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Accessing Capital In Accounting with Eric Rabinovich
Ep. 46December 19, 2024· 39 min

Accessing Capital In Accounting with Eric Rabinovich

In Episode 46 of the Big 4 Transparency Podcast, I’m joined by Eric Rabinovich, VP at Live Oak Bank, a bank with a specialized branch for accounting and tax firms, helping them access capital for M&A transactions and operating capital. In this episode, we explore options for partner buyouts, ESOPs, firm acquisitions, and firm working capital all through SBA loans. Follow Eric: LinkedIn: https://www.linkedin.com/in/eric-rabinovich-pmp-651a0516/ Get in touch with me: Website: https://www.big4transparency.com/ Newsletter: https://big4transparency.beehiiv.com/ Email: dom@big4transparency.com Twitter: https://twitter.com/B4Transparency LinkedIn: https://www.linkedin.com/in/dopiscopo/

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Hello, and welcome to the Big Four Transparency podcast. I'm joined today by Eric Rabinovich, VP at Live Oak Bank on their professional services team. Welcome to the pod, Eric. Thank you, Dom. Pleasure to be here and really appreciate what you're doing for the industry. And I've listened to many of your episodes, so I'm happy to be here and hopefully help some folks out there who might be thinking about getting a loan and what that looks like. Yeah. Well, thanks a ton for the support, first of all, and yeah, I've been, we've been connected for a while. I've been kind of looking at everything you do and I just kind of recently had some conversations with either people whose bread and butter has been, you know, acquiring firms and kind of rolling them up into their existing entities or kind of some private equity plays and things like that. And it kind of really got me thinking like, Hey, I've, you know, I've been following this guy who's in that kind of, you know, really in the weeds of what that looks like. And yeah, so I figured we could have a really kind of good conversation on what, what this actually looks like in practice. So to kick us off, why or would you and or Live Oak want to be like specialized specifically in professional service acquisitions? Yeah. So it's a great question and it gets to the origin story of Live Oak in the first place. So Live Oak started in 2008, which as an aside, interesting year to start a bank, what was going on in the financial markets, capital markets, but they started in 08 and at the time they just started lending. It was just a lending institution for the first decade and they were just lending at that time to horse vets, equine veterinarians. And so that was because the, one of the founders, Chip Mahan, his father was, was in the industry. He understood it. It was a lower risk, high barrier to entry. And basically horse vets paid their loans on time and paid them off or prepaid them. But over time, the bank added more and more industries using that same ethos and started off lending to dentists, to doctors, they added in a family entertainment centers. So we called it Live Oak 1.0. There was a short list of these core industries that they viewed as lower risk, lower default rates. Fast forward to 2017, they decided, and they were adding a handful of industries every year. So fast forward to 2017, they decided professional services made a lot of sense, CPAs and accountants. There's the, at that time, we're in the thick of it now, but at that time, I think they saw the impending silver tsunami that you may have heard about with the number of baby boomers who are retiring. And we viewed it as, as a similar to the previous industries I mentioned as a, as a lower risk industry, very much in demand, necessary service, right? Every small business typically needs an accountant or a CPA. So that was the origin story for the team. And since then, I think we've closed close to 300 million in SBA loans for accountants and CPAs, most of which are acquisition. But that's the sort of background for why we'd want to get into it. And we have other, to be clear, we have other industries the bank specializes in. If you go to the website, you can see at this point, I think we're up to around almost 40 discrete industries where we have like myself and Steve Piatkowski, my colleague, they just focus on those industries, just like Steve and I with accounting and CPAs. So just- I mean, that's a great approach. Yeah. And like you yourself, like you have a background at PwC. So- I do. I do, yeah. So you like clearly know the language, which like, you know, when you're dealing with someone, I feel like that's kind of half the battle is that they like properly understand what it is you do. A hundred percent. And if you look at these other teams at the bank, we would, the idea is to have someone who comes from industry, whether that was, you know, a few jobs ago or when I started at the bank, just as a quick aside, I was helping stand up our government contracting team. I'm from Washington, DC, and I don't do that anymore. We still have that team. They still support government contractors, but I was hired directly out of the federal government. I was a contracting officer. So I got hired as a domain expert to help stand that team up. And so we do a similar thing with these other verticals. We bring someone from industry who has that expertise, who can talk the language, who understands the industry, because that helps a lot, not just with respect to talking to the customers, but it also helps us as a bank to evaluate the risk of a deal, right? There's certain things. If you're a generalist lender and one day you're talking to a dentist, the next day you're talking to a manufacturer, you're probably going to miss a lot of things, right? There's just a lot of industry specific risk that you might otherwise gloss over. So that's, that's, uh, it's served us well at LiveOak. And then, so when we talk about accounting being a little bit of like a lower risk type avenue, so there's kind of two questions that I have about that. I guess the first one being, yeah, it's lower risk from like a business and operations perspective, but not necessarily from a lending perspective because there's no like real assets, um, other than, you know, maybe a whole bunch of Herman Miller chairs and stuff like that, but, um, So yeah, yeah. Expensive chairs. Um, so how does that kind of get reconciled within kind of like the bank? I think you mentioned something previously when we were speaking about it being like a loan based on cash flows and I'd be curious to understand that. That's right. So, so it's important to know that the SBA 7A program, which is primarily the product and the program that we use when we're working with CPAs and accountants, there are some other programs at the SBA that folks may be loosely familiar with. There's the 504 program, which is mainly used for real estate. There's some direct lending programs like the EIDL, the emergency injury and disaster loan program. So that's a direct lending program from the SBA 7A, which is, is primarily, I think what we'll focus on, it's a cashflow based lending program. So what that means is unlike a typical conventional loan scenario where a bank, they'll look at cashflow, but they're really going to look at the balance sheet and they're going to look at the collateral and the assets with the 7A program, you don't necessarily need to have any collateral. And in many cases there isn't much collateral. Now I will say there's a requirement in the SBA 7A program where if a borrower or a guarantor owns residential real estate, if they have a certain minimum amount of equity, so 25% is that number, they have to pledge their home generally. There's exceptions to this, but that's a requirement. But if let's say someone rents or they're below 25% equity, they don't necessarily have to pledge or have any collateral and the bank can still make the loan. And the reason is we're going to look at the cashflow of the business. Does the business generate enough cash, whether we're looking at it monthly, annually, but does it generate enough cash to cover the debt service tied to the principal and interest loan payments that are due every month? And that's really the focus for us and pretty much every other 7A lender. So that's what allows us to get comfortable with lending to a business that's pretty much all goodwill. If the business can support that debt and we feel that it's well-managed, well-run, we trust the guarantors, they have integrity. One of the things we do is we get in front of every borrower that we make a loan to. We're a fully digital bank. We don't have any physical in-person branches or offices. We'll fly out to where the customer is. We'll look at them in the eye. We'll get a sense of if we want to do business with them. And then if we feel comfortable, we'll move forward. So that's maybe a little bit unique, but that's our approach. And like I said, it's served us well and we really just love the industry too. If you look at all of the industries we work with, I think you'll see a pattern where these are typically indispensable services that people really rely on and need in their day-to-day lives. And that's why we like working with them. Yeah. Yeah. We specialize in loans for e-commerce shops selling crystals and stuff. That's right. Now, I will say we have a generalist team where if a particular opportunity doesn't fall into one of these existing verticals or industry teams we have, like the team I'm on, then that team will pick it up. They're based all over the country, based on geography. And if the deal makes sense, if it's a strong business and there's a naughty list that the SBA has where casinos, if it's a purient, you can't do a loan to that type of business. But if it's not on that list and it's a sensible deal and it's not one of those existing teams, we'll probably get comfortable with it. So it's sort of a catch-all, but yeah, that's how we attack it. And I know other banks, they have their own approaches. Some of them handle it based off of just product. They have conventional, they have the SBA team, some of them are generalists. So different banks attack and go to the market in different ways. And I mean, that makes a lot of sense with the need for industry specialists at that point, right? Like if you're being asked to make a judgment call on the business as a whole and its ability to repay cash flows, yeah, of course you then need to understand the accounting industry. Which kind of brings me to my second question about the low-risk element of accounting firms is, are certain firms and maybe revenue streams treated differently than others in the sense of a really popular kind of emerging trend in firms is CAS practices because of their recurring nature. Tax is somewhat recurring, but if it's more kind of transaction basis, it might be a little bit less versus like advisory might be much less reliably recurring. So are those kind of treated the same or is that really like looked into as well? Oh, it's absolutely looked into and in a number of different ways. The implications of the revenue or what we'll call, I come from, once upon a time I worked at PWC, we call them lines of service, right? You had assurance advisory tax. So not only are we going to look at that differently, but it's going to actually impact the value of the business very drastically. And so while we don't get involved in the value of the business directly, the general range you see in this, what I'll call lower market, small business segment of the market, is while we're all hearing a ton about private equity getting into the space, private equity currently they're not looking at a $500,000 sole prop or schedule C tax return, tax preparer, or even a million dollar bookkeeping and tax shop. I mean, they're moving more and more down market. So we might not be that far away from them looking at those types of firms. But my point is that the value of a firm, depending on what that firm does, it will fluctuate pretty significantly. So if it's a smaller, more individual tax prep based firm, so let's just say they just do 1040s here in the States and it's no bookkeeping, no advisory, no cash, that's potentially going to be as low as 0.7, 0.8 times revenue for the purchase price. And there's a lot of reasons for that, to your point. It's not recurring. The seasonality of the revenue cycle over the year can be risky. It puts a lot more strain on making sure there's working capital to cover the slower months. It's not uncommon to see a business that makes most of their profit in three months and then loses money for the rest of the year. And I know there's nothing wrong with that, but that's a risk you have to be wide-eyed and aware of before you make a loan to a business. So conversely, on the other end of the spectrum, if we're talking about a firm that does a lot of bookkeeping or they have some more savvy billing practices where it's more smoothed out over the course of the calendar year, that can command a much higher multiple if they don't have a physical footprint and they're virtual and they have customers distributed across the country, they have employees all over the country, that adds a ton of value as well. You don't necessarily have a high-cost lease you have to pay every month. You can use labor cost arbitrage, maybe hire some CPAs from parts of the country where the cost of living is lower. So there's all these things that serve as levers in terms of lowering or increasing the value of the business. And so that's going to directly impact how we look at it in terms of what the cash flow is, how much debt can that business support, right? The more margin a business generates, the higher the debt they're going to be able to support and service. So that's a big factor and the valuations are probably where we see the biggest impact. Everyone wants a virtual firm. Everyone wants these high-margin businesses. But as a result, those valuations are much higher, sometimes as high as one and a half times revenue. Yeah. And they're easier to integrate too for acquiring firms and all that. So we talked about this a lot in terms of M&A activity, but realistically, could these loans be used for either investment in technology and staff? Because that's often when a firm takes on private equity investment. Often it's that, right? It's like some partners want to prioritize partner distributions, whereas other partners are like, no, we need to invest in growth. We need to invest in technology, better talent, whatever that might be. So if a firm wanted to do that with leverage instead of external private equity, how would that work? Yeah. So it's a great question. We get it asked often. While most of what we do tends to be mergers and acquisitions, it's not the only thing. So working capital is probably the second most common request. Less common after that, commercial real estate, if maybe you have an opportunity to buy an office suite or the building you operate out of. We love those. There's collateral with that, but with working capital, it's a bit unique. It's a risk, right? You don't necessarily have the asset. You don't have the cashflow from a new business you're buying to support that loan that you're making for that acquisition. So we can do these working capital loans, but they just require a bit more scrutiny. And really at the end of the day, the most important thing is that based off what the loan amount is, and we can talk through this, but one of the first questions I get asked is I'd like a loan. Can you do one? And how much can I get? Our founder, Chip Mahan, says really customers care about just two questions. Am I approved? And when do I get my money? Well, the answer to the question of how much can I qualify for, it's going to come back to this cashflow. It's a cashflow-based program. So we're going to look at your tax returns, we're going to look at your interim financials. For my team at LiveHook, we generally need to meet or exceed a 1.25 debt service coverage ratio. So what does that mean in layman's terms? So it means for every dollar of debt that you're paying annually, we want to see at least $1.25 of positive cashflow above and beyond that. So what we're going to do is we'll look at the last few years of tax returns, but let's just say for the sake of a simple example, if the annual debt service is $100,000 for a loan, that would be a fairly small loan. But if you take that, we want to see after all expenses, after the owners paying themselves a salary, which we also have to take into account, there has to be at least $125,000 there to be able to service that loan. And there's a little buffer built in, in case things don't go according to plan, you lose some customers, there's some attrition, that tech implementation that you were trying to cover, maybe cost a little more than you planned for. So we can do it, it just has to pencil out. And so I think we'll want to really understand what the purpose of the funds are. So we'll ask them to prepare a budget, right? Is it being used for technology, for staffing, and you can use it for multiple things. But they are harder, I will say, most often when I get asked about working capital loans to be perfectly candid, it's typically very early stage companies, or companies going through a rough patch, where maybe a partner departed and took a bunch of clients with them and they're trying to rebuild their book, or they're new and they just don't have enough cash flow yet. So they need cash to make those investments, whether it's marketing or staffing. And those are hard to pull off, because if the business isn't already profitable, it's very, very unlikely we will be able to do a working capital loan. I will say there are banks out there who have a higher risk tolerance, and who are comfortable doing projections based deals. An SBA 7A loan can be done on a projections based basis, but it's hard. Not a lot of banks want to do that, it's a higher risk type of loan. We're not big on that, but that doesn't mean that we're not the spokesperson for the entire SBA lending industry. So there's banks out there who probably would do that, but you might have to talk to a handful before you hear a yes. And with it being, when you say it's more difficult and all that, is it typically going to be higher rates as well? Or how does that work with SBA? Is it typically pretty standard, because it's government adjacent? I will say that the general pricing you'll see on a 7A loan, so there's two main factors that will impact it. One is the loan amount. So there's an inverse relationship between the price and the loan. So as the loan goes up, generally the loan amount, the interest rate, we have more flexibility, and we can generally be more competitive. The smaller that the loan becomes, typically the higher the rate becomes. So if someone's only looking for 200,000 or 300,000, the interest rate can be as high as prime, the Wall Street Journal prime rate, and we add a spread, that's sort of the industry standard for pricing, might be as high as prime plus three, prime plus two and a half. For a one, two, $3 million loan, you will often see prime plus 50 basis points, prime plus one, prime plus one and a half. So there is an inverse relationship there. One thing I want to mention is last year, the SBA changed a lot of rules. And some of it was received very positively. Some folks, mainly on Congress, weren't as thrilled. But at the end of the day, we have a new administration coming in here in just about a month, and so the rules are certainly likely to change again. But my point is, one of the rule changes last year is they streamlined, they gave SBA lenders the ability to streamline how they underwrite loans 500K and below. And that's really, really important here in the context of working capital loans, but also just smaller dollar loans, which up until that point was a really neglected part of the market. And SBA lenders often wouldn't really get involved in a loan if it dropped below, if the request was below a certain amount. Because up until those rules were changed, the SBA required us to essentially underwrite those smaller dollar loans as the same way we underwrite a million or $2 million loan. And the cost curve there made no sense. So a lot of SBA lenders would say, look, if you're looking for 400, 300,000 or below, we unfortunately can't help you, good luck. And that's totally changed. So we launched a new product called Live Oak Express earlier this year, loans up to 500,000, we can underwrite and fund in some cases in as fast as a few days, which has been a game changer. And so we're not the only bank who's doing this, but it's been a very welcome change because you shouldn't underwrite a $100,000 loan in the same way that you underwrite a $2 million loan. It doesn't make sense, right? You're not going to put the same level of resources for a client who has 110.40 as you would for a client who owns a conglomerate and has 50 entity, right? That's kind of what the SBA was telling us to do before the rules changed. So that change, I think, is really important to emphasize because it's allowing a lot of these smaller loans that otherwise probably wouldn't have gone the SBA route to actually get looked at and to be made in many cases. And so just to provide a little bit of understanding on what SBA is, so essentially it's the government stepping in to say, we will basically guarantee these loans. And so it greatly reduces the risk profile with the bank, which means you can get lower interest rates, right? 100%. It's a government guaranteed lending program. So the bank making the loan, they're actually funding the loan. It's their cash that they're giving to the customer or lending to the customer. They're doing the underwriting. And in many cases, they're the ones carrying that loan on their balance sheet. And so a loan on a bank's balance sheet is an asset, a deposit is a liability. And so that's the way the program is designed. Some people mistakenly think, oh, it's the SBA making the loan. And there are direct lending programs, but the 7A1 is not one of them. And yeah, there's a lot of misconceptions out there. But the best way to think about it is the SBA sort of paints the target, gives everyone what the rules are, and we all have to follow it. But yeah, the bank's making that loan themselves. And what's the level of personal guarantee or personal backing on that? Any owner of 20% or more in a borrower has to provide an unconditional and unlimited personal guarantee. So that's a common sticking point with some folks. That's arguably one of the more, I would argue if someone's not willing to go for or apply for an SBA loan, that's probably one of the more common reasons. They don't want to provide a personal guarantee. And so obviously, if you're doing a conventional loan, there's more flexibility with the bank in terms of whether they're going to require someone to provide that PG. But yeah, 20% is the threshold. And then sort of related to that, there's an equity requirement that can come into play as well, which is typically 10%. That's more in the context of an acquisition. However, the cool thing with an SBA loan that doesn't really exist in the conventional lending world is you can use seller debt to count towards equity. So there are cases where someone meets that 10% requirement and puts very little of their own cash in, either because they have most of that in the 10% minimum met by the seller note, or they have an investor that they've pulled into the deal. We always like to see the customer, the borrower, put their personal cash in, right? We want them to be committed, invested in the business and to have what we call skin in the game. The beautiful thing is there's a lot of flexibility there with how the program allows that equity requirement to be met. Interesting. It's cool hearing these programs. We have some equivalency in Canada, but a lot less aggressive, I would say. We talked about rates earlier. I think it's not quite competitive with what can be offered by institutions like yours. But it's still cool that that is available here. But I do feel like that's a huge driver. Programs like that is a huge driver for the entrepreneurial spirit in the US. It's very admirable that that's a program that's up and running. I feel like that's just a tremendous opportunity for business owners or would-be business owners, for sure. I could not agree more. I talked to a lot of... I mean, DC is a very transient city. I have friends from abroad and a good friend of ours here. He's French, his wife is Ukrainian. And I ask them sometimes, we talk about work here in DC, unfortunately, probably more than we should. But yeah, it's quite remarkable to hear how you don't see, as far as I know, similar programs in a lot of other Western nations. And I think it's something, as an American, we shouldn't take for granted the fact that we have this entrepreneurial ramp up option to really help drive growth, drive small business creation, job creation. It's fascinating and to be celebrated. But I think a lot of people take it for granted because, yeah, many countries don't have this option. And so it's a lot harder to buy a small business to get a loan. You have to get maybe more creative. Yeah. And are you seeing a lot of activity of people buying out other partners of their firms using this? And if so, does that fall into the camp of a working capital loan? Or is that kind of like, because they're buying equity, is that more like the type of loan for an acquisition? It's a really good question. And it's also a very timely question. So last year, for the first time in the program's history, one of the other changes that they unveiled is partial changes of ownership, which allows buyouts. And so that was a huge deal. You could do partner buyouts before then, but the partial change of ownership was, you basically, someone had to be buying out all of someone's equity. And so now you can do partial buyouts, you can do multi-step buyouts. And in fact, on Monday, so just a few days ago, the SBA put out a procedural notice clarifying some rules as well. And one really recent hot off the press change is that whereas partial changes of ownership last year had to be done as stock sales, they're now allowing them to be done as asset sales, which is a pretty significant change. Just allows for more flexibility. But to answer your question, we view it more as a change of ownership. And so the one caveat, of course, is you've compared it to how we look at a working capital loan. Unlike when someone's buying another business where there's a separate P&L, and so therefore, presumably more or additional additive cash coming into the deal, you're not going to have that. However, keep in mind, if it's a true buyout and the partner who's selling is out of the business, there's ad backs, right? We can add their salary back into the cashflow. So that'll help with the numbers and covering the debt service. So that's becoming more and more common. I just had a conversation a couple of weeks ago with an owner where there's quite an age disparity between him and his partner. And the partner is slowing down and wants to, I think, pretty soon retire. Not as interested in investing in growth, more interested in sitting back and just riding it out. And the gentleman I spoke with, I think he was in his 40s. He had all these really aggressive ideas for we need to do this and that and grow. So I don't know how common that is, but I think there's going to be a lot of partial buyouts where you have an ability for an owner to basically have a liquidity event, retire or move on to their next venture. And the remaining owner or owners can step up that ownership level and run the business how they want. So the changes are great because it's providing more opportunities, I think, for some of these owners, these multi-owner firms. Robert Leonard Yes. And I mean, it's nice to offer a wider breadth of optionality, right? Because again, in these conversations about private equity and where they get involved, it's often that situation. And it's kind of like either everything goes into funding this retiring partner's exit or you just aren't investing anything into tech and growth and improvement of the firm anymore. So this is like a really good way out for people who want to do both and not necessarily give up a stake to private equity as well. Mike Cantu That's 100% correct. The other thing worth mentioning too, we don't see this as often, but I have a feeling given all these different trends and dynamics that we're talking about. So one of the things you can do with an SBA loan is also finance the buyout using an ESOP. And that's really powerful because it allows... I almost view it as an antidote, not to paint private equity buying a business as some kind of inherently bad thing, but it's a polemic issue. A lot of people do think it's a net negative and it's certainly not right for everyone. But an ESOP can be a counter, a very compelling counterpoint where the employees get to take a loan out collectively through that program. The owner gets to... or the employees and then the owner gets to cash out. And there's very advantageous tax treatment for using that type of vehicle to make a purchase. And then that way, the employees are more empowered in a way that I don't think they would be when a private equity transaction happens. So we haven't done a ton of those, but I've been talking to some ESOP specialist firms out there who are trying to sell this a little bit more and educate the market, but you can use a 7A loan to do that. So it's something I would encourage owners who might be debating or weighing, should I sell to private equity? This is important. Sorry. So this structure would be almost like an ESOP, but it's almost like an owner gets to sell secondary into the ESOP almost? Is that what's going on here? Exactly. So it's almost like... and I forget the term of art that's used here, but there's an entity that's created almost like a 401k plan. And then that plan essentially buys ownership in the business. A loan is used to make that purchase. And then ownership stays... there's a lot of complexity involved. And if this is going to happen, you're going to need to be sure you're talking to the right lawyers, the right CPAs who are skilled in this particular area, but it is an option. I think we've done a small handful. I know a lot of our other verticals at the bank, they do these quite often, but I think it's an emerging option that a lot of folks aren't fully aware of or don't even know is an option. Yeah. I had never thought of that. So typically in tech, my understanding is the employee stock option plan is a pool of shares that are issued from the company for that purpose and are then granted to employees. So just to quickly walk through the mechanics of this, and I'm a little conscious of time to wrap up here, but okay. So in this situation, the company takes out a loan. Would the company be the borrower? The company, I believe the company is the borrower. You do not necessarily need, I don't think there's a personal guarantee involved. It's one of the few cases with a 7A loan where, because ordinarily someone has to provide a personal guarantee. Again, I am not an expert on this particular portion of the program just because I personally have not done an ESOP acquisition yet. But what I can do is if anyone wants to learn more about this, there's a couple of companies that we've partnered with who are experts at this, and I'm happy to make introductions. And then I can walk through the process in terms of what it looks like at the bank. But I mean, the process itself is not that different from any other 7A loan. We need the same documents. There's a few more tied to the actual, you know, the incorporation of that buying body, that plan that's going to be taking on the loan, but the documents are essentially the same. We're still going to need tax returns. We're going to need, you know, P&Ls. We're going to need application forms filled out. We're going to need to know the cap table, you know, how much of the ownership is being bought by the employees. So the process is quite similar, but I think it's a worthwhile consideration for folks who might be, you know, less open to PE or concerned about some of the drawbacks there with drop-off and quality for the remaining employees. Yeah. No, I did not foresee us talking about like, you know, new exit structuring that I've never heard of before, but that's like incredibly interesting. We can talk more about it offline. I mean, I've been trying to mention it more to folks in conversations, but I think our average deal size is around 800, 900,000. So I don't know if that's the best option, but I was done. I was at the Synergy conference last month and I was talking to someone who specializes in ESOPs and he was telling me about very small transactions where he does these. So I don't think you have to be some multimillion dollar firm necessarily for it to be, you know, feasible or for it to make sense. And then it could become like kind of like a broadly employee owned type of firm. Because I've been preaching a lot of like the benefits of PE, like it's cool that you can set up an ESOP program and like it often pushes people towards that, but being able to do that and like maybe get rid of like a retiring partner who's like dragging the firm down, you know, that's kind of cool at the same time as well, for sure. And then you end up with like a super motivated workforce and you can exit the partner who's no longer willing to invest in growth. So no, that's really, really cool. Yeah, no, I agree. Yeah. Awesome. Well, yeah. Thank you so much for taking the time, Eric. I really appreciate it. And I'll make sure that I link your contact information for anyone who's looking to start a discussion, whether you're looking to maybe acquire another firm to tack onto yours. Again, we talked all about it, buyouts, maybe you're a solo practitioner looking to buy a book of business, something like that. So I'll make sure that I link all your contact information there and hopefully some people get in touch. I appreciate it. And thanks again for having me. And yeah, just if anyone has any questions about 7A and lending, you know, I'm always happy to. One parting thought is banks, unlike lawyers, we do not get paid hourly. The banks only make money if the loan closes. And I say that because you should not be like, if you're interested just to learn more, have a conversation, you know, talk to a lender, reach out to me. And I actually encourage folks to talk to other banks, right? If you're going to do work on your home, presumably you're going to get a couple of quotes. You're going to talk to a couple of plumbers and make sure you're going with someone who's competent. Don't just take my word for it. You know, fact check me. You want to work with a bank that you trust. You want to work with a bank who understands what they're talking about and that hopefully you can work with for the years to come. But the last thing and sort of the key point is, you know, use that information, use the fact that you don't have to pay us for talking. You know, I'm always happy to have conversations with folks. I view it as an investment in a long-term relationship here. So, you know, I want folks to know what their options are. I want them to be able to access this information because I think a lot of times people make maybe less than ideal decisions and get like a fintech loan because they just didn't know that they could qualify for an SBA loan. So there's just a lot of, it's a confusing and it's a government program, right? So it's a confusing thing. There's a lot of misinformation out there. People are sometimes quoting rules that were repealed and haven't been in place for five years. So just educate yourself because you might be able to get a nice competitive low cost loan and make that investment in that next hire or that next, you know, technology solution that's going to revolutionize your management practice. So it's, you know, I encourage people to talk to a bank. It's not going to cost you anything unless you do a loan and, you know, use that to your advantage. So, yeah. Awesome. Perfect. Well, thank you so much, Eric. Thank you, Dom. Have a good one. Take care. Thanks. You too. Bye.