Owner to Owner
Building a business is a marathon, but crossing the finish line requires a specialized strategy to protect the legacy you’ve built. This owner-to-owner forum connects Northwest Arkansas entrepreneurs with the veteran CPAs, financial advisors, and fellow business owners who understand the realities of value, transition, and deal structure. Through practical, experience-based conversations, we bridge the gap between building a company and successfully navigating its sale. Tune in to gain the actionable insights and local expertise needed to turn your years of hard work into a seamless, high-value exit.
Owner to Owner
Ep. 5 - Avoid Capital Gains: The Five-Year Small Business Tax Playbook
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Entering a business transaction without a foundational legal structure is an absolute wealth drain. Many business owners spend decades building a company only to leave millions on the table because they started planning after a buyer was already sitting in front of them. The path to a highly profitable, smooth transition is paved years before a letter of intent is ever signed. In this episode, we sit down with Marcos Martinez, an attorney specializing in tax, corporate structure, and estate planning at Mitchell Williams, to break down how early legal preparation directly dictates your real takeaway at exit.
We get into the critical operational mechanics that protect your life's work during a transaction. We sit down to analyze structural gaps, moving past baseline online operating agreements, and handling unrecorded handshake agreements with employees or relatives before outside parties review your data. We look closely at the massive strategic differences between asset and equity sales, highlighting the highly lucrative potential of Qualified Small Business Stock which can shield up to 15 million dollars in capital gains if structured correctly over a five-year timeline. We also break down the hidden friction points that routinely derail late-stage deals, including unread commercial real estate leases and landlord dynamics.
The reality of exiting a business is that buyers handle known structural risks far better than sudden operational surprises discovered two weeks before closing. You cannot rely on broad regional economic growth to validate your final payout. Clean records, formal corporate policies, and proactive tax alignment are what actually secure your financial future. Whether your eventual transfer is a decade away or quietly approaching, getting your internal legal framework completely optimized is the only way to retain control over your timeline and valuation.
If you care about maximizing enterprise value, minimizing your capital gains liabilities, and building an ironclad exit strategy, you’ll get a lot from this. Please remember to subscribe and share the video with an entrepreneur who is building for the future. What is the most undocumented or informal agreement currently running in your business that you know needs to be formalized before an outside audit? Let us know in the comments below.
This podcast is for informational purposes only and does not constitute legal, tax, financial, investment, or business advice. Always consult with your professional advisors before making decisions related to your business or a transaction. The host of this podcast and Mark Martinez have an existing professional relationship. This episode is not a testimonial or endorsement of the services provided by the Mitchell Williams Law Firm or Mark Martinez. If you're thinking about what's next for your business, remember, the best outcomes are built well before a deal ever happens. This podcast is sponsored in part by TransWorld Business Advisors of Northwest Arkansas. Your business may be worth more than you think. At TransWorld, we help you prepare, value, and sell your business the right way. Visit us at TWorld.com forward slash NW Arkansas. Okay, my guest for the next two episodes is Mark Martinez. Mark, thanks for joining us.
SPEAKER_01Thank you for having me. I'm very excited to be here.
SPEAKER_00Yeah, yeah, I think we've got a lot of good material to cover in these next two episodes. For the benefit of our listeners and viewers, Mark is an attorney with Mitchell Williams here in Northwest Arkansas. Mark works with business owners, families, and successful businesses on tax, business, estate, asset protection, and wealth planning matters. He brings a valuable perspective on how legal planning, deal structure, and long-term wealth planning all come together when an owner is thinking about transition. So we're going to talk a little bit, kind of the overarching theme of these two episodes is how legal tax and family wealth planning affect business transitions before a deal ever happens. Because I think, you know, what part of your expertise is really understanding how to be well prepared way before that transaction occurs, but then also how to effectively navigate it. So I think our ability to just kind of lay that out in these next two episodes will be really, really helpful for those small business owners who are who are listening to us. Okay, excellent.
SPEAKER_01Yeah, and you know, understanding how uh the business interacts with the the client, each client's personal planning. Uh it's very important. We could probably cover several hours of this, most likely. But uh yeah, no, happy to be here and happy to kind of go through those uh thoughts.
SPEAKER_00Yeah, thank you. Um and and it it is uh I I often say that every deal we do, we we could be looking at two nail salons, and they could be you know down the street from one another. And you would think selling those two businesses would be very, very similar, but in fact, they're gonna be completely different because of what the owners want to get out of it, what the buyers are looking for, um, and then all of the things that have been prepared and structured to make that deal work. It's uh phenomenal.
SPEAKER_01That's exactly right. And I would even go a step further and say that for the same business owner, the way he sells one his first business could be completely different than the way he sells his second business because of the different goals, different perspective, uh just you know the size, the structure, the details of that business and his personal, personal uh world at that time.
SPEAKER_00Yeah, different phase of life. Yeah, that's right. Absolutely. Well, let's let's dive right in. We got a lot to cover. Um so, first question for you. Uh, when should a business owner bring an attorney into the conversation if they're thinking about selling, transitioning, or you know, bringing in a partner even?
SPEAKER_01Yeah, so that's a great question. Um I'm gonna give you a slight cop-out answer and say that the a successful business owner most likely has good advisors throughout the entire process. I know that's not realistic for a new business owner, somebody who just went out on their own. It's hard to justify the expense of having a CPA, the probably has a CPA, but CPA, the attorney, probably a business attorney as well, um, getting everyone in the same room that costs money, right? That's part of your startup. So it when you're you are in that position, it makes sense. You're not going to have it for a while. But I can tell you if you're a uh a business owner who's already had a business, or you're somebody who comes from at least some sort of means. Day one, you're going to have legal advice, you're going to have business advice, you're going to have tax advice, you're going to have all of those things. So when you have the resources, you get all of those things. And so I would tell a new business owner, as soon as you can justify having that good advice in the room, get it. It will be, it will, it will pay for itself uh multiple times over. Now, having said that, if you are actually now your business owners, if you're successful, which is many of my clients, before they ever step foot in the door, they walk, they come in to see me and they're telling me about a business that's worth $10 million, right? And they've never had a job making more than $200,000 a year before. So it's completely understandable that they would not have any of that in place. But the minute you are even considering making a sale or transition, bringing on a partner, absolutely go out, get good legal advice. And that's different from the legal work, right? I'm not saying just go out and get a contract drafted. Get someone in the door that can actually advise you. Get somebody in the door from a business perspective, from a business transition perspective, right? Which is a lot of what TransWorld does. Uh and then the tax advice as well. It's it's the advice that's really the most vital.
SPEAKER_00You know, it's um it's uh a little bit disheartening sometimes to see that owner who decides they want to sell, and the first time they really start thinking about it is when they've got a buyer sitting in front of them. And that's really one of the worst times uh to start planning, right? The earlier you can really start talking to your experts, those advisors, uh, the better off you're gonna be. Well before a deal ever happens uh is the best time to start planning. In fact, we like to say that if you can almost build your business with the idea behind the fact that someday, no matter what, that business will transfer ownership or it will cease to exist. Either way, if you plan it, chances are you're gonna be much happier with the outcome.
SPEAKER_01That's right. That's right. And I I tell clients that come in the door, they have a business they've been working on their whole life. Uh they have no plans of ever selling it. I completely understand. That's like saying you come in the door and you don't plan on ever dying. We still have to plan for it, right? Let's make sure we're in the best position so when that opportunity comes, or it could even mean not necessarily an opportunity, it might be a situation where you are forced to sell for some reason. Uh, but because you've laid down the groundwork, you can probably get a better price, better terms on on the way the deal is structured, timing, right? You're not just having to do a fire sell. Uh, yeah, absolutely. Get it all in place just in case. And and I don't want to say more often than not, because these days, I think traditionally family businesses would run generations. What I'm seeing these days is my clients come in and they already expect that within four or five, maybe even ten years, depending on the client, that they will sell at some point. Yeah, right. That whole idea of my kid's gonna take over and then their kid and their kid, it's rare these days compared to maybe 20, 30 years ago.
SPEAKER_00Yeah, we've run into uh lots of clients who uh they give us a call and they say, you know, I always thought my kids were gonna want to take over this business. They want nothing to do with it. And now what do I do? That's right. And um, and and then it it's often very beneficial for them if we help them take a step back and go, okay, let's talk about what your goals are. What what would your ideal end game be if your kids are not involved? And just you know, take it thoughtfully.
SPEAKER_01Yeah, that's right. You know, and and that whole um the emotional element, yeah. Whereas it used to be you would hand it down to to children that wanted to do it. That's still there, even if the kids don't want the business. And so a big part of the transition pre-sale, pre-transition planning that discussion that I have with clients is okay, this means something to you, right? You built this business for three or four years, you put everything you had into it, you built it. You know that little John and little Susie don't want it. Um but your business partner, Robert, who you know he's been a worker with you for the entire time, you would make him so happy. And it would make you happy to see him continue it uh while you still get to to cash out, so to speak, or move on to other investments. So it just becomes you just slightly shift that discussion. But the the emotional element still plays a big part in it.
SPEAKER_00Big big part of it for sure. Um so what legal issues should owners try to clean up before a buyer, lender, or outside party begins due diligence?
SPEAKER_01Well, um, there's the the obvious answers, which are make sure your books and records are intact, right? And yeah, I say it's an obvious answer, but it's one that I see often. Uh clients will come in the door and they don't even have an operating agreement. Or if they have one, it's you know a three or four-page operating agreement that was just spat out by an online system. And I'm not complaining about those, like that's that's better than nothing.
SPEAKER_00Yeah.
SPEAKER_01Um, but if you're going to consider selling this to a third party, or especially if you're considering bringing in a uh another partner, your operating agreement, the rules, the policies, all everything that governs your business needs to be rock solid, exactly how you envision it. Because if you don't fix it now, and then you bring someone on, right? I mean, just yeah, logically, uh, it's a lot harder to do once you have partners and now have to agree to everything that you want to change. So getting that in place, that that's the first one. Um employee issues, that's another big one. Um you did everything on a handshake, right? Somebody came in the door, you don't have an employment agreement. And I think that's that's most people, right? We don't have employment agreements, but again, now if you're looking about selling, thinking about selling the business, uh, you need to make sure that and you care about your employees, right? So you need to make sure that the employees are taken care of, that if you do decide to transition out, that a month later all this staff that's helped you build what you built is not either completely let go, right? Which could happen. Maybe you don't care, right? So most people care. Yeah. Um, or potentially just treated in a way that they just don't want to be there anyway. So you can't control everything, but again, the the emotional element still I find matters quite a bit to clients. Yeah, that that's an important discussion.
SPEAKER_00Yeah, the the we we often advise our clients when we first sit down and talk to them and we're really starting to think a transaction is going to happen, that the worst time for a buyer to find out that there's something that needs to be resolved is a couple weeks before closing, because that kills more deals than you can possibly imagine. And it's those undocumented obligations like you were talking about. Um, it's the uh informal agreements that were made. Um quite often we'll have that first conversation and say, Are you the only owner of the business? Can you sign for this? And the answer is usually yes, I can. And then you find out later, oh, but wait, wait, you know, my uncle so-and-so gave me a little bit of money and I need to pay him back. Okay, is that written anywhere? Okay, how much is it? Um, you know, are are you already making payments? Um, do we need to consider at the closing of the transaction that that get that obligation gets met? All of those things have to be ironed out. And um, and so I it sounds like you see the same thing out there.
SPEAKER_01Yeah, absolutely. Surprises, right? Yeah, you don't want any surprises that can come from the shareholder agreement. You might have a buy-sell clause, right? Right? Did you do a buy-sell clause with your partner and somebody had to write a first refusal? You haven't even looked at in 15 years, and now you're going to sell the product, sell the uh sell the business, and it's a potential issue. So, yeah, there's IP considerations, right? There's uh, you know, a lot of these businesses have whether it's processes or actual trademarks and logos or just confidential information, when you're going through a transaction, you're disclosing everything. Yeah, right. I mean, at least if the buyer knows what they're doing and has good counsel themselves, they want to see everything under the hood. That's right. Right. Uh and so making sure that that's one just in order, but also making sure that you're protecting it, right? Through the proper NDAs and non-disclosures, uh, all those are gonna be important parts of this.
SPEAKER_00So let's say we're in in we're kind of in the transaction at this point. Um uh an offer's been made, uh, it's been conditionally accepted, you know, with all of the due diligence and the things that need to be written off. Where do you typically see deals kind of bogged down and slow down?
SPEAKER_01Well, uh not being not having your your books in order, as I mentioned. So I kind of said, hey, this is the first thing. There are some obvious um issues that could pop up. You know, if you have a liability that's out there that was not resolved, uh, I mentioned the employee issue, that's another one, right? Um make sure that you fully understand everything that you want from the transaction and that that is just discussed at the early stage. Yeah, right. Because if you're if I'm talking to a client and you know the entire depth of our discussion is how much do you want and when do we sell? Great. We're in for a very tumultuous next few months because then you're gonna come back and say, Oh, yeah, I wanted to sell, but uh, you know, can I get all the money up front? I don't want to do this on installments, or you know, I don't want this for a promissory note, or hey, I I still want to have a hand in the business going forward. Yeah. Um, I thought that was part of the deal. Well, unless it was something that was discussed, it's never part of the deal unless it's actually part of the deal.
SPEAKER_00And then and then it better be written down into that. We we have a standard document. Uh a lot of times people want to work off a letter of intent, and we tell them a letter of intent is not a document that we can close on. Yeah. But if you you write down all of those conditions and they are all transparent, then you have something to work through through that due diligence period and and kind of tying everything off. Um, if you don't have that written down earlier on in the process, then yeah, it be it bogs down really quick.
SPEAKER_01Yeah. Well, and and that goes back to our early discussion of when do you get good advice involved.
SPEAKER_00Yeah.
SPEAKER_01And if you are, if I'm just sitting across the table from Cam and I'm saying, Cam, I want to buy your business, let's do this on a napkin, right? Um, great. But again, that's you're going, it's gonna you're gonna have a bad time.
SPEAKER_00Yeah. Yeah, that that napkin is suitable for framing after the deal is done. It's not good for the deal itself. That's right.
SPEAKER_01So having uh the the good advice and counsel that can sit down with you and tell you, say, hey, you know, they'll have this discussion with you, and they're gonna say, okay, what is it that you're going for? And they're gonna bring up ideas and considerations you hadn't even thought of, right? Do you want to keep any of the is there IP that the buyer doesn't care about that you want to keep? Great, let's talk about that now. Are there key employees? It is there a tremendous upside to this business that you want to have some sort of stake in, right? Do you want to do some earnouts? There are all types of elements that really it needs to be a laundry list that your advisor can go through with you and say, is this something that you care about? Let's think of everything possible so that when we're presenting it, we're not adding anything later on. Yeah, that's one thing. And same thing with with potential liabilities that come up is one, let's let's get those resolved. Yeah, right, if we can, first and foremost, um, because it it hurts our purchase price, right? If it costs you a million dollars, but it gets you two million dollars in value. Well, let's just get that taken care of. That's right. Uh so yeah, a lot of cleanup.
SPEAKER_00Yeah, but buyers can handle risks way better than they can handle surprises. And um it's just something that we like to reinforce with with owners when they're thinking about selling. But you know, the one one thing that we didn't touch on on this part that I've also seen bogged down deals is leases. So about 90% of small business owners don't own the property. And when you've got a landlord involved, um, you really need to understand what is in that lease you signed. And you may not have read it since the first time you saw it. You might be, you might have several lease extensions that are written into it. You might not have written read it for five or 10 years at this point. Um, but a landlord can scuttle a deal as fast as a bank can, or those unwelcome surprises at the end. And I don't know if you've run into that much at all, but uh that's what's something we found.
SPEAKER_01Yeah, it it goes back to that this has to be uh disclosed and understood from from the get-go, right? And and cleaning up your books and records that that would include making sure that the lease uh and the landlord, that everyone's on the same page, right? They're they're all stakeholders. At the end of the day, everyone's a stakeholder uh and everyone has to be on the same page.
SPEAKER_00Yeah, totally agree. So, how should owners think about deal structure? Um, you know, the asset sale, maybe it's an equity sale, um, seller financing, rollover equity, bringing in a minority partner before they just focus on purchase price, because so often that owner is like, I just need this money, much money in my pocket when I walk away. And there's so much more to it than that.
SPEAKER_01There is so much more to it. Um at the at the asset versus equity uh perspective, right? If you're if you're the buyer, you most likely just want to buy the assets, right? You don't want to bring on the the liabilities to yourself. You can avoid it. From the seller perspective, it's complete opposite, right? If you can get rid of, if you can just sell the assets, okay, that's fine, it's better than nothing if you're looking to cash out. But if you can sell the business as a whole, arguably, you depending on the goodwill of the business, you could argue that there's value there anyway. Um, but it may also depend on, it may also affect the tax treatment of the sale. So uh some and this could be a whole discussion unto itself, yeah. There's something called qualified small business stock, which is a a provision in the tax code that says as long as your business is structured properly, you can completely avoid, and I don't mean as an exclusion or deduction, just completely avoid up to $15 million of capital gain or 10 times cost basis. So leave just leaving that part out of it. Let's say I'm a business owner uh and I've got a you know a properly qualified business and I want to sell my business for $15 million. Uh if Cam wants to buy it from me at just the assets, great, I'm still getting my $15 million, but I'm paying tax on all that, which at capital gains rates, that's gonna end up being something like what three or four million, something like that. Um It's a lot of money. Yeah, it's it's a lot of money. On the other hand, if I can convince Cam to just make it uh buy the entire business as a whole as opposed to an asset sale, uh, I get a full deduction. If he's buying the stock, I get to do the qualified small business stock exemption. I pay zero dollars in capital gain. So if you've got a three or four million dollar delta, whatever the math is, um you it's worth it to me to sell you the whole business. To Cam, he's thinking, okay, you know what? Tell you what, instead of 15 million, I'll give you 14 million. So Cam saves a million dollars. I still say I've convinced him to buy the stock, and now I've saved a couple million dollars as well. So everyone wins. But that's all that is part of the discussion. Uh, and really that kind of speaks to let's go back and make sure our business qualifies as qualified small business stock, right? That's that's part of the pre-sale planning that happens uh not the month before the sale or the day of the sale. This is five years before, right? Because that's the way qualified small business stock works, is if you have stock or a business that qualifies, you have to have held it for at least technically you get a smaller benefit at three years and four years, but at five years, 100% exclusion of the 50 million. And oh, by the way, if I've got a business worth 30 million and me and my wife own it, we can structure it so that we wipe out all of that. Wow. Right. So it's it's pretty significant.
SPEAKER_00Yeah, you know, it when you when you put it that way and you think of it from this perspective, that I don't know, couple of hours of billable time that you are paying your lawyer seems very small in comparison to the benefits you get. You know, there's a huge return on investment to having these conversations early in the process. 100%.
SPEAKER_01I've I've I've got a client now uh that they are selling their business, and obviously I can't discuss too much, but uh there was a decision made about six or seven years ago uh where they made the wrong the their tax advisor at the time, it wasn't me, so uh made the wrong decision on the way they're structuring their their business cell. And uh it it means it's a $50 million business roughly, so yeah, um you know that's gonna be $10 to $12 million of capital gains. It could have been completely excluded and it won't anymore.
unknownRight.
SPEAKER_00Well, and in cases like that, I guess the other option is is structure the business properly and wait. Yep. And you know, just bide your time and and look for that uh that liquidity event to happen in the future, but get your ducks in a row. Either way, it's good to talk to the attorney ahead of time.
SPEAKER_01Yeah, well, and I would I would tell you if you're considering, right, the whole point of this discussion is you're probably if you're listening to this and and you're considering this, it's probably not for a sale happening next month, right? I hope not.
SPEAKER_00I hope not, yeah.
SPEAKER_01Uh but if you've got a business and let's say it does not currently qualify, yeah. Right. I mentioned earlier that the 10 times basis is an option. So let's say your business is worth $20 million and you were to take the steps necessary to make it qualify going forward. Well, now your your cost basis is the $20 million essentially. So 10 times that is $200 million. You could potentially, if you wait five years and this business sells for $200 million, you could pay zero dollars in capital gains on that sale. Yeah. So it's massive, right? A $50 million difference. Yeah. Right. So if you're if you're out there, you own a business, you're not sure if it qualifies, not every business qualifies, not every field qualifies. So uh but it's a discussion. Worth asking. Yeah. Yeah.
SPEAKER_00Worth doing it. Well, this is probably a good place for us to pause because we've got a bunch more things that we're gonna cover. Um, you know, in episode seven, we're gonna cover, we're gonna shift into wealth succession and uh life after the deal. And I know that's your that's your jam. So we're we we've got a lot of stuff to cover. But before we wrap up, um, let's turn to a few current events that Northwest Arkansas business owners should be watching and and feel free to chime in on these because I think some of these are pretty exciting. Um this first one I really like because it it really leans into some of the things that um Mark has been talking about. The city of Fayetteville has launched a new business starter kit to help entrepreneurs navigate concept testing, registration. Permits and other early stage requirements. The city developed it using feedback from local owners and is also offering informational webinars. You know, even structuring your business from the beginning, like you talked about, is so important. And one of the things that we've noticed is that a lot of business owners, when they're launching their business, don't plan on the cost, the upfront costs, or plan for those first couple of years when that business is still ramping up. And there's so much to think about. And the fact that, you know, kudos to the city of Fayetteville for coming up with this.
SPEAKER_01I think that's fantastic. Yeah. I mean it's the basics of owning a business are foreign to most people. Yeah. And it's just it's also complex. So yeah, no, I think this is a great at the end of the day, it's gonna help the city.
SPEAKER_00Yeah. Well, and think of it this way if you're a small business owner listening. Um, think of this as a free way to get uh all of your thoughts in order and to have informed questions when you do sit down with your lawyer.
SPEAKER_01Yeah, absolutely.
SPEAKER_00Good prep work. Uh second one, um, there's a company in Rogers called Engine. It's a data and analytics company serving consumer products businesses. It has recently merged with the Bentonville-based nucleus, which provides retail space planning software. The combination reflects continued consolidation and innovation within Northwest Arkansas's retail and supply chain technology sector. You know, this is a good way to highlight what we talked about before when owners tend to focus just on the money that's gonna be in their pocket at the end of the day. Uh when you think about something like this, this is this is a merger uh uh focused on synergy. You've got two companies that have separate unique strengths, and and the owners were smart enough to see that the two companies would be better together. But the structure of the deal to preserve that idea that they're gonna get leverage from it uh becomes really, really important. If it's all about you cut me a check and I walk away or or or something like that, then you kind of lost the plot.
SPEAKER_01Yeah, I think that's exactly right. And this is an example where you had two owners, presumably I I wasn't in the room. Yep. Presumably, you had two owners that said, it's not about the money. I I have a vision for what this is doing. I'll partner with you. We each need to have our own advisors to make sure that all of our concerns and and priorities are are met. But yeah, absolutely.
SPEAKER_00Yeah, yeah. And and it is also a testament to the wonderful things happening in Northwest Arkansas as well in terms of small businesses. Uh, the final one um for this episode: the sales tax collections across Northwest Arkansas's four largest cities rebounded in the April report. But year-to-date results remain uneven and varied significantly by city. Local owners should avoid treating Northwest Arkansas as one uniform consumer market. And I think that's the real takeaway for me in this in this uh particular uh news snippet because the broad regional growth does not automatically validate every company, every location, or every financial situation. Um just because you're a northwest Arkansas, there's still going to be businesses out there that are struggling.
SPEAKER_01Yeah, absolutely. And I also think it's interesting that each each city really I'm relatively new to the area, but just in the time that I've been here and from speaking to obviously I meet with leaders in the area often just as part of what I do is uh each community is becoming so focused on on that community. That's right. More and more people are staying local to their area, whether it's Bentonville, Rogers, Fayeville, uh, or the Springdale Lowell area.
SPEAKER_00Well, you know, it's funny. Um part of the reason that's possible is that our city planning is getting smarter. Um, for instance, in this Pinnacle Hills area where we're sitting right now, it's become a walking community. Downtown Bentonville, a walking community, Emma Street down in Springdale, walking community. And that creates um just a quality of life that is so much better than you having to get in your car every time you want to do anything. Um, the the focus on e-bikes uh actually is uh, you know, the vast majority of trips we take are less than three miles. And if you don't have to get in your car and you're outdoors, you're getting sunlight, um, you're more social, it's just a big benefit. But um it's important for small business owners to understand where they're located and what ecosystem or micro ecosystem that they're uh plugged into and what's happening there to make sure they're successful.
SPEAKER_01Yeah, absolutely. Yeah.
SPEAKER_00So um I think these these stories reinforce really the conversations we've been having and how important it is to be thinking ahead about your business and planning ahead. Mark, thanks for being with us on this episode. Obviously, we're going to pick it up on the next one.
SPEAKER_01Yeah, thank you for having me.
SPEAKER_00And then everyone, thanks for listening to Owner to Owner. And please join us for the second half of our conversation with Mark. If you're thinking about what's next for your business, remember the best outcomes are built well before a deal ever happens.