7 Acquisitions In Cannabis E:6 John Gorst, 165 point Due Diligence Checklist Top M&A Entrepreneur

Hey, welcome to, uh, the top entrepreneurs, uh, M&A Entrepreneurs podcast. I've got my guest today is a friend of mine. I've actually known him for 15 years, uh, when I used to work at Intuit a long time ago. It's John Gors. John Gors is the president CEO of Ionic Brands. How's it going, John? Good, Mr. Stoddard, how are you? Good to be here. Good to chat with you. Yeah, thanks for dressing up for me on this, uh, podcast. The least I could do for you, but you're, you're the only one in the office that looks like. I am the only person here. So it's a bit difficult getting back, uh, getting people to come back to the office, but it's a work in progress. Yeah, yeah, I, I, it's happening and more and more stuff is opening up, which is great, coming into the summer. So let's talk about your business. Uh, I, I, I like to hear about your successes on, uh, you know, acquiring companies. So over the years, how many companies have you acquired? Over the years, yeah, just total, yeah, I mean, not even just the ionic brands, but just Probably 7 companies, I think 7 companies. 7 companies. All right. And just in the last 34 years with Ionic, how many of you acquired? Uh, 44, and that includes some intellectual property assets from existing businesses that, you know, that had revenue or trading revenue tied to them. So, uh, if you actually think about in terms of businesses, full business operations too. Yeah, OK, that's cool. I mean, it is, when did you decide when you started Ionic Brands, I've been with you on this journey, uh, following you because you You bought, uh, you, you started the Iag brands with your son. Uh, it took off and that was cannabis 1.0. Uh, then we went through that little bit of a crash and there was a crash and and a purge in some of the assets, and you have made your way back. How have you made, uh, mergers and acquisition part of your business? Is that still full steam ahead? What does that look like? We have one more acquisition that we're completing in Oregon right now. Um, I don't foresee us making any more acquisitions in the near future. We are just really focused on operations and achieving our path of probability which we established in Q3 of 2020, which we had our first. Adjusted EBA quarter, which was fantastic for a cannabis company and off of that or from that built on our ability to, you know, show investors, or stakeholders, demonstrate to them that we can in fact reach cash flow positive this year. So, uh, yes, acquisitions have been a have played a role in that. But really it's just focusing on our financials, uh, being fiscally responsible, uh, really shifting our attention away from fast hypergrowth to more sensible growth, organic growth in a regional market. So, we are considered a regional MSO operating in Washington and Oregon. And that's where we're gonna really, you know, focus and keep our attention on our operations and then from there, we are looking at different licensing deals on the East Coast to expand our brand equity. Yeah. So I, I think you would be a good Uh, somebody with a lot of expertise to talk about integration. I mean, you, when you, when we first started talking a couple of years ago, and I and you were on a tear, man. I, I saw your pit stack, you had like 7 acquisitions targeted, uh, and then Cannabis, uh, kind of took a, a dumper and what happened with those integrations? I mean, what did you learn from that? What I've learned is that M&A and I've, you know, through my past experience prior to Ionic, M&A is difficult. In regards to being a creative to the bottom line, to any company's bottom line. Um, giving an acquisition target or a target post acquisition, still giving them autonomy over their business, letting them focus on what they're good at, while keeping, you know, providing the leadership and bringing them into the fold under the umbrella without forcing change. And when a company buys another company and forces change, it has a lot of negative impacts on the people. On the culture, uh, when you go on and think you can do things better than someone else and try and implement all of your own standard operating procedures, uh, with really without truly understanding that business, and that takes time. So taking a hands-off approach. Uh, post acquisition, observing, learning, and then slowly over time integrating that those business those operations. Yeah, is that because is it because they're smaller businesses that they, you know, if Warren Buffett purchased a business, the processes are in place, right? Correct. Just send me your numbers and I won't talk to you unless something goes bad, but tell me about it beforehand. Right. Obviously, larger companies have dedicated M&A teams, departments, that that's all they're focused on, right? And so they're a well-oiled machine when it comes to M&A. But when you're a smaller mid-sized company, um, trying to make acquisitions, it's very taxing on your resources, uh, it's very distracting when it comes to your core business. So it's a delicate balancing act when it comes to merges and acquisitions, and um I would say. On the whole, it's not something that I really truly recommend when you're building a company. You want to stay focused on your organic growth. Yeah, but I think in the cannabis industry. There's just too many unique opportunities to be able to take advantage of, and you have to show a lot of discretion, um, and patience when evaluating these businesses, and most of these cannabis companies don't have great records, great Paperwork, they don't keep track of all their contracts and their due diligence process. Yeah, I mean, it's, again, it's quite taxing. So, uh, at least in the cannabis industry, you know, it's, we're less mature, um, you know, we've been around for, you know, call the recreational market for 10 years now, beginning with Colorado. So, a lot more challenges when it comes to M&A than your traditional what you would find from a Warren Buffett or a Microsoft or a Dell going out there and executing on large scale acquisitions. Yeah. Now, have you had to, did you put any, let's say, LOIs on companies, you go through due diligence. And you just see so many problems internally, whether it's ethics or bad numbers or numbers not matching up. All the time. I mean, I would say 50% of the LOIs that we enter into end up not materializing. Um, as we go through the due diligence process, you know, when for us, we have about 165 item checklist. That we put a target through to really clearly identify their strengths and weaknesses, um, under to make sure that they understand very well, uh, where they've come from, where they're going, that they have a strategic business plan, their people, their culture, um, so, and, and most companies are not really prepared to really. Dive deep into their business. And what I mean by that is the, you know, in the due diligence process, being able to produce contracts. It's much like an audit. We take an approach, we go through annual audits every year with our auditors. We have to have all the backup files, we have to have samplings of our accounts payable, or accounts receivable, our debt obligations. It's a rigorous process that takes 3 to 4 months when you go through an audit. The due diligence process is very similar to that. When you're looking at acquiring a business and you're gonna spend 10 $20.30 dollars, $40 million on that asset, you better have a thorough understanding of it and what the potential impact are to your existing business. Otherwise, you can really get into deep trouble. Yeah. Yeah, it's, it's like one of those cases where you're running your business, you're doing every day, and you're not really creating these process cause you're not thinking about, uh, you know, moving yourself out. And then when somebody says, hey, I need to, you know, I need to look at this document, and plus uh 165 other things, it's like, oh my God, now I gotta put all this together. Right, absolutely. And it, and look at it, for most businesses, especially smaller ones, I'm gonna say, you know, sub 10 million, you're not going to find that type of record keeping, you know, when you get into targets that are generating 10+ million, at least in my experience, and again, that's on the smaller side. You know, when you look at large 4 to 1000 or 500 companies or, you know, they're making acquisitions, what, what I've done is very small in comparison, but you're still, you're still following the same processes, right? And you're asking the same questions and um most businesses are not prepared to go through that due diligence phase. Yeah, and there's a lot of discrepancies, a lot of dependencies, a lot of deficiencies that you discover in that process. And I think the good news, I think the good news is, is that whether you're successful. In completing an acquisition for the target, for them to go through that exercise, really gives them a better understanding of their own business, and what it's worth, yeah, and what it's worth, right? And it helps identify those different, all those deficiencies that they can now work on. To make them a better target, perhaps in the future, and acquisition target. Yeah, do, do you look at that 165 point checklist now, private equity firms do this, you know, they'll say, hey, we'll give you this except in multiple, uh, but it's gonna be dependent on the due diligence, and then when you start going to diligence, they start marking off like, well, that's gonna lower the multiple, that will lower the multiple, etc. Look, and I've been through that process 4 times myself. I've sold 4 companies, 2 of them to private equity. And when you get, you know, into a private equity scenario or situation and the due diligence process, it is one of the most grueling due diligence processes I've ever been through or experienced. Um, it's also taught me some very good lessons and my practice is now going forward when I'm acquiring companies of what to do or what not to do. Um, but, um, John, I forgot your question. Sorry. Yeah, well, it's, do you, do you look to go down that list and then you, you say, OK, well, you don't have that in place or the numbers look wrong. It's Yeah, right, sorry. Yeah, yeah, absolutely. it happens every time. It happens in every deal, right? You start out with a number, you start out with, you know, cash, stock, debt, whatever, um, total consideration paid, and then as you go through that due diligence process, just as you said, it's exactly true. you start checking things off, and then that starts to shrink a little bit. Um, in terms of the total consideration paid for a business, so it's inevitable. Yeah, how's that conversation with the, the, the seller? Are they receptive to that, or are they kind of push back and go, their egos and It's always worth more. There's always egos. There's always egos, um. On the acquire side, it's important that you keep your ego in check, and it's easy to get this godlike mentality that I'm buying you. We're the ones acquiring you, um, and it's important to keep that ego in your pocket and have humility because you're acquiring someone's life, someone's baby, something they built. And in most cases, especially entrepreneurial based businesses. So you had there's a lot of sensitivity there that you have to be aware of. Uh, and those sensitivities, if they're not there, could actually kill a deal, right? Even if it even if through the due diligence process, all the numbers are right, everything's in place, everything's in order, that emotional. Uh, connection that entrepreneurs, business owners have with their company is extremely strong, and that is fragile and can be broken and end up killing the transaction. Talking about politics, probably. Yes, it takes a special group of people and a special person type, you know, personality type to really work in an M&A. How much do you, how much weight do you put on cultural fit now? Now, you've been through this process, you've actually like I mean I'm gonna scale and acquire this company cause we're we're growing fast, to now just saying slowing down and only, you know, we're only gonna put stuff on our plate we can eat. Right. How much is cultural fit to that now? I, it's a huge part, right? I mean, that is probably the most difficult part of integrating any business is the people, the cultures, and that's why a lot of time and patience needs to be given to that because you, you need to understand the leadership, you need to stand the, the, the, the management, and then of course, all of the employees that make up that company. And that takes time and Again, that's why, you know, when, when we acquire companies, we let them, we leave them autonomous. We let them be autonomous. And then we slowly infuse and inject, you know, our strategies, some of our strengths, and slowly work with them to appreciate the benefits that can be had. Uh, by working with us in different systems and technologies that we may implement, better financial reporting, etc. And there's a lot of things, by the way, when you're acquiring a business that we learn as well, right? So it's a learning, it's, it's a learning, uh, opportunity for us to see how others have done things well and how we can use those things to improve our own efficiencies in our business. Yeah. Have you ever uh acquired a company and you meet the top management? And, you know, some of them not saying the CEO because the CEO is like, uh, you know, he's pushing for this acquisition, but you don't rub right with the other guy and say, hey, we have to get rid of this person after a while. Uh, I will tell you in the very recent past, we have had that exact scenario happen where the CEO, the founder, uh, is very excited to sell their business, but then as you go down and you interview the people and his leadership team in the C-suite, his executive management, there's a lot of pushback. Uh, they wanna keep their autonomy, they want to be autonomous, and um that. You know, that can, that, that can have a big influence or impact on the CEO or the founder of the company. Um, so, just because the CEO, the founder, wants to sell, he has to get the rest of his team on board, and if he doesn't do that, then that will also kill a deal because the the acquiring company will figure that out very quickly. So, he's on a, he's kind of dancing around too because he, he can't say, hey, I wanna sell my company. And I need your buy-in. It's, you know, I'm the CEO, uh, you're gonna buy in and this is the changes because this is what we do. The whole team needs to buy it, right? I mean, all of the, his whole team, especially the management, especially the C-suite, is, you know, his, his leadership. Uh, obviously, it's very helpful for the entire company to buy in, but Um, if you, if you can't get your leadership bought in, no, it doesn't matter how badly you want to sell your business, it's gonna be discovered in in the due diligence and the interviews that you perform, multiple interviews, you know, that's one of the things going back to people and culture, we spend a lot of time on. And what I mean by that is, is that not only am I interviewing the management team, but the every manager and a target. Uh, we'll go through 3 to 7 different interviews with different people to give us all different perspectives, right? That we can bring in and and generate a consensus on whether or not these folks or their team will be able to eventually integrate with our, our culture, right? Um, so it's very important people and culture. Yeah, now, are you requiring for kind of uh fill out your, uh, you know, ecosystem, the wheel around agency type businesses to help with your ecosystem, they all feed each other, or are you looking for standalone businesses that just increase the book value and Maybe some overlap with the customers and uh vendors, suppliers. So, speaking of the last acquisition that we completed on March 8th, uh of a company called Cowlitz County Cannabis. Um, they were a company or our company, with the 4th largest in the state of Washington. They are 98% based in selling flour. Um, we are a concentrates driven company. We do not, prior to the that acquisition, we did not sell flour to the, uh, in the cannabis market. So it was a creta from the perspective that they filled a big gap in our portfolio, right? So, going back to your question, um, we don't, I would say in the past. Might have looked at acquisitions. That Might have not been as complimentary to us, but now we have a lot more sensitivity about that, right? So we are constantly look evaluating, assessing, you know, our different weaknesses, our strengths, uh, our product portfolio, and where we can fill in gaps. And that last acquisition that we made filled in a huge gap, uh, in the, in the market. For us to really fully round out our portfolio of brands and products. So that now we're selling flour, and haable concentrates, edibles, we're servicing the entire cannabis sector. Yeah, so you, you already have the distribution channels. This plugs in is another product that you can do. I mean, correct, right. So to give you an example, that was another benefit. They were in 90 stores uh in the state of Washington. Uh, we're in 290 stores. So what's the goal for 2021? We don't necessarily need to be, they don't need to be in all of our stores, but we, we set a goal of increasing their distribution footprint by 45 stores. Now, if we're successful in doing that, that's gonna bolt on another $5 to $7 million in top line revenue over what they're already doing as the 4th largest in the state. So again, just taking a more practical approach, a little bit slower approach to the integration process is very important, not pushing, just really being patient is is important. Yeah. So that's a good question because obviously you go to the seller and goes, hey, this would be a good product for our product line. We have the distribution. Did you Create a craft and offer based upon some kind of uh uh metrics that say, well, you know, you're in 90 stores now, and if we put you in 45 of our 290, you'll get X% more because of that. Absolutely, look at, we took their average sales per store, which was approximately $15,000 per month in sales per store. And you multiply that out times 45, you're talking about almost $600,000 a month in newfound revenue. Yeah, for them, absolutely right. So, you know, again, finding those very strategic nuggets of gold in an acquisition that really can either be a creative to your top line and obviously if it's a creative to your top line that'll be a creative to your bottom line. Well, excuse me, that's not necessarily true because sometimes Uh, you know, controlling costs, cost controls, etc. uh, can be a little bit more challenging to make it a reed to the bottom line. But, you know, you want to look at, um, you know, strategically, what gaps is an acquisition fill? What is it, what's the impact to your financials, both top line and bottom line. And then what's the impact to your culture and people? Was there any, when you purchased the company, was there any duplication there where you say, hey, we don't need now this uh this department or that department or those people. So, And I, I guess, you know, this is, you know, it's a good question and and and absolutely. I mean that is one of the things that, you know, when we talk about how, how does this acquisition become more creative to the bottom line. Where can we save time and money? Time is, you know, time is money. And you're having conversation with the seller about this or or they realize like, well, we, we did have the, we, we did have that conversation and and in this particular case, this acquisition target. Um, was a fully manually run manufacturing plant. Right. Um, they didn't have any automation. Uh, my background, as you know, is in technology. I'm a big automation freak both on the administrative side, uh, as well as on the manufacturing side, right? So just taking one activity, manufacturing activity, for example, rolling a joint, they have 7 or 8 people that roll 8000 joints in an 8 hour shift. Well, We can invest in a machine. That one person can run on an eight hour shift. And generate or build 16,000 joints. So what do you think that does to your cost of goods sold, increases your margin, increase your margin, that's a creative to your free cash flow. And did you, you guys are running numbers on this going, look, if we just do this, we're gonna increase the cost of or decrease cost of goods by 50% if we could do that. Sure, yeah, I mean, in this particular case, the overall, you know, would it increase their overall margins, uh, you know, 7 to 8%, just by replacing one aspect of the manufacturing process, right? So, and really, that by itself, even though there's other efficiencies to be gained in their operations, that one single point. Made it worthwhile in terms of the free cash flow of the that the business will generate and increasing that free cash flow, right? So, uh then we had the top line benefit, benefit, obviously, and then when we looked at their manufacturing operations, we saw a lot of deficiencies and a lot of places we can make improvement by leaning out their their their uh manufacturing processes. So we felt really good about, you know, that this particular acquisition. Being fully financially created to our business. Yeah. So what was the headspace of the seller? I'm not really specifically talking about the last one, cause I don't want you to point them out, meaning, you know, where were they at? Were they like just worn out or we going through some life event, or? Yeah, you know, look at, I, I, there's definitely some of that. I, you know, we, in my experience, when I've sold my companies, uh, some of them sold faster than others, some of them, you know, I wanted to exit sooner. Um, then I had one that you're familiar with NSYNC, that, uh, you know, I was 22 years in the making, and I just, I got to a point personally where I was, you know, I was bored and it was time. It was time to let go of what I had built and created. Um, I think that that existed in this last acquisition. And uh so when that is the case, uh, obviously retention, employee retention, leadership retention is very important, at least for the first year. So then it falls upon us to really create a story that's exciting that reinvigorates the entire company. Yeah, and that's important. If you can't do that, that's a big red flag saying maybe this is not the right company to purchase. But you have to get those people just as excited as your people are about acquiring them as they are about being acquired by you. Now do you have you have management uh contracts to keep them in for at least a year, at least the top parts of them? Absolutely, absolutely, for more incentive, more stock, more options. Uh, and, you know, that's, that's a big part of it. That's a big part of whether we're gonna be successful in the long term with this acquisition. Remember, 80% of most acquisitions that are made are not a creative financially. They end up failing, right? It sounds good, it's newsworthy, it gets people excited, but the actual execution and implementation of merging two companies together. It's quite difficult. Yeah. Well, don't pull any punches on that. You've been through it, yeah, yeah. How, how is that conversation you trade on the OTC markets, um, how was that conversation with the seller? Do they have some yearning to be, uh, you know, public and have liquidity? Because a lot of the businesses you see, you know, most businesses are bought and sold today are really really private, and there's just no liquidity. Right. So look, there's there's two ways, at least in my experience, there's, there's obviously the public markets providing a liquidity event for a private company, that's attractive to them. The OTC market, the microca market, it's a bit more of a more, it's a difficult sell, right? It's not like you're on the NASDAQ. It's a glarified bulletin board of dealers, right, correct. So it's a bit more challenging. Um, but nevertheless, it is enticed, um, now, from a private perspective, you know, I've always been a big fan of a roll up strategy, you know, you go out and you acquire or you convince 567 companies, you talk to the CEOs, let's all get together, let's merge our businesses. Let's create this juggernaut in whatever industry, and then we'll go sell that off, you know, we'll sell it to private equity, we'll sell it to, you know, a larger company in our space, whatever that might look like. But that's part of the excitement of getting people, you know, all juiced up about some type of exit, you know, it's just when you start a company and you start writing your business plan, what's the first thing you should start with? Your exit, your accent. How am I gonna exit this business, right? I mean, and, and most businesses failed to do that because if you can't clearly identify what that exit strategy is. Um, there's a good chance that your business will never be sold, and, and in fact, Only 1%. Of companies are ever bought, yeah, you know, and if you look at that 1%, you think about that, well, what's that, what does that equate to? Well, I quit getting into the NFL, getting it into becoming an NBA player, right? It's a very elite group of people that really get the opportunity to ever sell their companies. You know, you know, that's a point of, if you study Warren Buffett, he's holds forever, right? I don't think there's many businesses like. Is that that are have those characteristics, you know, if you bought regular gum, you know, gum's not gonna change, the internet's gonna not gonna change, chewing gum, you know, railroad or buying insurance, none of that. But most other businesses, you know, are sort of cyclical depending on the environment and the, the flow of it. Just like cannabis. You know, it's still not legal in the United States, but it's changing. I mean, 38 states, you know, a couple of years, it should be 50 states. Hey, look at, I mean, New Mexico, what last week, the legislature, they were the 18th state to pass legislation for recreational medical marijuana. Yeah, um, so I mean it's really becoming a de facto standard whether the federal government wants to realize it or not, or they want to acknowledge it or not. Um, but, you know, you have New York now, uh, you get a couple more states on the east coast to fall in place right now, you know, today, 85% of the US population has access to medical or recreational cannabis. I mean, I don't know how, you know, the numbers are there. Yeah. So what did you have you learned through this process? I mean, every, every learning experience, are you smarter on the next one, or what do you bring into the next guy? You're just every, every, every transaction teaches you something new and different, and it's, is that why it's so exciting? I mean, It it is, it is, you know, look at, I mean, there's a little bit of that mentality of, you know, going out and conquering, right? I mean, it's part of that, you know, let's get bigger, let's bulk up, let's do it bigger, faster, better, uh, but again, Um, it's dangerous, and especially for a smaller company to be buying, you know, other smaller companies or even bigger companies. This last last acquisition that we made, they were larger in revenue. They generated more revenue was they, uh, more infrastructure, right? So, um, and that can be very dangerous. So, um, do I recommend M&A as a way of life? No. Can it be fun and exciting? Sure, yeah, but I always prefer organic growth over M&A transactions. Yeah. What, what, is there anything that you can put into place, like uh criteria saying, hey, this is our sweet spot, this is, you know, anything outside us causes us problems. Um, like, you know, it's gotta be profitable. It's got a 10 to 15% ebida or, or, or better, or, you know, it's gotta have a, a competitive long term competitive advantage or something. Oh, there has to be right, competitive advantage, a strategic advantage. Uh, for example, our current acquisition that we're trying to close right now down in Oregon, that gives us the full capability of doing our own manufacturing, distribution in the, in that market. Currently, we work with co-packers, co-manufacturers to service the market. So that's gonna give us a lot more operational flex flexibility. It gives us the ability to control our own destiny in terms of our manufacturing and how quickly we can get product out. So there's a lot of strategic benefits. In addition to the fact that it's, it is bringing in some additional revenues, it's a smaller company, uh, but we will have our own licenses and we'll have, we'll be fully autonomous in that in that particular market and also be able to fully consolidate the financials. So, Um, there's a lot of strategic benefits. It doesn't hurt the fact that the company throws off 29% of its top line revenue to free cash flow, but, um, but, you know, still, again, that's on a smaller scale. So, uh, but yes, there is definitely criteria that you need to sit down and and with your team and clearly define. And adhere to it. Stick to it. It is really easy when it comes to M&A transactions. They get distracted or to, you know, it's like a squirrel or it's a dog with the deal and the love of the deal, right? Or hey, wouldn't it be nice to have this or wouldn't it be nice to have that. Um, so you really have to be disciplined. When you're out looking for acquisition targets and making sure that they're going to fit well, and they're going to help you expand and truly grow your business. Yeah. I it is, have you been to any acquisitions where it just kind of uh fell apart, like just the people, all the people left or, uh, you know, the numbers weren't anywhere near what they said they were, even though you did your due diligence. Absolutely. Um, there's no question, and you find liabilities after the fact that weren't disclosed or maybe were missed, um. Well, what do you do in that case? Is there any recourse or uh you just put some money in escrow and say, you know, this is, yeah, that's why there's holdbacks, right? You have holdbacks, and before you when cause you're gonna miss things. It is inevitable. Yeah, as a company, as the acquire, you're going to miss things, and that's why you have holdbacks. And those holdbacks are typically as little as 16 months and as long as 3 years. Um, it just depends on the quality of the documentation and the due diligence process that really sets that benchmark of what that, how much that holdback is, what percentage of the total consideration paid is held back, and for what length of time. Yeah, so the 3 years, what, what, what are you anticipating in 3 years? What could happen? I look at, I mean, that is a that is the very outside of a holdback period. I typically, you know, I mean, I, I have personally been asked to hold back 3 years. I won't do it. I wouldn't do it. Um, so, you know, it's somewhere more or 12 to 24 months somewhere in there, typically landing an 18 month hold back. Uh, or even a two-stage hold back, you know, maybe after 8 months, 9 months, you know, you get a release and then maybe after 18 months you get a final release. Um, so lots of different ways to structure that. and again, Um, that can become a problem, and a deal killer is when you start to get the holdbacks. But again, that holdback is defined upfront, typically in the LOI it's agreed to, but that is one of those very critical things that tends to change throughout the due diligence process, right? So, and usually it's not in the favor of the seller. Yeah. How are you? I know you're a public company and you stock, but how are you financing these deals? How did you do in the past, uh, uh, you know, do you have a mixture, a set mixture of cash, seller financing, equity? I mean, look at it, we, as much as possible equity, uh, there does, you do reach a point where, um, you know, you don't want to be handing out equity like bubble gum. Uh, you don't want to create dilution for your existing shareholder base. Um, so, and then, then you have to look at the financial capabilities of the company, your free cash flows, and your ability to potentially acquire a company using debt. Um, so obviously that's for more mature companies. Um, so, but it's always better, ideally, you can make those acquisitions from your own capital reserves that can be serviced through your free cash flows, uh, or I think ideally to go out to borrow, again, requiring that you have strong cash flows, and if you're not in that position, Then using equity is appropriate, even though it's dilutive. Yeah, uh, why, why would it be diluted? It's, uh, can you just use the outstanding chairs or somebody in the reserve or something? Well, I mean, you, you're gonna be issuing shares and every time you issue shares, that's, you know, that's deleting, uh, diluting the rest of the shareholder base. Now, and and again, uh, as we've discussed, uh, Acquisitions 80% of the time are not accretive. So then you're not getting the boost in the value of the company and the shareholder value, right? Because your earnings per share are your shares are increasing, but your earnings per share go down, so, yeah, correct. John, real quick, I, I apologize. Uh, I do have, no, no, it's good. No, we are good. I look, John, I want to thank you. We spent 40 minutes talking about M&A stuff. I love talking about it and I really appreciate the time. So hey everybody, this is John Gorse, my friend, top M&A entrepreneurs. Thank you, John. All right. Uh, so, uh, stopped recording.