This episode officially kicks off the Season 5 and the expansion of the podcast as a direct resource for Employee Stock Ownership Plans. The Journey to an ESOP just became better because we are incorporating “& Beyond” to discuss not only pre-esop topics but go beyond that and deal with post-esop topics and issues that come up. This episode provides a high-level understanding of what is to come and what we have dealt with in the last four seasons. The value of listening will be to grasp some overall ESOP concepts that may be helpful for you to think about whether you are exploring your own journey to an ESOP or thinking about existing ESOP issues that are beyond the ESOP closing.
This episode officially kicks off the Season 5 and the expansion of the podcast as a direct resource for Employee Stock Ownership Plans. The Journey to an ESOP just became better because we are incorporating “& Beyond” to discuss not only pre-esop topics but go beyond that and deal with post-esop topics and issues that come up. This episode provides a high-level understanding of what is to come and what we have dealt with in the last four seasons. The value of listening will be to grasp some overall ESOP concepts that may be helpful for you to think about whether you are exploring your own journey to an ESOP or thinking about existing ESOP issues that are beyond the ESOP closing.
[0:10] Everybody this is the ESOP guy welcome to the new year.
[0:16] Hope you had a wonderful 2023 as we start 20 24 I have made some social media posts about this but we are, upgrading the podcast so this is, episode here is going to be to really talk about the structure of the podcast going forward if you are new to the podcast this is a podcast that's been dedicated to release educating people on.
Aesop's and play stock ownership plans in general in the focal point for the podcast had been as we started at Four Seasons ago.
[0:51] Had been on what we call the journey to an ESOP or the the journey when you start thinking about doing an ESOP up until the time of closing your actual transaction so it's been very very focused in that, time period of what I would say is pre ESOP and as we think about the future in 2024 what occurred to me as I started going through you know one client after another after the last Four Seasons is that there's a lot of questions and they're all really really good, that we don't get into in depth on this podcast that have to do more with the post to ESOP experience and what is going to come and where we have gotten into it a little bit is just is just interviewing some existing companies that we've helped go through the ESOP process and but really getting into maybe more mature Concepts that is I think going to help people as they consider whether they're considering an ESOP right now or they have an existing ESOP.
[1:53] And they're dealing with certain issues that that are coming up and more mature Advanced ESOP so we're going to get to kind of expand the breadth of information on the podcast I'm so excited that we're kind of embarking on that so with that we our changing our logo just slightly so if you really notice the logo you're going to see some differences there we change the intro music this step this episode as we talked about, is really to explain the podcast a little bit and more detail and as we do that we're going to go into some some overall high level topics so the value of this podcast for people wouldn't be just to say hey we're we know what's coming in 2024 for the ESOP guy journey to an ESOP it's also going to be to explore some of the higher-level issues and really just.
Give Zach think it gives somebody a good breath of information from the pre ESOP topics to post Esau, Optics and things they may have heard about we don't have the time to dig into some of the details behind that but I do think, touching on a very high level approaches is a good way to kind of kick off what's going to happen over the next 12 months of what we're looking at doing for programming.
[3:11] So with that I wanted to say as part of the podcast some of the changes we are making a title change to journey to an ESOP totally journey to an ESOP and Beyond so the Beyond, you know it's part of our mission to help better understand esops.
Is the part that comes after the ESOP closing so that's journey to an ESOP and Beyond now, you can still go to our website at journey to an ESOP.com we're not changing the domain name there so that's still is the same website that we had before that and go through that if you like the podcast I mean one of the things that we said, up to the very beginning is share it with a friend I think that's probably the most valuable thing you know as a podcaster you can do is say hey this is a podcast that's helped me and.
Of course that would be helpful to somebody that's thinking about doing a nice job, the other part is we've asked people to do reviews and if you like us put like a five star review that's always helpful when people are reviewing this podcast and to see whether or not this is something that they want to spend their time doing hello it's me theesopguy okay so as we start off this as we go into this episode I wanted to as we as we look at 2024 the journey to an ESOP and Beyond.
What I want to do is cover.
[4:40] A high-level approach to topics that are really important that I do believe that as we as we magnify or or.
Augment this podcast to become more a little bit more of.
[4:56] A resource it's still the same Mission we still want to accomplish what we did what we set out to do what we want to do is talk through pre ESOP topics the things that, that are going to be something that as you listen to this hey I've dealt with that or hailing not that is, still important right and Priests up is different definitively the hey beginning I'm conceptualizing doing an ESOP all the way up to the point of closing the deal and now you come become.
In a place like ownership plan company or employee on company after that point and as we go into that then we're going to talk about the post theesopguy, high-level things as well and we're not what we're not going to do today is get too deep into the Weeds on some of these Concepts but I do think it will have some value to just be thinking you know across the board as we start planned planning the next season 5 as we go forward they were definitely things that we're going to get into.
[5:54] So pre is up things a little stop before we get into some of the topics about just some of the basics and just going into what is an ESOP just so that if anybody has completely brand new, the idea of this they heard this.
Concept and they wanted they want to know more about it let's just start with with actually what it really is and it nice up obviously stands for Employee Stock ownership plan.
It is a retirement plan that is been created by.
[6:28] By creating a trust an employee stock ownership trust this specific type of trust has the.
Authority and legal rights to hold assets on behalf of employees.
[6:47] And so when we think about an ESOP plan what we're we're all contemplating is this an employee stock ownership plan in that stock itself.
Of the company of a of what was a privately held company is going to be sold or contributed into the trust and so so the very basic Foundation of this is that we are dealing with.
A retirement plan that is.
Geared around benefiting the employees of a company that are eligible to participate, in this type of plan in accordance with Arisa in all the rules that follow retirement plans.
[7:31] So when we think about that what we.
Have to understand is that because that's the case it's going to be regulated by the laws of the land which include the way that the laws work the Department of Labor really is responsible to.
Regulate.
[7:51] Employee Stock ownership plans as well as you know retirement plans in general so that's going to fall under their responsibility as well as the Internal Revenue Service, is going to also have a regulation in terms of how he stops are created and structured in their specific, IRS code sections that are there so so in general part of it is what it is but also to understand the landscape behind Aesop's you have to know that you're going into a landscape that has.
Governmental restrictions and rules to it that when we start thinking about the precept concept we are going to understand that some of these topics.
[8:29] R Are created in the way that they're shaped are because of the the ways of the rules that exist in in setting up ESOP plans or conducting an ESOP transaction pre ESOP is is really dealing with, the transaction side of creating an ESOP and most people will say immediately that this transaction itself as we start thinking about the bigger picture is an MMA transaction is a merger and acquisition type of transaction that is true except that an ESOP transaction is a regulated m a transaction through the Department of Labor having the ability to investigate what is happening within the retirement plan that got created.
[9:13] Now what's happening in 2024 is there is going to be guidance coming out from the Department of Labor this was talked about last year so we are all going to look at you know looking at that in the ESOP world to see what that may or may not change where, I don't think anybody's anticipating many major changes I think it's more about affirming what's already being done as best practices but will we're going to definitely be watching that now we think about priests option, transactions again I'm kind of very high level at this point.
I wanted to kind of make sure that there's a distinction between a leveraged ESOP transaction and a non leveraged ESOP transaction.
So leverage transaction obviously includes leverage which is debt.
And it anticipates and this is primarily when you think about any sub transaction is primarily what you're going to run into I'm a shareholder, and I'm selling my stock the ESOP the higher transaction trustee they higher valuation firm and then attorneys get involved we put the deal together we negotiate a fair market value and I and a cell now I could take by I could take back, a seller note on that or I could have the company Finance at through a bank and have a seller know so typically I'm going to get my money.
[10:31] Through a leveraged transaction by selling my stock and adding debt to the balance sheet of the company that is part of the company or the stock of the company that were actually selling to.
Another leveraged transaction is when hey the what we want to do is really just contribute stock to the.
An existing ESOP or create a new ESOP that doesn't exist yet but we want to contribute that now we can contribute cash we can do a pre-funded Esau.
We can contribute the actual stock we could do a non leverage ESOP with out redemption or with Redemption where we do take some.
Small level of percentage of the stock and get into the plan to get things rolling and there's reasons to do that.
That's not going to be your primary what you're going to see in the ESOP world is primarily being done but it is available so it's important to I say I say delineate or door separate those two ideas, certainly if you're going to do an on Leverage it's ultimately probably going to lead toward a leveraged transaction at some.
And so part of that is just priests op planning what best what is the best structure for the company and the shareholders at the time.
[11:43] Now one of the first ideas behind priests up, topics that we have to nail down is the idea of what valuations really do mean in terms of ESOP from a precept standpoint.
What the first concept within valuation is we need to do relative usually the cell site advisor needs to do some level of, evaluation model that helps to predict what the estimated negotiated fair market value is going to be with the trustee which is coming down the road.
Now in an ESOP transaction it's very important that there are there is Independence on that valuation meaning that.
There is the person the company that does that first valuation obviously cannot be.
The company that does the valuation work for the trustee.
By virtue of Independence that just means that hey that they can't do both things so, it is very important that there is a distinction between the work that's being done at the front end and the work is being done for the trustee specifically to support negotiations, because without that you can't have an arms like negotiation and you violate the dll process.
[12:59] Now within valuation there's a lot of things to talk about we've spent a lot of times in the the first four seasons really getting into some of the nitty-gritty things about valuation itself in.
[13:11] To me one of the most important topics because if I don't know what the number is why would I even go forward right so we want to nail that down early in the process.
The only thing I'll say about valuation because it's really this is just a quick snapshot of things to think about is that it's really I think it's really important.
To nail down key elements of your valuation namely your Enterprise Value Estimate based on.
Primarily the forecasted cash flow in comparison to the historical cash flow of the company that's been normalized.
Through the company's continued looked looking at add backs and normalization entries.
Or adjustments that they're going to make to get the cash flow to be normal and then the other part is really understanding the work the required working capital and making sure the model itself, is updatable as you go through the transaction I think those are all important elements of thinking about the valuation obviously the number needs to be.
In the ballpark for the shell the shareholders I mean I think that's going to be a clear obvious part of.
[14:21] Once that's done there's opportunity then to put all that together information that we have.
For the selling shareholders and sometimes the key people but really to do feasibility.
Work the idea behind it is we need to do a really good job with estimating.
Debt structures within a leveraged transaction and then use that debt structure to build cash flow models that are predictable and accurate to test the companies.
Ability to pay off the leverage and also.
You know identify the key service providers Banks bonding companies whoever is relying on that information because we are dealing with a lot of times.
[15:00] A change of control we are dealing with a lot of times obviously leveraging a company that is going to put term debt on the on the balance sheet that's going to have an impact.
[15:12] In addition to that we're going to want to be thinking about before the IRS considerations with your payroll and the way that the the inside note for the transaction is going to be structured, with code section 404 and how the 25% limit with the 401K might impact the amount of shares being released and the deductibility of those shares depending on what you choose now one of the things where we would usually position well here in feasibility is to think about the best entity.
To be and so it's a little bit easy to think about this we only have two options we have to be an S corp or c-corp for the transaction.
But within the S Corp C Corp what is the best structure when it comes down in Pre ESOP to deal with if I were really want to take advantage of the 1042 I have to be a c-corporation what does that mean, if I'm an existing S Corp so there's work to be done I had a call today with a company that, really didn't do any of that work at all the advisor just went through and said hey you're going to just use the 1040 to just make sense, but I would just tell people try to do modeling with sell-side advisors on both sides if you are contemplating.
You know being a crns definitely model out the difference is because you can quantify pretty easily and easily but you can quantify the numbers enough to make a good business decision on which direction you should choose.
[16:36] Now that's going to set you up well to talk through again other priests up topics to think about the trustee role from a transaction in perspective, and a ongoing role in relationship to what they're going to do in the company going forward how is that going to affect this is a, pre ESOP in a post ESOP conversation but it is something that I've dealt with a lot but how does that affect the governance of the company, the control versus not control one of the major questions a lot of companies navigate is should I do a partial ESOP or 100% nice up if I do a partially so.
[17:13] You know what percentage should I sell should I cross the line at 51% or should I sell less than.
Fifty-one percent so there's a lot of questions to be answered there, those need to be dealt with obviously in feasibility before you even get the trustee in their team involved and in that part of the idea the trustees team will have obviously include representation for them, to have an independent valuation firm of which we already talked about as well as usually an ESOP attorney to represent what they're doing, and then on the sell side of course you have the cell site.
Team that includes an ESOP attorney and other professionals that help put the deal together so as you walk through this natural, topical process what's happening is is kind of everything is building on itself to get to hey this is working this is working this is working and then this makes sense for us.
[18:09] So all of these previous up Concepts that were talking about are really helpful for you to you know get in dig into a little bit what this is going to do is set us up to talk about.
The the proper approach to the site visit which we talked we talked a little bit about this maybe in three or four episodes last fall.
[18:31] So preparing for that which also helps to prepare for the due diligence process the data room process that.
Is going to be affected by the trustee in our valuation team.
Our sourcing information not only the documents but also just an overall understanding of really how the company works so they can make a an appropriate decision on the negotiated value for purposes of.
[18:58] Again accomplishing the regulated m&a process deal process rules which they they were going to do an arm's length negotiation at adequate consideration.
[19:09] So that's all done as we go through it again the next things to come or really to put together the ESOP plan, understand eligibility the again precept who can begin to plan what's what's how does it work with say Union versus non-union employees.
What are what are allocation methods that are common how does it work with vesting all of those get put into the plan design that will help.
Produce out of that the plan document that Trump the summary plan description and the trust document.
[19:40] So that kind of leads us closer and closer to the finishing the previous ESOP topics which will basically conclude at hey we're going to now close the transaction and.
One of the one of the major elements of this that I would have always want to deal with really early on in the process probably towards feasibility is nailing down the ESOP financing with the bank and the lender whoever that someone whoever is going to be involved in the transaction.
When you get to the closing topics that discussion around that is like who's involved in these closing meetings and it's a lot of people if there is Bank financing and the main thing is is to orchestrate a an efficient closing process so that everybody.
You know we get you get to the finish line but everything's getting done and there's no assumptions related I thought somebody else was doing that again that could be a whole whole topic of conversation in the priests op.
[20:33] Um podcast episodes.
And again all of those combined is really what we've been you know I would just kind of focused on over the last four seasons and you could tell I mean there's a lot of things there and we've done a lot of fun interviews with people that know a lot more than I do and and that's been fun and engaging so in 2024 you know the post ESOP things and this is not going to be the all inclusive but I do want.
You need to be thinking about some of these things and part of again as I do this I'm.
Working towards helping people if they are thinking about an ESOP some of these things are things that start popping up that they want to satisfy their minds around.
But in the approach the podcast is always it's always been let's break it down instead of making it all one big lump and I think, part of the value of doing this as putting things in the right time table, so that you yes that's coming and we're going to work on that and we're going to we're going to deal with that but what happens I think we're confusion sets in and he's in the ESOP world is that everything gets kind of mangle together.
And then it becomes overwhelming and they're like guys don't know it's too complicated I don't want to deal with it so that's our hope in this is that we would would do a good job of breaking these things down.
[21:46] See close your transaction everybody's like whoa this is great and then really what happens and this is this is one of the storylines for me as an ESOP, adviser of the last four seasons of doing the podcast plus tune deals is there's this there's this incredible energy and intensity to get the closing done.
[22:06] And what happens really is that for many ESOP companies and this is might be something that you've experienced if you're listening is everything quiets down right after the fact and, everybody got paid and then now the company sitting there left with the responsibility of a what happens next now, certainly there is a lot of good work here that has been done I mean there are good like trustee work that's been done helping companies to tpas are doing good work but there's a lot of things that aren't being done and I'd say in general this is a major Gap in the industry that I think we're all thinking about and trying to come to the table with and for our part of it we will be detailing out in the podcast episodes you know our approach to ESOP implementation and because we just seen it we've seen it as a need that needs to be addressed and so topically we're going to deal with some of these things and I don't want to say just like I don't, say on the priests up stuff there's a lot of people that do different things we wanted to educate you on what people do do and how it's done on this podcast so you can make a good decision on who you actually have represent you and, help you as resources to get this stuff done so that overall the esops that duga put together that the the process of.
[23:30] Working through the transition to becoming an ESOP company becomes quicker and more effective and everybody benefits so.
[23:37] All that being said the first thing that comes out was you close the transaction usually that there's some kind of documentation legal binder that includes all of the documents that just got put together.
And if you've gone through a closing you already know that there's going to be a lot and if you have Bank financing there's a lot more so.
First off there's just making sure all that information by the ESOP attorney is put together correctly, and that everybody in the teal teams have their files after the transaction you're usually looking at you after the close some type of true up to working capital and in many cases, true UPS on the AAA note those kind of things so that's going to be normally just continue a continuation and part of the closing.
But there's other parts of booking the transaction that are going to be important for your company's CFO and the controller to make sure that that the information for the debt.
And the information for the inside Note have been, accurately understood so that those injuries can be put on the balance sheet correctly and everything can get set up for the payments that are going to be made based on the payment of those loans, part of that is going to be thinking about.
[24:52] Going out from there is going to be what point do you or have you already hired a third-party administrator is going to be selecting the third party administrator, who should you use obviously somebody with ESOP experience usually the advisers all will have recommendations.
But finding a very solid tppa is going to be really important identifying early on what's your compliance requirements are going to be so.
With a ESOP being the retirement plan what's happening is that the tppa is going to do all the books and Records related to the retirement plan.
And they're going to be responsible to produce participant statements for the contributions that are made on behalf of your employees, if the plan and that's going to mean they're going to have to do a 5500 for the retirement plan, if the company has more than over 100 people in general then the company is going to be also required to have an ESOP plan audit.
And that's like your 401k plan audit as well so that needs to be figured out when's that going to be done who's going to be doing it how do you budget fees for that as well.
[26:01] Other other post ESOP topics again this is a continuation of some of the priests up things are who's you know who's going to be on the board of directors now that's going to be decided on the term sheet.
In the negotiation and it's going to be the trustees going to have a role of approving who those two those board members are.
[26:18] Building the board after the post-closing is going to be important in many cases.
Nobody really knows who the independent Board of director is going to be at that point so there's going to be conversation around that.
There's going to be a detailed conversation around identifying, what was approved in synthetic Equity Force our plans and going forward in the grant agreements and that and again can be more of an extension of the closing but it's still going to be post ESOP and managing those decisions are going to be part of what we're going to get into.
Cast now one of the most important elements here that I want to get into and it's in it's it's going to.
I think it's going to be one of the best parts of the of the of the future future seasons is B is because there's so much emphasis on the benefits of being an ESOP company and the emphasis of.
Or the benefits themselves are built around the value that's created in the business by the employees understanding that they are actually.
[27:18] Beneficial owners and they have a stake in the value of the business going forward.
[27:22] And not to oversell that because that is a retirement plan and the value is going to be created over a longer period of time if you think about it like this you know the owner started the company 30 years ago, they just built that value over all that period of time it didn't just come to them immediately work similar here and the other part of his eye.
Just sold the house right so the house is fully mortgage that we have to start paying down debt in order to create future Equity value, we need to start improving the house so how do you go about the big question is is is this that we're going to wrestle with how do you go about best communicating this to your employees.
[28:00] This is an area that is I think talked about a lot but we're going to bring two podcast this year is much much more best practices my next.
Release after this episode is going to be with a company that has been an existing ESOP and I was able to interview their ESOP committee and their approach to doing this and.
And there's going to be more of that type of thing because we do we're going to have experts do and we're going to talk about this from an expertise standpoint, and how they go about helping advise and consult on those types of things but it's always really helpful I think to hear directly from employees, and so that's why I'm super excited to release that one, episode after this because I think you're going to hear things directly from this company and how they're going about it that will help spark the understanding and the interest level of how this could really go specific to your culture.
[28:57] To your Q your people like who they really are how they receive information there's the idea behind all this is there's not one cookie cutter approach to this this is communicate this is communication communication can be done a lot of different ways, and it needs to be done in a lot of different ways and I would say preparing for your ESOP you need to be prepared to embark on this.
[29:18] Now that's going to yield some things that I think are going to be helpful to start thinking about where it relative to measuring the success of your ESOP for instance how do you go about measuring engagement.
Pre ESOP post ESOP Employee Engagement something that, you know people talk about conceptually we all understand I mean the more engaged somebody is the more productive they're going to be but there really is this tool when we have the ESOP to put into place and leverage to really, grow that part of the the.
The knowledge base of your people and your culture and everything else and so that's going to be fun to I think it into an Explorer in conjunction with of course.
The communication piece and then how does this fit in a post ESOP some of the things I think are going to be helpful is.
Okay so I'm a CFO or AMA HR person or hey I'm this person in the company how did what am I going to have to be thinking about how does this going how's this ESOP going to affect me go.
[30:24] So we're going to get into a little bit of the potential future demands on, that were really related to some things that are just general ESOP compliance to which ESOP compliance.
[30:37] Like 401 k compliance you know can be a bit like.
[30:41] Boring right it's just like oh we gotta check the box we got to do these things but it's also really important and I think that when you do a nice.
I've experienced a little anxiety that gets created with some of these key people in the company.
And what we want to do with the podcast is try to eliminate the anxiety so we're going to we're going to connect into.
Some of those roles and responsibilities as well as what we just mentioned in the interview you know what's the best way to create a committee an ESOP committee and what should their roles and responsibilities be, who should be on that committee and how should they measure the success of what they're actually trying to accomplish going forward now.
So that's going to be I think one of the most exciting parts of the and Beyond part and the other things that I think are they come up and they're very common to talk about a lot in the very beginning stages of things is what is repurchase liability.
[31:33] How do we manage your purchase I.
What are some actual Advanced mature issues that we've seen or companies have seen where they dealt with problems related to repurchase liability.
So one of the fun things about 2024 will be in may be investigating this with companies as we go through ESOP.
Experience interviews is looking at companies that really dealt with some problems related to repurchase liability and how they how they came out of that, or they thought you know they've dealt with issues related to that what does it mean for them to get a repurchase liability study how do they use that how does the board of directors use that and making decisions.
As they do take people out of the plan what's the best way to do that and what are some things what are some issues that come up with recycling ESOP shares or issuing new shares that dilute the other, existing shares there's a lot of those types of things that I think are always on people's minds.
[32:30] When you do an ESOP transaction many many times there's going to be synthetic equity in the form of warrants and of course the stars that we discussed earlier, and post ESOP conversations related to what happens as the warrant matures what are some things that companies need to prepare for getting closer and closer to the maturity of the warrant as well.
Um in likewise the same thing with SARS in this is one of those.
Elements of putting a transaction together there's a lot of modeling that can be done in the pre ESOP for both warrants and SARS, but when you actually look at a lot of the start to come together, it is important to have to understand like what happens in the event that this this value comes up there's not as much cash how does that all work together to make sure that there's not a major issue down the road.
[33:22] Some of the things that we might talk about that I think are important that does come up from time to time is hey what happens if my company does so.
Like specifically like let's like let's get into the actual case study of a company going through ESOP and then afterwards some point in the future they sell to a company and then they, dissolve the ESOP or they unwind it or what happens when somebody gets to a point at the company gets to a point where they actually want to unwind the ESOP what are the characteristics and particulars there.
[33:53] I think that's going to be pretty interesting as we go into those things and and then just in general like what happens with my other stuff like I have my financing for the deal what about post ESOP financing what's happening with future financing requirements whether it be for another stage transaction or that's for ongoing needs of the company to grow and how does that really work as well as of course the bonhomie for companies that do have bonding I think it's important to understand the long-term.
The priests top issues related to bonding companies and then of course the post ESOP issues hopefully those are good those are good things to talk about but the same time.
Both of those parts need to be balanced as well so I know I left something off I mean there's a million I mean topics I think one of the things I love.
I was thinking about when putting this together as my first first first start of the podcast like long long time ago in 2020, some of my partner people are like hey what do you talk about for you know one for me get one or two podcast but what are you going to talk about and honestly as I've done this for the last four seasons going into my fifth season I just would say there's a million things to talk about here because we're talking about multiple so many different aspects of things that include the Department of Labor the IRS.
[35:13] M&a transactions valuation feasibility and when we start talking about post ESOP World we're talking about things that are just absolutely from a business perspective super fun to talk about when it comes to my employees and their engagement, and the communication and then mature esops and board of directors there's there's just a long long thing of list of things to talk about so what I wanted to leave today with is look.
I'm kind of giving you the format for 2024 if you're an ongoing listener and you want to shoot us an email through the website at journey to an ESOP.com.
If there's a specific topic you want to get into please put it on there and we'll try to make that part of our.
Um our episodes or if it's just a direct question we'll get back to on those things but I'm very very excited for season 5 and I want to say thank you again for everybody that does listen to this regularly and for the new people that have shown up, thank you for listening please share it with a friend, rate and review the podcast if you can if that's your a technically able and you know go to our website at journey to nice up.com for any questions with all that we're going to look forward to to.
Speaking about and talking through the Journey to an ESOP and Beyond and the next steps that we have for that thank you so much have a great day.