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Why BC&M owners could not go on by David Fox

profit margins which had to be divided amongst too many shareholders led to this week's decision to sell-off BCM Holdings Ltd.

And even the recent indications of economic recovery, with business looking up at BCM, as it is in the general economy, it was not enough to dissuade shareholders from the resolve to sell what could still be a major money spinner down the road.

But on more than one occasion in the past, in an attempt to do ''the right thing'', the company ended up losing money.

A case in point is the policy adopted some years ago by the company to sell shares to employees, with an understanding that near retirement, the company would buy those shares back, providing a nest-egg for long serving workers.

Some may say that the well-intentioned plan back-fired, for as a result, the company today has too many shareholders.

Pushed by current BCM Chairman, the well-respected Mr. John Burland (Alan's father) and his new partners Mr. Joseph (Cap) Marirea and Mr. William Conyers, the company some years ago adopted and succeeded on their vision of a partnership between labour and management.

That was how the old company was a pioneer in offering employees shares in the company, the kind of employee equity that even they admitted brought success to the firm. It worked in the growth years, but it became a problem when the growth stopped in the 1990s, at the same time the ageing work force was looking toward retirement.

There are now 44 shareholders, 15 of whom are employees. There were 52 shareholders up until last week. The company just agreed to purchase eight of the shareholders' stock back on Monday.

More than three years ago, there were clear indications to shareholders of the private company's falling fortunes. The company has not paid a dividend, said BCM Holdings Ltd. president, Mr. Alan Burland, since 1990.

"We've lost money,'' he said. "But the company has a number of other subsidiaries and assets. So to cover our losses we sold off some assets as we went along. And we did some re-financing here and there. But the company still currently has multi-million dollar assets.

"The problem is that we have a broad shareholder base, with too many shareholders for the volume of work we are currently doing. When we had a big volume of work and relatively big profits, we were able to pay dividends, pay bonuses and buy back shares from employee shareholders who were retiring.

"It was a nice balance. It became expensive, though. We were a very generous company. We took care of our employees. We were probably more generous than any other company that I know of in Bermuda. We paid good bonuses and a good dividend.

"So we shared our profits in the good times. In the lean times, of course, there were no profits and people had perhaps adjusted their lifestyles and their living to anticipate some of these payments. And when it stopped, it was hard.'' One other factor which becomes larger for a company that is facing declining revenues is the cost of labour, especially unionised labour.

Mr. Burland admitted, "It made it more difficult to compete on price with medium-sized contractors who were all non-unionised, and not paying the benefits of time-and-a-half, double-time, the sick benefits, the holiday benefits, insurance and other things. They are very substantial amounts in percentage terms''.

The company has been paying in addition to a wage for each employee, an additional thirty cents for every dollar paid to that employee. And it forced the company to try to protect itself by doing more work by sub-contracting it out, using more non-unionised labour that was not as expensive as their own.

The company has been doing between $5 and $10 million worth of construction business over the last three years. That is a far cry from the heyday of pre-recession construction, when between $30 and $50 million worth of construction business was the norm. Instead of the current 50 employees, there were more like 400 to 450 people on the pay roll.

It is no wonder the shareholders were more than just a little unsettled more recently when they saw huge Government construction contracts like the Tynes Bay incinerator and the senior secondary school being given to overseas companies.

As reported yesterday, the company spent a lot of time and money putting together proposals for the new school, for which Government granted a contract to Canadian interests. He remains concerned at how easily outside firms can be allowed to reap the rewards of such huge tax payer contracts, when it is local companies that pay for the local expertise.

He said, "We've invested a lot of time and energy training Bermudians. We played a major role in developing the construction courses at the Bermuda College and we have trained a great number of Bermudians. That has cost us money, apart from all of our other costs.

"I'm not sure that we should have to compete so aggressively with outside firms.'' Once that contract was awarded it was absolutely clear that there would be no dividends for BCM of any real scale into the future. And that is why they decided on Monday to sell off companies that are profitable, just not profitable on the scale that the construction division had been in its hey day.

The motion was tabled by the directors of the company, and shareholders representing 88 percent of the shares voted for it.

A new committee will be established within the company to review incoming offers. Even some of the employees have an opportunity to take over individually profitable aspects of the company.

"There are some good opportunities here,''said Mr. Burland. "When people look at them, be they employees or people on the outside, they will realise that they are good businesses that can continue under new management.

"I will be, in all likelihood, looking to put in an offer on some of the companies myself. I feel confident that there are good sound businesses there and there are some that I might like to pursue in the construction vein.

"So there will be emerging out of all of this some sort of construction company that I will be involved in.'' BCM took a financial hit over the building of the departures terminal at the airport, even though Mr. Burland is more interested in highlighting the high quality job that was accomplished by the local company.

"We forget all the good things about the airport,'' he said. " We did an immense amount of work. We were able to build a new departures hall within about seven months, open it on time so tourists can use it and finish off the other areas.'' The company was burned by the work required on the terminal's roof, a new type of roof that had not been used in Bermuda before. Because of the phased nature of construction, workmen had to complete one phase and then get on with the next phase.

Mr. Burland conceded, "We had to work at least some of the time, on the newly completed roof. There were occasions when the roof would have ladders and staging and various other things on it. And sure, there were occasions when that roof was punctured and we did, in fact, repair it.'' But there were other problems. An American sub-contractor was used because there were no approved applicators on the Island. Mr. Burland said the American sub-contractor was not performing and he had to be replaced.

"The roof specialist that we terminated took us to arbitration and the decision, as arbitration often goes, landed in the middle, basically, but took a lot of time and it was in and out of the newspapers. It didn't do the company a lot of good that that problem was continually being raised in the public's eye.

"We gave the Government and the people of Bermuda a building on time, a very substantial project that allowed tourism to operate well. And the roof performed.

"But sure, it cost us money. We had to repair the roof. We brought in another contractor at our expense to sought out the problems. We re-sheeted areas that we probably didn't have to. But in the interest of providing a top quality job, we did it. And we bore the expense, which was not insignificant. It was a substantial amount of money. And then there were lawyers involved. It was not a cheap exercise.'' BCM, by there own reckoning, has been one of the most significant construction companies in Bermuda. It was started in 1926 by Mr. Gordon Burland (Alan's grandfather) as G H Burland & Company.

After a restructuring in 1952, it underwent rapid growth between the 1950's and the 1980's, being responsible for 100 major building projects including the Civil Air Terminal, Southampton Princess and the Bank of Bermuda's Head Office.

In fact, a casual glance at their buildings around the City and surrounding areas will show they were one of the most prolific of local builders.

Letters are being sent out to all of their present clients this week to advise that all contractual obligations will be met as the company looks at opportunities to sell off their assets.

Mr. Alan Burland.