EP22 - Interview with Art Smith of DB Engineering

In this podcast episode, Jason and Makenzie interview Art Smith, President of DB Engineering, about the company’s transition to 100% employee ownership. The conversation explores the decision-making process between a strategic sale, management buyout, and ESOP, along with the challenges of leadership transition, communication, and building an employee-owned culture. Drawing from firsthand experience, Art shares valuable insights and lessons learned throughout the ESOP transition process, offering an honest look at the complexities, challenges, and rewards of navigating ownership transition in a growing professional services business.

Transcript

[0:10] Welcome back, everyone, to the Journey to an Aesop and Beyond podcast, where we seek to make all things related to employee stock ownership plans both accessible and understandable. I'm your co-host today, Jason Miller. And I'm Mackenzie Worth. And we're here with Art Smith, who's going to share about his experience and his company's experience with becoming Aesop-owned. And we've got a lot of fun questions to ask Art, and we have some interesting questions to ask Art about his Aesop journey. And so with that, Art, if you wouldn't mind introducing yourself and your company and tell us a little bit of the story of where you were and how you came to the conclusion that an ESOP journey was the right one for you to take.

[1:07] All right. Well, hello, Jason McKenzie and everybody. Thank you for having me on. I am the president and chairman of the board for a engineering firm called DB Engineering. And we're a mechanical, electrical, plumbing and technology company. We've got about 60 employees. We have offices in Canada and mostly out of Bellevue, Washington. So we're a Seattle-based company that has people located in San Jose, Washington, D.C. Area, New York, Boston, and around the country.

[1:48] About half remote and half in the Seattle area. So we've been around for about 25 years now. Our primary client base is people like Google and Microsoft and Walmart and the Pentagon and companies like that. We do mostly day two type activity as a company. We help people with mechanical, electrical challenges related to operations. So we work in the built environment. We don't do very much design, really no design at all. But what we do is we help owners with large portfolios use technology to bring in data, use a lot of data analytics. We have a lot of data capabilities in our engineering group and try to find ways to help our clients be more successful in their day to day operations of their facilities.

[2:45] And with large global clients, it's a really it's a fun, fun type of place to work. So. A lot of a lot of great challenges. Yeah. So we became an ESOP officially August 31st of 2024. So looking like just about two years ago. And our journey started probably in the around 2021, maybe 21 fairly heavily, with me getting addicted and becoming Phil Hayes, the Aesop guy's greatest super fan. And I got addicted to listening to podcasts of the Aesop guy. And that became really the basis and the foundation for me understanding what it was going to take to take our company from privately held three main majority shareholders. There were three of us, my partners, Doug and Max, and I own 90% of the company. And we were trying to decide what to do for a transition because Doug wanted to retire in a few years. And we looked at various options. And I always kind of felt like an ESOP was something I wanted to do in my career.

[4:06] And I heavily steered it in that direction the more and more confident I got that it was the right thing to do. So we took a few years to figure it out.

[4:19] But I think... Landing in 2024, you can maybe say a year earlier or a year later might have been better or worse, but it was what it was. And we had some really cool opportunities and we had a lot of great challenges with the whole process. But starting out with a really good foundation of all of the terminology and the different players and how they played into the transaction was, pretty well understood by me by the time we got into executing the transaction. So a lot to do with the help of Berman Hopkins and Phil, for sure, helping me out with that. So when I hear 2021-ish and then 2024 and then the dash in the middle, there's a lot of story in that dash. What was it that contributed to your patience in figuring out the right timing along that path?

[5:29] Yeah, there was a lot of trying to decide what was best for the organization, best for the ownership in the transition and the right approach for the people who are going to be taking over after. And there's a story behind that that's pretty substantial and we'll get into that in a bit. But really, I got my MBA back in 2009. I started it in 06. And it was in sustainability and social justice and got pretty good exposure to New Belgium brewing board members that were part of the faculty at my school. And so I was familiar with ESOP as a concept about 15 years before that and really was curious as to how to make that work. So about when I started getting into the ESOP, it was kind of a three-legged approach. It was third-party purchase from somebody, a large engineering firm or somebody that might be interested in aggregating us into their Borg.

[6:45] That was one option, strategic buyout, managerial buyout. We had a group of young executive up-and-comers that really were interested in buying the company.

[6:58] And they were openly asking for how do we buy in? And that was an option. And then the third one that we were seriously considering was the ESOP.

[7:11] And so I was kind of responsible for kind of getting the details on what an ESOP would do and then getting an early, about 2023, early 23, a couple of years into my understanding of it, we finally had kind of a preliminary valuation approach put together by you guys and Phil to say, this is kind of how it works. This is how you'd look at your forward projections. This is how you integrate, you know, your your different valuation methods. And it gave us a kind of a, you know, that looks that looks reasonable. It doesn't look like it's it's going to be half of what we would expect in another method. And it doesn't look like it'll be double, but it seems like a reasonable approach. So we kept it on the on the kind of the the list of the options that we kept considering. We went fairly deep into a couple of third-party strategic buyout opportunities and And they certainly looked like we would become them. They wouldn't allow us to maintain our culture and what made us unique. And I really was nervous about the fact that this is not a traditional engineering firm.

[8:29] We had a partner in a joint venture in Canada with a traditional engineering firm. And it's very difficult for a traditional engineering firm to convert from design and construction related activities to operations and life, total cost of ownership, life cycle renewal, that type of business. They are very project oriented. We tended to be embedded with our clients long term for 5, 10, 15, 20 years in some cases. And we by embedded we put butts in seats they actually sit at our customers offices and work as a as a supplement to their staff and that's been our business model for many many years and it's been really successful very different from any kind of strategic buyout consideration from an engineering firm the other consideration was maybe we're a technology play because we're doing all this data analytics and maybe we should partner with a company that wants to do more there. That difficulty there was they didn't understand the complexities and importance of engineering as a fundamental kind of principle behind everything we do. And I was worried that would become more of a, just a technology play, sell software and help us do that. And that we went, oh, that's not really what we want either.

[9:54] So because the uniqueness of the company, it kept coming back to do we kind of sell it to the management team in some way or do we do an ESOP and and in the end it uh in that so basically in that two-year uh.

[10:13] Learning curve or learning mode. We kind of eliminated strategic buyout. We considered the two options of managerial buyout and the ESOP approach. And my partners and I, Doug and Max and I would go on a golf junket every May down for Kentucky Derby weekend. We would go to Mexico Cove to play golf and discuss the future. And finally, we spent the entire four days talking about, okay, what are we going to do? And in the first three hours of that, the eventual one in early 2024, we made the decision we were going to do an ESOP. The rest of the meeting was what's the implications of what this is going to be when we have to figure out how the management team is going to take it and go from there. And so that's kind of how it all came together.

[11:14] That's a, and thank you for sharing the detail. A lot of clients, a lot of companies, a lot of founders have great management because it's part of what you've done to replicate yourselves in order for success to continue and expand and grow. Not every company has a management team that has been, uh, or that that's so vocal about wanting to, uh, to purchase the company. And I know that that that's a further detail in your story. Um, share with us a little bit about, uh, that, that, that place where that puts you and evaluating the ESOP versus how do we, how do we honor the desire for management to want to continue to be us? Uh, I think is probably one way to phrase it. Yeah. But walk us through that weighing of options. Yeah, and the real risk is if you say no, are they going to leave? If you say no to them and say that's not the deal we want to take, are they going to choose not to participate in the ESOP and leave and go on their own way? And that was hanging over us.

[12:30] And it was largely, can we do a deal that makes sense? Is it comparable to the deal with the ESOP? Does it give the ownership or does it give the company a culture of inclusiveness that's beyond what the three of us were able to achieve with our small limited amount of stock? We were sharing minority stock pieces with people, which was more or less unsustainable across the larger. The larger we got, the more unsustainable that stock option. We were becoming, when you're an S-corp with seven owners, it gets really, really complicated. And some have 20 owners. And I don't even understand that. I don't understand how that would work. We're doing business right now in probably 12 different states. And so from a tax perspective, um.

[13:27] One owner that is an ESOP trust made so much sense to us rather than having a future with 15 or 20 different owners in an S-corp. So that was part of learning how complicated our taxes were getting as individuals with our management team not really understanding those implications because they weren't really shareholders at that time. They became shareholders as we had a transaction that resulted in selling more than 50% of the company, but only for the moment that they were. We basically bought out our shareholders prior to the transaction being executed. Um, so they never really got the feel of understanding what the implications are of a $350 tax cost to Arkansas and making it, doing a $500 tax return for Arkansas because they have a, I mean, it just got so ridiculous. And so some of that stuff, yeah, I think you're, you're probably one of the, the only people that have undergone an ESOP transaction to simplify that. Right? Some part of your capital structure and the implications thereof. I know. It's crazy. What we like to say is that every transaction is complex in one way, shape, or form.

[14:54] But it is possible for an ESOP to simplify a current setup related to not just tax by not paying it anymore, but the implications underneath of that. Yeah, absolutely. And this, I can tell you the tax preparation this year was in hours, not weeks, because of the fact that it was just so straightforward in a 100% ESOP is a beautiful thing. So not everybody has the kind of complexity that we were heading into. But it and it wasn't really we had it. We just I just knew that was where it was going to be going if we didn't take this option. That was part of the challenge of the management buyout approach. And they could have certainly changed to a C-Corp and done things differently. But, you know, it was it was a pretty nice S-Corp arrangement. It was a pretty great approach that we had with the three shareholders. It was a little more complicated, but not too bad. If you were getting up into 10, 12, 15 people owning shares, that might have been a, untenable. So that was part of it.

[16:13] It wasn't really there was a gun to our head, but the feeling of not being able to make a decision because of a threat. And it wasn't malicious threats or anything. Nothing was happening like that. But knowing that it wasn't what they wanted long-term in their lives meant that we were going to go in a direct... We'd almost be like taking on a new product that they disagreed with, or that was a different approach to the company that they just didn't. It just wasn't going to fit with their, and this was three main people in the exec team, their ideal of owning a company and having their own shares and being the president and vice president, that kind of thing. We knew that was going to be a difficult transition. And it wound up being kind of instantaneous, which really was, you know, a benefit for us was that it didn't linger for a year or two. It was, and I appreciate that they came forward right away and said, no, this is not the direction we want to go with our careers and we're going to leave. And that then confirmed what we were concerned about down in Mexico as to What happens if that happens? So our contingency plans instantly went into play and get kicked in. It made for a very challenging transition.

[17:39] On top of what you guys know is the process of doing the paperwork and all the things that have to come together. We were also developing or creating a new exec team, solidifying the management team that was below the exec level to make sure everybody was, our clients were being taken care of and our key employees were taken care of. So it added a level of complexity to the transaction that we were up for. We had to be. We knew it was a possibility and we dug in and made it happen. And with the help of Angela Lamb, our controller, she really understood the financials and understood the things that we were missing, the gaps that needed to be filled and how to get them done and carried us through the accounting side of it. Which was critical. We didn't lose a, you know, a controller CFO person that might've been, uh, created an impossible situation.

[18:42] So, um, yeah, in, in the end, the part of the decision was we didn't like, like being hamstrung, not being able to do the ESOP because of this other thing. And we really truly believe the ESOP was a wonderful way to transition a company that's a services business, you know, it lives and dies by the success of the people that are in it. And an ESOP was just such a, we thought, a great approach to transition the company. So it's kind of how it went.

[19:19] And I don't know if I answered your question, but maybe that covers some of the challenges of deciding. And more. I do have to say that that position of knowing.

[19:34] If you chose one direction that important people within your organization would would go possibly go away and leave. What I'm hearing underneath of that is that your culture was very strong, that you have a culture of leadership because you were able to basically go down a level to replenish and pull up individuals that filled the vacancies that the other minority shareholders', choices created as they drifted away from the idea of the ESOP. And we often talk about that idea of personal succession and not just ownership succession being a critical element because you have no idea what's going to happen when this occurs. And one question that I think a lot of our listeners would also like to hear is, what else went into your thought process about pulling the executive team into the decision ahead of time? And you answered some of that, and we wanted to kind of flush out where they were feeling. But talk us through some other considerations on why you wanted to approach the transaction that way.

[21:01] Yeah, we're pretty open at the top as to what we wanted to do. And there could have been, for example, Doug was leaving, his shares could be purchased by two people or one person could buy him out and that kind of thing.

[21:20] And we didn't want to do it as an individual. We wanted the three of us to do something at the same time. So because we weren't just saying who's making an offer on Doug shares and you guys work it out privately, we said, no, this is a group decision with Max and Doug and I. We'd like to all have a similar opportunity to basically participate in the transaction as opposed to it's just Doug or it's just Max. And so that decision alone made it more difficult than to just plug and play one or two people on a small number of shares. We really... Kind of wanted to go, okay, Doug kind of made his announcement. We said, hey, you guys were interested in shares.

[22:16] Doug's going to move on, but we'd really like you guys to look at taking all of them and look at what that might look like. It was almost like the first place we had to start. And once you've started that, it was difficult to not, if you weren't going to take it, you had to run the risk of them saying, well, this isn't what I was hoping for in my career at DB Engineering. And we had to make that part of it. I can't imagine another way of doing this with only having two people talking to Doug privately and then doing the transaction that way. It could have happened if Max and I didn't want to be part of it and said, we'll take whoever wants to be the owner. But we had a relationship built over 10 years as partners. We had a previous partner, Norm, that we had bought out and Norm was retiring. And the three of us kind of had a, not a pact, but a mutual interest in doing the same thing. So that was number one that caused us to kind of open it up and say, what do you guys think about this as a thing?

[23:30] And I think the decision to make the ESOP go the route of the ESOP was that was the biggest leap at that point. The day we decided we were going to announce it to the company.

[23:44] And we gave the heads up to the executive team the day before, and they kind of prepared. And then I made the announcement to the company against a lot of recommendations by many of our partners in this transaction to, do you really want to announce it because it might not happen? You don't want to get people discouraged, that kind of thing. But we really didn't want a different outcome. We wanted to control the narrative of going that direction. And I couldn't have imagined doing this all on the side and then announcing that we just sold the company to you. I know people do that. And that's sometimes very closely held by two or three people in the executive level. And that was just not even in a consideration for us with the the style of communication and the culture of the company was such that we're open about what we're doing and we we were consistent with that as well so uh yeah that that's a little bit maybe that that hits on what you were thinking um how we why we got them aware and involved in the first place so.

[25:05] With that timing of communication, Art, how far in advance of closing your transaction did that happen? And did it create any, what kind of challenges or did it create any challenges and distractions while you were getting to the closing finish line with having to communicate that in advance? Yeah, announced on May the 7th or so of 24, we closed on August 31st. So a good amount of time. July, August. Yeah. It was, you know, three, four months beforehand.

[25:42] The amount of, I would say, chaos created from the response from the executive team was so substantial.

[25:53] That was the focus, not we're becoming an ESOP. And, you know, we worked with Diana on communication strategies and things like that. But this was such a different type of transaction because of the fact we had these moving pieces that nobody was really digesting that we just became an ESOP. Everybody was digesting, what are we going to do now that these people are gone? Right? And so we didn't have the traditional, here's what you need to know about it. And we did those things but it was under this this umbrella of um this company is going to be you know we're we're promoting these people this is changing this is happening where are you going to be um And solidifying all of that was the priority. And that's what you do in a crisis, right? Is you have to apply the tourniquet, you manage the problem at hand, client, client, client, client first solutions, and then get our people all on the same page. And it took us six months, I think, before people really started thinking we were able to share it in company meetings enough. And that's a really hard transition, I think, transitioning into an ESOP in general for the young employees. We were average age of 28 or 29 years old as a company.

[27:20] We were not dealing with half the company is going to retire within 10 to 15 years, and this is why it really matters. And that kind of thing we were dealing with a lot of people that you know you're talking about 40 50 years you know 20 30 years from now this is going to be important to you and so that worked against us on you know it was it wasn't that it was uh it it it did not have the fanfare that many of the announcements that go out with what we tried to do is communicate communicate communicate indicate clearly indicate this is what's happening. This is what happens next. The transaction closed. Congratulations. Now you're going to wait 18 months before you hear anything more that you probably really want to know about. We'll try to educate you on what this means overall. I will say that we have had people interested in our company because we're an ESOP. We've seen that happen. We have people that comment that this is where they like to be. They liked that fact that it's that kind of structure there. I have not seen anything, heard anything negative about why or how an ESOP is negatively affecting the company in any way. So.

[28:38] Does that help a little? That's awesome, yeah. And you also, you implemented your plan retroactively. So you closed in 24, but your plan, your first plan year was 2023. Could you see any excitement from the employees for getting shares, like kind of a year in arrears or having both 23 and 24 to look forward to, even though they found out at the end of 24? Yeah, but not much. I think most people were getting a small amount of shares at a very low valuation, very low share price because it's basically largely debt. And so our share price is low. you're talking about hundreds of dollars and not tens of thousands and and it didn't move the needle um the fact that we went 23 probably will help a half a dozen or a dozen people vest a year earlier and we started earlier but but it's it's um.

[29:52] Compared to the 401k contribution and things like that, it was a, it was, and I didn't over, we didn't overhype it either. So that was, I think, one thing that you got to be really conscious of is this is a long term and, and, and you know how these things are, it's very difficult to tell anybody what we project it's going to be. I mean, people run away from that in a hurry, but this is a long-term messaging story, not, hey, look at how much you got. We did not do a giant rollout. We did have difficulty getting our clothes done until November of 2024 or 2025 was our first, and we incorporated both 23 and 24 shares.

[30:39] And it was nice, but we didn't have a blowout kind of company event around it or anything like that. And we had just switched our 401k over three months before from a previous company to Fidelity. So we were pushing 401k and all of that kind of stuff. And this was just one more benefit piece. So I think there's probably some people in the company that really understand the potential of what it means. And I think that really what I'm excited about is August, September of this year, being able to go, all right, now we're tracking, we're going to have, I think, a really good jump in the share value, kind of in line with what kind of projections you'd like to be able to show, and I think it's going to be a real win this year coming up.

[31:33] I would caution people to not overplay it in the first 18 months because that would have burned us badly, I think. Clear expectations and consistent, constant communication we tout all the time. And what you're sharing is consistent with, it's going to take time for the concept to sink in, for understanding of the benefit to sink in, and for the employees to have a chance to shift their mindset from employee to owner. Yeah. But you are seeing some migration in that direction through those efforts? Yeah. And I think that we did another thing that I think was big this last year is we created a new bonus program around company performance. And the 2025 bonus, we have 50% of your bonus approximately comes from your alignment with our core values.

[32:50] That's a percentage of your bonus. If you meet the core values in a traction world of 0-1-2 type of thing, if you're a two across the board or only have one-one, you're going to get 100% of your values bonus. That's your personal bonus and that we we pay that bonus in november then we come along and and pay the.

[33:15] Uh 2025 company performance bonus in april and that performance bonus is is a formulaic these are engineers we're dealing with so they like to have any formula behind it and it and it's structured such that our salaries are our biggest cost by about 75 of our costs go into salaries And so we have, from our salary basis, we have targets for top line, bottom line. And we track that now on a monthly basis. We share it with the company quarterly. Senior leadership knows where we stand on that. We used and basically felt we had to do something different with our bonus program because we're now an ESOP. So it wasn't just telling them we're an ESOP. We're actually doing things differently because we're an ESOP. We felt it was really important to have transparency in our bonus program.

[34:14] And as based on your role, you understand kind of what percentage of your base salary and what your base salary is based on. And it was our first chance to, we're not just saying we're an ESOP and bringing it up in the meetings. Where we're doing things in the organization that make people realize we're doing them differently because we're employee owned. We can't just do, you know, like a popularity contest bonus program. Right. And, and as we've done in the past. And so that, that kind of thing was important as well. But I think that, the consistent messaging of also where we are in the process of coming up with a new, our latest share price.

[35:05] That has been something we've been communicating because you know how it goes. You do your year end, you give it to your CPA to do your taxes. You then take that and get a financial review, which you guys are due for us now, our financial review. Then after we have the financial review. We give it to the valuation firm. The valuation firm confirms everything. Then it goes to the third party. The third party administrator then takes it and does our census and does all that and makes sure that it's communicated properly on the rollout in this year's distribution meeting and information. We let people know all these steps that are happening. And this is where we are. We've done our taxes. We've given it to Berman Hopkins for our financial review. The financial review is done. Now we're, you know, when that happens, we'll give people an update that now we're moving into the valuation company is now working with it. They have a six week window, da, da, da. That I think is, it isn't financial awareness for education as much as it is business education. You guys, this is how business works and this this we try to translate like how is your salary creating value for your customer on this given project on this given day and this is how it all is connected to that share price and so i think we're doing a good job on that too that's such a great.

[36:34] Um best practice and i i.

[36:39] I think that that provides a lot of value and you don't have to share all the details, but keeping people aware of where things are in the sequence and what that sequence is.

[36:54] I can imagine that that provides a lot of confidence in the employees. I think it gives them contextual reasons to talk about an ESOP. It isn't just, we're an ESOP and, you know, we've got new shirts with, you know, 100% employee owned on the back, which is really nice. You know, those are important things, but you can't stop there. I think it's really helping people understand why get your timesheets in on time because these people are working on getting the valuation done and we're really critical time right now. Like it's connected. Everything is connected. So, Art, tell us a little bit about the administrative side of the ESOP now that you're nearly two years old and how things have maybe changed in the board frequency or at least the content and then anything related to committees. We have a lot of clients that ask around, what should we do about committees and then how do we incorporate them? And just give us some insight to the extent that you're willing to share on your process around those. Yeah, the becoming an ESOP required us to add an independent board member within six months after the transaction. I think we had six months in the first meeting within nine, that kind of thing.

[38:18] So that formalized our board structure tremendously. We had very little board function that wasn't just, hey, we need to do a resolution for this, this, or this. we'd whip up a resolution and we'd all sign it and move on. It was a functional board of the three guys that were primarily the, basically the majority owners, and that's how we functioned. So that really cleaned up our board role and our board process. And what I love about it is, as president, I'm reporting to the board. I sit on the board with Doug and Max and our independent board member.

[39:02] And when we're meeting, I really feel the separation of my role as president is to inform you as to what the activities, the executive team are, their compensation. The compensation committee on the board is quite active, understanding the bonus program, understanding the compensation for our executives. Um, those things are, are, uh, they're well, well-informed and understanding the strategic direction of those things, which was never something we would have done with an independent board. We didn't have an independent board member before. So that's nice that we're formalizing that. And we also invite our trustee once a year to come to our meetings and sit in and, And Bryce has been great to be able to participate in those as well. But formality of the board structure has been wonderful. And I will say the committee's function was –.

[40:02] And maybe I was wrong about this, but the primary purpose of the committee was to make sure the valuation is done in a way that we get a share price and they understand the pieces that go into that, not necessarily the details, but that process. And to be a sounding board for anybody that has concerns or like, why am I getting this instead of that? There's some function there. Angela Lamb, our controller, wound up being our chairman of our ESOP committee, which made it kind of what she was into anyway. So it was a little less structured and formal. Going forward, our independent board member, along with the ESOP committee, are going to start having, I'm working with the independent board member to be able to, Ted's going to start participating and making sure the committee is doing committee things that they're supposed to be doing.

[41:03] I was kind of at arm's length to it. I didn't guide it. And I was kind of guiding everything of the ESOP transition. And I wasn't really wanting to be that person that got telling them what to do and how to do it. And so I think Ted's now well in the board. He understands the compensation committee role. And now I think he's going to take an active role in participating or holding the committee accountable.

[41:35] But I really love being in a much more structured environment. I will say also our accounting systems, the way we've addressed budgeting and monthly reviews, quarterly reviews, everything is so much better now that we've moved in this direction. And I would hate to think what those old ideas that would have been carried over in a management buyout of just going the same way, because that's the way it's been done for 25 years. It was wonderful to get our books in order for formal reviews and understanding we're a cash business for tax purposes. And we have to convert everything to accrual. And that's a whole world. And I mean, that's a thing. And anyway, it's been really, really great, though, to get a good handle on how we're operating financially. And we've had a really, really our best year ever by 70% bigger than our previous best year. This in 2025, it was a wonderful year. It's awesome. That's awesome. It's nice to hear that it's... I might have wanted to delay the sale for two more years. It might have been. I'm just kidding.

[42:58] It was it is what it is and uh we're looking pretty good for this year too it's still it's still early but hard to believe it's half over almost but yeah, awesome i think i have one one final question unless jason jason may have another um but what would be one piece of advice that you would give to an owner or group of owners that are We're currently exploring the idea of an ESOP.

[43:29] The probably then the one piece of advice is don't listen to people who don't know what an Aesop is because it's so easy for people to throw bullshit, so to speak, around that have no clue and they derail people like us. And I think that's a disservice to humanity. Yeah. My feeling is you've got to get a trusted ESOP specialist to guide you and advise you. And ESOP is a fabulous choice for so many opportunities that it never gets to be, they never get to see the opportunity potential. Awesome. Well, thank you so much for your time today, Art. I think everything you've said today has been super valuable. It's a great unique perspective as well, too, with your your circumstances and everything that you went through leading up to your journey and and beyond.

[44:38] So we appreciate your time here today. And to our listeners, thank you for listening. If you like this episode, please remember to share with a friend, subscribe. And always you can interact with us at journey to an ESOP dot com. Thank you.