EP19 - Miss Peregrine Home for Peculiar Children-Motivations for an ESOP

In this episode we discuss the motivations for selling your business to an ESOP.  The focus of this episode is to help better understand the reasons to choose an ESOP.  The episode was encouraged by the experiences of working through other company’s ESOPs and interacting with diverse personalities and companies, along with their varying goals and objectives.

Transcript

[0:09] Hey everybody this is the ESOP guide couple things to note we are in our fifth season and enjoying our summertime this is a summertime episode, and 1 of the things the reason I say that is because I've been spending a lot of time out, West because we're living out here right now and it's really been cool um doing a lot of time you know like juststuff you do out west so doing a lot of hiking things like that, and that's been a fun time because it's really made me dial into nature a little bit deeper than I was before giving me a little more time and 1 of the things that has popped up in my um thought process is just thinking about, um motivations and so today we're going to talk about motivations of esops so I want to kick off the podcast with this.

[0:54] Music.

[1:01] So this is a scene from Miss parag Green's Home for Peculiar Children. And it's interesting um first off I don't know why I read this book over the last whatever couple months then. Read the book watch the movie and what this is is it's a scene where they're Mary green who in the fictional book right is is a um.

[1:26] She's she takes care of these children and has the ability to uh stop time and so they have this time Loop and the time Loop is basically every day they're living the same day and it's literally right before the Nazis are bombing, the home in this island in the UK. In the home was for for Peculiar Children and the children themselves have all these different special powers this is kind of 1 of those movies that may probably a lot of people haven't seen I think it's an interesting story but the reason I chose it today is it helps us to think about the time Loop and also in this idea that we're we're kind of getting into this this kind of time where we're able to just stop and think about, you know life and so I'd imagine if we lived every day similar to like Groundhog Day right every day the same.

[2:17] It would be like a lot of time to reflect and I think even as I say that 1 of the things I've been reflecting on is sometimes as we get these certain routines in life it can feel like we're living the same day over and over because we're kind of doing the same thing over and over again. And as a transition this idea the topic today is why shareholders would want to consider.

[2:43] The Employee Stock ownership plan what's motivating these people and what I did to prepare for this just give you kind of some background and some of the times I think about, what I say on podcasts is I I went through kind of in a in a, real quick idea of notes and things I've taken over the years and I kind of thought about all the ESOP transactions and I thought about the shareholders involved.

[3:06] And you know everybody's different so there was always different like maybe motivations and all that so what we're going to cover today are what are those motivations and the purpose of doing that today is just is to think about. Um some of the things that would be, um maybe something that you're already thinking about or some things you maybe haven't thought about that would be you know something else for somebody else's reason behind that so so that's really where we're going to what we're going to cover I think it's just a good way to think about the time Loop in terms of of what's actually happening when we kind of start feeling this. Maybe sense of I wouldn't say sense of urgency but I would say this you know this desire to say hey it's time to do something here you know and what whatever that means for the shareholders and. Their reasoning.

[3:55] So as we do that I will just kind of remind everybody where um on the web at journey to an ESOP calm so check us out there all the episodes are there if you're brand new to the podcast, welcome this is absolutely 100% free to you enjoy it hopefully it's information that's good and helpful for you, um there certainly isn't any bias I don't make any money on the podcast nobody pays me to do this I just do it because I like it. Um so hopefully you enjoy it if you have any questions please go to our website at journey.com log in the question, and we will get back to you on those types of things, so anyway as we start the podcast today you know I would kind of give you a little bit of background on this movie and again why I picked it but the idea is that there is this fictional type of thing where these these kids that have these special gifts and kind of go because they're they're kind of. You know hunted by bad guys and so um this is how they keep themselves safe when you get down to it is they're able to live in the these time loops and I think it's kind of a clever idea um this was actually a bestseller that this this author wrote the book they made a movie out of it the movie didn't really you know Jive exactly what the book like it doesn't normally. Um but I love the idea behind the creative idea behind the whole idea of the movie because it does it does ask some human questions about life in particular.

[5:23] What are we doing andhow we can kind of sometimes get stuck in certain places right so when you think about the idea of the the the children living in this home and living literally the same day over and over and if you understand that scene that I played at the beginning which was kind of just some some music and noise but there's a bomb being dropped on the house and if they lived any longer everybody would be pretty much wiped out. So they would have been just gone so by by stopping time there what Miss peragine was able to do is continue to perpetuate, the the children's her life and the children's life. Almost for an Infinity as long as the time Loop gets open so every day she's got to reset the time Loop and what she's really doing is kind of turning the time back and then they just stay in that same day over and over again. And I I like that in a sense because it says a couple things that I think are important number 1.

[6:20] You know life itself it's like we can feel like we're always we build things in life that I think helped us to feel more comfortable and more, and safer that kind of thing which honestly isn't a bad thing at all it's just, sometimes that can also become a prison and so 1 of the things I thought about when I read the book and I read you know went through the like watch the movie is this is this really a living, for these people right are there they're not really growing you know they don't know nobody grows older right they're just stuck in the same, 1943 year day of the year I think it's in september so they're stuck in the same day over and over and over again nobody's living nobody's growing nobody's learning they but they built this bubble of safety.

[7:03] And so 1 of the things as I start as I started to kind of evaluate this episode was this this kind of think about you know high-level things that I've that I've discovered that are just. That come out when we talk about like 1 of the questions might be when I talk to a new company that's thinking about doing this. For the shareholders why why are you doing this now right and I part of that I always like to just ask these questions. So that there can be some level of of uh you know I want to know kind of what their motivation is what what are we trying to accomplish when you're thinking hey I want to do an ESOP. And so as we as we talk about this I want to kind of get into the idea that I think the first part is. Yeah I would kind of categorize this first part is it's just time. And what do I mean by that it's time right well you know when you run a business if you're the if you're the key shareholder and. You know there's there's kind of some questions around um.

[8:02] If you're the key shareholder what you do for the company now in some cases the shareholders have transitioned um the ownership to, not the ownership but this the the functional day-to-day responsibilities to their key people and then in other cases you know they haven't done that at all so there's like this, extreme example of 1 that's completely out and the other ones you know are not out at all right and then there's some some in the middle of the road type of things or or a gradient along that where you know they're doing that they're working on it it's it's coming, butwhen I say it's time I mean it it kind of feels like hey I got to do some I got to do something different in this right and. It can feel like. The whether it's the job itself so if I go to the 1 extrait, obviously running a company is is can be exciting and fun but it also is work and if I'm doing that on that 1 side of things. I can be I can start to get just kind of like I've been doing this for this many years and I'm kind of worn out so when I say as a motivator for for shareholders to start thinking about this is this can be something that I want to do or think about.

[9:20] Um it's time means it is it's kind of we've we've kind of worn this out right and what I want to say about that, and it could be because the functional job responsibilities it also could be other things like they're just they're just ready to be like even though, you know not day to day they may be in a a position where they're really ready to turn over the ownership part which we'll talk a little bit about some of the reasons behind that um but it's time it's it's time to move on and and let you know as we go through this idea like how does that actually benefit the shareholder and then what are they trying to accomplish in that. 1 of the things about that is it's important to understand and this is more to say that when we look at it's time now for me to leave the longer that goes on. The more they get into this category of like I gotta go now right and there's this this I don't what I don't want people to do.

[10:16] Is go is wait so long. That you're like now I'm I'm kind of wanting I'm urgent or I'm desperate or health issue comes up like and that's part of our list of. Of things but we don't want to get into a place where you're desperate to get out immediately because to be honest, and everybody should be saying this in the ESOP world it is generally speaking not an immediate exit for someone. And so don't allow this to this part of your life to just creep into where you just don't deal with it and then it gets bigger and bigger and bigger for you no matter where you're sitting on that that spectrum that I talked about.

[10:59] The sum of that can be just purely I'm in the monotony of the sameness and I need to do something different right so some of that just keep that in mind as we as we think about it as we as we as we start to you know and understand esops better write 1 of the things that's true whether you're brand new to esops or not is that there is a sense of, giving someone a chance, to do something with this company that may or may not have that within your existing succession plan I mean you might already have the functional responsibilities there but we want to give them an opportunity to lead.

[11:38] And so the ESOP although it's different than a management buyout and so we want to be really really clear on the on, the differences here it doesn't mean that we're not going to want um someone to succeed Us in that functional responsibility how they get rewarded. You know is different like it could be under the management buyout if they're doing that versus an ESOP. It could be that that person that stepping into those that seat where they're like hey give me a chance to do this like I really want it. As a leader they may be compensated better as an MBO with direct ownership versus an ESOP and or the ESOP might be a better fit for them with a compensation, plan that includes you know a strong base pay with bonus they may be built you know building in this stock appreciation rights that we've talked about before. And so either way whether it's compensation what we're really saying for the motivator is that now the owner the shareholders are like look let's give somebody else a chance to to take over the Reigns of that, I think that's a very healthy thing and I think as we start off like connecting between its time there are things that that I believe.

[12:50] That we can't ignore in ourselves right so I think that there's things in there that start to kind of creep in and part of that is is a conscience that says Hey I'm. I really not just I'm not just tired but I really do see and value these younger people coming into the organization and I want to you know I've always kind of said this years ago you either lead.

[13:14] Or you follow or you get out of the way you can't do you really in an organization you can't do both right I can't I can't be the the leader. And then um you know and then try to do something different like oh I'm going to like let you come in and do a few things here, um so I'll follow you you have to do 1 of those 3 things and I think it's obviously it can flex but the point is is that if I'm going to get out of the way I'm going to get out of the way and I think with an ESOP. The opportunity 1 of the things I would say about the reason why ownership transition is so helpful for for companies for shareholders, to help them get out of the way is they no longer feel this direct obligation because they own the stock. Once they've sold the stock they're transitioning not only the the the role but they're transitioning the ownership and the ultimate responsibility that doesn't mean they're not going to have any risk right because they're still going to have some risk, based on the way a normal structure works they're going to have some risk based on. You know if the company um is going to borrow money and they're going to borrow money from the seller you know those those kind of things are going to elongate the risk that they're going to have, and that's another reason why you don't want to wait too long in terms of of saying hey this this is it it's time for me to do this.

[14:31] Um as we start thinking about that in terms of you know I kind of mentioned the collection of different people that I've worked with all these years and I've just kind of stuff starts populating in my mind and I think that's the the best stuff because it's like hey I saw. I experienced that and some of the conversations I would have with companies that we've gone through the ESOP Journey with.

[14:51] Really started with these conversations about motivation um in some cases I've had people you know really not want to I mean they just don't want to step down I mean this is 1 of my first esops I've ever done. They didn't want to step down from their role because I really enjoyed it and even though they're in their 70s they're like hey I enjoy working every day I don't really want to do anything different there. Um however I know for the way I'm planning my financials and everything else I need to transition the ownership part. And do that you know do that in a very responsible way and and this is what was attractive for them in the ESOP because it gave them an ability. To in a longer term perspective give back to their people who have helped them build but they didn't need the money anymore.

[15:39] They just wanted to do the work and that's really cool about the ESOP because you can when when we talk about motivations. I will say you know with all the people in my head that I've thought through on this podcast I will say it is genuinely different it's similar. But there are distinct differences because everybody's a little different you know everybody has a little bit of a different, you know take on life and what's important to them in terms of what mean is Meaningful as we as we go to the next 1 it's like okay so in some cases what's really meaning for people is to finally get to do. Um the thing on their their bucket list that they haven't been able to do because really there's it's really impossible or has been impossible for them, to walk away from all the responsibility and just go do that so it might be hey I I wanted to go I want to go travel for like half a year and just go do some crazy stuff, and not feel like I'm constantly being pulled back into the equation so.

[16:39] You know as I say all that it's clear that that if that happens you got to have people in place right you can't just go walk away for 6 months after you've done the ESOP but. The ESOP itself is going to be a roadto get you to that point. It's going to help you to get to that point now let me just say this you can always always do this without an ESOP right I can always succeed you know have my functional responsibility to be taken care of by somebody else I can still own the shares and all that so it's not like you have to transition ownership to do the management succession however. It is really hard when you own it to start to ignore it, not necessarily ignore it ignore it but you know it's really hard to be out in Europe for 6 months and be thinking oh gosh you know what what's happening with that new customer or that, new project or what what we were working on you know 6 months ago and now is it finished I mean it's really hard so I do think there is an element here that happens. Took satisfy that part of the equation for people to get like I'm just going to go and do that and so so that's going to be definitely 1 on our list of motivations as we start thinking about it.

[17:52] 1 of 1 of the things that comes up honestly a lot and this is where whether it's a partial ESOP which I think this is a popular way to go with a partial ESOP or a 100% ESOP is this idea that there is a.

[18:06] Um there's always risk with what you own. You know so this is this pure Financialyou know understanding of like if I own as an investmentum. If I own as an investment, you know the the main part of my net worth is wrapped up in all this stock you know everybody says like getting chips off the table whatever you know the idea is that that they do want to accomplish as part of their motivating factor you know to get. Financially more well-balanced in that and that can be really if you're and this is this is what I've seen and I again I'm going back to the motivations of of people um.

[18:46] This has been a kind of a good way to think about the partially esops is because I've had. You know 45 year olds and 50 something year old saying like I'm not ready to leave the business and sell my ownership completely right.

[19:01] But I don't want to continue down like where I have all of this ownership. Um I want to I want to 1 of my motivators is I want to get some chips off the table. And meanwhile do some other things with that right so what we're able to do with that is create some tax savings for the company um helped to fuel some growth increase the value as well so, you know so the category here is is I think it's a great way to mitigate the risk. Of having 90 something percent plus of your net worth tied up in a business entity and in that we don't know what the future is for anybody's company right and even though you might have a very very stable business. The trends are going in your direction. Um and this is not a speech on fearing the future but this is a reality like any company at any point in time can go out of business.

[19:54] Go back to Enron go back to Arthur Andersen like oh my gosh right you know when that was happening you're like what no no way Arthur Andersen would ever got a business boom you know you can go through it all kinds of examples of companies that nobody thought would ever go out of business and they're gone right. And so keep in mind I mean this is the this is a very real risk as a business owner and honestly this is the other side of the coin, this is something that can stop a management buyout if that's the the road you're going down when the the entrepreneurial person starts to suddenly realize.

[20:28] And they start doing the numbers that if hey we don't hit these numbers how are we going to actually afford to buy out this part of the company, um and so that is um risk itself is a is a motivator and mitigating risk is a motivator and what I love about esops is there's a ton of things we get to do to play with that concept, and make sure that you know it it really will be umpart of what we're trying to accomplish you know in the scheme of things to you know directly mitigate that risk and use and use these tools wisely you know as we as we start thinking about them um, and that's why planning is so important as I kind of digress a little bit I'm planning an ESOP is so important when somebody says to me hey I'm going to do we're going to do a partially up, I'm like I can't that's cool no it's going to be specifically 30% and this is how we're doing it and they haven't really done any of the actual planning and I'm not saying it's not going to end up that way, I'm just saying that you know planning is so essential to understanding things like.

[21:31] You know what's the discount for a lack of control and how does that work in relationship to the potential of a warrant, and how does that work in relationship to um the cash flows available you know and maybe you have even more nuances like a seasonal cash flow or you know you have different things happening with, the potential next couple years are a little more uncertain than what we had so so all of those can go into and more can go into The Upfront planning and so just a digression there but it's important to to think about it. Um as a you know as a form of banker and um I'm more of a finance person than I'm anything valuation person we all we think we think risk all day long 1 of the best things about getting out of banking to be honest with you is that I think when I left my career in Commercial Banking. Um and I'm not trying to be like negative but I I think a banker's mindset is very programmed towards everything's going to go wrong how do we get out of this thing right.

[22:31] I would say that some very few Bankers think bigger picture but they're they're constantly thinking about oh my gosh how am I going to get my money back what if what I just let you so. Keep in mind I mean risk is important I understand and there's risk and reward as well and so you have to balance those 2 things in your motivators to say hey this is this is definitely something that we um we've balanced between, in and I think specifically in the planning side right so sometimes people just don't know enough about. What the opportunity is with an ESOP to understand the reward part but we might step into this more about mitigating risk and then suddenly realize as we start doing planning. That there's there's other pieces of that that can kind of balance out the the the plan still accomplishing the mitigating risk but also building out you know some possibilities related to the potential rewards in the future.

[23:25] 1 thing that's come up and I and I'm going to say this this other this next section really is about shareholder issues you know in generalNow 1 of the things that that I know as a partner in a firm.

[23:40] And our business is a a CPA firm so being a partner a lot of experience is my 24th year of being with the firm a lot of experience in dealing with. Partner shareholder issues and, we've had Seasons where it's been really really hard right we've not got a partner group that hasn't been getting along really well. Um this was years maybe decades ago now but now you know it's good right we have a really good partner group but the point is. Is that that shareholder issue could be a motivator for people to say you know what. I just want to get out of here you know I'm tired of Bob or you know Susie or if you if that's your name I'm sorry but I'm tired of that person you know they've been really not. Working as hard as I have been or what's the dissension issue right what you know they they want to go in a different direction and I want to go to so you know it's very realistic to have from a business perspective, shareholder issues and there are just. And I'm I'm actually going to do a podcast on this because there's just so many right there's so many different things that that can be not so positive you know in the scheme of things and so.

[24:52] As I say all that I I have been approached by people in some cases where it's the dissension issues are so bad. That I'm like this isn't gonna I'm just gonna tell you right now if that's not going to work all right you're not gonna you're your problem and and the ESOP is not the key to the solution of the the shareholder sension unless. There's been very high level agreement like this is the way we want to go and we can negotiate the purchase price and then that owner is going to get paid out and then we're done right I would say it's kind of more on the rare side because if there are shareholder dissension issues um by degree if they're severe or you know close to severe then there's a problem in the company.

[25:36] Right you you have a culture issue that's going to probably, be way more way worse than you can actually imagine so what is it what happens with dissension is that it is a leadership problem that permeates the the organization and its toxic to the culture. So and when facing something like that my first question question mark or with the company and the shareholders is like tell us about the culture. Tell us what's happening you know how are your people if you guys do you know employee surveys what are the surveys showing like what what's actually happening you know, it the ESOP is not going to fix a bad, culture a bad shareholder dissension issue it's primarily a means to get somebody out and, let's just say the shareholder issues are people that are not involved in the company that could be different right if they're if they're kind of not day-to-day and they're really these are up here and we're not dealing with that but we got to be super careful you know with that. I always use the terminology when we do esops for multiple shareholders. 1 of the main goals I'm going to have going into that as the advisor is going to be um 2 words build consensus. Built consensus because we don't want to do something where somebody feels like hey that was not what we should have done I'm going along with it because whatever.

[27:05] My our job is to build consensus and, there's definitely an approach to that that I don't want to like get into today because it's just it takes a very specific strategy of communication and how we actually get the shareholders, on the same page and and nobody can guarantee that as an adviser like you're going to I'm not going to guarantee that I'm going to actually accomplish that. If we don't have that on our list of goals and objectives and planning these up then then I'm going to say something's not right right and if you're a company that has multiple shareholders and you're going out, to get the ESOP done the the advisor you're talking to they better be talking about building consensus because. That's a cultural issue if your leadership group isn't on the same page and it it may not be like all your key people but I'm talking about anybody in the company that's significantly going to influence the company if they're not on the same page with the ESOP then you're going to have some issues.

[28:05] 1 of the other motivating factors comes up all the time all the time and that is hey we've been approached by blah blah blah every week. We get approached by a new buyer and they want our company and you know and it's made me as the shareholder or as the owner, think about like the reality of it like maybe it is time for us to move on so so sometimes the motivator can be sparked by that and 1 of the things that that creates is this idea. Of a strategic buyer or a third-party buyer versus the ESOP.

[28:38] But it gets them thinking about that and they go you know at least it starts to motivating them to think about something I believe um is important to them and and I think it's really helpful for them to um. You know go to the people that they trust the most and start talking out loud and it could be another company that they know really well as friends. And talk you know start talking out loud um about you know what is important to them you know obviously with their spouse of course talking with your spouse talking to your family. Talking to other business owners listening to podcasts doing all that kind of research but it's the sole searching part of that that helps them but but it starts with that like hey I'm calling I've been called all the time you know maybe my company is worth something. Um that kind of thing so I think it's a good kickoff what are the 1 of the things I wanted to say um about this area of motivation.

[29:32] Is how important it is to understand the routes that are available to the company owners to, start to think about their ownership transition so. You know and this is a podcast on ESOP so our route and then we're thinking we're talking about right now is esops right I'm going to sell it to an ESOP and how does that whole thing work that's what this is all about. But when you are approached by a third party, it can be confusing for you and so it's just a it's another little bit of a tangent I wanted to kind of speak to and the confusion part is is what is that deal versus what it's an ESOP. You know what is that going to provide the company what do I give up what are the pros and cons there what is the pro what are the pros and cons to ESOP which I love and I think it's so healthy. Do do not ignore that part of it right um the best I I'm going to say this like the best ESOP deals I've had I think are primarily, when and when this is in the back of somebody's mind the best ones is when they've gone through this process they realize because of whatever reason the third party deal is not going to work.

[30:38] You know it blew up for some reason or they pulled the plug right at the end or they got down the wire they got down in the middle of it and it just wasn't going to work so that's always helpful because they know for sure that that's not the route they're going to take and, I tell people apples and oranges esops and apple a strategic or a third-party deals and orange right or vice versa the point is is there are 2 different types of fruit. And whatever that so keep in mind that's a good motivator and it can help you start asking good questions and do research and inquire and get and just get into it alright and don't and and don't ignore this because I think the motivators what I'm trying to say today about things is that these are all very very helpful, motivators to get you started on the journey to something right in this case it's a journey to an ESOP but it's going to these are motivators to start you on a journey. That don't you know don't keep ignoring it right because um let's just say rule of thumb if you're going to play on your exit be 5 years out write 5 years if you're and if you're within 5 years don't worry about it, do it as soon as you can but the point is is that you want to take the time to really understand what's best for you you you how many people sell their business 15 times know they sell their business 1 time and they want to you want to make sure it's done um the right way.

[31:59] So as we look at this some other things I wanted to kind of get into obviously health, you know if my health is not where I want it to be because I mean whatever reason I'm I'm in a season of life that's not good I've got you know some new bad report from the doctor. Um I'm getting corner just worn out I mean maybe I'm just working too hard whatever health is a motivator. And the idea is that you just want to be you know knowing that hey if my health that could be something that pushes me towards thinking about what I'm going to do, um what I'm hoping for as I say this is that it's not some crisis Health crisis that you're in and now we're going to think about the ESOP.

[32:39] So that's where I that's kind of what I wanted to say about like the idea of planning before you get there right because anything can happen to anybody at any time right and so, um It could be that you're that is your motivator and it could be that that could be just fine and you've got key people and you and everybody works through that motivator into the journey to an ESOP and and it works.

[33:04] Um I've had situations with other as we kind of think through the like some of the softer ones that hey I just want to be with my grandkids, you know um I've done all this traveling I want I just want to have more time with them and this is perfect for me just to kind of transition I can work Less in the business and more you know with my grandchildren you know that's super cool.

[33:25] Um another 1 that I thought of in in this approach to things and I'm going to be really really careful by saying this but I want to also say that this is a reality. And the idea is that sometimes the owner is, is they kind of know that it's it's time for them to pull the plug but the the organization starts to suffer and the key people can see that maybe they start losing some key people. And they realize you know. They're really honest about it and like okay and I don't and I'm not saying like the owners not valuable to the company but in some cases as time goes on sometimes the owner does become a distraction.

[34:06] And a an impediment. To where the company's actually going and how they're how they're supposed to grow and become the next level or whatever it is so sometimes it an ESOP the motivator is like look it's time to. You know and this is 1 of the things that I I I kind of struggle with because it's not like I can sit there and say Hey you know it's time for you to get out of the way right but at the same time if the owner knows that and the key people know that then I think it's a good motivator and I and I have seen this be super positive and and results, are there where now the owner sells the stock.

[34:44] The employees own it through the ESOP trust and things now because because what's happening is is the owner doesn't have, the legal rights to pull money out of the company for instance or the legal rights to you know get into it now the people that are running the company can can kind of do that with a clear Lane in front of them, without that potential happening and that's and that's I said that's a very um, difficult thing to talk about because you know sometimes in the organization you can't say that like nobody can say that about but I can say that on the podcast because hey now. Um1 thing is as as you evaluate these kind of motivators it's like yeah I mean sometimes people, could come back and say hey we've kind of met as a group and we think this and that could be cut back to a share shareholder dissension issue those kind of things but those are all realistic in the sense.

[35:38] So so as we close out this podcast I really wanted to kind of like lay out some of what some things that I thought and there's obviously a others I I can't ever kind of. You know capture every single motivator for for companies and you know notice I didn't mention the tax benefits of an ESOP Mo notice I didn't mention all the kind of like the fancy things, that people throw out of course they're all there right, but those I wouldn't say are the are my experience at the main motivators they're not necessarily the main things that people, immediately Say Hey I want to get tax benefits so I'm going to go an ESOP it's primarily these things that are are more qualitative, and not as quantitative so hopefully that helps you today we're you know whether you're stuck in a Time Loop and you're doing the same thing over and over again you know whatever you're doing um. Consider an ESOP and thank you for listening to the podcast today and and um if you do like this podcast and it's helpful to you share it with a friend, give us a good rating on whatever you're listening to that's always helpful for people go to our website if you have questions and we can you know take it there so.

[36:47] Enjoy today and we'll look forward to our next step on this journey to Nissan.