EP31 - A Partial ESOP - Experiences from newly formed ESOP company: AOTC - Brian Barnett and Todd McDowell

Welcome back. Thanks for tuning in. I'm the ESOP guy and we are continuing on this journey to an ESOP. This podcast is for those that are thinking they might want to consider an employee stock ownership plan for their business and have looked at different options and this one is um really about helping people to really understand the whole process. And if you're brand new to the podcast, I wanted to say thank you for for joining today and welcome. You can find our other episodes on Journey to an ESOP.com. And really wanted to, to jump into this, this new episode today and, and we're going to start off um with a, a real story, an ESOP story, and it's going to be called, this is going to be called the partial ESOP, the AOTC story. And it's always fun to review an ESOP and the history of, of how did they get there. And to do that today, we're going to have the opportunity to interview both uh Todd McDowell and Brian Barnett with the AOTC company. And they've been um shareholders in this company for a long time and really looked at the ESOP as a, an opportunity for their company to grow and do different things. So we're gonna get to explore that today with those guys. So, um thank you again for joining and as we go um into the podcast, I just wanted to say, um, You know, there's a lot of different ways to use the ESOP and, and from Brian and Todd's story, I think it'll be interesting too, because there, it's not a typical um story where they're trying to exit the company. In fact, they're going to be there for a while. And so I think it'll be an interesting topic as we go into it. So with all that, I wanted to say to Brian and Todd, thank you guys for joining. This is your first time on the podcast and I'm excited to have you here today. Thanks. Great, great. So. What's that? Good to be here. Thanks for having us. Excellent. So. Um, so I, I, I kind of wanted to start off with this. I wanted to give you guys the credit uh for inspiring one of our, um, couple of our episodes in season one, episode 19 and 35. Um, 1 was about merging entities for ESOPs and the other was about 409P. And really, in both episodes, we used the Bill and Ted's Excellent Adventure movie. Um, and let me just say that you guys were totally awesome dudes to work with. And I also want to mention, Your other shareholders, Kirk and Clint, because they're not gonna be with us today, but um they were also most excellent. So can you tell us a little more um as we go into that, like about your story behind, you know, starting the company and, and um just kind of what, what it took to get this company up and running? Sure, I am gonna say though on the episode 35, when you're, since we were the inspiration, that was kind of a scary one. Is he trying to say something is Mr. IRS can be knocking on our door because he did something wrong? Why is he using us as an example? So that that didn't put me. All I have to say I used you guys because your first name was Brian B and then T for Todd, and then I thought about the movie. And then I thought that was kind of funny and then, I don't know, they had, but, but you guys did have both of those issues. You had family issues on 40 IP. They weren't um insurmountable, but so that was the inspiration. And then you guys kind of remind me of Bill and Ted. I don't know why. Well, family issues doesn't necessarily have to just be with E, right? Everybody has family issues. Yeah, Brian and I have like Bill and Ted have known each other for a long time. Uh, we worked together with the previous company. They went through changes. Um, we got together, not at a, not at a circle K, but at a diner and Um, we're like, you know, let's go start our own thing, and, OK, let's do it. And, um, I think if we both had really had time to think about it considering this 2008, the way the economy was, we probably would have said no, but thankfully we didn't think too far too think too far through it. Um, so we started with a small focus on training and and site safety and uh. So we brought in good quality folks to expand our services. Um, and long story short, we continued to do that for the past 12 years and uh that's where we are now. We, we always had a mindset that we wanted to do what we could even if it hurt a little bit for the benefit of the employees and even when we're small. We had, I think benefits and perks that other businesses of the same size or even bigger didn't do. So I kind of fell into place with um Fast forwarding to What, 2018, I think the first time we actually discussed it, um, and through you and another individual, we came to see that we weren't really ready yet, um, as far as size and Financially. So I put it off for another year and then he walked us through it. Here we are. Excellent. What about you, Brian? Any, anything to add to the story of starting the company? I mean, my thought was like when I met you guys, I guess a long time ago, really, but just that you guys really are pretty good partners, good shareholders, you know, I don't, you don't always see that when you, you talk to, I talked to a lot of different companies and um that kind of always stuck out to me. I mean, you guys get along really well. You compliment each other and there's not a lot of controversy, you know, at least that I saw and kind of how you guys get things done. Decision, I, yeah, I agree. I feel like we complement each other well as far as uh managing the company, um. I'm, I'm more the like Todd likes to say the, the dreamer. Every, everything is in the realms of reality, and then, uh, Todd tends to uh bring me back to Earth sometimes. So that's good that we, you know, and then also likewise, I don't, you know, we're not, I feel like my component. You know, helps, you know, move forward so they're not too conservative. We actually do take risks. I mean, like going into business, for instance, was a huge risk and thankfully, like Todd said, we didn't dwell on it and think on it too much. I guess kind of like skydiving, if you just sit there and stare down at the earth so far below you, you'll never actually exit the plane. You just kind of have to You know, jump into the situation which we did. There's, there's a lot of Lumps that we took a lot of learning that needed to take place, but um Very happy that we did move into business cause um there's nothing else that I'd rather want to that I'd rather do right now. This is, I, I, I love coming to work, um. So I enjoy my job. That's, you know, that's always a good thing. No, that's awesome. And I think that, you know, you guys mentioned the 2018 and I know you guys have taken, you know, your own lumps, as you say, going into it. Um, let's, let's kind of go into like the, the specific nature of the ESOP, like what when you first thought about it in 2018. What were you thinking, um, I guess what attracted you most to the concept of an ESOP, that's kind of just getting it, getting it kind of started in your minds and thinking about how, how it might work. Yeah, I mean, we, you know, like Todd mentioned, we like to, you know, consider our employees and, you know. The decisions that we make because it affects them as well and I mean, I feel like we have a really good group of people, um, in a lot of ways they're like family. Um, I mean, I know we, we're, we have about 42 employees, so it's a pretty good sized family, but they feel like family and, uh, you know, we try and Go out of our way to make sure that, you know, that This is, this career is kind of home to them. Um, so we wanted to kind of consider that, you know, we wanna, we don't wanna just chew through employees and have it be a revolving door. I mean, we want, we want to keep people for, you know, the long haul. Um, also, I mean, there was other aspects to it. I mean, You know, just speaking for myself, I don't wanna, I don't want to just work until one day I, I die and they put me in the dirt. You don't want to do that. I do, I do want to retire someday. So, um, you know, Todd and I have, you know, talked about exit strategies and the different ways that you could, um, you know, leave the company. I mean, we could just work until we're tired and flip off the switch one night and leave, and that's not, that's selfish and not. Not a good way to. That's true, um, we could bring in another company to buy us out, but then, you know, like I said, this, the employees are like family, and it's like, well, you know, what happens to them when we leave. So this was, this just seemed like a good, a good fit for us because Um, one day I do want to retire, so I do want to be able to pull my equity out of the company, um, but also it's a way for the company to kind of exist beyond us, you know, maybe one day I'll be in the retirement home in my rocker, and I'll look back and I'll go, Oh, hey, look, our company's still open. It's gonna be, that'll be awesome to think about it. And legacy is a big deal, I think for, for a lot of ESOPs, but what resonates to what you said is employees are family, you know, and, um, you think about, you know, I think sometimes we, we are building companies and we don't necessarily think about the employees um as much as we probably should. And so, so I think that's interesting and, and I think that's very, you know, a very common thread for a lot of companies thinking about ESOPs. Um, what about you, Todd? Um, Yeah, I mean, pretty much the same feeling he expressed, um, almost from the get-go, we had, I mean we had uh good reputation and uh folks. Approaching us to um ISL merge with us, whatever. And we went down that road a couple of times and Neither one of us, you know, we like working, we wanna work, but we didn't wanna have to work for somebody else again. So the, the thought of being bought out and then having to report to somebody wasn't very appealing at all. Um, so that led us into the ESOP and once we learned to Um, The ins and outs of it and what that actually meant, that was, that was more appealing and you know, like you said, we don't want to work till the day we die. I mean it's a, that's a 10 quote white, right? All we are all we are is dust in the wind, dude. That's right, dude. That's right, dude. No, that's true. we're gone, so. I wanna enjoy the fruits of our labor. Yeah, employees have always been there and it, it helps encourage retention. I mean for the ESOP and trying to pitch the ownership to them. Uh, we've had a pretty low turnover. You know, what I, what I love about it, and not just with your story, but it is true for your story, is, is so many times the a company like yours creates a You know, very unique culture, you know, and kind of like its own secret sauce or whatever. And then when it sells to somebody else or merges, it's like you, you've lost something that was very creative, very innovative, very unique, and it gets kind of like rolled up and it just becomes financial numbers and ratios and, and then it's gone, you know, so what, what's beautiful about an ESOP is you can literally continue on. Retaining the thing that you do, and I don't want to work for anybody else too, so that kind of hit me too. I'm like, I, I just assume not that I'm, you know, like I know everything. I just enjoy the cre the creative side of things and not being, you know, um, you know, put under this little box like this is what you do and, you know, fill out your TPS report, which is another movie that, um, you know, and I just think that's silly to for us, you know, when we can have the opportunity in this country to, to have our own company. So, Um, that's why I like the ESOP is the best of both worlds because you can keep it going and you don't have some evil private equity group coming in, taking over and, you know, dismantling everything that you you guys have put together and um as long as you continue to, to build that culture and replace yourselves with people that have the same mindset, you know, you could have a company that continues on with the same legacy and the same culture. So I think that's, that is really cool. You know, no TPS reports and no one's taking my swing line. You know, I, we watch the same movie, so, you know, that's all good. Um, so anyway, going, so going in, we're going to go into the process a little bit. So, you know, when, and one of the thoughts I had is like, this is more of a test question to you guys um at this point. And what, basically when you, when you roll this out to everybody. Um, with your employees specifically. And when you, when you do this, I mean, it is a little bit of a challenge because people, you know, you guys end up knowing a lot about the ESOP because you end up helping to obviously it's your company and we created it. Um, what concerns or questions or comments have you had for the employees when you did the rollout and then how do you managed that process of communicating, you know, really to them in terms of, of what is, um, what is the ESOP? It's a tough question. We've got a variety of questions, um. They've been kind of all over the place, you know, any, anywhere from, so what does this mean for me? What are my shares worth, when do I find that out? Um. When am I invested, when, when can I pull my equity out of the company, um, Just all over the board, um. I mean, we've done our best to answer these questions. Yeah, no, no, that's, I mean, that's good. I think, you know, and you're good. Oh, I was gonna say, but also, you know, we were, uh, we, we got set up with a third party group that kind of helps us relay information to, to the employees. Um, we have, you know, we have email like kind of newsletters that go out that kind of explain different things, you know, not always waiting for the question, we're actually trying to proactively answer some of these questions before they come up. So there's there's been that. I mean, we're still only You know, we Finalize this in November, I believe, uh, 2020, so we're still fairly new to this and still kind of learning as we go. No, that's good. The, the, the company you're mentioning, and I'm OK plugging them is certified EO and because I've done a couple of podcasts with, with Thomas Dudley and um it's just a good, it's a good resource. Um, yeah, so you're fairly new and that's why that question is a little bit of a, of a difficult one, but I think it's something that people have to think about, you know. Um, so if you are describing, like as, as it, as it is right now, let's just say you have somebody that you're hiring brand new. If you're explaining the ESOP to a brand new employee, how would you guys do that? Um The first, the first to the group was easy because we did the roll out and you were there. Um, yeah, I did, I did, I did some of the, but you guys did too. I mean, as much as you don't we just give them your phone number and you haven't done that, so you obviously are explaining it to people and, and some, some people are like, this is a good recruiting tool and you know, so kind of how would you go about that and then we'll, we'll kind of fill in the blanks as we go. And It's mentioned in the handbook and then we obviously there's a there's an Eop plan that they can read but we try and do just. General, I guess, um, just telling you after a year that they're. A part owner, um, of the company, um, that they're given stock in the company that has value that it's trying to explain, I mean, most people know at least vaguely, even if they're young, and maybe this is their first job with benefits, you know, what a 401k is just trying to think of it as another form of saving for retirement. That, um, everyone gets shares and they have a value that's what, that's calculated every so often, periodically. You'll get statements, they'll see how it's doing. Um, and it's not us controlling it. There's a separate party of trust that, uh, kind of controls it for them, so that's a little peace of mind for them. It's not Todd and Brian ain't been able to, uh, manipulate anything, um, that there is a lot of oversight. Um, each has their own individual account after certain, and again I'm going specifics on time with getting out invested and all that, but over time they retire or they quit, whatever the value is, they get paid out for it, um. And then those shares actually go back in. So, Suzie Q leaves and that 50 shares and they're bought back, those go back in and redistributed, so they actually get more again, which increases their value. Um, and then you mentioned the uh certified EO. They are, they're good uh a good tool and I reached out to you trying to Help reiterate the importance of taking care of their stuff, computers, trucks, things like that. Um, so you give me a little example and then uh we have two employees, Shannon and Tanya, that are the Focal points they put together a monthly newsletter with help from certified EO. They reached out to them, to see if they had any type of slide or anything to help, to help, uh, reiterate, reiterate that and put that together and um. That's one of the biggest things, trying to get through to a new employee that you're not just an employee, this is yours. I mean, this equipment is yours. The better you take care of it, the more the company uh is worse and therefore, the more you're worth. Um I think that's good. I think that's, I mean, honestly, I put you on the spot there, but uh that's perfect. I mean, what you explained is perfect. And I think part of it is what, what I like about You guys have gotten so far, so quickly. Honestly, it's, it's a brand new ESOP. I mean, literally last November. So it's like you've done a lot in, in a very short period of time. People, You know, when it when the reality of this question though is that people will eventually get it more as time goes on, because what they're going to end up getting this year will be for you guys a participant statement and then they'll see their, their stock in those accounts. And then next year, they're going to get the same one. And then it's a matter of what's, what is, how much more, how many more shares did they get next year and then Uh, what's the value of those shares from this year to the next year? And so that will be, that'll kind of speak for itself when you get down to it. But I think you guys have done a phenomenal job of getting people up to speed, making a commitment with two people already in your company, um, hiring a third party, um, you know, being that proactive this early on is really, is really pretty, pretty, um, Uh, a solid way to go in terms of explaining it. But it, and I, and I, and I asked that question because I think it's important for, for everybody to be thinking about how, how does that, how does that message get across? And I think if you don't communicate the ESOP well, some of the benefit of it doesn't maybe stick like it should. Um, so, so if we shift over a little bit, you guys are like young guys. Um, I know you're older than me, probably, but, um, I'm not sure how much older. But you're young people, relatively, I mean, you weren't doing this for an exit, which, um, when you think about the exit, like you said, hey, eventually I want to do that, but you weren't leaving tomorrow. So a lot of ESOPs, when people are thinking on ESOP, they think, they typically think I'm going to do this, um, for my exit strategy, and there's nothing wrong with that. That's very, very, um, viable and legitimate. Um, so for you guys being so young, you're basically giving up, you know, when you think about what you did financially, you just gave up, you, you know, you didn't give it up completely because you sold it. So you took, you took that portion of the company and what it was worth today. Um, so now the cash flow related to that, to that stream of income is going over here to pay your debt back. Um, and then it's benefiting the employees, so. You know, you could have kept it and you could have grown it. So that was the, that was the choice that you had. So the question I have is like, what are the, what are the reasons that really compelled you to, you know, like go through, first off, the, you know, the work it took to even put the ESOP together, which took a lot of your time. Um, and then the money that took to do that and then just kind of giving up that, that stake in the game right now. So what was, what were the things that compelled you guys to do that? Yeah, I mean, I think it kind of like I mentioned, we, you know, we wanted to make an investment in employees, we wanted to Um, I mean, I know You know, I don't Employees kind of Understand that he stopped at different levels. I mean, some of them completely understand what exactly is happening here, some of them. Don't fully understand it but are learning. Um, so I mean we hope over time, they understand the value of it, they understand that this is an investment in them that that like Todd mentioned, the The better they treat the equipment that they use, um, adds value to the company and ultimately to their shares, um. And, and vis a vis value to you guys. So whatever you, you know, the portion that you retain in the company, um, certainly is gonna grow in more value as well, you know. Yeah, so we're, we're hoping for, you know, employees that are, you know, you know, dedicated, you know, treat this as a long-term career, not just a job, um. You know, one, you know, one day, Todd and I will retire and we want to between now and whenever that is, bring in the uh You know, bring in the management layers that we need so the company, you know, survives beyond us, um, and continues, um. No, I think those are good. It's the same kind, yeah, the same as I said, we just um. Yeah, we, we wanted to be able to leave and you're talking about the employees. I do my best, um, if I'm talking to them instead of saying that talking about the company, I tried to use the word your, your company like yesterday we had two guys that did a great job of client calls and these guys are awesome, you know, so I reached out and say, hey, you know, we got feedback from the client, um, way to represent yourselves and your company. Um, not Todd Brian's company, but um just trying to reinforce that that they're representing themselves and, and their company. That's what benefits them. I think it's good. I think I, what I would add to what you said, I mean, really, that there's a sense of, um, and I, and I think this is, this is to me it was interesting and this is the reason I was asking the question is, there's a generosity that says, hey, I'm gonna, I'm gonna make an investment in my people now. You know, and of course, I think it's like you guys are very employee centric. Um, you know, I think for some people, maybe that's because they're really thinking, I'm gonna make this investment now strategically, have more value. I think all that stuff kind of, kind of will take care of itself. But, but there is a uh a sense of generosity to, to stopping and say, you know, we're going to do this, you know, really for the employees. Because it's best for everybody in the, in the end for them to be thinking about this as being their own company. So, um, that, that's all I would really add to that and, you know, just say again, I think sometimes people don't realize um the amount of effort and time that you put into that and that you didn't really have to. So, um, so going into the process of doing this ESOP, um, what surprised you the most and in the process and, and why? You know, because you didn't really know what you were getting into. I kind of explained it to you and then we got into it and, or there, were there any surprises? No, I mean, it was, it was involved. I mean, I guess when I, we first discussed an ESOP, I, you know, I'm thinking, you know, draft up a document, we signed, we're done, it's all good. I didn't really, I guess as we went on, it's like understanding all the components, the trust, the trustee, the evaluation team, all these different components that make it up and how it all works together. Um, it was very It was very involved process. I mean, it, you know, it took us, I mean, like Todd said, we started talking about it and I guess 18, um wasn't a good time. We're just, you know, we're still. We're financially ready. Um, there's a lot of things that we still need to take care of. Um, when we did decide to move forward, it was, you know, it was a process. It took 12, roughly a year, I believe. I don't know exactly the time frame, but it was, it was about a year. So, um, but yeah, I mean it was. It was good. You walked us through all that. There wasn't like any huge surprises, you know, the things that you did lay out, you know, the cost, the investment, and all that, I mean, it pretty much played out the way, the way you described, um. That's good. Any anything from your standpoint, Todd? Or was it just pretty, pretty much the same, and you don't, you don't know what you don't know, right? So. The, yeah, the, the complexity of it, um, kind of caught surprise of all the different cogs that are involved yourself and the valuation, trusting, banks, accountants, all that. I know. Yeah, a lot of people, a lot of people to deal with, a lot of different people doing different things. Um, one of, one of the things I noticed about you guys was, you know, you, you pretty much got to a point where you did trust these people, including myself. And not and not like trying to um second guess a lot of things, you're like, oh, you know, so you really did, I think it went really well, um, because you just kind of like said, all right, that's what we're going to do. We're going to do it, you know, there's decisions you had to make, but I think you really trusted everybody in the whole process, you know, and I think that's a real interesting part of it because it's not, it's not, I think there's a point in the process where you like, like you said, you started in 2018. You did, you did some of your own research and your own homework before I think we even started talking. And then so you had some baseline, and I think the idea is the advantage for some companies that are thinking now, maybe in a couple of years, is getting, getting involved in in like an ESOP association or an NCEO or or listening to the podcast or whatever, get, get the information and start asking questions. I think that probably helped you guys do that, you know, early on as far as just jumping right in cold, cold turkey. So, so going in, so now we go in like people are like always like, what's this gonna cost me? Um, we get that question from everybody and, and, and I, I always have to say, you know, it kind of depends and it really always depends exactly on what you're setting up in the ESOP. Um, from your standpoint, you know, we already mentioned this, but, you know, do you want to go any more detail in terms of the cost itself? Um, you said it it's kind of what you thought anyways, but what would you, what was your experience there from Budgeting to actually, not only the cost of setting up these up, but now the cost of maintaining these up. I guess in the in the very early stages when you're describing How it would work and the costs associated with it. Um, he threw out a number and I'm not gonna lie, when you threw out the number at first I was like, what? Like why would it cost this much, you know, but then as we learned all the components that are built into it, I mean, we're dealing with attorneys, we're dealing with all these different teams that are helping to pull this together, um, and make it a success. It kind of, you know, it made sense, um, uh. So from our experience, it, you know, the numbers pretty much lined up with what you originally estimated. It it it cost us about Uh, about $100,000 to, you know, from day one to, you know, us having the, you know, employees come in and, you know, this is now, this is now your company, um, which was like, like I mentioned, it was about a 12 month process. So I mean, it pretty much, it pretty much fell in line with what was estimated. Um, now moving forward. You know, that cost is going to be, you know, much less. That initial investment was large because of everything that was involved in it, um, but now, you know, now we just have annual valuations, uh, the shareholder reports that go out, you know, things like that, so it's, you know, it's gonna be a, a maintenance item every year, but, you know, much less obviously than the initial investment. Yeah, and I think part, part of that too, I mean, we didn't get into it at all, but there, now you guys are, you know, you have a tax exemption on the portion of the company that the ESOP owns. And in addition to that, we get to deduct. On the taxes, the, the principal contribution you're making every year for the ESOP note. So there's, you know, those are things that offset the cost as well, but when you get down to it, they should balance each other out or actually there should be some level of ROI there for, for the company. So just balancing out the budget. Um, so, Todd, anything on your side with that? Because initially is a pretty big sticker. Yeah, um, and I think, I think getting prepared for that now, let me just say it this this way and the, the reality of the ESOP world, it first off, costs for other companies, um, can vary greatly. Um, and not to, not to say, like for you guys, this was a, you know, a considerable amount of money in the sense, but there are, there are ESOPs that could put together that are more, way more expensive than that. And, you know, so the reason they're more expensive is because the, typically an ESOP transaction is handled by an investment banking firm, and the investment banking firm is charging a percentage of the total sale. And so, So like in your case, say that was 1% of the total sale, you would have seen your cost probably double or triple. You know, and so That's, and that's kind of, that's more of the, um, you know, just to kind of speak it out from the knowledge just for us to talk about it, but it's just for people that are thinking about cost. Um, that is like the, the norm, like in the industry, that, that's really the predominant way ESOPs are, are, are, are put together. So, um, what we did is, it's kind of unique and it's only because there's probably a few people that are doing it the way I'm doing it and um. The trustees still getting paid about the same, the, the valuation firm still getting paid about the same. The ESOP attorneys are still getting paid about the same. It, it's the major variant there is that investment banking firms treat it like an M&A transaction, and they charge like in an M&A transaction, you charge a percentage of the total. And so, um, so that, that's kind of just for everybody's not, not as much for you guys because you're done, you've already spent your money. Um, but had you gone with an investment banking firm, it would have cost you probably double or triple. You know, that's the, that's the reality of it. Um, and it wouldn't have been any different, to be honest with you. I mean, and so, um, and I, and it's not like I'm against investment banking firms. I just think people, the whole point of this podcast. is that people know to ask the right questions. And what, the question I would say is ask, you know, tell me how your cost structure works. And then make sure that you're, you know, you're, the, the people that you're working with are qualified to do the work. I mean, obviously, both of those things need to be, you know, intact, so. Um, so kind of moving in like the final question thought, and I have a couple of thoughts here just to, to, you know, finish up and we could talk about the your ESOP like probably all day long and it would be um interesting, but I thought it would, if there is there anything that you guys, this will be the first part of it. Is there anything that you guys learned? In the ESOP process, whether it was doing it or the 2018 kind of getting into it, that you thought about that you thought there was true about ESOPs that you realized they're, they're not true. So miss or misconceptions, you, is there anything that you actually discovered from that standpoint? Mhm I guess when it comes to Maybe control and information that needed to be shared, um, like our financials is OK if, if the employee is now an owner, do they have, do they have the right to see our P&Ls and our financials, which I wasn't crazy about, but, um, which that came to be not true. um, same with Executive decisions, are we gonna have to put everything out for a vote now and get everybody together to make any type of change or anything like that, which is also not true. Um, and I think at the beginning, I thought it was gonna have to be a 100% sale that there were, I didn't know anything about portions, percentages, and things like that. That's cool. No, it's good. Um, yeah, and I think Todd that, and I, and I'm doing, I'm actually doing a new podcast on that idea behind it because there's so many people that, um, they have these thoughts and they, they don't know what you don't know, right? So you, you just, until you go through it, you probably don't even, there's people thinking something that, well that, I'm not doing any thought because of what you just said, like, I've got to share my financial information or I've got, I've got to lose control of my company or, or, you know, I can't do, I got to sell 100% or nothing. So even, even, um some people think. That I have to sell 30% of my company, you know, because of the 1042 rule. Um, but that's not true either. You could sell, we do 5% ESOPs, we do, you know, much smaller ones than, than that. So it's, it's a matter of understanding like, you just got to do your homework and ask the right questions. And, um, and, and the reason I asked that question specifically is because I, I think that for, and again, the purpose behind all of this is to help people think about the ESOP as a viable option. And the problem is they may not be getting the best advice from their, not that their CPAs are bad people or their attorneys or bankers or whatever, but, you know, if, if they don't do, if their advisors don't do ESOP work, then it's really probable, highly probable that they're going to get probably wrong information, you know, because when you ask an advisor a question, Um, they're probably not gonna want to tell you they don't know it, right? Most people are gonna be like, uh, you know, well, I know about ESOPs, and they'll tell you what they don't know, or they'll tell you something that's not exactly complete. So, and I think that's where, that's where all these myths and I'd say misconceptions probably come from, um, because naturally when you think about doing an ESOP, you're gonna go to the people that you, you do business with. So, um, help too. I mean, you put us, well, the very first time that we discussed and, and thought about this, we went with um. Will Rodriguez, he walked us through that and then he told us about the NCEO, right, is that right? That's right. And uh so I went to Uh, the conferences up in Pittsburgh and sat through some sessions. So that helped to, to, uh, reinforce what ESOP is or isn't. So that was definitely beneficial. Yeah. I think that's great. So, so the next part, it was just kind of, you know, and this is, this may be nothing, but you might think, wow, we could have done that a little bit differently. What would you have done differently to improve your, and I'm gonna use my journey to an ESOP thing, but your journey to an ESOP. Or better, or Or nothing. I don't know. Me personally, I, I don't have any issue with the way that it progressed. I mean, I kind of It, it went smooth in my opinion, so I, I can't really see anything that I'd do different. I mean, I would have liked to have done this. Sooner if we could have, but it, it just didn't, it, it just wasn't a good fit for financially to to do it sooner. It was better for us to wait, but that, that's the only thing really it's just if we could have did it sooner, I, I would have. Any, anything for you, Todd? Um, yeah, kind of the same thing. I mean, you mentioned lumps in business. I mean, I had a lump in business in 17, so it really wasn't the right time, um, but yeah. the Jump in the time machine and go back and fix some things sooner and yeah, we, we need a time machine. I, I'll tell you what I would have done differently. I would have got, we, we would have gone golfing more. You know, that's true. But you know, we're too busy. Exactly, and I failed you on that point. I wanted to, but I just wasn't able to pull that off. So, um, as we know. Now to negotiate with them like to get the Sunre um golf membership out of the deal, you know, so I, I mean, I would have, like I mentioned the conference, uh, setting this up and still doing the daily routine is a lot, but I kind of wish I would have done maybe paid attention more, gotten more plugged in and learned as I'm going instead of now trying to catch up and every once in a while, check out your, your podcasts and read emails that come in. But it kind of like growing up and going to school, you put things off and you gotta play catch up. And if you just start from getting and made it a marathon instead of a sprint, you know, so I'm thinking about a sprint right now trying to get adjudicated. Yeah, I know. Well, certainly, and knowing that you need to be, I mean, that's uh that you're kind of the, I mean, I think some people don't realize how much being the business owner and having the ESOP really is important for you to know and understand it, especially like I asked you that question about how do you explain it to new employees. Um, and you did a great job, by the way. And so that's, it's partly that, it's partly to know, um, you know, what the next step is for you guys as we go to, you know, if you do another tranche or another sale, you know, you'll know more, way more going into that, you know, in the next, the next process. So, so as we, as we kind of wrap it all up, what, what would be some comments or some advice that you would give to people going through the ESOP for the first time? Do your homework, don't be scared. Do your homework. Don't be scared. What about you, Brian? Yeah, the same, uh, just start to understand it, you know, before you, you know, start to go through the podcast, do your reading, do your homework before you go diving in, so you know exactly what you're getting into. Um, not, not that it was a bad experience by any means. It was, it was a good experience, but, you know, just understanding it before you start going down that road and then, you know, things start flying at you, you don't want any surprises. You know what you're talking about before you got asked to do a podcast. Yeah, come on. You guys did great. No, it's awesome. I mean, I think that's the whole, the whole thing is like you guys have gone through this and um I appreciate you doing, you know, send, you know, just spending the time to do that. Obviously, it's really helpful. You're giving back to the EO community that way. So thank you guys for doing this today. Sure, thanks for your help. Cool. So as we close out, I just want to remind everybody, if you like the podcast, subscribe and share it with a friend. And with all of that, have a great day. We look forward to our next step on this journey to an.