Journey to an ESOP & Beyond

EP31 - Christmas Carol - What Does The Ghost of Past, Present, and What is Yet to Come To Consider An ESOP For 2024

December 21, 2023 Phil Hayes Season 4 Episode 31
EP31 - Christmas Carol - What Does The Ghost of Past, Present, and What is Yet to Come To Consider An ESOP For 2024
Journey to an ESOP & Beyond
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Journey to an ESOP & Beyond
EP31 - Christmas Carol - What Does The Ghost of Past, Present, and What is Yet to Come To Consider An ESOP For 2024
Dec 21, 2023 Season 4 Episode 31
Phil Hayes

This episode takes advantage of the opportunity that we have during Christmas to stop and celebrate the reasons why folks decide to go towards ESOP… In this episode, we cover the ghost of Christmas past and thinking about the people that have helped your business get to where you are and how an ESOP can be the perfect way to reward them.  The Ghost of Christmas Present reminds us of what is happening right now that includes the current tax benefits of an ESOP and other benefits to reduce the workload and spend more time with the family.  The Ghost of Christmas yet to come makes us think of the future legacy of the business and how much better it will en to be an ESOP company.  MERRY CHRISTMAS - The ESOP Guy!

Show Notes Transcript

This episode takes advantage of the opportunity that we have during Christmas to stop and celebrate the reasons why folks decide to go towards ESOP… In this episode, we cover the ghost of Christmas past and thinking about the people that have helped your business get to where you are and how an ESOP can be the perfect way to reward them.  The Ghost of Christmas Present reminds us of what is happening right now that includes the current tax benefits of an ESOP and other benefits to reduce the workload and spend more time with the family.  The Ghost of Christmas yet to come makes us think of the future legacy of the business and how much better it will en to be an ESOP company.  MERRY CHRISTMAS - The ESOP Guy!

[0:22] Music. 
 
 [0:28] What do you want with me but Lee hosted by sweets beings I'd rather want. 
 I'd rather not okay we know we know this is going to be the classic. 
 
 [0:44] Episode of the ESOP guy because we're starting off with A Christmas Carol, and of course this is very good at seasonally speaking because we're moving right into Christmas wanted to do an episode, to talk today about the reasons and this is going to be a little bit less technical in a little bit more about. 
 
 [1:04] You know as we finish the year there are people out there that are closing ESOP deals I know that I'm closing several there's a lot of deals happening all over the country for some people that's just the beginning of their hearing about Aesop's for the first time and they're thinking about like, maybe I'm going to do an ESOP next year maybe that's something maybe that's what we want to do for our company we've thought about a lot of different Avenues and different opportunities but we keep coming back to the ESOP so if that's you then this is going to be really this episodes really about for you you know as far as looking at the reasons why. 
 We're going to do that in conjunction with this this. 
 Obviously classic Christmas Christmas story that I think resonates for everybody you know in my at least in my opinion. 
 So for those that are brand new to the podcast thank you for joining today we are a very. 
 Free resource to help just really understand hopefully the basics of an employee stock ownership plan to some things that are more complicated, but to bring them down into very hopefully a very reduced version so you can really grasp onto things that are important to better understand. 
 
 [2:19] The Employee Stock ownership plan strategy how it works is it right for you all of those things are part of our podcast and part of what we try to bring to people. 
 That are looking at this as a possibility so with all that I would say you know if you want to look at our Resource as a. 
 Other possibility if you're brand new go to our website at journey to an ESOP.com if you like the podcast. 
 And you're like hey this is awesome please share it with a friend I find that's always really helpful if you know somebody that's thinking about doing an ESOP, might be really helpful for them to listen to it and if you have this technical ability to rate and review the podcast and a few minutes of time, then please do that and give us a five star rating that would be super helpful for others that are thinking about listening to the podcast. 
 So with all that we're going to basically use the Christmas carol story and Ebenezer Scrooge and in terms of our example and as we started out with this scene. 
 One of the things that, you know he's like no way he's not I'm not getting going to consider you know what you have to say so of course you probably understand the story but just to speak into it Jacob Marley who is a former business partner. 
 
 [3:34] Is dead and then comes back after you know on the anniversary of his death in its course Christmas Eve and he comes back to warn Ebenezer Scrooge about. 
 You know where he is in life and where he is in life is not a very good place and it's obvious to everybody that reads the story I mean when you read it or watch the movie that he's a mess right Ebenezer Scrooge is a mess he's full of greed and he's selfish and he's. 
 Kind of all curled up and old and done you know unhealthy and all these things that are just like obvious right, so one of the things I thought would be helpful as we think about the understanding of where he is is similarly. 
 
 [4:24] Whereas we think about possibly going through the process of doing it an ESOP Ebenezer has his own business right I mean he's got his own thing going on he's got one employee, obviously too small to do an ESOP or at least an s-corporation he saw but but the point is that he's not going to share anything with anybody ever right, and so this just made me start thinking about the idea of what you want to do with your business and wanted to going to break into some of the things that might be helpful as you start to evaluate some of the reasons why people do think about a nice, and the contrast here is the extreme contrast of somebody that's extremely selfish, and in no way am I kind of trying to paint the picture of the anybody that owns a company that does something other than an ESOP is at all selfish or, not thinking about the whole picture but I think it's a good way to think about the reasons why you know people might want to think about, any sub so that's what we're going to do today and we're going to break it down into three three basic pieces which is going to of course be the Ghost of Christmas Past, the Ghost of Christmas present and the Ghost of Christmas future who and what are you. 
 
 [5:42] I am the Ghost of Christmas Past. 
 
 [5:48] Logan past you're the best. 
 
 [5:56] End. 
 He all past so as we go into your past what we're going to think about in this part of the episode is. 
 
 [6:16] You know and I want to start with this we're getting to this place of when we talk about. 
 
 [6:22] Evaluating the ESOP and thinking this is this is specifically for again for people that are thinking about doing a nice. 
 
 [6:30] And this this part of it is I think a little softer than the next part which is a lot more of a business decision and has more more to do with, the present conditions and things like that but for the past and one of things I think contributes to someone thinking that they're going to go to the direction of an ESOP, is that emotionally psychologically relationally and all these things that start to kind of. 
 
 [6:58] Awakened in you when you start to realize and contemplate the past. 
 It was just super healthy I think you know as a person as you go back in your time period and look at how things started what's cool about the story is that I think, by obviously Emma knees are going back into the past and really evaluating his life at this point. 
 It really led to him to start to think like what he's all about right what do you all about. 
 
 [7:29] And the danger of seeing all this stuff is that I'm not trying to say anything negative about somebody that decides you know they want to do a different something different than an ESOP right, the reality is that for some people looking back at the past they see they go through the maybe the original. 
 Time period of founding the business if that's if they're one of the founders if they're one of the people that figured out how to do the thing or with their shareholders and partners they came together and they figured out how to found and create the business originally. 
 Or they're the ones that came in and bought the business from the original Founders or Stephen the next generation of people that did that. 
 Whatever the story is in the origination of the business I think that that's really a good idea when you're evaluating the decision to go towards an ESOP. 
 
 [8:23] Because I think it can then it helps you to kind of connect the dots between the story of where the company you know historically came from. 
 
 [8:33] In some of this we do in the ESOP process by looking at say the timeline of the Milestones when we're trying to prepare for the site visit in the presentation that come about. 
 
 [8:47] But I think what's important is it what it does is it reveals. 
 Something about the story in about the truth of why you're doing what you're going to do so if you start to anticipate like this. 
 This need that I have as a shareholder to move forward and that could be the management succession or it could be the ownership transition or both of those being done concurrently. 
 
 [9:09] What are the things about that we want to make the best possible Choice when it comes to. 
 Helping to accomplish the goals and objectives that the company had originally and the shareholders have as well personally. 
 And with an ESOP as you start thinking about the past you start realizing that you didn't get there alone probably and. 
 You really will start to think about the people that have come you know alongside you maybe they're not even there at this moment you know but maybe they are maybe they've been part of the whole process for so long. 
 And so part of that question is becoming like how do I actually reward those people that had helped me and there's a hole. 
 Bunch of discussion about that in terms of how the ESOP can be a benefit to long-term employees and I. 
 And I don't want to kind of get into deep on that but I will say that in general. 
 When we think about categorically about the people that you have in your business I think this going back in the past and looking at this from a from that perspective. 
 Helps to make sure as your state as you're thinking through the process of choosing an ESOP as the potential route that you're going to go. 
 Helps to look at that is it is it part of your. 
 
 [10:32] Game plan to try to build something for the people in the transition of your, of your ownership and of course in the transition of your, you're part of this the responsibilities and so when you think about the we do think about the employees and I do have to kind of separate the key employees in the and the rank-and-file employees only because they're there are different ways that they're both benefiting even though we do think generally speaking about the employees in general and. 
 When we think about going back and saying all right so these people have really helped us build the business into. 
 To do what we want to do to benefit them in the long run one of the things that we look at for their positions is the consistency that they are going to have as people. 
 
 [11:26] In the event that the we do an ESOP that their their jobs are going to be more secure in that sense when we compare that to. 
 A strategic buyer or a private Equity Group or someone something like that where we know there's going to be there most likely will be some kind of change. 
 
 [11:45] And that speaks to other parts of the past two which is really the creating the not just the the, the company and what the company is about but it also as we start thinking about the people side is really the culture of what has been created. 
 Over all this time in wanting to try to continue. 
 And have some consistency with that culture going forward and I think these again are somewhat. 
 Obvious but there are also things that that I'm encouraging people as you listen to this to just go back and and take that time over the holidays to contemplate through what what the journey has been on the on building the company, one of the things I was talking to a client recently about is this idea that you when you build your people you build your company. 
 So that just means that if I invest in my the resources and the and the talent that we have in our company. 
 That's the that is that's becomes the the value itself right is the people and so the beautiful thing about an ESOP is that. 
 
 [12:56] Is that the promise behind an ESOP is that the people that work for the company have the, of retaining the value that they create as employees as opposed to being paid in usually a fair salary, in a fair wage which is not bad but the Aesop's better because they're not only getting it paid a fair value Fair wage but in the future they get to retain the value that they create in the company. 
 Through the long-term effort of the work that they do. 
 In the shares that they get out of the ESOP going forward and I think ultimately that can hit some buttons when. 
 Considering the best possible choices for your company your people your culture the relationships that you've built. 
 And the the. 
 Not just the promise of the future which will think about as we get to the part of this episode but more about the reward for the past of what people have put into the company. 
 And I think that's important now I will say at the same time. 
 
 [14:07] Just so that that it said I don't want to over promise something with an ESOP because it's a long-term benefit plan it really will benefit mostly the people. 
 That will be there longer in employment status with the company over a long period of time so the younger people in a sense will, there are things you can do for older employees that have prior your credit service, there are things you can do in the transaction that can really benefit them but as we think about the transition it is it is still going to be overall, the one of the greatest things you can do for the employees, as a benefit because it's something that they will participate in without any of their own money any of their own Capital going into the equation that as long as they keep doing what they've been doing they're going to benefit. 
 And ultimately I would kind of come back and circle this in the first part of this episode is that this is going to feel good, and I don't care I think that's okay right it's okay to say that it's going to feel good to help your employees with what's going on. 
 And that's to me part of the equation so. 
 Think about that a little bit as we segue into the ghost to the Christmas. 
 
 [15:22] Ha ha ha ha I am the Ghost of Christmas present look up on. 
 
 [15:32] Music. 
 
 [15:41] You have never seen the likes of me before. 
 
 [15:49] Never have never walked forth with my Elder Brothers they do not think that I have. 
 
 [16:09] I got to admit like I love this part I love this movie but this part guys a little bit annoying but. 
 The main thing in the Ghost of Christmas present here is that if we just take a moment and look at where we are today which again I just love the time that Christmas gives us in the holidays give us two. 
 Just hopefully get our way from the normal grind of everything. 
 And take time to contemplate and so we start really thinking about the present and we go into things that are actually happening right now in our company. 
 Right now in 2023 and thinking about what's happening in 2024. 
 This is the part of the episode where we're thinking about the actual practical aspects of an ESOP transaction and what it is going to do, for us in terms of if it's something that we're thinking about for 24 25 I don't know maybe down the down the road for you. 
 And the the main thing is is is as we start to understand the elements of an ESOP and some of this for some people are going to be just super super basic. 
 
 [17:18] Keep in mind that the some people listen to the podcast and they're still trying to figure out all the different elements of what an ESOP is and what it how it really works and, so we're just going to take this from a present-day business decision process that as we would go through it. 
 
 [17:34] And talk about some of the reasons that folks would change would choose to go towards the ESOP because it's a it's a good decision for a lot of different reasons so the first thing to understand is that, in the the present timing of how we're actually putting this together or contemplating. 
 What I call a holistic plan that connects the dots between the tax benefits of what is currently under legislation, that affect the company in a very positive way and also could affect the selling shareholder as we start thinking about that. 
 
 [18:10] And as we connect that benefit we also connecting that back into the company real regarding its cash flow and its ability to buy out an owner. 
 In terms of the leverage and the debt that the company is going to put on its on its balance sheet which. 
 If you look at a zero to one hundred percent transaction just assuming all of the companies valued at its fair market value level and all of that is equating to a specific amount of debt, that debt has to get paid at some point now that debt can be in different. 
 Combinations it can include seller notes in Bank financing it can include just seller notes in different ways to structure that are are out there now the point of that. 
 Is that the way that the tax benefits work for the structure is that it really does benefit the company. 
 In the event that it's going to establish an ESOP because it's going to provide additional cash flow to pay off the debt that gets created. 
 
 [19:13] Now these specific tax benefits as we start thinking about them don't exist for anything else like so let's just keep that in mind as we think about reasons why you should choose a nice. 
 
 [19:25] Namely the first benefit that we would always really think about first is this idea that we have a s-corporation tax exemption both federal and state. 
 And what that means is that whatever. 
 Percentage of the company is owned by the trust the ESOP there the Assad the Employee Stock ownership trust is is going to get a K1 under an S corp environment and that's going to be tax. 
 
 [19:52] Now in addition to that if or are. 
 Not in addition but on the alternative of that is you are if you are a c-corporation the shareholders that own the C corporation can participate in a 10:42 transaction, and they can defer the capital gains tax on what they've actually collected in the proceeds of, the sale for their company so there's these two different tax benefits that we need to apply to the equation but understand like as we do the planning, under the Present part of it what we're doing is we're really kind of putting that together to make sure that the company is in a position to pay effectively the cash flow requirements of the debt that we just talked about, now the C Corp there are tax benefits they're not tax exempt but there are tax benefits so that kind of helps us to do to look at the present situation and say all right well does that make sense now, from from that point on and when we look at. 
 Where we are with say the current situation with our employees one of the things that we also know is that over the last couple of years there's been a high demand. 
 And a lot of opportunity for employees to go to a lot of different places so one of the first things when we think about the present decision is is how do we actually use the ESOP to retain our key people. 
 
 [21:13] And you know with wages going up and things that we've seen you know that that have been happening in the economy. 
 This is a hard this is a hard part of business because it's like you're continually giving more and more but what happens with an ESOP. 
 
 [21:31] Is that you really accomplishing multiple things with one major transaction even though you. 
 Are handling the ownership Trend set transition by the way as we talked about it we're also utilizing something that will provide a benefit that strengthens the package for the employees. 
 Now I would say this like every time I said it last time and and said a lot of different ways that I think the main thing we don't want to make the mistake of trying to over promise this this is the best benefit the world it is to me it's great I mean if you're just keeping everything the same and you do an ESOP that means for the employees now they have their existing 401K Plan Plus on top of it they have a, a zero cost benefit to them that is the the ability to get shares of this company going forward in this long-term retirement plan. 
 So that retention also then leads to this idea that we can incentivize. 
 The employees by engaging them in the literacy of how the business works now that could be a lot of different things for a lot of different companies, what I mean by that is how do we engage people and this is coming for us in 2024 to get deeper into this type of conversation but I'll just lay some groundwork out here that, as we start to contemplate. 
 
 [22:59] Not only retaining piki people but using the ESOP in the present day to give them a incentive to engage more in the business and strengthening the business overall that's a pretty strong proposition, it's not something that takes you know it's not a turnkey thing we do any stop and everybody gets it, that's not at all what happens there's a lot of work that has to be done to communicate what that really means to. 
 You know the individual each individual employee, a lot of it has to do with your existing culture and then the culture going forward but I would say most of that has to do with the communication of the ESOP and ends of strategy around the communication. 
 
 [23:44] Keep in mind that still that you just assume for a second that that happens really well you're having you have a tool with a nice job, that as I said the benefit is we've managed the ownership transition we've also kicked off and helped to establish a stronger, Employee Engagement culture that that is better than it should be better than it was before what degree of that I don't know. 
 
 [24:12] The other part of this then it is it helps us now I'm going to say this in I think it's important to really nail down I think there is work to do, in this management succession process that includes how who are my key people, and when we start thinking about the present The Christmas Present part of it like we're go in we look at who these people really are to help us get to the to the you know where we're going, part of the process of managing through the ESOP plan in holistic plan is to figure out what's going to move the dial for the people. 
 And generally speaking that means there needs to be a strategy behind the management incentive plan what is it going who are these people. 
 What are they motivated by and one of the things I have seen and I think it's important. 
 And I've got a hold a whole topic on this coming but I think it's important to really get at the heart of what's what is motivating your key people either the ones you've recruited and I've been there for a few years ones you're just recruiting now, maybe you've got people there that's that been there for over you know 10 years or more so what is it they're looking for and. 
 
 [25:23] You know that's an important part of the planning process and I'm putting it in here as a benefit because I think we have a lot to work with when it comes to an ESOP transaction so obviously we have the ESOP shares for the key people. 
 Typically you have an allocation method that is going to be, really developed around the idea of of compensation and how much how much they make versus in exchange for how much how many shares they get of the ESOP stock. 
 In addition to that we're going to have this this highlighted region of planning which is, the management center of plan underneath that what is the new policy related to comp for bonuses and profit sharing and then what is the SAR plan for stock appreciation rights and how does that work in the future. 
 Now keep in mind the planning ESOP process planning it's really a most impossible to have all that nail down. 
 
 [26:22] Until the the esops actually closed. 
 So but again part of that business decision making process as we go through this part of it is that to understand that there are some very valuable tools, present tools that are able were able to use to Leverage, a holistic plan that accomplishes all of those things simultaneously as we start to kind of come out of we go through the whole ESOP process and come out into the closing and then start really building the value. 
 
 [26:54] Proposition for our people and I think those are those are definitely specific reasons that. 
 
 [27:01] People have decided individual shareholders have decided that the ESOP is the best route for what they're doing and their decision making. 
 
 [27:40] Okay so we are on the Ghost of Christmas future are yet to come I'm sorry. 
 
 [27:46] And this one's a little harder on the movie because it's just basically him running around and of course I think what I wanted to say about this before we start it is is this is what it could be, the worst possible future for the situation so in this case let's just say for our purposes of our podcast episode. 
 You chose not to do the ESOP and you realize in the Ghost of Christmas future the reasons you should have chosen a nice app for the future. 
 Now. 
 I'm just taking this from some things I have gleaned from people that I've worked with that have gone through certain things that could have been yet to come. 
 And so one of the things I want to talk about on this part of it was some of the things that that you can choose the reasons maybe you won't want to choose to go, the route of these specific areas so first off I have had for instance clients in this is where they chose to just go with a strategic buyer and not do any shop like hey I'm not going to do one I just want to get my money and I move on. 
 And I've had they went through the whole process found even gone through and sold the company right and they've gone through that whole process and realize that the. 
 
 [29:09] The in the details of all of what they've sold their company for they thought they were getting one deal and they got really something else and so I'm not saying any of this to like freak you out I'm not saying this is the same deal everybody would have but. 
 I've seen cases where companies have done that, and they did not get the iron out portion of what they were supposed to get the multiple didn't really work out the way that was presented to them, the cash didn't really come out the way that they thought it was going to they paid all the taxes on the deal and eventually they obviously didn't have their company and I've seen it where they've actually bought the company back, after several years where it didn't really work out for the buyer, and they really kind of rebuilt or they really started everything over again so that's kind of an extreme of what yet-to-come could look like, I've seen it where companies have a shareholders have gone down the road of of, possible strategic sales private Equity sales and they have looked at it, and the deals just blown up they thought they were getting one thing and then they realize they're getting something completely different they decided not to go through that route so so part of that I wanted to kind of say as we as we connect the dots between the. 
 Yet to Come future ghost that we're talking about the idea here is to predict what is the best possible future. 
 
 [30:31] For your company and under this I think is the Highlight for a lot of people that are thinking of that they want to go through an ESOP transaction would be headlined as the legacy of the business or the or the, the continuation of the business as you know in the future. 
 
 [30:49] So within that we have a couple things that I think are really going to be good to think about and talk about one of those things is is of course, when we went back to the past and looked at what the company did we look at the present look at what the company is doing one of the things that you will gather from really contemplating that is that the company. 
 
 [31:09] Especially like it the thing is is it it was. 
 You know a lot of work to get to where you are it's a lot of you know extra hours in the evening and things that happen teams pulled together you know Innovation happened. 
 You know it's not just a great Culture by itself but there's all kinds of great customers if the company has been able to bring on a great stories and testimonials like this company has done so many different really cool things. 
 Proprietary content things that you you know the company has has masterminded and innovated and. 
 Toulouse in a sense to sell that off right as is okay right but two to be able to continue that. 
 
 [31:53] That historical path of success in the future that's what I mean by Legacy like that's what I mean by. 
 That company not just hitting the wall or the cliff and saying right now everything is over we're going to you know we're going to take our money and we're going to go ahead and Run to the Hills, so I think that is something that people really think about in their decision-making process and it has to do with what the future really looks like for the company. 
 Because really when you start evaluating the future of the company with different different options try to imagine what this is going to look like in five years and in 10 years and see, as you talk about this in your mind and you talk about with your do with your people see how important that is to you. 
 You know how important is it to you when you get down to in five years if everything's been dismantled, if the company's operation headquarters isn't even exist anymore if the employees that have been there for 20 30 years don't even have jobs anymore because everything's been kind of centralized, just ask that question because I think that's what Legacy is all about and that's. 
 Going to either resonate with you or it's not and in either way that's fine. 
 
 [33:05] So we have the future of the business and of course that's going to encapsulate the future of the employees and what the employees, will do in the future and under an ESOP one of the decisions is that hey we want to the employees to keep doing what they're doing right we want them to have the same opportunities they had for growth in their career and the ESOP I think does provide, that continuity for them and I would say one of the negatives here that needs to be thought about is is that. 
 For some companies some of the key people might want to basically become direct owners instead of doing the ESOP which is the management buyout and. 
 I would say that can that both of these things can happen at the same time we have done Transit transitions or transactions where we've done a management buyout in and an ESOP concurrently together they can co-exist and really be, and be Blended really really well where you do a partial sale to an ESOP and then that other part being sold to the management buyout. 
 It's not I would say that's not as predominantly what actually happens in most cases but it still is something that can happen because, ultimately we wouldn't want to create a negative for the people saying like my future is to be an owner I have to have that right so so keep that in mind for for the future benefit, you know of the employees and how important that's going to be. 
 
 [34:32] The other side of the future as you start thinking about it I think this is a real critical element and I literally have just talked to several people in the last couple days about this one, idea is that is that the shareholders as you start thinking about your may be in a position where you've been working, very very long period of time and you know you're getting that point in your life where you're just tired. 
 Of doing the thing you're doing for the company and you're looking in the more tired you get the one thing I'll say about this is the more desperate you get for different opportunities to get out. 
 And. 
 
 [35:11] Be patient like that's my one piece of advice be patient because they're one of the things I would say under this heading is that this is this is where I think an ESOP has such a strong benefit to build a good plan for, for everybody involved shareholders in different spots and it's under the heading of flexibility because under an ESOP, the future role of the shareholders can be a lot of different things it can include some people just want to serve on the board, others don't want to do the thing they were doing before they just still like doing what they were doing before they're just not ready to give that up but they can still sell out their shares and build a comp plan that makes sense for them that way they can basically start to transition, that part into their estate in that can work really well. 
 The worst thing that can happen I think with this scenario in the future and it almost feels like you as we draw into this this movie in the imagery behind the ghost of the Christmas future. 
 Yet to Come is that you get if you do sell to a strategic buyer and a private Equity company you don't really have this option in the negative part of this is that you're really going to be put into a position where you are not needed anymore. 
 
 [36:26] We got this thank you very much but we're moving on right we're moving in different directions and your opinion your input, your sense of hey where we were going with us it really won't matter and and there's all kinds of people that you might know and stories and we all have ours that we've seen people, retire to quickly and their health went down right afterwards and so it was not really well thought out and so even under this like flexibility compartment that we're getting into when it comes to Aesop's one of the things I think is really helpful is to think about it like. 
 There's an opportunity for people to just really shape that any which way they want. 
 As long as it works into the whole planning side and that could protect them in the long term for just the dist just the emotional health. 
 The physical health and the value that they bring to the table one of the weirdest things I think about when people sell their companies and they're just gone. 
 
 [37:30] You know I know what it takes to be you know good at something I mean takes years and years and years of discipline, you go to college you know or you you study under some some master of whoever does whatever, you get really good at the thing over all these years maybe it takes you 30 years to get really good at whatever it is and then suddenly you take all those skills and say I'm retired I'm going to just put that in the closet and I'm just going to, kind of Park myself play golf and you know do whatever it is. 
 You know you could do that for a good couple weeks maybe a month maybe even a half a year but eventually. 
 How can you how can your all the things that you just created as skills be. 
 Gone right so what I love about this is that the ESOP itself provides a place for you to really. 
 
 [38:19] Take those skills leverage those into the organization in a way that's that's productive, um govern correctly because we have the board of directors and we have the key people doing different things so I think one of the things about this topic is there are people in an organization that need to kind of. 
 Let's go through the succession plan and they need to start transitioning that and so there might be some anxiety-related hey we're going to have them hang out for a long time I think there's governance in place and checks and balances that really, to ensure that that's being done really well but keep in mind that the person that selling the shares there, retirement itself they have options when it comes to the ESOP and so it's really important to think about the future of the company from that perspective so from the Legacy to the future of the business to the future of the shareholders, I think even just the future of how the company delivers to the market place in the customer confidence that they have in the company is part of the future, that there's a continuation a consistency everything else in terms of the delivery model and the things that the company's done really well so, so keep in mind like I think the the value of going through the past the present and the future. 
 
 [39:37] Help us to kind of start to really think for so for this purpose of this podcast was for, those thinking about an ESOP for 2024 help us to really think that hey maybe this is a really good option for us and maybe in 24, some of the Strategic things we're going to look at is really start to investigate more about what the ESOP really is more about like who we can learn from, when it comes to that one of the things I will say on the podcast and I say this frequently just to remind people under the website at journey to an ESOP calm if you go in the contact us, you know and you have a question about it please do that and we more than happy to get back, with you to talk about that or to you know send you information so that you have good overview of what it takes because it does take some education and it does take investigating which is why, you're listening to this so with all of that. 
 Merry Christmas everybody I wish you a happy holiday and enjoy just meditating contemplating how the ESOP might be a good thing for for you and your company and we will see you on our next step on this journey to an ESOP