E:22 Top M&A Entrepreneurs - Joel Ankney Attorney to over SMB 100 Deals

Hey, welcome to the uh top M&A entrepreneurs podcast. Uh, my name is Jon Stoddard. I have a guest is Joel Aney. Joel is an attorney and helps buy businesses. How are you doing, Joel? I'm doing great, thanks. You pronounced my last name perfectly. Thanks for, uh, I had a little coaching, so thank you. So Joel, the first start is, and how I found you is, you know, I buy a lot of books from Amazon, and your book came recommended. I bought it, here's the deal, uh, pretty awesome. It's from an attorney writing about business books, and I'll tell you, I don't know if you had help writing this, but uh everything you wish a lawyer would tell you about buying a small business, but that is a perfect headline. Oh thanks I appreciate that. Yeah, we, um, I, I wrote it all by myself. I didn't have any help, um, but, um, self-published it and um it's been awesome. It's been a great resource and a lot of people have have uh picked it up and, and I've really enjoyed interacting with a lot of people as they've talked to me about it. Yeah, that's cool. So how many, uh, is this your primary business or let me just ask you this, how many business buying acquisitions have you been involved with over the years? You know, I, I should keep count, but I, I really don't. I know when I was a young attorney at a large law firm. Some attorneys kept what they call deal sheets where they just kept a list of all the deals they've worked on and uh I've never done that. Um, I'm, you know, I, I've been practicing law for 30 years. I've been in the M&A space for about um 20. 7 of those years and um So, I, I mean, Maybe a couple 100 deals and, and, and I'm talking about being on the buy side and on the sell side. I'm on the sell side quite a bit as well. Yeah. And the uh the buy side, I have to ask you about the buy side because I'm a buyer and maybe most of the people in my group mastermind are on the buy side. So let's kind of talk about that where What is, what's the overall theme you see really important to have? We all know that it's very important to have your deal team 6 set up. That's an attorney ready to go, not after you purchase it, but uh attorney that you have a great relationship before you go out there and say, hey, I got this deal. Let me show you some things. What is that's a that's a great question. I'm sorry, I didn't mean to interrupt you. It's all right, yeah. Um, a lot of people ask me when in the process should I hire a lawyer? When should I get a lawyer involved in my acquisition process. Um, sometimes I have people who engage me, uh, right before the closing. They, they call me up, all the, all the documents have been signed. Can I help them close the deal? Um, other times I have people who engage me. At the very beginning of the process when they're just saying to themselves, we'd like to buy a company, we haven't targeted anybody yet, um, and uh really the what I tell people is hire a lawyer before you sign something uh and before perhaps you take, you know, a risk on. So if you're gonna do a letter of intent or a term sheet or something like that, hire a lawyer, you know, before that. So that they can at least look it over um before you sign it and I've got, you know, horror stories about letters of intent that were signed when they. Didn't really reflect the deal or where they said, you know, they were entirely binding or things like that. Um, a lot of people that I work with don't sign letters of intent or term sheets, um, and so, you know, really when we're starting to talk about the, the, you know, the, the fine points of the deal and, and we're ready to put pen to paper, um, I think you need to have a lawyer involved. Yeah. Let me ask you about that deal where they asked you to, you brought you in right before they signed the LOI. Did that deal work out? Because that one always, that would scare me, because if, if I was You know, my process is, if I look at a deal, uh, I have a really good relationship with the seller, and we work out the terms of the deal, every point, you know, verbally, whether it's Zoom or over uh the internet, and then transcribe those to the attorney. That would scare me if I like, uh, I'm gonna work this out by myself and I'm gonna send it to an attorney, just sign off of it. I mean that kind of would. Scare me a little bit. Well, I think that, um, and I, you know, I, I, my role can vary in that process, but um You know I've had people who have signed letters of intent because they downloaded something off the internet or they, you know, I had uh uh a client that I worked with over the course of a couple of years where we uh had a number of failed acquisitions so um and they just started to take the letter of intent that I drafted for the last deal and use that and draft their own letter of intent for the next deal. Um, you know, fortunately. When they even though they sign those that that letter of intent. Uh, a lot of it is non-binding fortunately, um, and so when it came time to put the purchase agreement together, I was able to come in and say, OK, you know, I know the letter of intent says this, but that's not really what you guys meant that really doesn't pertain to this particular deal, so, you know, I'm just pointing out to you that when I draft the purchase agreement. I'm gonna put in something a little different on these couple of, you know, different deal points and nobody was upset with that, um, and so, you know, that, that all seemed to work out just fine. Yeah, let me ask you a question about the LOI. Do some companies or buyers just use it as a preemptive strike to lock up the uh. So that, you know, hey, I'll, I'll I'll, uh, you know, I'll edit the LOI at a later date because it's non-binding. I just want to lock them up, tie him up. Um, I don't know that I've ever had anybody express that to me in, in that direct, uh, of, uh, fire, of course, yeah, but I mean, I absolutely, I mean, I just, I'm working on a small, uh, acquisition where I'm representing the seller right now and uh seller who's, you know, getting ready to retire, it's a, it's a healthcare practice and um. But, but it's being uh the potential buyer is a uh corporate health, you know, national corporate healthcare company and so they have a very kind of systematic process that they use and certainly their uh kind of anxiousness to get a letter of intent in place is so that they could lock my guy up because he has had a number of, of potential suitors and so they wanted to make sure that they got him. You know, on board, um, with a letter of intent so they could, you know, he, he'd have to tell everybody else to go away so I I I've seen it, yeah, absolutely. Yeah, it's to me that's we, I was looking at an IT company, really profitable. It was doing 5 million a year with 2.4 million in Ibida, very profitable, and a private equity firm came down, normally not in their criteria, but they loved the profit so much and the the the customers that he had, that they were merely willing to make a deal. Now, they sent him a letter of intent, uh, it's like a preemptive strike, he just wrapped them up like they go like. I told the owners like, why do you keep showing this to me? They want you to work 40 hours a week on this business, and you said you want to leave the company and go to another company. What, what? Why are you, you know, use it as a negotiation leverage against me? Anyway, we went with them anyway, so I don't know what what the deal was, when I worked out with him. Yeah, that's interesting and, and that's, I think you bring up a really good point too is that um you know, a lot of sellers might have choice about who their buyer is and um and so you know part of the process from a seller's perspective is to try and figure out what the best fit is, you know, who, who, who they're gonna best fit with uh when they sell because it, it does make a difference, uh, post closing, um, you know, I certainly, I mean I, I Uh, back in 20 I guess 2019, I sold helped somebody sell a local company here, a pretty good sized company. I mean, I, most of my deals are, I think what a lot of people would consider micro deals, um, I like to call them Main Street deals. I mean, you know, this company that I helped sell was in the $2.5 million sales price range with uh another maybe $2 million in real estate uh for the building that they owned. Um, but there was a significant post closing compensation package, uh, built in for my, the, the founder of my seller and within. You know, 3 months after closing, it was a disaster, just a complete disaster. And then we spent the next maybe 9 months negotiating my, my personnel. So, yeah, why did they negotiate that? That's, I mean, I, I get that you're, you're trying to appeal to the desires of the seller to get them signed on to buy the business. But if the business can't support that in cash flow, how are you gonna do that? I mean, Yeah, well, in this situation, it was really more of a conflict of personalities and so the cash flow was there to support it, but the um the, you know, my, my seller. Uh, felt that the value of the business was much more than the purchase price that the buyer offered and so the buyer, um, you know, threw in this post closing, I mean it was like a five-year post closing package which is really lengthy in my experience, um, but you know, it's a combination of W-2 compensation and 1099 consulting uh uh compensation later on. Um, but there was a significant conflict in personalities, and that's really what kind of tore the whole post closing relationship apart. And then it was just a matter of now my client, I mean, so you know, again, the buyer was trying to work with the seller to, to even though they didn't want to pay that that particular purchase price, they thought, well, if we can give her some post closing compensation. Um, and get something in return, then that makes her feel like she's getting more value, uh, for the business, but, um, you know, it's just price and terms, um, yeah, yeah. So what happened there? Why, why did they, she, did she change her mind about what the valuation she thought it was after she sold it? No, not really. I mean, again, it was, you know, the, the, the business was purchased by A, a larger company and um you know she uh uh uh you know she just felt like again a difference in opinion about how the business should be run, of course the new buyer wants to come in, wants to, you know, integrate the, the new company into their larger system, wants to Um, you know, change the way things are done, change the way management is handled, things like that, and she just said again, uh, a disagreement with the way that they approached a lot of that and it just created a lot of uh tension. And so what we did was we simply uh negotiated a settlement of all that post closing compensation and uh and exited her out of the business, yeah. She, she didn't own the business anymore. It's a bigger company actually, right? That's correct, yeah, right, yeah, that's interesting. I yeah, I, I, the financial, that's interesting. So where, yeah, um. That's funny, even though she doesn't own the business, I guess, I, I guess, you know, if you build started a business from zero and it's your baby, you have some emotional ties to it that are difficult to extricate yourself from that. You know, it could cause problems. Uh, how, how do you predict that in the future? Is that in, do you write that in the, the, uh, representatives and warranties, uh, or like in the event that we don't get along after two years, how do you get out of that? How do you write that? Yeah, I, I, I mean, we really don't write it in, um, frankly, I, I think that, uh, I really counsel if I'm representing either side, buyer or seller, you know, I, I have. When I, when I was much younger, I would try and figure out how to get, you know, skin that cat, but the more deals I've done, I really counsel people against that, you know, once, once you've sold your company or once you've bought a company, get the founder out of there. Don't, don't let the founder hang out. I mean, I've had situations where buyers have bought companies and the founder Comes in every day even though they have no employment relationship or consulting relationship, they just are so used to coming in every day that they still come in, they walk behind the counters, they go in the back offices, and it, it just creates a huge amount of tension and so Yeah, but, but you do kind of, in my experience we've had to walk some tightropes sometimes because again we're trying to maybe um pull some additional cash. Out of the deal, um, from the seller side and, and a lot of times people will say, well that make, it makes sense to maybe set up a post-closing consulting agreement so we can get some services from you and get some cash out to you as well after closing. But you know, my, I, I don't like it, frankly, and I, I'll tell my clients that, um, and, uh, but it happens. If you were to get an SBA loan, they said that the previous owner is out. Yeah, yeah. Yeah, I have a story, a family friend that owned a water company. They sold it, and the owner. Getting up there in age, I think like 85, 90, I mean, he kept coming to the office and very disruptive because once you get a little senile and maybe a little dementia, you just get angry, and he was just being a jerk to people, uh, and to the point where, uh, they couldn't figure out how to not get him there until the family actually took away his license to drive to work, so. Oh gosh. Wow. Yeah, that, that's, but that's a really interesting story because it really brings in the perspective that, you know, we're not just working with numbers and contracts and things like that, we're working with people and, and we have to be sensitive to those, you know, those interpersonal relationships as well and make sure, I mean, I, I, you know, I tell people I can draft just about anything into a contract, but if, if you don't get along or if you've got problems. You know, all my contract is gonna do is become the basis for a lawsuit. It's not gonna like keep people out of the business and things like that. I mean, you're gonna have to work through all that. It's tough. Yeah, I, you know, the more that I think about it, it's really important to have new blood onto it because if you just look, look, we want 10X your business, but whatever got you to where you're at. It's not gonna get you there with you here. So we need to extricate ourselves from that. Right, right. Now that's interesting. Hey, so you've got a lot of this business. Where would you focus the most upon when you advising people on, is it due diligence or or writing the letter of intent or the asset purchase agreement? I, I'd say my focus is on the asset purchase agreement. I mean that's where I bring the most value uh to the table I think um because I I've done it so many times I've seen so many different flavors of deals, um, and hopefully part of my drafting process are the questions that I ask you about the deal and um and, and that way. You know, the answers that you give me will help me figure out what we're gonna put in the contract to protect you. So are you prepping the buyer with questions he should ask or to have the seller provide documents and the upload in the Dropbox or whatever that vault is? Yeah, again, it's uh it's probably a little of both. I mean, you know, I am uh You know, I, uh, based on, you know, depending on the industry that the, the business is in, um, I'll be aware, like, for example, over the last maybe a year and a half or so, I've helped people either buy or sell, uh, some online businesses and, um, you know, a lot of people don't realize that there's a lot kind of under the covers, uh, on and on, you know uh a lot of intellectual property issues under the covers uh for an online business and so. You know, I'll, I'll ask about that. I, I, I remember we did a deal last year where I was representing the buyer and the um You know, I kept saying to the buyer, OK, you're buying this online business, but um, do they have any registered trademarks? No, they don't have any registered trademarks. Well, I get on the US Patent and Trademark Office's website, do a quick search, find out there are 3 registered trademarks. So we just. need to make sure that we understand what all the assets are. I mean, they had, they thought there was just one domain name, there were really several domain names. There was not just a uh an English version website, there was also a Spanish language version website. So by asking the questions, I was able to make sure we understood, you know, we were able to put in the contract. And make sure we were getting all the assets that we needed to, to run that business. Uh, if we had just gone with the first draft of the asset purchase agreement, none of that stuff was referred to at all. And so is it was the buyer. neglected to mention that that they have a Spanish language translation or did they, are you supposed to ask? Or I know it's a, it's a, you know, it's important for both parties to be honest and transparent and full disclosure, but No, I think honestly, I, I think that the seller was aware of most of the stuff like the Spanish language website, but the seller's lawyer uh wasn't, wasn't aware of it. And so it was only because I was representing the buyer, it was only through my questions and my, you know, my uh kind of research and that I was able to identify. Um, intellectual property assets that were pretty easily identifiable, um, but I just had to make sure I asked the right questions. My, my, my buyer wasn't really aware of, of those things, didn't even know the right questions to ask. Yeah, so what do you see? I mean, that is a uh big business now is buying e-commerce online businesses. I mean, what are you seeing as A consistent uh trend of people like that you have to uncover. It's like a unpeeling onions, right? To, to find something. Yeah, absolutely. I mean, that, um, and, and like you said, you know, some of that takes place or hopefully would take place in the due diligence um process. A lot of times my clients don't really involve me as much in the due diligence process, um, partly because I think they're just trying to save on legal fees, um. And, and a lot of times because, you know, they feel like they've got the right questions to ask. So, and that's OK. I mean, I don't, I don't think that's a uh a terrible issue to deal with, um, but again, by the time we get to the, the asset purchase drafting phase, asset purchase agreement, drafting phase, whether I'm drafting or whether the lawyer on the other side is drafting, um, you know, there, there are certain questions that I'm gonna ask my client, like, you know, Things to make sure that they're getting the assets that they think they're getting, that they're paying the price that they think they're paying or getting the the price that they think they're getting, that it's being paid the way they think it's supposed to be paid. I'm just, and that they're getting the kind of promises, the reps and warranties that they think that they're either gonna get or give depending on what side they're on. So You know, again, a lot of my role in a deal is um not just necessarily as a lawyer, but as a, I mean it says on my law license that I'm an attorney and counselor at law so I spent a lot of time coaching or counseling uh my client through the process as well to make sure that they're protected. Yeah, uh. You know, we, uh, my mastermind group, but we look at it is, uh, before you get the asset purchase agreement, is make sure that the, there's a kind of a preconceptual agreement that you do face to face and or Zoom call, that all the points are there, and then they move to LOI and that's just, you know, that is drafting exactly what we talked about. Is this what we talked about? It's like it's a yes or no, and then they move that to the asset purchase agreement if somebody says, oh, OK, let's buy it. But what happens if it just what do you do to hold back? What are the points in there you to hold back if it's not represented in the warranties, reps and warranties parts of it. What do you protect the buyer from or or give them, like I know you could put some in an escrow or you just call the deal off. What's the, what are some other ideas? Um, well, I mean, again, um, If I'm representing the buyer, I want the seller to make as many reps and warranties about the business as I can squeeze out of them. For every part of the business. Yeah, I mean, I mean, that's, that's my ideal, right? My on one end of the spectrum, I want, you know, I want 10 pages of reps and warranties about every aspect of the business inventory, cash flow, balance sheet, financials, yeah. Yeah, I want it all, I want it all. And but, you know, the, the seller from the seller's perspective, a lot of sellers are like, hey, this isn't as is deal, right? So they're, they're all the way at the other end of the spectrum. And um you know, and there are a lot of factors that come into play, purchase price, you know, I, I just help the client buy a fairly significant um high profile business that we just closed on last week. Um, and, um, You know, the purchase price was, was essentially the, the price of a, of an expense, you know, of a luxury car, not even an expensive, you know, a high-end Mercedes or something. So the purchase price is really low. My client is getting uh uh a real kind of vibrant business and um and so when the seller said hey this is as is, we said, OK, fine, we'll take the risk, you know, we'll take that risk. So you know, the only reps we want are that there are no liens on the assets and once you tell us that we'll, we'll do the whole thing as is. And if there are liens on the assets and you discover it through investigation, that what do you say you hold back. In what, in escrow or what? Well, I mean, if, if I find that there are liens on assets before we close, then, you know, I'm just gonna tell the seller right up front, we found these liens and when we disperse the purchase price proceeds, we're gonna disperse. X to pay off the liens and we and the balance will come to you. That's it. We're not, you're not, we're not gonna let them hold the money. Is it like a deduction in the purchase price also or optional, yeah. Well, I mean, I guess you could look at it that way it's not really a deduction in the purchase price, but, you know, in that kind of a situation, I would put together a simple, uh, some, you know, they call it all different things, the settlement statement or a closing disclosure. Um, that, that shows where the flow of money is gonna go, and I have the, the seller sign off on that at closing so that they know even though the purchase price is $5 million we're gonna take $250,000 of that right at closing and, and give it to the bank to, to get rid of the lien and they'll get the rest kind of thing. Well, if you see a business that's an online business, it's just like purely cash flow online and they got real estate. do you separate that? I, I've never bought a business with real estate. It's all online. I mean, I don't know a lot about that, so. Yeah, I mean, uh, that's a really good question because typically, even whether it's an online business or not, Um, those are two separate deals, so you're gonna have an asset deal and then you're gonna, if you're going to be involved in the real estate, you would have a separate. Um, uh, real estate deal, so you know, like, like you, I mean, even this last year I helped somebody buy an online business and, uh, but the seller had leased space, they didn't own it, but they had lease space and we just said, hey, we're not taking the lease, you know, we're not, we don't want any of that. You're gonna have to figure out what to do with that yourself and so we just bought the assets out of the business. And they had to handle the real estate later. We don't, you know, we don't even know what happened. So yeah, let me ask you about your experience with like an asset sale versus a stock sale. Have you ever worked with an OTC company or a public company? You know, uh, no, I mean, I, well, when I was, I spent the 1st, 12 years of my career at some very large law firms and so some of the clients that I, you know, represented, they were institutional clients of the law firm uh they were Fortune 100 100 companies they were public companies, so. So yes, in a, in a kind of an indirect way, but not since I've been out and had my own. And you recommend an asset sale for most of the stuff, right? So that you're separating the liabilities. Yeah. Yeah, absolutely. I mean, if I'm, if I'm on, again, if I'm on the buyer's side, um, I'm, I'm definitely pushing hard for an asset deal to to just leave the liabilities with the, with the seller. Um, interestingly, I'm in the Virginia Beach, Norfolk, Hampton Roads area. Our primary, one of our primary industries here is the military. Oh yeah, big DOD stuff. Yeah, yeah, so I've, I've represented, um, companies, consultants, you know, defense contractors who have sold their businesses. There are certain situations where you got to do a stock deal. Like if I'm selling. A company or if I'm buying a company that is that, you know, their primary assets are contracts that they have with the government contracts. Let me ask you about that. I want, sorry to interrupt you, but uh that's when it comes into play is why you'd buy a stock sales because if you have a DOD contract or a government or a university contract, there's long-term contracts. Not only that, but they have, they have terms in those contracts that say that they're non-transferable, that they're non-assignable. So if you, if you try and sell the contract itself as an asset, then it's gonna, it's gonna be terminated, so it has no value. So you have to buy it as a stock and not an asset, yeah, absolutely, yeah. And I mean we try our best when we're doing a stock deal like that to still have some robust indemnification provisions in there um and to make it, you know, try and delineate between pre-closing liabilities and post-closing liabilities and who's responsible for what. Um, but, you know, I think I say in my book that an indemnification is only as good as the financial strength of the seller, right? If the seller Doesn't have any cash after the deal's over and you try and make an indemnification claim against them, well, it's like trying to squeeze blood out of a stone, you know, you have the, you have the contractual right to do it, but they may not be able to, you know, they may be judgment proof and so you, you're not gonna get anything. Does Does the, I'm just curious about this, I've never haven't seen it, like, do you have to, as the buyer and the seller, does the seller have to notify the government that you're gonna sell the company and they can they have up or down veto vote on the sale to a new owner? Yeah, I mean, I've seen, yeah, I, I think the short answer is uh typically yes, you've got to let the The, if, if there's gonna be a change in control, so in other words, if the, if the buyer's buying 51% or more of the company, um, I mean, I would, as part of the due diligence, I would look at the the government contracts, but I think generally speaking, you're gonna have to notify the government and they're going to, whether they have up or down, I think they're gonna want to vet the um The buyer, they're gonna wanna see their financials. They're gonna wanna know who they are and how they're gonna fulfill the contract, but I've done, you know, I haven't done that, I haven't done a lot of those deals, but I've done enough to know that that it's a different animal. Yeah, would that have to be in the uh uh asset purchase agreement, that whole clause there. Well, yeah, in the stock purchase agreement, we would want there to be a a contingency section that says, you know, the, the deal, the closing is gonna be contingent on us getting whatever approvals we need, including, you know, if there's government approval required, we're, we're gonna want that, make that a contingency to the, to the purchase. Yeah, the reason I'm bringing that subject up, uh, I'm, I'm a veteran, and I know a lot of vet there's a lot of veterans in my mastermind group, so they go after these companies that have contracts. Yeah, yeah. Yeah, around here we we end up having, I mean, I, I don't know, you know, I've represented a handful of companies that are run by former uh special forces um uh operators and you know they, they do a lot of consulting work, a lot of training work uh with the Department of Defense and so they have, you know, lucrative contracts but um. But like I said, they can't really, you know, if they want to exit their business or, or a lot of times what I see is a smaller group, a smaller company being acquired by a larger company, um, you know, we, we just have to make sure we do it the right way so we don't hurt those contracts. Yeah. Do you ever work with companies, uh, where there's a lot of seller financing? And I'm just curious about the problems that arise from seller financing. I mean like. Sellers don't want to be in the loan business, but it's sometimes essential to get the deal done and the seller takes finance. Yeah. Yeah, I, I mean, I would say probably 60 to 70% of the deals I do have some sort of seller financing involved in them. And um it it's like characteristics of that where you want to make sure the seller understands really clear like if Buyer takes over the business and can no longer pay to seller financing what happens. Right, right, yeah, yeah, you wanna make, I mean, it's not the best position to be in, but like you said, sometimes it's the only way to get the deal across the finish line, um, and then that debt's not in first position, it's usually in second position to like an SBA or financing deal absolutely and especially if you've got the SBA involved, I'm doing the deal right now where I'm representing the buyer who's going to finance most of the purchase price with an SBA loan, but there is some seller financing as well, and the SBA typically requires that the seller not only take a second position but also take what they call a standby position where they The seller can't be paid under their promissory note uh until the SBA has been paid off. So if it's a 5 year term on the SBA loan, typically the the SBA is gonna have the seller sign a standby agreement that says I won't collect any money for 5 years or until the SBA loan is paid off and then I'll start getting paid after that. So, so yeah, I mean I, I have, I mean you know you run into situations where you might have a seller. Who's 75 years old, and if, if he or she's got to stand behind in a second position and also stand by on an SBA loan, they may not, you know, they may be 80 years old before they start getting paid under the, the like, no, I want the money now because I might, I might be uh room temperature tomorrow. So, well, and, and even frankly in one situation I can recall. You know, the seller, I represented the seller and he was very, and it was almost the exact ages and stuff and I said, well, you know, you're either gonna have to go out, you know, just terminate this deal and go out and find another buyer or close this deal and just accept the fact that you may never see that money. Oh, was that a hard pill to swallow there? Yeah, it was, but he wanted out, so he swallowed. I, I got a question for you about that, you know, the, the baby boomers are aging group, and there's $12 trillion worth of businesses, whatever that number is, are you seeing more and more of that, the, you know, these people that have started this business, run it for 2030 years trying to get out? Is that what you're seeing a lot more of? Um, not really. I mean, frankly, and I don't know why it's not that, but I mean, I, I see, uh, baby boomers who want to get out of their businesses but don't know who to sell them to. They can't find a buyer. I think that's a bigger issue than, you know, am I seeing a high volume of those kinds of deals? What I'm really seeing is a higher volume of people who are at the end of their careers, they want to exit, but they can't find a buyer to buy the business. Yeah, that's a, that's that's actually a problem because you look at a lot of these businesses, you like $5 million.15 million dollars dollar businesses. There's only one buyer eligible like that it's interested in doing that business because it might be in Ohio and And, you know, it's a manufacturing business. It's unsexy. You're working with blue collar, whatever it is. It's made the owner wealthy, you know, in a high income, but nobody's, it's not marketable to somebody that's like, I can buy an e-commerce business. There's 40 out there, and, uh, you know, I'll get this X multiple on it. Right, right, yeah, that's a really good point. I mean, it, it's. Uh, a lot of the, the, the baby boomer businesses are, they have the personality of the founder of the owner, and, and they put so much sweat. I mean, my, you know, I have that a family experience where my father built a small business and, and put a lot of sweat equity into it and, and it was, you know, it's not a, a big business, but, um, but we tried to find, we had a couple of employees who we, you know, thought we're gonna purchase the business and they ended up. Deciding not to, and so my dad just, you know, shut the doors one day and that was the end of it. He just shut it down and how much was that doing? What kind of numbers? I, I'd say in its heyday, probably, you know, again, not big, but maybe um. Yeah, maybe 2 to $3 million a year. And so there's a lot of people I know that if they were just do about this, like, hey man, you could step into a business right now and doing $2 to $3 million right? And here's all the process, the guy built it up because it costs twice as much and there's twice as much energy and emotional, you know, ups and downs of starting. a business than buying a $2 to $3 million dollar business. Right, right, right. Well, your follow-up question should be, Joel, why didn't you take over your dad's business, but um it's an attorney. Maybe he doesn't. Well, I, I wasn't at the well I was when he, when he shut it down. I, I worked for him, you know, all through anytime there was a, you know, vacation or uh summers or things like that off and on I would work for him, and I worked for him after I graduated from college, but Um, it was, you know, I just didn't have the same skill set that my father had, and so I realized. I should go. I like, you know, I like doing deals, but I should go to law school and, and maybe try that. And I've been, I've been OK at that, so I, I, I'll tell you a perfect story. It's a guy I went to high school with. This is a long time ago. His dad owned the packing plant in Wilcox, Arizona, really small town. He goes, Man, I am not killing cows every day. I'm not taking over the business. Like, it's just nasty, it stinks, it's bloody, blah blah blah, and perfect example of that right there, yeah. Yeah. Hey, well, that's great. I mean, I, I've taken a lot of your time and I really appreciate that. uh, Joel Aney, he's got a book. Here's the deal on Amazon, get it. Let him know he's on LinkedIn. So thank you so much, Joel, for taking time to me. Yeah, John, thanks for having me as a guest. I really appreciated it. All right. Take care. OK, talk to you soon. I'm gonna