The Wise Exit

Cashing Out M&A Podcast, Episode 35 | Larry Simon

00:00:01:04 - 00:00:24:20
Larry Simon
Lots of potential sellers out there ask, “Why do I need it?” And I always equate it to when you go to sell your house before you put your house on the market, you're going to get your house in order. You're going to do your landscaping and you're going to maybe fix the bathrooms and kitchen. And in this example from a financial side, a potential seller is trying to get his house in order.

00:00:25:11 - 00:00:50:00
Todd Sullivan
Welcome to the Cashing Out podcast, where our fellow founders share real stories and offer honest advice around selling their companies to some of the top acquirers in the world. My name is Todd Sullivan, CEO of Exitwise, where we help business owners create the exits they deserve. On today's special episode of The Cashing Out Podcast I'm speaking with Larry Simon, a Certified Public Accountant and partner at Doren Mayhew, a top accounting firm in North America.

00:00:50:16 - 00:01:13:23
Todd Sullivan
Now, instead of our typical format of interviewing a founder who has built and sold a business, we thought we would interview an M&A expert to educate our founders around the decision of whether to do a sell side quality of earnings report or Q of E completed by sellers before they begin a sale process. Is one of the most effective ways a business owner can help maximize the sale of his or her business?

00:01:14:04 - 00:01:42:15
Todd Sullivan
And Larry is a natural educator on this topic. We cover the basics of what a Q of analysis is, what the difference between a sell side and a buy side cover is, and what the underlying time and cost requirements to have a Q of E analysis completed prior to marketing your deal to buyers. The audio of this conversation was previously recorded as part of our Exitwise Live Event series entitled, "What Is Quality of Earnings and Why Is It a Critical Part of Selling Your Business?"

00:01:43:01 - 00:02:14:07
Todd Sullivan
I hope you enjoy this new format and please let us know what other topics you'd like to learn about for future episodes. All right, everyone, thanks for joining here. We've got Larry Simon from Doeren Mayhew. And what I'm excited about is this topic of quality of earnings is something that's coming up over and over and over really becoming table stakes in M&A transactions for sellers and there's a bit of unknown and confusion around this particular topic.

00:02:14:18 - 00:02:50:18
Todd Sullivan
We have worked with Doeren Mayhew on multiple engagements from divesting pieces of public companies to bringing founder owned businesses to market for sale. I've known Larry for a few years now and we've worked together, traveled around Larry, right. We've been in Florida together, done a lot of different things together. And really, every time we look at an option for quality of earnings, Doeren Mayhew and Larry really are always our first choice based on the outcomes that we're seeing and how effectively they work across the industry and different size of businesses.

00:02:51:05 - 00:02:58:10
Todd Sullivan
So I'm excited to have you, Larry, chatting and getting us all smarter, frankly, about quality of earnings report.

00:02:58:15 - 00:03:00:03
Larry Simon
And we will definitely do that.

00:03:00:07 - 00:03:06:18
Todd Sullivan
Okay, great. Look, obviously, I'm not going to do it justice, Right? Please give your intro to the audience here.

00:03:07:00 - 00:03:34:09
Larry Simon
Yeah. Just so. So, by way of background, Larry Simon, partner with Doeren Mayhew, been a partner for over 25 years. Mayhew is a firm of 650 professionals in multiple offices. We're in Troy, Michigan, is where we're headquartered. Large presence in Houston, Dallas, Miami, in different regions of the country. And along with here in Michigan, another off large office in Grand Rapids.

00:03:34:19 - 00:04:00:12
Larry Simon
We're a public accounting firm, but we service our clients in a multiple of disciplines, including your traditional audit and tax. And and we have significant practice in what we call transaction services, where we do financial due diligence for business owners, private equity firms all around the country. Our clients are scattered throughout the US and in different regions around the world.

00:04:01:12 - 00:04:20:12
Todd Sullivan
That's great. Again, what I should say is Doeren is also a sponsor of Exitwise. And so bringing this type of education to the audience I think is just it's invaluable. I know you guys are a top firm. Forbes As you listed as one of the top firms in the country, accounting firms, but your specialty and quality of earnings is really what we love.

00:04:21:02 - 00:04:29:22
Todd Sullivan
Why don't we start there? Larry, can you just describe what is a quality of earnings or Q of E? Q of E is the the acronym that we hear all quite a bit.

00:04:30:12 - 00:05:03:17
Larry Simon
Yeah. So so our focus for the next half hour or so is going to be what we call it Q of E on the sell side transactions, we do both buy side and sell side. And and basically what it is, is a company, either a buyer or seller is going to retain us to do what's called the quality of earnings. We're going to flush through the, you know, we do a quality of balance sheet and we make it assessment that the earnings that are being represented by the company are are correct.

00:05:03:17 - 00:05:33:12
Larry Simon
As stated, We don't we're not auditing the numbers. We're doing a lot of analysis where we're conducting a lot of management meetings with management, flushing out things like whether the company is complying with the accounting rules and how their books and records are kept and in a variety of other things. But it's an assessment upfront to determine whether the different components of a balance sheet that are going to be reported to a potential buyer are correct.

00:05:34:00 - 00:05:41:08
Larry Simon
And that the EBITDA number from which a purchase price will be determined is is a correct number.

00:05:41:18 - 00:06:13:01
Todd Sullivan
Yeah. And the reason it's really, really important for for sellers these days is when you're armed with third party data. Right. It's your assessment of the company's data. We know that we're speaking from a point of truth and buyers know when our investment bankers reach out to them and present this kind of financial profile, that there is just a lot more confidence in the data that's being presented when they know that that was created by someone like Doeren Mayhew.

00:06:13:01 - 00:06:45:07
Larry Simon
And another way to look at it is it establishes right up front credibility. So when when the investment banker is, you know, and everything is presented, there's credibility that there is a sell side due diligence report prepared by a third party, which would be, in our example, our firm. The hallmark has already been done upfront. And keep in mind, when sometimes when you look at sell side due diligence, there are a lot of potential sellers out there that says, Why do I need it?

00:06:45:10 - 00:07:07:07
Larry Simon
And I always equate it to, as an example, when you go to sell your house before you put your house on the market, you're going to get your house in order. You're going to do your landscaping and and you're going to maybe fix the bathrooms in kitchen. And in this example from a financial side, a potential seller is trying to get his house in order.

00:07:07:07 - 00:07:40:03
Larry Simon
He wants to make sure that before anybody looks at his financial statements, his books, that those books and records are correct. And so we have a chance to vet through to ask a lot of questions of the seller before we document and put anything down in a report. And after we go through all of that, make sure that you know that everything is in compliance with accounting rules and and that whatever we help to propose in management adjustments is correct.

00:07:40:09 - 00:07:54:00
Larry Simon
Then we put it in a formal report. But it truly adds credibility to the whole sale process that this homework is done and it makes the the seller look extremely prepared going.

00:07:54:00 - 00:08:29:03
Todd Sullivan
It absolutely it really elevates these engagements to buyers. I think one of the things I like and maybe have some examples is that during the quality of earnings research, you might find something that sticks out to you, whether it's churn or customer concentration. And when you identify those things and the buyer's investment banker gets to it, now understand that in a different light, all of those things that might be red flags at a later date now can be addressed upfront, right?

00:08:29:03 - 00:08:51:03
Todd Sullivan
Because the worst thing is like when you said selling your house, that inspector comes in and finds ten things and then the buyers all walk away and you burned a lot, a lot of time. But if you're very upfront about what the business is and you have great answers for why they're finding the different issues that they find upfront, the bankers can adjust them and buyers become aware and it doesn't look like you're hiding anything.

00:08:51:13 - 00:09:28:02
Larry Simon
Just as in as an added value. If all this is done upfront, you're in a better position to negotiate your purchase price and have some letter of intent before anything is done. Because because your EBITDA, we flush three or a bit down all the balance sheet stuff. So when you go to market and you start to negotiate your purchase price again, the homework has already been done upfront and you're in a better position and negotiate rather than be blindsided by a buyer coming in with their due diligence team know of coming back with adjustments to purchase price halfway through the deal.

00:09:28:19 - 00:09:53:21
Todd Sullivan
Larry, do you have any examples? Right. We work together a bit. I'm trying to think of past engagements where we were able to identify a red flag and even have the business fix it. Or maybe examples where when a buyer is going to go do their own by side quality of earnings that, you know, everything checks the box and purchase price is never contested and maybe the good and the bad.

00:09:53:21 - 00:09:57:05
Todd Sullivan
Do you have any any examples that we can put in people's heads?

00:09:57:13 - 00:10:32:23
Larry Simon
Couple examples, and I'm going to flip it a little bit differently. We've seen examples where sell side was not done and sell side due diligence was not done and we come in is due diligence on the buy side and find problems with inventory and so better to flesh those out up front. But we had an example. This goes back three months ago where where we put on sell side due diligence and we discovered that our client, the seller, was not recognizing revenue properly in accordance with the accounting rules.

00:10:33:05 - 00:11:09:16
Larry Simon
Sure. So we went ahead and put on our accounting hats and helped them straighten out their books so that when a buyer comes in with their due diligence, team, the revenue recognition process is already alined - properly aligned. And and the other example where we went in and performed our sell side due diligence and one of the components is we look at various balance sheet accounts, one of them was inventory and we identified the fact that there was significant, obsolete and slow moving inventory that was still on the balance sheet.

00:11:09:16 - 00:11:37:12
Larry Simon
So we assisted the client is setting up those reserves so that so that the accounts were properly stated. And again, what this does later on, it gives the ability and the perception that we're not allowing a buyer in their due diligence team to uncover everything we want to uncover it. The seller will start to lose credibility if they just turn over everything and start finding all kinds of problems.

00:11:37:12 - 00:11:56:10
Larry Simon
And what you'll have is you'll have a buyer walking away saying, you know, well, we have inventory problems, we have revenue recognition problems and the buyer will walk away. So this helps somewhat protect the deal. And and it's it's just a better approach before you go to market.

00:11:57:13 - 00:12:26:03
Todd Sullivan
All right. That's really helpful. Thank you. I'm hearing credibility, credibility all the time here. But I think for, you know, our business owners, fellow founders of businesses, what are the three things that convince them that this is worth paying for upfront? And one is certainly credibility. Two, is that the purchase price that a buyer puts on the table to you is unlikely or less likely to be contested based on their diligence.

00:12:26:03 - 00:12:28:04
Todd Sullivan
Right? How else would you think about it?

00:12:28:14 - 00:12:54:09
Larry Simon
I would say the emphasis is on various components of purchase price and and even purchase agreement. One of the things that we always forget about is that the seller has to make certain representations and warranty and the agreement of the seller, having done their homework upfront and inventory is messed up. They're making a representation that inventory is done in accordance with accounting rules.

00:12:54:09 - 00:12:55:07
Todd Sullivan
And it's a great benefit.

00:12:55:07 - 00:13:11:03
Larry Simon
To not if that homework isn't done out front. The seller is wrapping that everything is fine, then what you have post close. You have an indemnification claim being filed by the buyer saying, Hey, we came in and books are all messed up. We want some of our money back.

00:13:12:10 - 00:13:24:22
Todd Sullivan
That's an excellent point. You know, I would just encourage everybody listening that if you have any questions, we're certainly open to hearing them. I see a few coming in already and maybe we could jump to to one of them.

00:13:25:12 - 00:13:39:20
Brian Dukes
The first one we got was if I'm thinking about a quality of earnings analysis, can I do that internally with my own kind of CFO and finance team, or do I have to go to an accounting firm like Doeren Mayhew?

00:13:39:20 - 00:14:10:10
Larry Simon
It's a good question. And I would say that it goes to our comment on credibility and kind of independence by having an outside firm in use as an example. Doeren Mayhew When you contract somebody on the outside, that's not the perception that you are just putting make up on this thing to make it look good and it's almost like when you have financial statements prepared in the bank, ask for a financial statement prepared by an outside accounting firm.

00:14:10:14 - 00:14:33:07
Larry Simon
It's the same thing. They want that stamp of approval and credibility by an outside firm, albeit we're working for the seller, but we have professional rules that we have to abide by, and then we put our stamp of approval be our due diligence report. And so it's the perception from the outside that you just didn't do your own due diligence.

00:14:33:07 - 00:14:41:11
Larry Simon
You can do your own work inside, that there should be that stamp of approval by somebody else on the outside via sell side due diligence.

00:14:41:18 - 00:15:07:07
Todd Sullivan
Yeah. Just, just to add to that, that level of credibility that an outside firm brings to the buyers when they're looking at multiple opportunities to potentially invest in or acquire the ones that sit on the top of that stack are the ones that have the most credibility and have that sell side due diligence by a third party. So yeah, you may want to do this yourself to uncover some of the red flags that you can work on on your business.

00:15:07:17 - 00:15:10:23
Todd Sullivan
But yeah, the third party credibility is, is incredibly important.

00:15:11:01 - 00:15:22:17
Larry Simon
And we go back time to, you know, preparing your house for sale. It's the same thing as listing it by owner, you know and doing doing your own work and then listing it by owner. It's not the same thing.

00:15:23:02 - 00:15:25:11
Todd Sullivan
Absolutely. I think we got another question.

00:15:26:11 - 00:15:31:22
Brian Dukes
Going into question. Should I ask what I'm interviewing an accounting firm to do a Q of E?

00:15:32:11 - 00:15:56:18
Larry Simon
Yeah, it's a good question. And typically what you want to make sure is that they have experience doing due diligence in this case, particularly sell side due diligence. You know, the firm may disclose without mentioning names, some recent transactions that they perform, sell side due diligence. You're going to want to make sure that they have the resources internally because time kills the deal.

00:15:57:05 - 00:16:18:07
Larry Simon
And if you can't get your work done upfront with your outside due diligence firm because they don't have the resources, you're not going to get to the table to take this to market. So so you want to make sure you understand what their timeline is. Do they have the resources? Have they done deals before? And then, you know, don't be afraid to ask them.

00:16:19:00 - 00:16:40:17
Larry Simon
Give me an example of what your deliverables look like. You know, they should have example reports that they have done in the past that they should be able to give you and commit. And then as you get comfortable after those questions, you want all this outlined in an engagement letter, you know, what their timeline, what their deliverables are, what the report's going to look like.

00:16:41:00 - 00:16:43:05
Larry Simon
That's going to be important to put in writing.

00:16:43:22 - 00:17:11:13
Todd Sullivan
Thanks, Larry. I mean, it speaks to, you know, our entire business model, which is we're bringing industry specific talent at every piece of that M&A transaction from your M&A attorney to your investment banker to quality of earnings. And not every accounting firm has the expertise that Doeren Mayhew has.. And so being able to dig in and ask the right questions, that's hard for founders to know.

00:17:11:13 - 00:17:33:21
Todd Sullivan
So hopefully people took some notes on those types of questions. What I love is getting to work with you and Joe very specifically knowing that you guys have the bandwidth for companies that sign up with Exitwise to know that they're going to get an of first class talent on a really expedited timeline. So yeah, I think that was that was asked let's go to one more question here.

00:17:34:15 - 00:17:37:01
Brian Dukes
What does it cost to run a Q of E?

00:17:37:13 - 00:17:44:04
Todd Sullivan
Yeah, the cost of quality of earnings. Yeah. Obviously industry and size of company maybe we have to much on those.

00:17:44:13 - 00:18:06:02
Larry Simon
Would what we typically like to do before we come up with cost is, is to get an idea of what what the financial statements look like, what the conditions of the books are and so forth. We've seen it's a wide range. They could be they could be as low as $45,000, as high as $150,000. So it really depends on the company.

00:18:06:02 - 00:18:17:06
Larry Simon
I would say that we see a lot of sell side deals falling somewhere around the 50, $60,000 mark. Again, depending on complexity, size of company and so forth.

00:18:17:12 - 00:18:45:15
Todd Sullivan
Let me ask you on that, because I think we've been pretty efficient on these and certainly kind of on the lower end of the scale are typical businesses selling $45, $50 million. But there is a component of this quality of earnings report. That report at the end, is that always necessary? I feel like there are certain components that our bankers need to represent the company very, very well and maybe not the full quality of your initial report, as we're talking about today.

00:18:45:18 - 00:18:46:10
Todd Sullivan
Is that something.

00:18:46:10 - 00:19:12:18
Larry Simon
That. Yeah, good question. Or so we have two options as we're doing our sell side due diligence. We prepare what's called the data book and the data book - visualize an Excel Excel workbook with probably 100 different tabs in it. And from internal financials to our analysis and our spread of the numbers. So we give the option of our clients.

00:19:13:01 - 00:19:35:20
Larry Simon
Do you want the full fancy report or do you want just the data book? And typically on a sell side, we see the full data book because then they can hand that data book to the prospective buyer, they can hand the report to the prospective buyer. And even with the report, we would also provide the data book.

00:19:36:15 - 00:19:53:10
Todd Sullivan
Yeah, it's good to know that those are some options. I know when we get our clients, we're very much trying to understand the cost of every phase and really so they know exactly what they're getting into and making that decision of what piece of the puzzle is they really need ahead of time. Makes some sense. I think we got it.

00:19:53:10 - 00:19:54:10
Todd Sullivan
We have another question.

00:19:54:20 - 00:20:01:23
Brian Dukes
What's the time commitment that you need from a founder or the founders team, the CFO, to to pull off an analysis like this?

00:20:02:06 - 00:20:31:22
Larry Simon
Quite a bit. So because we were in most instances new to the buyer, new to the company, we're just going to have a ton of questions and so kind of our process is that we'll set up our I'll call it data room of information. If one's not set up by the investment banker yet and in will, we'll start off by putting in information request list together things that we're going to be that's going to be needed to perform our analysis.

00:20:31:22 - 00:20:57:20
Larry Simon
So once we once we get to that first step and we start receiving information, our next step is we do what's called we spread the numbers, we look at it, we analyze it, we look at anomalies in the in the numbers, and we pull out certain information. Then we put several pages of questions together, and then we'll get on the phone or meet in person with the management team and get those questions answered.

00:20:57:20 - 00:21:18:10
Larry Simon
That's really the first wave. And and and once we do that, then we'll update our analysis and all of our information. And, you know, if there's an opportunity for us to go on site and do this on site, we try to do that. We always like to look at inventory and do a walk through through a plan to get familiar with the operations.

00:21:18:10 - 00:21:49:09
Larry Simon
Because keep in mind in this report, we're going to do a write up on the company, its short background, on the company, its operations. We're going to talk about what we did from a sell side, due diligence, and then we're going to get into the nitty gritty of what our observations are, what we've found. And in keeping in mind that, you know, we're we're trying to do our best to make a positive spin on the numbers and everything else, because by then we've made any necessary adjustments that a potential buyer is not going to see.

00:21:49:20 - 00:21:57:02
Larry Simon
And then and then we move towards we're going to need quite a bit of work from CFO and owner to get an understanding of the numbers.

00:21:57:18 - 00:22:04:21
Todd Sullivan
So, Larry, can we put a little bit of a time frame on that? I think the last one we did was maybe a four week process.

00:22:05:05 - 00:22:26:18
Larry Simon
Yeah, I would say that it's usually we like to give ourselves 60 days to get it all done and do it right, and sometimes 60 to 90 days, four weeks would be extremely quick. And so we've had timeframes where it's 4 to 5 weeks, but they're not complex deals. I'd say most of them are 60 days. Some of them go as long as 90 days.

00:22:27:11 - 00:22:54:10
Todd Sullivan
Yeah, that's good to know. I think the other component that you pointed out is, is the CFO being involved and a lot of clients don't have that CFO. So it sometimes starts with a data dump out of QuickBooks and that searching for that data can lengthen the process. So certainly having a financial person on your team as a business owner can make this run more smoothly and not distract you so much as as the owner or CEO of the business from operating.

00:22:54:19 - 00:22:58:19
Todd Sullivan
But, you know, it's obviously a very valuable part of it and it's going to take some time.

00:22:59:05 - 00:23:23:00
Larry Simon
And just on that note, keep in mind that if a company doesn't have a CFO and they have a controller, the benefit of having somebody like us come in and help them with outside due diligence as they then proceed through the transaction, we're there to help them answer questions. So they're going to have questions from the potential buyers due diligence team from their tax people.

00:23:23:00 - 00:23:31:22
Larry Simon
And and so we we could be another source for them to help answer the questions a little bit more, maybe in depth, and then the controller might be able to do it.

00:23:32:11 - 00:23:57:08
Todd Sullivan
You know, Larry, I saw this question come in even before we started, which was if I get it right, if I have an inbound interest, meaning a company has called me and said they want to buy me and I want to execute on a transaction like that, do I need a sell side quality of earnings? And just be interested in your take on that because we see a lot of that a helping a lot of founders that have are in that situation.

00:23:57:15 - 00:24:01:03
Larry Simon
You're saying if there is a deal that you know who the buyer is.

00:24:01:03 - 00:24:13:17
Todd Sullivan
Yeah, a buyer has we call it inbound interest rate. The buyer has contacted one of our clients and says, Hey, we're really interested in buying you our clients says, What do I do next? Along this question was, Do I need equality of earnings in that situation?

00:24:14:00 - 00:24:37:01
Larry Simon
Yeah. And my my response would be yes, but you may be able to limit the scope of what's done. You know, In other words, if you know the buyer and you're moving down that path with the buyer, you may skip the full fancy report because the report, keep in mind, could be is as long as 80 pages. And we just do the data book, which means we're pushing through the numbers.

00:24:37:08 - 00:24:48:02
Larry Simon
We're bridging for the potential buyers due diligence team to shorten their length of time that they have to do their due diligence by doing some of the work upfront.

00:24:48:14 - 00:24:58:21
Todd Sullivan
Yeah, that's great. You can kind of accelerate the process by doing it and you get the data book side of it, which is really the component that the current buyer would need. Do we have any other questions?

00:24:59:06 - 00:25:00:10
Brian Dukes
We have one last one.

00:25:00:10 - 00:25:01:06
Todd Sullivan
One last question.

00:25:01:17 - 00:25:11:15
Brian Dukes
If if the buyer is going to do Q of E, then why do I, as the seller need to do Q of E and how do those two reports work together?

00:25:11:22 - 00:25:37:09
Larry Simon
So even if the buyer is going to do Q of E, it's extremely important that that's for the buyer, that that accounting firm that represents the buyer is doing it solely for the benefit of the buyer. They're not looking for things that are going to benefit the seller. They're looking for their client, the buyer. When we come into due diligence, we're trying to get things in order before they come in again.

00:25:37:09 - 00:26:03:09
Larry Simon
Bring in that credibility so that when the buyer comes in and does their due diligence, they're going to find a clean set of books. Numbers have already been validated and so forth. So it's extremely important that we do our own homework upfront before we hand over keys to the company and before you even negotiate a purchase price to make sure that as they dive through, they're not going to come up with significant adjustments of purchase price.

00:26:03:20 - 00:26:26:16
Todd Sullivan
Yeah, I think that's a great, great way to kind of even tie this up, Larry, because this is negotiation. Right? And by doing your own quality of earnings upfront, you're giving yourself really negotiating power. And when ire goes to do that in due diligence, they're looking for negotiating power. And if you're holding it, then your purchase prices is less likely to get adjusted.

00:26:26:22 - 00:26:37:21
Todd Sullivan
But if you don't do this and they do it on their end, right, they've got a lot of ammunition to renegotiate a deal. And as the last thing you know, our sellers are our clients really want.

00:26:38:04 - 00:26:59:15
Larry Simon
In just one one additional to keep in mind you're also helping by doing sell side due diligence to accelerate the overall timeline of the deal. I mean, deals can take us five, six months if a lot of the work is done upfront and you're trying to shorten the work done by buyers due diligence, you can shorten the time frame and get the deal done.

00:26:59:15 - 00:27:08:13
Larry Simon
And again, keep in mind, time can be a killer in a deal and and you lose the deal. So the quicker we get it done and and signed and closed, the better.

00:27:09:10 - 00:27:30:23
Todd Sullivan
That's a great point. I don't think we emphasize that enough because it really can take take time out of getting a deal done. And like you said, right. Time kills deals. So, Larry, I want to be really respectful of your time and really, I really appreciate you doing this. We're going to try to continue this for the audience of educating them on these components of M&A transactions.

00:27:30:23 - 00:27:36:04
Todd Sullivan
We love having you as a resource and pulling you in. So thank you for making us all smarter today.

00:27:36:04 - 00:27:37:09
Larry Simon
I come welcome.

00:27:37:22 - 00:27:47:21
Todd Sullivan
Again, Jeremy. He is a sponsor of X. It was, and we work with Norm Mayhew on multiple transactions and we will see you next time. Thank you.

00:27:48:18 - 00:27:49:06
Larry Simon
Thank you.

00:27:50:00 - 00:28:12:03
Todd Sullivan
Thanks again for listening to the Cashing Out podcast. For more Founder Exits stories, please subscribe to the Cashing Out podcast on Apple, iTunes, Spotify, or wherever you listen to your favorite podcasts. And please remember exercise dot com and the cashing Out podcast are for entertainment purposes only. This should not be relied upon as the basis for investment decisions.