Selling a Business: How a "Personal Goodwill Audit" Saved Me Hundreds of Thousands in Taxes

Sean Weisbrot: Welcome back to another episode of the We Live to Build podcast. We've talked a lot about starting and growing businesses on this podcast over the last 51 episodes. Many people forget along the way to think about when, why, and how to sell their business. But even more importantly, they forget to prepare themselves mentally, emotionally, and professionally for what happens after they sell their business.

Sean Weisbrot: Jay Myers started a company, grew it to over $25 million a year in revenue, and sold it in 2018 after 20 years. And even though he was prepared in as many ways as possible, he is still learning to deal with what the rest of his life is going to be. Jay is currently focused on mentoring, investing, speaking, and publishing books. In this episode, we specifically discussed how soon should you be thinking about selling your company, and how to handle acquirers, pursuing you when you aren't interested.

Sean Weisbrot: Did those calls change how he thought about his business? What to do to make your company look sexy? How do you determine what your reputation in the market is? How do you decrease turnover among employees? What is the most important thing you wish someone had told you about selling a business? How did the buyer find you? Who from the team knew why you should get a personal goodwill audit when you should sell your business? And what is Jay's plan for the next few years? So, thank you to Jay and I hope you enjoy the show.

Sean Weisbrot: What it is you're doing right now and a little bit about the company that you sold.

Jay Myers: Yeah, sure. So, the company has sold almost three years ago, Interactive Solutions technology company, we sold video conferencing, audio visual solutions, telemedicine, and distance learning. We had quite a run 20, almost 23 years, uh, in business, a fair amount of success got it up to about $25 million in sales and overcame a lot of obstacles and challenges, but successfully sold the business and well, technically November 1st of 2018 to the largest company in my industry. And it worked out well, you know, certainly from a business standpoint, but some challenges along the way.

Sean Weisbrot: So, you said you ran that company for about 20 years, right?

Jay Myers: I started it and ran it. Yeah.

Sean Weisbrot: How soon after starting the company did you start to think about selling it?

Jay Myers: Well, Sean, that's the most interesting part. I think of, you know, this interview and for your listeners out there, I didn't I mean, I was looking for a job and I created one for myself. And in the hopes that it would make enough money to pay, you know, the mortgage on the house to support my wife and a couple of kids and a dog and all those kinds of things.

Jay Myers: And then, you know, as time went on, we started building it up. After several years of being in business and some level of success, we started getting calls from people that had an interest in potentially acquiring this heaviness merge with somebody, whatever. And, you know, I just blew it off. I mean, for years and years and years and years and then, you know, in 2018, you know, I had had a lot of time with the company, had gone through a lot of experiences and things, and I just got a call from the largest company in the industry.

Jay Myers: And, you know, usually it blows these things off like I just said. But this one I had to listen to. And once I listened to it and I actually had some help from my son who was working for the company at the time, it kind of be the right side of my brain thinking, realize that it was something worth looking into in a deeper fashion. And we ended up, of course, several months later, concluding with a sale.

Sean Weisbrot: So, then I have two questions for you. And we did talk about this before, but I want to have it on the air. When those other companies came to you earlier on when you weren't ready for it, how did it make you feel? And did you ever keep in touch with them, or did you just let them go and say goodbye and you ignore them forever afterward?

Jay Myers: Well, the interesting thing, Sean, I mean, anybody that says that those kind of calls that they just blow them off and blithely, you know, just move on. Any entrepreneur out there, I don't care who you are. Give me a break, man. I mean, the reality of it is, is that you're flattered that you've created something that somebody has an interest in. But as I listen to the people and I just. I kept thinking that we weren't that big of a company at the time. I started getting the calls of, I don't know, $5 million or something in sales. In the back of my mind, I kept thinking, well, what can we do next? Through the years, I kept asking myself that question. And then, lo and behold, you know, we, uh, I guess it was 2011. We went from whatever that was, millions of dollars to 25 million in sales.

Jay Myers: And then we really started getting the calls and I still blew them off. I just said, you know, Sean, at the end of the day, I love being an entrepreneur. I mean, it's in my blood. I mean, I never was fulfilled working for other people. And when I started my business and started to grow it and everything with a great team behind me, it was the most professional gratification I've ever had. And so, it wasn't like there wasn't a price tag on it. And they're still really at the end of the day, even though I sold, still wasn't I sold my business for the most part, to actually have the business be able to grow to all it could be.

Sean Weisbrot: I can definitely understand the flattery and things like that. When you had those calls, did it change how you looked at your business? Did it change how you did you go ahead and wait a minute. If there's people that want to buy my business, maybe I should start thinking about how to prepare it in case maybe down the road I do want to sell it.

Jay Myers: No, I think it's a great question. And it did give me pause to consider about if I ever did want to sell, what would that look like for me personally. But also, why would somebody want to do it? You know, Sean, I mean, that was a big thing was buzzing in my head was why would they want to do it? And I had people telling me, well, if they ever want to buy your business, they're going to look at service contracts, recurring revenue and all these different things and repeat customers.

Jay Myers: And I heard that through the years. And then I heard other expressions that at the time, I really wasn't that aware of EBITDA and earnings before, you know, interest and depreciation, all that stuff. I was getting almost like an annual education in that terminology and the science behind if this ever did possibly happen, how would this work? So subconsciously, I think I was kind of thinking, okay, let's do some things here to continue to create value for the business, but at the end of the day, also be profitable and provide a good workplace for, you know, a lot of people.

Sean Weisbrot: So, what are some of the things that you did to continue to drive value from that point forward to, I guess, help with increasing the bottom line?

Jay Myers: Acquiring companies. They want to have a business that's making money. But there are other things too, beyond making money. This is just something that people don't think about. But if you're positioning the business to be out there in the market to potentially sell it, you can't have lawsuits, you can't have anything against the business, you can't owe the IRS money or something like that. That's not good on the report card. So, what are the components they're looking for? What a businesses consider beyond profitability. Well, they want to look at the fact that customer base that you have and you created, it's not just one customer. It's a lot of them. The other thing is how does that money come in?

Jay Myers: In the case of recurring revenue and my industry, that was a big deal because being project base and design build for. Video conferencing, audio visual. You kind of almost think about that as a series of one offs. Acquiring firms want to know, okay, that's great. But what if those projects you never have another one that's that big and whatever, what do you have behind that? What is the company's reputation look like? Do they have a lot of repeat customers? How about internally? What's your turnover rate look like? Are they turning people over? Right. And maybe they're making a lot of money but they got 40% turnover. So, if somebody acquires them is that going to become 80?

Jay Myers: The financial statements and this is for a lot of the entrepreneurs and small business owners out there that listen to this podcast. You need to invest in a good CPA and a good attorney to help you get through all this. You need to have your financial house in order. What do I mean by that? For us? Because we did business with a lot of big companies and state governments and everything, we need to have audited financials. You got to spend the extra money to have those financials airtight. In our case, we did that. And what could have been a 12 or 18-month process was shrunk down to whatever 4 or 5 months.

Sean Weisbrot: How do you determine what your reputation in the market is, and how do you decrease turnover among employees in order to make your company continue to look sexy?

Jay Myers: You build it over time by the quality of work that you do. And I think in our case, we had a lot of great word-of-mouth advertising there, promoted that kind of thing. In the case of the employees, I mean, Shawn, some of this is just, again, common sense. I made it a point to treat my employees like I wanted to be treated if I worked for this company. We made sure that we took care of our people. That all sounds very plain vanilla to anybody that's listening. I think we took it to a different level.

Jay Myers: You know, as an example, in my new book, I talk about, you know, we had a gal that worked for us who got a bad type of cancer and headed undergo a lot of treatments and things like that. And we had a choice to make about how to, you know, to deal with it, whether we could take the recommendation of an HR company that was supporting us, that, you know, policies and payroll and all these kind of things, who said, just pay her for vacation days and personal days and then, you know, cut her off. Or we could do what I felt like was in the best interest of the company and me personally, and really lead with your heart.

Jay Myers: And in our case, you know, we decided, no, we're not going to just pay her for vacation, let her endure this health care challenge of a lifetime and just set her aside and everything. We didn't do that, so we paid her. I don't know how many months it was. Probably nine and almost a whole year. Heroic gesture. I don't know about that, but it was the right thing to do. And we did that countless a number of times with other people. We had an employee whose daughter had type one diabetes, and she needed to spend more time at home. She wanted to work remotely way before Covid. Okay.

Jay Myers: And, you know, it was hard. She was in procurement and some things that were difficult for people to deal with because of the position she had. It was more of a face-to-face kind of thing. But we made it work. We made it work because we cared about our employees. We cared about, you know, the quality of life that they had. And at the end of the day, Sean, I wanted to make sure that when I went to bed at night, you know, I put my head on the pillow and feel good about the fact, by the way we treated people.

Sean Weisbrot: I think if you had the means to do it, you're just showing the rest of the team. Hey, we don't leave you behind. I agree that's the right decision. I applaud you and support you in that decision. Appreciate it. We mentioned this again on the intro call and it was a really interesting thing for me. So, I want to point out to this.

Sean Weisbrot: You had said that one of the things you noticed was that your company was getting on to like the Forbes and Inc.'s fastest growing lists, and that's when you started to also receive calls about your business. So, my question is like, do you know how a company can specifically target these lists so that they can be included in them in order to increase their visibility?

Jay Myers: Yeah. Yeah, sure. So, you apply for to get on the list. So, we as a business applied to do that. So, and then once we made it then these people made the calls. But yeah, there's an application process Shawn. And back way you know 2000 and whatever it was one when we made the list. It was a pretty complicated process. You had to have audited financials. You had to have some pretty gaudy type of growth. I think we grew like 1500 and something percent in a five year period of time, but which was crazy.

Jay Myers: But understand the way Inc looked at things in those days. They had a five-year increment. So, it was year 1 to 5 and you had to prove all your financials at that point. Well, if you sold, you know, $4 in 2001 and you sold a bunch, you know, five years later, it always looks big. But we were very, very flattered because it still is a very prestigious list. But you had to apply for it.

Sean Weisbrot: How long does it take from the application to the public publication of the list? Does it cost anything to apply? Do you have to actually send them your audited financials for them to approve you like?

Jay Myers: Yeah. So, in the early days, you know, they'd have a five-year period of time that they were looking at. And as time went on, I'm trying to picture seem like they shorten that out a little bit and everything. But more importantly, they also looked at it from the standpoint of making the announcement. They made the announcement like several, Gosh, in the case of the first time we made the list, you know, we made it and we we applied in 2000. We didn't actually go to the conference whatever to June of the next year or something.

Jay Myers: So, it was a long period of time, almost like almost a year, it seemed like before they had the conference and everything like that. They shortened that up quite a bit with a 5000, and they recognized because they needed to fix that issue and they ended up it seemed like we would apply. You know to everything was there in the fall. And then a few months later, they make the announcement.

Sean Weisbrot: What's like the most important thing you wish someone had told you all those years ago when you were starting out with, thinking about and selling the business?

Jay Myers: Well, I wish somebody had told me how emotional it was going to be. I wish somebody had told me that you need to think about if, even if you have the remote thought about selling, what life's going to look like for you after the sale, because, I mean, it's just it's a life-changing event. In our case, I think I was so caught up in the sales process. I mean, I'm a salesman by heart and everything, so it's kind of like once we kind of had a legitimate offer and these kinds of things. I'm the salesman. I'm trying to take it all the way to the close, okay? And I didn't really comprehend what life would look like after the sale, and it hadn't been bad, but it's been very different. It's a big deal.

Jay Myers: Money doesn't buy happiness, man. I mean, that's all I can say. And I'm not saying I'm not happy now. I'm doing fine. But I just think that when people have this whole notion of when you sell, you're going to instantly just, you know, this one magic wand comes over and you're just. Instantly happy and everything is, you know, perfect doesn't work like that. And I've heard a lot of people talk about, you know, some difficult times after the sale and emotional stuff and, you know, all kinds of things. And I wish I'd known that. I wish I had really kind of grasped for that whole thing again, got caught up in the sales process and bringing it to a conclusion and all, and, uh, wish, I wish I'd have really put some more thought into that.

Sean Weisbrot: I recently did an episode with a CFP and a CFA, uh, named Dimitry Farberov of his episode 38, and he is a wealth manager, right? He helps people who have exited their companies or their athletes or movie stars see people like that to take the money they've made and build a portfolio that can create a diversified outcome. Hopefully, there's passive income, things like that, based on what their goals are. What he said was, and I've actually had other conversations with people that I haven't interviewed that all seem to agree. The biggest problem for business owners is that they're not prepared for what it's like.

Sean Weisbrot: After a lot of people spend years grinding, they probably never had that kind of money available to them for their entire life. And so, this first exit or this first liquidity event is extremely emotional because you go, wow, I've done it. I've made, you know, tens of millions, hundreds of millions. Now what, like because you spent all these years waking, you know, from morning to noon to night in your sleep, you're even dreaming about what can I do for my business? And the next day, the next week, the next month, quarter. A year that when you exit your business, you suddenly have no sense of purpose anymore because your baby is gone.

Jay Myers: In my case, I mean, I thought I was as prepared as anybody could be. I mean, gosh, Sean, I mean, I was thinking about potentially selling the business probably ten years before it actually happened in the sense that not that I've really like. I had a price tag. And if somebody came by, you know, I'd do whatever. But I was thinking about life after my company. And truthfully, it started with in 2007 when I wrote my first book called Keep Swinging, and I was recalling some of these crazy things that happened to business, and I wrote about them and everything and embezzlement and all this overcoming adversity.

Jay Myers: And I got this reaction from all kinds of people about the inspiration in the book and how it helped them through these difficult times and everything. I thought, you know, maybe I've got another role out there that's beyond just being this small business owner. About four years later, I wrote another book called Hitting the Curveballs. And, you know, similar kind of thing growing a business during the recession and overcome a lot of adversity again. And it kind of was like, wow, you know, maybe I'm kind of on to something, not author going to be the next John Grisham or whoever, some famous guy. But I was like, maybe my career has another dimension that I can explore. And so, I started at that point mentoring a lot of younger entrepreneurs and different people in the local community and then extended that to other places like Chicago and Florida and all these other different locations with collegiate entrepreneurs and folks like that, and colleges and universities.

Jay Myers: And so, in 2018, I'd been doing that at that point for, I don't know, ten years. So, I thought and I still pretty much believe I mean, I was prepared as anybody could be because I had this other life. But until it happens, until it actually, you know, you sign off and you're not going to that office every day, you don't really know how you're going to react. I'm not going to lie. It's been a transition, but I've made my way through a lot of things. Obviously, Sean, you didn't want to run into a pandemic right about the time that you are making your transition from selling the business and having a year's contract and kind of semi-retirement to having the door slammed on you. But you know what? My problems are minimal compared to so many people out there, and I'm working my way through them.

Sean Weisbrot: Yeah, I think it's good that you tried to find ways to mitigate the transition by spending all those years working with other entrepreneurs. I'm sure it's been very helpful for you, as you said until you actually stopped going to the office, it hits home. And I think the problem for a lot of people is even if they have spent years thinking about what it'll be like afterward, every year you're changing, right? If you are a real entrepreneur, you're dedicating a lot of your time to learning and trying new things, which means you're constantly evolving.

Sean Weisbrot: And so, your idea today about what you might be doing in five years, if you sell your business is going to be different from the next year and the next year and the next year and the next year. And so, while it's helpful to try to think about those things, it's also, I would say, futile until it happens because you don't know, as you said.

Jay Myers: Until it happens, you just don't realize how you're going to react. There's almost a grieving process. You did all this and in our case, we went to. So many struggles, and I mean, I'd match our experiences up in my business to anybody out there. We went through a lot, a lot of struggles, the emotional toll that they take on you and everything as you think about selling the business and you go through it, it's like you look at those employees and go like, and they're the people that helped me get through it. And I'll always give credit to my employees, man. I'm just a guy that started the business.

Jay Myers: Sure, I had some level of contribution and some years more than others to its success, but I mean, I had a great team behind me. And when you leave that team behind. Yeah, you know what, Sean? There's a grieving process. And I don't care who is out there. If you care about your business and it's your baby boy, it's tough. But, you know, you got to figure out a way to deal with it. Entrepreneurs, we're all, you know, looking at the next mountain to climb. And you know, I'm looking for that myself.

Sean Weisbrot: Did you look for the buyer or did the buyer find you? And if so, how did they find you?

Jay Myers: The buyer found me through industry research and what have you. I had no interest in selling. They knew that up front, but they also, you know, had some parameters and things they were interested in in a company in our area and everything. And I will tell you, geography had a lot to do with them picking us because they needed an office in our area and everything. The process was that I got a call from, I guess, a person that represented them that didn't really work for them, but wanted to see if I had any interest.

Jay Myers: And if so, could we meet at this big industry conference called Infocom to talk about a potential acquisition? And the funny thing about it is, when I got the call, I told them, I said, well, I said, I appreciate the call. I'm very flattered. I don't take these calls a lot of the time, but I'll appreciate you, you know, uh, contacting us. And I said the conference Infocom and out in Las Vegas. I said, I appreciate the invitation, but I'm not going to go to it. I've got some other things going on. However, my son will be out there. And if you want to discuss any future kind of plans or whatever, he be the person to talk to and let him vet it. If there's anything to the conversation discussion, then they'll get back to me and we'll move to the next step.

Jay Myers: And that's really the way it happened. Uh, you know, the initial conversation certainly, uh, led to some momentum that was in the positive direction when he called me after he'd had the meeting with the firm that ended up acquiring us. I thought he was going to say, oh, you know, hey, dad, this is a big company now, you don't want to do this. This isn't. No, but it was totally the opposite. He was so enthusiastic. He felt like the go-to market strategy. The. Alignment. The company culture were so similar it was more than worth looking into. And based on his recommendation, that's when we moved to the next step. So, give my son a lot of credit.

Sean Weisbrot: Who from your team knew about this opportunity and were part of the process?

Jay Myers: They and my son.

Sean Weisbrot: Is there any specific reason for that?

Jay Myers: Well, let me back up now. We obviously had an attorney and a CPA. We kept it very tight. When you have a lifestyle business, which is what mine was, you're tight with your employees beyond the work, you know, the families, the kids. Had we even shown any kind of display of somebody looking at us and we want to sell and everything, you know, it was spread like wildfire so intentionally. I made my son kind of like the fall guy and said when he was out there running around doing the due diligence and grabbing documents, contracts and licenses and all that, he was going to be the successor and he was going to buy out some equity.

Jay Myers: So, everybody in the company knew that. So, him going out and looking for all this stuff was not, oh, surprising. That's the way we pulled it off. And had he not been able to do that, uh, man, I don't know what would have happened because it could easily have blown up in our face. Is was it an awkward process that due diligence and all those things? Yeah. Because it's hard running a business when you're trying to sell it or you think you're going to sell it. So, you have to be very, very, very careful. And I would tell your listeners out there, don't dismiss that discretion. And you run up red flags. You could blow your deal up in a nanosecond.

Sean Weisbrot: Do you feel like it's a wise idea to put all of this stuff together from the beginning of your company, so you don't have to look for it when you're ready to sell?

Jay Myers: Well, I think that it's a good idea to have your house in order, no matter whether you ever want to sell it or not. So audited financials, contracts or licenses you need to have your paperwork and your documentation, uh, sales tax licenses and, you know, things that you're permitted to sell something. In our case in different states. A state contracts to sell products to the state of Tennessee, Alabama, wherever it was, and everything federal government. We sold a significant amount of equipment to federal government. So, there's contracts and things like that. And then, you know, obviously, the financial statements, you know, anything that they can track back to your company to make sure there's no surprises. That's in essence, what a due diligence checklist is all about.

Sean Weisbrot: What was the most obscure thing in due diligence, they asked for that you didn't have prepared? You were totally, you know, like, you know, blown away that you needed this and you needed time to prepare for?

Jay Myers: They were asking about some kind of agreement we had with a storage facility in East Tennessee that we had a month, a month deal going. So, we just charged to the company credit card. Well, they were just obsessed about the fact that we had some sort of contract with them and that we, you know, there's some sort of obligation going forward. We go like, no, man, that's not it. It was such a weird discussion. I remember literally like being at my daughter's rehearsal dinner and we're right before that and they're still asking me questions.

Jay Myers: I mean, we're going to close in four days and they're asking me questions about this stuff. So much so, Sean, that they literally got so worked up about it. They talked to our attorney, and our attorney tipped off one of my employees about something about looking at this lease and all of a sudden, red flags. Oh, are you trying to sell? At that point, nobody in my company knew. And then it was like, are we going to blow this deal or a month, a month rental? So that was probably the weirdest spot of the whole deal.

Sean Weisbrot: Yeah, that is a very strange thing. So, I missed this before, and I just realized I wanted to know a little bit more about this. Did they come? So, they came to you. Did they go? Hey, we love what you're doing. We want to pay you $50 million for your business. Or were they like, hey, we're interested. How much do you want? Like, how did that start and how did you negotiate?

Jay Myers: They had a very big interest in the state of Tennessee. In fact, their words out of their mouth were we paid a lot of attention to Tennessee. So, it was a target geographical play. The other side of it, though, was that you know, in terms of the money, I mean, we never really talked about money until they made their offer. I mean, I never said I need, you know, it gave them a range or anything like that. They just made the offer. And, you know, I contemplated it, then ended up countering like any salesman would write.

Jay Myers: And then, you know, we turned around and agreed upon the number and that was that. My benchmark in that, though, frankly, was the fact that it had an offer several years before that from another company that I knew is pretty much a lowball offer. But it also made me think about, okay, if I ever did want to be taken out, what would be the right number? And, you know, these people, the number I had in mind, they beat that by a good amount of money. So, I was like, okay, you know.

Jay Myers: They beat what I had in my head that I was going to be willing to go out for. So. And the way I looked at it, Sean and my wife and I talked about it a whole lot. It was like if you're going to turn your life upside down and a life-changing event by selling the business, you know, we determined the offer has to be life-changing. Money has to be that. And that's what it was.

Sean Weisbrot: When you were dealing with the actual transfer of money and taxes and things like that. Did your lawyers and your accountants help you to find a way to minimize your taxes through some sort of obviously, these are legal loopholes? So, was there anything that they specifically advised you to do or that you actually did with them?

Jay Myers: My accountant paid for themselves and then some by recommending to have part of the proceeds be earmarked for personal goodwill. And personal goodwill is like taking the amount of money they offer to buy the business and identifying a certain amount of that. That was basically looking at me, myself personally. How much did I contribute to this business? You know, in the total picture? So, well, how do you come across with that, and what does that actually mean? All right. So how do you come to that conclusion about what percentage of the business was my personal goodwill?

Jay Myers: I had to actually go do a separate audit with a company that specialized in that in town. And they literally sat down with me. We had to hash this stuff out full day of it. I mean, it was exhausting, but they certified it was like its own little audit. Here's how much of the total number you're offering. Here's how much he is personally responsible for. So, what does that mean? What's the value of it? The value of it is that by personal goodwill versus just a regular transaction, in our case, it saved hundreds of thousands of dollars in taxes because the tax rate was that much different.

Jay Myers: And I don't remember the exact percentages off the top of my head, but they were significant people you look at when you're doing a transaction like this. Oh my gosh, look at that amount of money I'm paying my attorney and how much I'm paying the CPA firm and everything. Well, I will tell you this much. The CPA firm with that recommendation alone pays for themselves times ten. And it was also backed up. Our attorney was echoing the same thing. So personal goodwill is a big, big deal that your listeners out there that have an opportunity to look into that should do.

Sean Weisbrot: So, what do you think the next five years looks like? Are you planning to invest in early-stage startups, or to do some charity and give away some money, or looking to develop passive income to help, you know, maybe your kids or your grandkids future grandkids? Like what is your plan to, you know, with the money?

Jay Myers: But Sean, actually all of the above. So, we're going to up our charitable, uh, things and donations to, to uh, causes and organizations that we, you know, believe in, that we invest with our heart and everything. And then also, I don't know if, uh, we talked about this before, but I'm involved with an organization, uh, score the service corps of retired executives. So, I'm doing mentoring for a number of startups there. I am also involved with a number of incubators and different groups around the local area here and in, uh, the Tampa area in Florida.

Jay Myers: So, I have already invested in a few startups, and I will believe that I will invest in more in the future. I want them to be successful. I want them to chase their dreams like I did mine years ago and keep doing that kind of stuff. I want to I want to stay very involved as much as I can in the entrepreneurial community, not only just in Memphis but in Tampa and Chicago and some of these other places that I've got, you know, family or other, uh, business interests.

Sean Weisbrot: So, what's something I haven't asked you that you wish I'd ask?

Jay Myers: I want to reinforce and not continue to sell my book all night long, but to. I did put this out in my book. Uh, rounding third and heading for home is that it's not when you're ready, but when the business is ready. And then the thing that I learned about this. It's not what you think your business is worth. It's what somebody is willing to pay for it. In my industry, Sean, so many people are out there like, hey, I sold $10 million last year, so somebody's going to come in and write a check for $10 million. Well, it doesn't work like that. Selling the business is emotional. It's also complicated.

Jay Myers: The last one I'll leave you with is that you know, when you're selling a business, don't dwell in the past. What you do is you sell the future. And in my case, not only did I was selling my business to the acquirer for what the future can look like, showing I was also doing that with my employees because I really did and still do, you know, have the desire for my business and my baby to grow as a company, but also for my employees that are still there to grow their careers and be successful? That means a lot to me. Money's great. But you know, it's so much more than that. I just can't emphasize that enough.