In negotiating fee structures, a business owner should consider the goal he or she seeks to achieve in hiring an advisor. An owner looking to sell a business as soon as possible and an owner willing to wait longer for the highest bidder will likely have different fee structures. Listen as we dive into what fees to expect and why before, during, and after an M&A deal.
Fee Structures - Revenue Rocket
Wed, 6/15 10:52AM • 40:28
SUMMARY KEYWORDS
fee, broker, deal, business, m&a, transaction, advisor, market, negotiate, retainer, pay, flat fee, typically, valuation, contingent, seller, sell, called, m&a advisor, contract
SPEAKERS
Mike Harvath, Matt Lockhart, Ryan Barnett
Mike Harvath 00:04
Hello, this is Mike Havarth, broadcasting live and direct from revenue rocket world headquarters in Bloomington, Minnesota. With today's shoot the moon podcast this week, I probably should go back and say who the heck we are. So for those of you who are new to our podcast, revenue rocket is the world's premier M&a brokerage and growth strategy advisor for IT services firms. With that said, today, we're excited to be talking about M&A fees, how they're structured, why they are, what they are, and what to expect as a business owner, who will be using M&A. With me today is my partner Ryan Barnett. Ryan, welcome.
Ryan Barnett 00:47
Hey, good morning, Mike. And thanks for having me on today. We've seen it in recently, we've just seen a surge in an uptick in our search patterns around deal fees and success fees and how brokers get paid in an M&A transaction. So today, it kind of wanted to take a deeper dive and help our audience, look at what it would take to engage a broker, for the most part on selling your company. Biocide has a little bit of a different flavor, but for the most part on selling, selling the company today, and dig into why it matters and what to look for and what to expect. And as you're calculating care, taking your firm to market, where you should start to look at what the take home value might be when you start to examine the M&A fee is related to that. So like I want to start out with some kind of to two really big questions and is Can you just help me understand the kind of brokers that are out there, and when it comes to fee structures on an ongoing basis, there's that kind of contingency and retainer fee type of brokers and let's start out with contingent brokers just tell me tell me what those are and and what to expect when you're working with a contingent broker?
Mike Harvath 02:06
Yeah, for sure, you know, there's a whole community of people, usually they're what I call sort of single individual proprietors, who purport to be you know, M&A guys, that, you know, like to get deals done or try to get deals done on their own. And this is, you know, that's the lion's share of the contingent fee. Community, contingent fee community are people that only get paid when there's a transaction and success is done and it's a success fee. And on the sell side, it's different on the buy side, we certainly can talk more about that later. But on the sell side, those contingent guys generally only make connections, they try to connect the dots, if you will, some of them might be really well networked and the market or know a bunch of potential buyers, and, and then they sort of leave the rest up to you. Sometimes they're involved in negotiations sometimes or not, but oftentimes, they just make a connection. And the challenge with that is that it's not vastly different than you sort of rolling your own. Like, if you were to do your own deal, and there is a very low probability, even if you're introduced to a potential buyer, that you will be that you will be successful. So actually, statistically only about a 1% chance that you're going to successfully get a deal done, if you do the lion's share of the work on your own. And I would say that, you know, most people, if they're gonna look at selling their company wants to have better than a 1% chance that they'll be successful.
Ryan Barnett 04:02
Yeah, and, Mike, I think there's a to just understand this, so the contingent guide, they're out there, they're, what we have seen is that contigent brokers oftentimes will promise the world to what they can tell to us to a seller, but they may promise let's say at 14 times EBIT that in a market that only support eight, but since it's only contingent, the seller is willing to do that because they're only going to pay in the times that the premiums are high. With that comes like the danger and risk of keeping a deal forever. You've got lockouts tails associated with that, that there's there's there could be a lot of risk and hanging your deal out there to someone who's trying to kind of to do that. So what other risks do you see with the contingent type scenarios?
Mike Harvath 04:54
Yeah, I mean, that's a good question. So you know, I don't I don't want to portray the contingent guys as being bad guys. However, there are a fair number of contingent brokers who are bad actors, they try to promise you the world and evaluation. But their real goal is to tie you up in an exclusive contract for a material period of time, for which if you sell to anyone, regardless of who you might use as other brokers or on your own, or whatever it might be, you have to pay them. And sometimes those tails are, you know, five years long. So you can imagine if someone were to say, hey, I can get you double market for your firm and their quote, quote on quote, gonna not charge you, and then you sign a contract with them and you're not gonna get real close attention to the contract. So you end up signing an exclusive lot kind of agreement that says that they will get paid their full fee, should you do a deal. And then that broker is not successful at getting double market or even, you know, above market, or even getting the deal done at all, as I've described before, and you know, what likely occurs, and then you have to end up paying them three years or four years later, a full fee, because, you know, you ended up going to market with a credible broker that could get the deal done. And that's a really unfortunate scenario, they end up kind of pushing you to the sidelines. And, you know, we think that type of contract, whether it's with a retained M&A broker, or contingent is really unethical, frankly, and one that you should avoid, for all intents and purposes, but we see a lot of snake-all salesmen in the contingent side who just promise very material valuations, they don't take the time and can't really afford to have the resources on their team to do a proper valuation of your business, which should be one of the first steps you do when you sign up with someone who's going to take you to market. And you know fact that against comps that are in the market and look at it, you know, in many ways, it's like a real estate appraisal, right? A Quality Realtor's going to look at what comps are in your neighborhood who's going to, you know, look at kind of the average price per square foot, it's going to vet your scenario and give you guidance on what a fair asking price would be, you know, credible broker, typically these are retained, and we'll talk more about that has the resources to do that work where a contingent does not.
Ryan Barnett 07:36
And it will I think, later on, we'll circle back to the that exclusivity clause, I think it's important for people to understand under the contract contract types and such, but kind of helps us help them understand and so to bring it up retainer fees. So what we're talking about overall, M&A fees, and some of those under a retainer agreement, what what's a what is a retainer fee? How much does someone expect when it comes to retainer, and what does someone get for it?
Mike Harvath 08:09
Yeah, and I'll address that before he answered. I'll just welcome Matt Lockhart, our other partner here at revenue rocket is also joining the podcast. Welcome, Matt.
Matt Lockhart 08:19
Hey, guys, sorry to jump in a little bit late. But you know, managing one of those other situations that we're talking about today.
Mike Harvath 08:30
Yeah, so to talk a little bit about retainer fees. So retainer fees are commonplace in the M&A industry. They're typically charged by you know, brokers that bring deals to market that have built a credible staff that is needed in order to represent that deal appropriately. And when we say credible staff, we mean people that have finance expertise that can help with your valuation, people that can do diligence on your business. So as prepared for sale, people that can build out the marketing needed to get you to market both for teasers and, and what's called a confidential information memorandum and other staff that can manage the process and help you not only find the right buyer by qualify them, and help you negotiate a transaction that needs or exceed your expectation. Typically, retainer fees are charged in one of two ways. They're either a lump sum retainer, which by the way, used to be the only real way that our industry operated, you know, 20 plus years ago, it was typically you would pay an upfront fee. That fee today is somewhere between 50 and $75,000. And then your M&A broker would take you to market and then they would also charge a success fee. But there's also been a Group have of M&A advisors that charge a monthly fee. And that's usually a little better aligned to companies that, you know, want to make sure that the works getting done on the schedule they want and making sure that everybody is delivering to, to the expectation. And so it's not a typical now to find M&A brokers that charge a monthly retainer, kind of on a month to month contract, if you will, and then they take you through a very prescribed process, until you get up until you get a transaction done.
Matt Lockhart 10:45
I like to think about it in the context that you need all of these parts to be successful. And any one of our customers, we, you know, we clients, we say, Look, you can hire people in these functions, there's experienced people out there, you can hire them, the idea that you can take just take somebody out of your finance group and and they're going to be able to do all of the work in valuation and comps and that's probably not realistic, because they just don't have the experience, right? But it's, it is the retainer is the enablement to outsource all of the necessary components to successfully deliver upon your merger and acquisition strategy. And that's buy side or sell side, right. And so, you know, you get best in class, full service, right, you know, capability at a fraction of what you would be paying if you were trying to do it by yourself.
Ryan Barnett 11:59
Yeah, just to add to that, when we typically look at what's included, within a fee like that, you're typically going to get some kind of readiness and packaging of what you need to get done to take it to market, you're going to look at a team that puts together the list, you're gonna go call and the actual execution upon the outreach and the marketing of your deal. You're gonna look at someone facilitating and negotiating the whole time pressing forward to loi and pressing through to getting kind of the best deal for you signed, and then from there support through due diligence all the way through close. So the kind of when you think about paying a fee, expect to pay that fee from getting ready all the way to the execution and finishment the finishing and final, final day that you're going to close on the deal. Yeah, great, I think we've covered kind of both there and see the risks of a contingent, it's really hard for a company on a contingent basis to put that support that a full company that has built in a upfront or monthly retainer, to execute upon a program. If we move to the backside of it, if you typically look at a deal, you're going to have some kind of either retainer contingent deal, there are different success fees that are used in this model. And let's just start with a basic. Mike, what is the success rate?
Mike Harvath 13:28
Yes, success fee is paid to an M&A broker, when you ultimately close it usually paid out of closing proceeds at closing. And there's specific reasons why it's paid that way. I'll just quickly highlight those and then get into how they're ultimately calculated. When a buyer acquires your business, they want to confirm that there is no potential risk of litigation from an m&a broker because you didn't pay them. And so the best way for them to do that is to make sure that the invoice for that success fee has been reviewed as part of a virus diligence, and that that payment is scheduled pursuant to close and the closing wires that closing. And most buyers will require that so just so you should know. And that's either paid from the buyers proceeds associated with the deal, meaning it's the responsibility of the seller, but oftentimes, it's just a reduction in purchase price to pay it or it can be paid alongside the transaction. From you know, sellers resources, sometimes it's paid at a working capital harvest. Sometimes it's, you know, maybe a direct buyer that happens at the same time that those buyers confirm was done so they mitigate that risk that a seller wouldn't necessarily meet their obligations. But how it's calculated is typically a calculated based on a percentage of the sale price, you know, the simplest fee is simply a straight percentage of the sale price is very easy to calculate. And sale price usually consists of the value of the cash, of course, it flows the value of any contingency. So there's an earnout what 100% attainment of the earnout. And obviously, the value of any seller note. So it would be the full enterprise value of the transaction, that's probably the best way to put it. Sometimes there's other fees that are considered part of purchase price. And those might be the excess working capital harvest, the only time you can actually harvest excess working capital from your business generally, is when you do an m&a transaction when you sell the business. And it takes some skill, and some art, frankly, to negotiate a maximum working capital harvest. And so oftentimes, brokers will ask for that to be counted in the sale price. Likewise, if do you involve a broker in negotiating your post close contract, whether that be an employment agreement, or a contracter agreement, and they work on it, then oftentimes, brokers will want to have that be considered part of purchase price that's fairly common to have those two elements aligned as part of, quote unquote, purchase price. And you should know that that that broker has to work pretty hard to maximize both of those things. That's why they're asking for a fee for it, it's not just a land grab, that's really, you know, to optimize your working capital harvest, and to optimize your contract was called someone's got to negotiate it and the best person to negotiate it is the person that's part and parcel to the transaction. There's also times when you may choose as a seller to take a very material employment contract in lieu of some of the consideration in the purchase price. And so sometimes that's done like someone may pay a seller three, or four or five, seven times what they've been making historically in compensation. But that compensation is kind of considered purchase price, right? It's sort of in lieu of purchase price for a variety of reasons, and some of which can be tax related, that they might choose to do that. So you should just be aware of that. So that the easiest way to think about it is it's a percentage of the sale price. There's, there's also some accelerators, you may have heard of a model called the Wayman model. I think it's funny that we're still talking about that, and how many years later, almost 15-16 years later, after Lehman went out of business, due to the financial crisis, but Lehman sort of built a model that is a tiered model that pays a certain percentage of the sale price based on some value or banding associated with the transaction. And the thinking there is that it creates an incentive for the broker to optimize the sale price. And certainly, as much as it does do that, you have to keep in mind that there's already a built in incentive, even if it's a flat fee, right? I mean, obviously, if there's a higher sale price, and there's a flat fee, you know, that broker will make more money, their incented to do so, if you stair step it with a Lehman model and typically there's four to five tiers of different percentage points based on the value of the transaction and its size. You know, there can be additional consideration, but they're usually only calculated in one of those two ways, and they're generally indexed. I shouldn't say that, I guess they're generally indexed on sale price, there are flat fees and minimum fees that come into play, but I think you'll find that those are more rare. Typically, they're associated with transactions that may be smaller in nature. And, you know, minimums come into play, for example, when maybe you're selling a business or a component of a business, and there's just a, you know, there's just a certain cost of doing business for a broker, they have to charge a minimum fee, and they put those minimums in place, you may see them you may not see them and a lot of it has to do with the nature of your individual business.
Ryan Barnett 19:56
It's great to see that the different types just to dig in that like a little bit more, kind of I hear the flat fee, or that could be just hey, you're going to get X percent. And and can you add Mike just to understand when we say x percent what's what's a general range that we've seen advisors charge with an income sources SV? Is this says 20 30%? Is it one 2%? And it helped me understand
Mike Harvath 20:25
No, it's single digit percentages, you know, you'll see fees anywhere from on the low end, probably 2% on the high end, 10%, particularly in a Lehman model. And averages for firms typically are three and a half percent or so, to 4%. But I have to add some caveats here, it has a lot to do with the size of your business, the percentages actually go up. Because if the purchase price is lower, the reason that is is because there are these minimum fees that a broker has to charge in order just to keep the lights on and to pay the freight right. So you should understand that it's not that you're being penalized for the firm being smaller, it's just reality of kind of where these be structures have to be, in order for it to make sense for a broker to bring you to market. Because, you know, there's a tremendous amount of work and effort and skill and art, frankly, that goes into getting these deals done all throughout the process. And it's a high touch process, and its why you know, you use a broker to begin with, is to enhance and dramatically increase the likelihood that you'll be successful. And I think in some cases, we see situations where people are a little bit penny wise and dollar foolish trying to either use a contingent broker, I use a broker and take the risks, that they have a very low probability of actually being successful in an effort to save money, and I don't know that that trade off makes sense. If you're serious about doing a deal, I think it's important to understand that, you know, your best path to success there is to use a credible, you know, m&a adviser, who's done it in your industry, and in our case, clearly it services and SAS you know, done it in your industry before has a track record of success and can bring the team to bear in order to help you get there.
Ryan Barnett 22:39
Yeah, right, right, if to dig into just one area here. So there's a fixed fee, and you're just gonna peg a percentage, it's not there's there could be a bit of inhabitants just to sell at any price. So if you compared to a scale model in which your brokers incentive to get a higher, higher model, the Lehman model sounds like kind of a progressive tax, which almost sounds a little complicated to, to companies to comprehend. Mike or Matt are there different success fee calculation on a kind of a scaled fee, kind of shared success?
Mike Harvath 23:20
Well, I think, you know, certainly, the scaled fee, I guess I would, you know, maybe argue that assumption a little bit, Ryan, because at a flat fee as a percentage of the sale price, there's always an incentive for the broker to get a higher price, right, it's built in, because if they for whatever reason, get $5 million more than the valuation for the business, then they're gonna get paid on that sale price increase at the flat feet. So if you're implying a sort of a minimum fee or flat fee, you know, that there'd be a logical, you know, site to sell at any price. You know, that that may be the case, but you have to understand that, you know, credible advisors going to do a valuation first with you, and they're going to be able to articulate what market the market base price is, or what they think the clearing price will be for your business. If they can't do that, I guess I'd be wary of using a broker like that, because they should be giving you very clear guidance on what that number is. And then you can know going into the deal, even if there's a flat success fee whether or not you know, you want to accept a fee that's less than what market base would be on your business. I just know something you gotta keep in mind. As far as a stairstep fee, it can be complex, particularly if a broker doesn't call out specifically what constitutes the fee calculation. So certainly there's ambiguity as to what's in the fee, right, and then there's a stair stepped approach. Boy, it can be challenging. And I think especially trying to figure that out in the negotiation phase, your contract can be tough, because you don't necessarily know what you could sell for, you don't, you haven't probably done a valuation, and in many ways, that's where a is a percentage that doesn't change can sometimes be a better deal, right? Because everybody's in alignment with hey, we're gonna do three and a half or 4% of the sale price, here's how we define sell price, let's go figure out what you're worth and then we'll all sort of go there. I think when you start trying to do a stair step fee without understanding the, you know, the concept of what your value will be, even directionally, it can be somewhat challenging for everyone, well, you could as a seller, you know, be happy to pay a very material fee if they get extra dollars for you, but you don't probably understand your value. So I think taking this, you know, in a measured manner, and understanding the pros and cons of whether it be a flat fee, a fixed percentage, or a tiered strategy, you know, it's pretty, pretty important as you're negotiating a contract with an m&a advisor.
Ryan Barnett 26:27
It makes a ton of sense. And to go back to my question that definitely for flat fee, the incentive is less primary for for a fixed fee, the percentage, the lowest for a flat fee, compared to a scaling fee, I think there's a tiny bit of incentive difference, but to your point, you're still going to pay more. So the higher the enterprise value, there's still an incentive there. We have seen accelerators and decelerator is based on picking a peg of the enterprise value in the market, on where everyone comes and agrees to a value, and then agreeing to the fee from that. We've done frankly, we've done a few deals ourselves that way, and we find that to be very successful as in aligns us to get the best enterprise value across all portions of the deal, the working, the working capital, high risks and play packages, the earnouts escrows, and the cash flows are. I think what's important point to make to Ryan is that, you know, I often say that, you know, selling a business, you know, it's not like a Turkish Bazaar, right, where you have a wide open negotiation, and you know, you can negotiate anything you want. There are some normative valuation ranges that make sense in a business. And it has to do with a lot of factors. And so, I think, you know, oftentimes business owners, particularly small business owners, of firms under probably $5 million, believe that, hey, my business's worth x, because that's what I need to either exit or retire. And it may not be worth that or anywhere near that. And I think as a practical matter, you have to be going into a transaction eyes wide open with what your real value is, and you certainly could start if you have ambiguity as to about where you want to go, or if you want to list is just do valuation, you know, hire a credible valuation advisor, to do evaluation, to give you what they think the market base price or clearing price will be in the deal. And certainly, there's a group great group of folks that do valuations, we do a lot of valuations every month on behalf of firms on the market as an example. And you have to be able to use a team that's credible, and who's done lots of ease in order to get to a number that, you know, would make sense. But I think you need to go in eyes wide open. It's not about you know, you can negotiate anything in the world, or anything's possible or any numbers possible, or the numbers should be this because I feel it's worth that as the business owner, and I think when you do that, then you certainly have an opportunity to be surprised if you will pleasantly when an m&a advisor or broker can enhance the deal for you as part of the negotiation or get a price that's higher than market depending on the situation, right? It's very situational, based on the buyer and the circumstances and the seller circumstances in the market, and in this, you know, 30 other variables that might allow you to get an above what we call marketplace value, and you know, back to your point, . And I mean, you could argue that the layman certainly incensed that in a meaningful way for the broker to go find that that But I think as a practical matter, those those opportunities aren't as readily available as you might think. Right? You know, it's not like you could add a $5 million purchase price, or $10 million to a purchase price on a firm that might sell for, you know, 15 or $20 million. Because, you know, you just have a situation where that could occur. There's ways to optimize the value and push the price up, and certainly get everybody aligned to that, and that's what we do as an m&a advisor. But you should just know it's not, It's not a Turkish bizarre. Absolutely, that makes sense. And just kind of the last couple of questions here. There's going to be other types of fees that are involved in the transaction. Today, we're kind of limiting the discussion to what to expect for an m&a broker. But when you're budgeting, you should take a look at, there's going to be legal fees that are typically outside of your advisor, there may be your accounting fees, that are big pockets, micromanage any other big fee buckets that someone should at least have in their mind, when they're considering a transaction.
Matt Lockhart 31:23
I think you got him, Ryan, those are the big ones, your advisor, your lawyer and your, your your accountant, and probably is the depending upon the level of readiness is kind of where some variability could apply in in those different fee structures as well. One of the things that we talked about a lot in previous podcast is readiness. And, you know, readiness makes a huge difference. And it really can have an impact on the arrangement that you want to make with with an advisor as well.
Mike Harvath 32:02
Yeah, and I would add that, you know, it's important to have a couple of things that sometimes people don't think about or they overlook, are, you know, it's very likely that if you're going to be selling your business, that this is your single largest asset. And that you need to have a plan for what you're going to do with the proceeds from the sale, which means you need to have a good relationship with a financial advisor, so that they can help you not only with, you know, where you might want to invest that money, but also how you plan to do so in a tax efficient manner. And then that also gets to sort of where you go with your accountant, your accountant is going to be heavily involved with the finance side of the transaction may even also be fielding due diligence questions along with, you know, if you use a firm like revenue rocket, our team and finance, which we certainly represent our clients and feel those diligence questions alongside you. But most importantly, looking for tax efficiency in the structuring of the deal. Lawyers generally will not weigh in on that it's not their expertise. And you want to make sure that you're thinking about tax efficiency early on with the structure, and not just assuming that like a stock deal or an asset deal or, you know, special special components of the of the IRS Code such as section 338, H 10. And others that apply that allow you depending on your situation, and the type of corporation that you you run, whether it be an S corp, an LLC, or C Corp allow you tax efficient modes to do a transaction. And I think not only do you need to have credible m&a advisors that understand these principles at a high level, need to get tax advice, credible tax advice based on your individual situation. And that can be a you know, pretty material investment. And I would recommend you do it versus guessing about what's tax efficient and the learning post transaction that it wasn't tax efficient, and now you're kind of stuck with it.
Ryan Barnett 34:29
Right, interesting. I can't kind of just want to bring up one point when you're going through the sale process. It is important to understand that if you're using a broker or an advisor, the and, is they take you to market and let's say you do use a monthly fee structure or even a fixed fee structure to kick off, those fees can be added back to your profits and should be used in EBITA calculation So if you're fretting, fretting about fees, that's one way to help mitigate that is that you'll be getting a payout on those fees. We've also seen advisors look at different models for fee structures, and timing on the retainers to help put some guardrails and risks around retainers and going in working with success fees. With that I can open up to maybe math is a great question for you is, you know, how does a broker earn their fee? No, why? Why is this? Why is this discussion? And what's the value that that someone brings? That, that it's not worth it?
Matt Lockhart 35:50
Well, they, if you asked 10 of our clients, you may get 10 slightly different answers, because each and every scenario is, is somewhat unique. But ultimately, at the end of the day, the scoreboard matters, meaning, you know, did, where you successful? And did you meet your expectations, you know, really financially. As Mike mentioned, you know, it can be the largest asset that, you know, is, especially within a founder led business, which is, you know, pretty traditional, you know, for, you know, sort of middle market, upper middle market, technology firms, I think that there's also a piece that is about peace of mind. And we get this consistently from our clients, that their ability to, you know, continue to operate the business, do what they need to do to participate in the process of, you know, selling your business, but also being able to sleep at night. And, feeling as though they've got people, you know, behind them, they've got a team behind them. That, you know, cares, not just about getting a deal done, but getting the right deal done, for the, for the other team members within the business. And, so, you know, Mike, put out the stat that, you know, most deals just don't get done without an advisor in play. So, you know, that value is, is, you know, pretty, pretty easy to figure out. But, but I think that the less tangible things matter as well.
Mike Harvath 37:48
nYeah, and I would add, Matt, that, you know, this is wildly called m&a transactions are widely called the most unnatural act in business for a reason, they are very, very difficult to get done. I don't want to sugarcoat it, that, you know, we are in a period, certainly a major consolidation where a lot of deals are getting done. In technology. There's a lot of drivers for that, including, you know, talent drivers and, and capability and market expansion sort of motions that are going on, that are driving a lot of the consolidation. But these are not water off a duck's back easy deals to get done. And I think when you're going to do something that's difficult, and I use an analogy, like climbing Mount Everest, you're probably going to hire a very experienced Sherpa to get to the top. Otherwise you risk not get there, right or having some bad outcome. And certainly the same thing is a risk in an m&a transaction. There's lots of landmines along the way, there's lots of holes, you can step in mistakes that can be madend there's a lot of negotiating subtleties that have to occur on a variety of topics. And so there's about 250 things that need to get negotiated from the time you sign a letter of intent until you get a transaction closed, you know, that at a minimum, that are material things that have to get negotiated. And I think it's very easy to get deal fatigue and get burned out, even with an advisor working side by side. But if you're, if you're rowing the boat alone, you know, I think the likelihood that you just ultimately are so distracted from your core business that it doesn't perform well and ultimately, your deal doesn't get done as sort of the worst case scenario for all things, so my two cents on that
Ryan Barnett 40:00
That all makes sense thanks Matt and Mike, this has been really helpful discussion. I think there's a lot of value in something that's relatively mysterious in our world. I'm glad for our transparency in here and trying to give people a good guidance. With that. That's all the questions I've got. I'll leave it to Mike to wrap up.
Mike Harvath 40:19
Sounds great, Ryan. Thanks, Matt. Thanks, Ryan. With that, we'll tie a ribbon on it. Thanks and make it a great day.