for us to really feel totally comfortable leaving Chroma
at this time without feeling like we might... what we think is our fair share in
the equity of the company being maintained. I think Paul and others, I think we
00:49:00do need to get on and bite the bullet and work on seeing if we can work through
the ESOP structure [and] system and see if we can make that work for us. It's
not an easy thing because unfortunately the fair market value for an ESOP is
themselves way a company's value is tightly regulated by the ESOP rules and
there could be a huge discrepancy between ESOP version of fair market value and
what the company really is worth on the market. I mean as you know, technology
companies it's very hard to judge how much a technology company is really worth
00:50:00if they're actually being sold. So I think the founders, current co-founders
don't want to shortchange themselves, miss out on that; so on the other hand and
I don't think we want to feel like we have to sell the company before we
leave--that would be least for me, I really do believe in the employee ownership
model and would like to make it work and be sustainable. I'm not sure that
ultimately that current structure really is sustainable over a long period long
period of time but... I hate the word sustainable but... viable, workable.
Sustainability is overused.
SE: Exactly. I appreciate you talking to me so clearly about those issues in
the... you and the other co-founders transitioning out because I've heard a
00:51:00little bit about that but it would be interesting to see... I understand that
turning the company into an ESOP would be very expensive and it wouldn't be easy
because of how highly regulated it is.
JR: Yea, I've never been really good with business & finance and stuff so
despite having read ten times over how the ESOP functions, I still can't count
myself as an expert on it but yeah we do have to, we would have to figure out
how to pay the current shareholders at the fair market value which is going to
be, since it going to be a lot more than book value, there has to be a way, the
company has to come up with... it's sort of a weird process where we'd be
selling it to ourselves, in essence, but just a very different price so we have
to pay ourselves, figure out some way to pay ourselves, without going broke
00:52:00doing it. So it will take time I mean it can be structured, it might be
difficult doing it same time that we're expanding the building, just from a
cash-flow perspective... the banks have been pretty generous to us so I'm not
sure there's a bank out there that wouldn't be able to go into, be willing to
finance the sale of the company to an ESOP. But I think we do have to keep on
working towards that.
SE: I want to shift gears a little bit because we're here now at like 52, 53
minutes; I'm not sure when you have to go...
JR: I really sort of have to go in ten minutes...
SE: That's perfect, yeah, we can finish in ten minutes. So we've talked a lot
about the technical details of both the lawsuits, and themselves ESOP ownership
models look like, do you want to talk a little bit about how you've experienced
00:53:00or seen like the culture of employee ownership developed and function in this company?
JR: Well I think it's really a mixed bag. I think there's a lot of there's
the obvious upside of the bottle that we have right now which is more than just
the employee ownership, it's also the ultra-fair, more than a living wage that
we that we provide. The upside is that there are lots of people here who are
00:54:00doing really well, better than you know, and are really grateful for what a good
thing it is to be working at Chroma and I think they show that by caring about
Chroma and being you know good sort of corporate citizens in a way they're
staying involved and helping out with the culture, with things having to do with
the culture of the company. The cultural affairs, and there a lot of people do a
lot of volunteering who helped get parties organized, annual parties, do a lot
of these fundraising things like I know you saw the Secret Santa thing which is
00:55:00amazing when you see all the presents that people give. On the other hand the
downside is there can be employees that are in a situation where they don't want
to be here but they can't afford to leave and that's not a good situation. So
that sort of the downside of it. And there's the question about whether it's
really we're going to be able to keep on making enough money to pay for this
wage scale that we do. It does concern me the pace of change, technological
change, our ability to automate. It seems like we're just dragging a little bit,
not getting stuff done to implement more, some of important automated process,
00:56:00automation in largely the area of test, measurement, and quality control. I
think that's going to be important. I mean Paul mentioned this at a recent
annual company meeting: I think we have to learn how to stop, expand our
productivity without hiring more people and we don't want to automate and--we're
not going to, I don't think anyone wants tolay people off because we sort of
got a machine to do what they were doing, but we want them to be able to expand,
allow them to do other things that need to be done and so expand our
00:57:00productivity and our work without actually hiring more people to do this
roadwork that's really hard to do. It's difficult work to begin with and I
wouldn't want to be doing it. There are a lot of jobs here that I'm glad I'm not
doing. I think that's probably the biggest technical and business challenge that
we have. Now that there is this senior management, management now has the-- is a
group of people that now can kind of do a lot more openly what they've been
doing before. This gets back a little bit to a point about this idea of there
being a lot of group decision-making but when it comes down to it, the
00:58:00individual strategies, the individual decisions are made based on what
individuals are doing decide to do. There are... Paul, for example, has been
pushing, trying to move Chroma towards getting into the larger volume market
which there's a lot, there are several of us like Wim, maybe, I don't know where
Wim is at but, who always loved the small shop culture where we did smaller
numbers of really difficult interesting things. To do lots that one thing for
these prices with diminishing returns. You make a lot of them but the cost less
and it becomes more important how you sort of like do, whether the cogs workout,
00:59:00cost of goods and maybe you can sort of trim that the cost of production to a
point where you can sell it cheaply and you could, with a high-volume, you make
a lot of money or lose a lot of money based on just the minor tweak or
miscalculation of what it really takes, costs to make something. So he's pushing
us more in that realm and that had never really I felt been a conscious strategy
decision that everyone agreed to at the board level but Paul has been pushing us
towards that, moving towards that. Now I think he can more overtly do that
01:00:00without - by virtue of being the CEO - and I'm okay with that actually, at least
it's open now. That shift worries me in terms of ultimate culture of the company
but I do recognize the basic idea for the company to be viable they have to be
growing; the idea of when a company is not growing, it is actually dying. That
sort of one of the natures of capitalist society, maybe it has to do with the
fact that you know... I don't want to get into the philosophical but I think I
do understand that aspect of economic activity that you have to be expanding in
order to stay... that is the steady state, steady state model is to be growing.
01:01:00Maybe it has to do with the fact that the population is increasing. If you're
keeping up with the expansion of human life on the planet, which drives a lot of
what we do I mean that it's not just the population but it's the introduction of
more advanced medical technology and to the third world, China. I do applaud
Paul for having to the foresight to create more global presence, having actual
offices in some of these countries because that really is where the growth in
01:02:00the market is coming from now. At least it was until January twentieth that's
where it's been. Honestly, China is a big question mark; I mean I don't like the
direction politically the China's going that could all fall apart by virtue of
China and not the US but for now it's been a really good idea and it's good for
the people of China. I think having more advanced technology, more better
medical technology, clinical capacity is good so we'll see if it can all hold up.
SE: Thank you very much Jay.
JR: Alright. [Laughs]