Introduction

James Blain 0:24

Hello everybody and welcome back to the Ground Transportation Podcast. My name is James Blaine at PAX Training. I am joined by my co-host, Ken Lucia, driving transactions.

Ken Lucci 0:33

Glad to be here.

James Blain 0:34

Hey, so today we're gonna have an m and a episode, and m and a is probably one of the biggest things going on in the industry. I think it's gonna go up right? For those of you that, I mean, what, uh, essentially mergers and acquisitions have become a massive part of the industry. We keep hearing about companies getting purchased, companies getting sold, people getting into the industry, people getting out, and so we really wanted to take a moment to come together and talk about what that looks like. Thankfully, my, my co-host happens to be an m and a expert.

State of M&A in Chauffeured Transportation

James Blain 1:06

So Ken, can you kind of set the stage for us, what, what is going on? Why is this such a big thing right now?

Ken Lucci 1:13

Um, interesting. So we thought that coming outta the pandemic that we see, we saw the, the height of m and a because people were. Aging out. They were past the point of, we call it the silver wave, people wanting to sell their businesses because they were, you know, mid sixties, late sixties, um, and 21. The pain point at that point remember, was CDL drivers in getting chauffeurs back to work. I think what kind of slowed m and a down between 20 at the end of 21 and 22 was 22. Everybody was making a tremendous amount of money, and I mean, record amount of money in the industry, right? A lot more revenue, a lot less trips. Um, so I think it's a few things. Number one, I think it's a, I think the people taking their eye on the off the ball when it comes to financials, I think they've loaded up with debt and it's not as easy to raise prices through the roof. We, we don't see that happening anymore. So I think number one, it's, it's, the heyday of, of, uh, unabashed profitability and unabashed raising of prices is over. Um,

James Blain 2:21

you think we've hit that ceiling on prices? You think we're at that point where we're we're really pushing it

Ken Lucci 2:26

we, we have hit that point on airport. We've hit that point on with corporate. We see a lot more RFP. We are, we see it on both ends. We've got corporate clients that, that have us do some analytics, and they have us to do, do some KPIs and, and RFP work. Um, so I, I do think we've hit it on the airport. Do I think we've hit it on the others? No, I don't, I don't think we've hit, hit the highest prices on vans, minis and motors. I think the people are, are, are, are, need to keep their big focus on how they're, how they're, um, pricing out contracts. We have a lot of clients that come to us to help them with RFPs and contracts and logistically understanding what their costs are to do, you know, corporate shuttle work every single day. They're enamored with the revenue every day, but. You know, to the point where they're dropping prices and dropping their pants and they're, they're not covering their cost, including their soft cost. Um, so m and a, I think it's, I think it's picked up drastically because it's, it's, uh, the cost drivers including fleet insurance, uh, has gone through the roof and, uh, repair and maintenance and, uh, is, is a lot more expensive, uh, on the fleet vehicles than it was pre pandemic. So I think it's a combination of those things. Um, I also think there's a little bit of a scary mentality, uh, might be a herd mentality that so and so sold, uh, uh, for, you know, what so and so says is a lot of money. So, geez, I guess I should be doing that. Um, the, you know, the reality is preparing a company for sale is probably one of the most important exercises that you should be going through. And you, you, you don't go through it with your CPA because they don't know the metrics of the industry. You certainly don't go through it with your lawyer because, you know, they're, they're focused on legal protection, but preparing the business both financially and operationally and, you know, uh, I I liken it to, uh, if, if you try to sell your house, you don't open, you don't have an open house before you take care of the black mold in the basement or the leak in the roof, or replace the appliances or, you know, paint, paint the walls that haven't been painted since the seventies. And people do, I see operators making mistakes that way that they have not prepared. My best clients prepare years in advance. Um, my worst, my worst clients are the ones that call me and say, I need to get out within 90 days. It's really not you, you fall victim, you know, you fall victim to not, not, um, having your stuff in order. And when you, when you, they say lifting up the kimono in the m and a business, when you're lifting up your skirt, um, you know, there, there are things that you shouldn't see. And, and at the end of the day, the better prepared you can be financially, um, at closing, it will benefit you. Uh, the, so I, I think that, I think it's a combination of things. I think age is, is, is a big piece of it. Um, I think there's also a lot of buyer activity and um, there's a lot of activity, uh, there's a lot of buyer activity in the space that, um, how should I say this? You know, if, if a buyer, if, if a buyer broker approaches, you understand the buyer broker's tactic of telling you, I have someone interested in buying your business. Their tactic is to tie you up on a contract. They're, they want to tie you up for 12 months, and if you, if they have one specific buyer, then, and all you're doing is working with that buyer, rather than doing what we do, which is preparing a business, valuing a business, creating an information package, and going through a process of showing it confidentially telling, showing the business to, to the most viable buyers in the space. Um, whether it's inside the business or inside as operators or in the financial market. Um, I think you're selling yourself short, right? I

James Blain 6:41

Well, and and how many times do you do that? And they get a better offer somewhere, right? I mean, they're, if you just got one person buying, that's gotta be, you know, you're basically playing into their hands, aren't you, Ken?

Ken Lucci 6:52

yeah. So the most masterful, the most ma out of the 30 or so that we've done, the most masterful transactions have been when we've had. Two or three buyers vying for the same company. The other, the, the other masterful is we had was when we went to the biggest player in, in the same region. And, and the seller said to me, I wanna show it to them first. And I said, okay, well, if they think they have exclusive and only then we're not gonna get what we want out of them. But masterfully, we said to this, this buyer, if you make me go to the open market, you will have a massive competitor in your market. So if you are going step up on any acquisition, this is the one that you're going to step up on. And the funny thing is, it was a, it was a tough transaction, uh, dealing with the lawyers all on both sides. But it, it had the most upside for the seller. Um, it had a tremendous amount of upside for the seller. And, and this, and out of the, out of 30 something transactions we've done, I can tell you, I can give you, uh, references from every seller and most of the buyers will say, yeah, he was a little, he was a little difficult to deal with, but his stuff, his work, his work product was absolutely unbelievable.

James Blain 8:15

Stop being so difficult, Ken.

Ken Lucci 8:17

it's not in my nature. Um, so, you know, the m and a process can't be short circuited. So when you do make it a, when you fall in love as a seller or a buyer, when you fall in love with a target, whether it's the buy side or the sell side, you're really limiting yourself. Um, you know, the,

M&A is a Team Sport

Ken Lucci 8:40

the, the one of the biggest acquisitions that took place so far took about a, it, it actually took about three years to do, and that was the Windy City deal. And George Jacobs will have him on. He'll tell you that he went through quite a few suitors. And he found, he found one that he felt, you know, was, was great. And he did that by a process of going, following the process of preparing the company, making some financial and operational, um, spit and polish improvements, if you will. And then presenting the company to several buyers. Now, the funny thing is, a lot of times companies will get approached by a buyer and the buyer will say, well, we don't like intermediaries. Because what we're doing in the industry is incredibly, um, confidential.

James Blain 9:32

how convenient. So, so the guy that's supposed to help me if I'm the one selling my company. Is the one that you're telling me we don't need to have involved is what I think I'm hearing here. That that's very convenient. That's very

Ken Lucci 9:43

listen, it takes a team, okay? It takes a team. And we are just one cog in the team. But we are the mo I believe from a prep perspective and from a financial analysis perspective and telling the story and the op financial opportunity and operational opportunity, we are critical. And, and you can't replace that. You can't short circuit that because the, if you are, if it's, if it's just all you're gonna do is entertain the one buyer, and because they have supposedly secret sauce, I think you're limiting yourself. The other piece of the puzzle is you cannot save. There's no such thing as saving money on consultants, lawyers, and accountants during the acquisition process. When you save money in the process, you lose at the closing table.

James Blain 10:33

Well, and, and you know, a lot of us have been in business for a long time, right? But if you've never sold or, or purchased a, a business, a lot of this is really new to you. And you and I have talked in the past, right? If you're only pulling 60 grand a year out and you want all this money for your business, you know, a lot of us are emotionally invested. We're physically invested, we've got time, we've got energy. I think what you're saying really rings true because you've got to be able to step back and say, okay, I'm getting out. But you are. I mean, and for most of us, this is our baby, right? You know, if, if it ever came to the point where, you know, uh, my partner Bruce and I decided we were gonna sell packs, man, that'd be a hell of a conversation because this is kind of our lives. These are our friends. These are, you know, more than just customers. So I think what you're saying is extraordinarily important because if you don't have those people to help you step back, to help you get out of it and look at it. You know, you're really setting yourself up to get taken advantage of and to get taken for a ride, aren't you, Ken?

Ken Lucci 11:34

Uh, yes. And the only reason I know that is because we've had access to, well, we've done some mid 30 as far as seller facilitations just facilitating the deal for the seller. We've done, um, probably 20 buyer due diligence where we do not negotiate for the buyer. The buyer, the operator, the buyer, whoever it is, has already found their target. And we do buyer due diligence. We're doing a bunch of that right now. So we, we assemble the package, um, and then we do the lender side. And what people don't realize is, I mean, we've known about the, the transaction that just, we knew about them a, you know, in some cases, almost a year ago, nine months ago, because lenders were certified to do fleet valuations, et cetera. They'll bring us in, they'll bring us in, the lender will pay us. Uh, by the way, we make the least amount of money when we work for banks. Don't, don't ask me why. Um, so, so you can't short circuit the purse, the, the, the process. And, and one thing I'll tell you is I, uh. I've never seen any business owner that even if you've bought and sold a few businesses, the nuances of every transaction are different. And we've seen the pitfalls of not using a transaction attorney. We've seen the pitfalls of letting your CPA tell you what they think the business is when they have never looked at a transaction in the market, never looked at the transac, and they don't know the market. Right? We, we, we have a database that we subscribe to that's, you know, every transaction that's pretty much that's been taken place with any kind of lending. We, we, we have access to it. Um, we, in some cases they become public, just overtly public knowledge because of the filings that have to be done. So I think that operator to operator transactions, um. Um, I think that it's great if you want, you know, I understand confidentiality. Everything we do covers, con covers that. I mean, there are transactions we've been involved with that nobody, nobody will ever see our fingerprints anywhere near them.

James Blain 13:45

Yeah.

Ken Lucci 13:46

But it takes a team and it's not, it's not, you know, the, your bookkeeper, it's not your CPA, it's, it's an outside, you need a tax planner that's, you need to consider the tax implications and all of the tax maneuvering well in advance of the exit plan, right? It is not, I have an offer. I'm gonna accept the offer. Oh boy, what are my tax consequences? The tax planning piece can take a co, it can take a few years, and I don't wanna burst any b anybody's bubble. But 90% of the CPA firms that are out there are not certified to do tax planning. But let me be clear, clear on something. We're not tax planners. We have people that we recommend. And we tell, we work with our operators who are thinking about ex exiting, and they will do certain things legally from a, from a, from a corporate perspective and also from a, from a prep perspective, that are way over my head. And it's, and it's because we, they're dealing with certified tax planners, certified tax professional. So your CPA is typically, he's, his job is to tell you what you owe for taxes and, but as far as tax mitigation, that he'll take all the deductions he possibly knows about, but the specialty of tax planning is critical. The other thing that's, that's critical is a transaction attorney, someone that knows how to interpret transaction agreements, stock agreements, et cetera. And it's not your real estate attorney, it's just, it's not your general counsel. It's a, it's, it's a specialty because in a lot of cases. The agreements will have, you know, what they call a poison pill or a trap door that favors one or the other. Um, and then what we do more than anything is, first of all, we do the financial analysis that says what your healthy metrics are and what their, what our unhealthy, what can we possibly change, what can we help you with? We document your KPIs. All of, we do a full analysis package and then we do an informational, informational package that tells the story. And we tell the story in such a way that there's nothing proprietary, that we don't give anything away. We've recently seen operated to operated transactions where the potential buyer has found out so much that they should not have known, and then the deal didn't go through in interesting statistic. For every one deal that gets announced, there are four deals that fall apart and that's just, uh, that's just general business brokering, right.

The M&A Process

James Blain 16:25

and, and that's kind of a takeoff point for us because, a lot of people don't necessarily know what this process looks like. I mean, what if, if we went really high level and we said, you know, how does this, is it just, Hey, I like John's business. I'm gonna go up to John. I'm gonna ask him, it's for sale. I mean, what does this typically look like out there in the market? What's, what's kinda the process that it goes through at a high level?

Ken Lucci 16:45

Ideally, the ideal process is you start an exit strategy. You, you start discussing an exit strategy several years before, and you align that by making the changes in your business necessary to improve the value. And it's simple. You have to improve profitability and, and both standard EBITDA and adjusted ebitda. Those are the lending, those are the, the, the, the, the, the lending data that, that banks will look at to finance these kind of deals. So it's not impr, it's not, it's not, you know, just going crazy, growing revenue because if the revenue's not profitable revenue, it's actually gonna hurt you. Right? So it's improving the profitability of the business, improving EBITDA and getting your financial books in order. It, meaning they have to, I don't mean that they have to pass an IRS audit, but they absolutely have to pass a due diligence process. So you can't have anything hidden, and you have to have them clean and they have to be gap. Um, we've walked away from clients that have not ref, they've not, they've played games on their financials and their financials have not been gap. We've made suggestions that

James Blain 17:55

What, what does that mean by the way? Gap for those of us that, that aren't familiar with that.

Ken Lucci 17:59

generally accepted accounting principles. Right? So there's basically rules that, that every, that the, uh, American Academy, excuse me, American Accountants, CPA, firms follow, and it, the generally accepted accounting principles are what, what are taught to CPAs and accountants. Um, and we've had situations where operators have done their own books and they think they're hiding. They think that they're, that they think they're, they're hiding something. What. Well, it's gonna come out right? It's, it is absolutely gonna come out. And if it comes out at the wrong time, it's a problem. So getting your financials in order is critical. And in most cases, the business, every case, the business. I've never met a business that was ready to sell. I've seen some that have absolutely perfection on financial, their financials and their KPIs. But it's maybe one out of 10, maybe even, maybe one out of 20.

James Blain 18:55

It, it's different than running your business regularly to get ready to sell, is what I'm hearing is this. This is something you don't say, I run an awesome business, I'm gonna sell it. You have to actively make a decision.

Ken Lucci 19:06

and you have to actively prepare and you have to put your team together and, and you have to, you, you have to invest in an exit plan. You have to it ideally, you want to. Have plenty of time to do it. I mean, the minimum should be 18 months, 12 to 18 months if everything looks good. If you have to make some changes. I mean, we just looked at a company, we, we were hired to value a company and there's actually two divisions of a company and we value them. But the sad part is they have, they're, they're, their EBITDA is not where it should be. Their net, net ordinary income, their profitability is not where it needs to be. So even though the owners are taking out really, really good money, their EBITDA is probably half of what it should be from an industry average perspective. And we identified things that they should be changing. And we've said, here's what your business is worth today, but if you make the following changes, this is what it will be worth in. And we really want to see two years of performance

James Blain 21:15

So does this provide an opportunity then for companies that are looking for growth through making a purchase, knowing that a lot of companies are not planning to sell, they're not putting that one to two to three years in. Does that mean that there's a great opportunity to purchase those companies that aren't taking that step? Or how does that, how does that play out from the buyer side with today's market?

Ken Lucci 21:34

Um, uh, let me just say, say flat out the, the, this is, when it comes to selling businesses, uh, it is always a buyer's market. Let me tell you why. Less than 25% of private businesses ever sell, ever sell. Um, and it's for all the reasons we've talked about. They either don't prepare, right, or they enter, uh, discussions with a, with, and they don't realize, they don't realize what the process looks like and it fails. So 25, less than 25% of businesses ever sell, especially when you're talking about the, the under 5 million mark, right? It's a little bit bigger, a little bit better on as the businesses grow, but that's a statistics that that's known throughout the business brokerage. Industry.

James Blain 22:18

Across the board.

Ken Lucci 22:19

Across the board. Part of the reason why is, is number one not prepared. The second reason number two is it you, you don't have the right team in place. You think your lawyer's gonna do this for you, right? He has no idea what to look for. And I, I say this to people and it's not an insult to their lawyer, okay? But we know the market, we know what buyers look for. We look, we know the due diligence process. And a lot of times a lawyer who's running a process, who's trying to run a process, whether it's on the buy side or the sell side, a lawyer is built, his mind is built, okay? On for the, for the buyer, he is trying to eliminate all risk, okay? But for the sell and, but for the seller, okay? He's trying to be an adversary, okay? He thinks that the buyer is the adversary, and that's not the case. You can't go into it as. As this is the adversarial, we're adversaries because the seller has to live with the buyer the day after the transaction. So what we do is we kind of corral the troops, if you will. We're a, after we've prepared a business, we are the buffer and we save money because, you know, we, we, we stop the $600 an hour beasts, right? From, from, from, from, from, from wasting valuable time and money. And, and I'll be on the phone with, with the seller's attorney and I'll say, I can already tell you that's not gonna fly. I'll, I'll then get on the phone with a buyer's attorney and say, uh, no, that's not gonna fly. And what did I just do there?

James Blain 23:52

You save five hours of arguing on each side.

Ken Lucci 23:55

Right, right, right, right. Exactly. So, um, is it an opportunity, uh, uh, is a tremendous opportunity. When an operator has, is when an operator, if a, if an operator wants to buy, they have to be in the condition to buy. I've seen too many operators that want to get, I met a bunch of at, at the, at a con, the conference in DC in the fall that want to buy companies. And the first question I asked them is, how's your liquidity? Okay. And they went, what? How's your cash liquidity? How's your debt structure? How's your operation doing? Okay. If you don't have cash liquidity, if, if, if your debt is too high right? And you are not profitable, an acquisition will weaken an already weak host,

James Blain 24:46

Yeah, it's not gonna make it better.

Ken Lucci 24:47

Right? And that's the sad part. You know, the, the sad truth is, is the only thing that grows for the sake

Good and Bad Buyers

Ken Lucci 24:54

of growth is the cancer cell. Okay. Uh, okay. And so strategic acquisitions are exceptional. And, and they, you, when you go into looking for an acquisition, I always ask a buyer, what's your strategy? And when they say, well, he's for sale, okay, that's not a strategy. My strategy is I want to go from Philadelphia. I want to go up to, uh, Newark. Great. I want to go from Northern New Jersey down. I want, I've got right? I've got $500,000 worth of business in Philadelphia and my affiliates giving me a hard time, okay? Which is another subject, but it has to be strategic on the sell side. You know, you brought up the number one problem that I deal with every, that I, that I have to deal with, with, with small businesses. And to me, a small business is, is under 20 million. It's just the way it is. Any, any business that was started by a founder and the founder's still running the day-to-day as a small business, you know, is the, it's a very emotional process of selling a company. So

James Blain 26:04

It becomes part of who you are,

Ken Lucci 26:06

right? But it's even more emotional. Even more emotional three situations, number one, if you're not ready to let it go, okay, I've sold four businesses. I couldn't wait to get out the door. Okay? And I'll tell you why. I mean, I grew them to the point where I was my PI reached my Peter principle, right? Or I reached the point where I said, this is the success and I owe it to my life's experience to do something else. I've never looked back. And that's just maybe, unfortunately that's the, you know, but that's, that's not what happened. So they're not emotionally ready to, to, to sell. Number two, they're delusional about what they think their business is worth. Okay. That's the the second

James Blain 26:45

That's gotta be pretty common, right?

Ken Lucci 26:47

It it's, it is, it is a comment and it's so much misinformation in this industry, and part of it is because that everybody wants to look good on, uh, after they sell their business and they embellish, they embellish what, what happened? And they're also buyers that are embellishing. There's flat out buyers that embellish. And, and our job is, to bring a reality check.

James Blain 27:12

How does it look like to the buyer? What? What does the embellishing do for the buyer? Are they just poisoning themselves for future acquisitions?

Ken Lucci 27:18

so the part, the, the buyers that, the buyers that are in my mind exaggerating are the ones that come in and say, you know, we're gonna pay you X multiple for your business and then we're gonna help you make it more profitable because. That X multiple, they pay. They're actually, you know, you get that a few years down the road. Okay? So I'm gonna break it, I'm gonna break that down. And it, it's, it goes like this, you know, let's just use a multiple of three for the enterprise, okay? Alone, or five for the enterprise with a serious fleet. Somebody comes in and says, I'm gonna pay you 50% or 60%, or 70% at closing, and then you're going to get the rest in an earnout, or you're gonna get the rest in another instrument that might be minority stock, and we're gonna help you grow this business. So that's actually a contingency sale because the definition of a contingency is something has to happen. In order for a result to occur, as it, it as, as opposed to a buyer who comes in, you know, one recently in new, uh, Pennsylvania, New Jersey line came in and said, look, I'm gonna buy this business. I'm gonna pay you this much. And by the way, there's a promissory note for the rest. You're gonna get that money. It's gonna be interest. I'm gonna do a corporate guarantee. I'm gonna do all kinds of things to make sure that you're gonna get that money. And by the way, your attorney's gonna also make sure as well, the other, the other type of a transaction is, is a contingency, right? It's, it has a level of contingency in it, whether it's, say, in order for you to get the earnout, these things have to happen, right? So I always tell people going into the process, it, it, it, whether they use us or not, always assume that the buyer is a liar. That's a hard thing for me to say. Okay, but when you hire me, when you

James Blain 29:27

but, but they've gotta make money, right? The goal, the goal of the purchase is for them to, to make money. And just like when you go buy a car or anything else, the more the, the less they pay, the less you pay, the more they make. So,

Ken Lucci 29:39

I'll tell you something, I'm gonna tell you something right now. I'm gonna dispel that the best buyers, the best buyers, the best buyers, the best buyers of any businesses wanna make it a win-win. And they have the intention of making it a win-win. And they, and there's a guy like me in the middle with two attorneys saying, you know what, this is gonna be a win-win. Everybody's doing their job, it's gonna be a win-win. Right? And there are certain things along the way that have to happen to make it, make it a win-win. And part of it is the history of who you're selling to. Okay? Uh, I can tell you the operators that, and I'm in the middle of a couple right now, where the, it is an operator to operator transaction. Where they didn't have good representation. And I'm unwinding bad situations. I'm unwinding really serious bad situations. Um, but the, the, the best deals in, in the, in any industry are, are a win-win where going in you address as much as you possibly can and the, the seller goes away with a little less than they expected and the buyer goes away giving a little bit too. Okay?

James Blain 30:51

Yeah, to push pull.

Ken Lucci 30:53

Right. But, but when you have predatory buyers, and there's a lot of 'em on the PE side, private equity side, um, the private equity, I'm dealing with a private equity company that has a couple billion dollars in assets. Let me ask you a question. Who's got a better return? A $10 million seller or private equity firm that's based That, that, that right? That,

James Blain 31:17

Yeah, I don't care how many times, I don't care how much you have lunch with your lawyer, he ain't got the firepower of the big

Ken Lucci 31:23

right. So, so when you go into the process, okay, you go into the process with the best team that you can. If you go in alone, you go in and naked and, and I, look, I don't care who you use, we do a phenomenal job. I think the fact that we've done everything by referral has been fantastic. And by the way, two NLA presidents have sold their businesses through me. Two, two of the largest transactions that have taken place in the industry since I started this two NLA presidents were not, can't be, they were not wrong. And, and we've done, you know, five of the biggest deals at, at, in the industry. You know, there were, there are a lot of bigger deals that I, I, I got a customer call me that does that. They're a customer of mine and they're a $60 million company. And they're thinking, you know what, Ken? I think we want to, we want to sell. I'm like, okay, well, I'm not for you. I'm too small, but I'm gonna prep you now. I didn't, I didn't mean that from stature. Uh, only kidding. Um, I'm gonna prep you, right. I'm gonna prep

James Blain 32:27

but, but you did the right thing. You did the right thing. You didn't try to go into water that you shouldn't be in.

Ken Lucci 32:34

you know what they did? They hired that company and me, and me, and because we do a phenomenal job on financial analysis, KPI analysis, preparing the company because we know the industry, right? So we'll look at things like, uh, revenue concentration here, the margin of the shuttle service, you know, and then the big company will do the massive marketing of the enterprise to buyers that, you know, from around the, from around the country and around the world. And the funny thing is, we help the seller pick who that was. We helped the seller pick the investment bank that they went to. And during the process, they sent us the information package, they sent us their work product, and, and I, we made some really solid suggestions as to who to show the business to, who not to show the business to, because we, we were a little bit more intimate with who the buyer categories were. So, but you know, I can't stress enough that you'll never go through this process enough as a business owner to master it. The only reason why we've done, we have a massive access to financial data and critical metrics. We know who the buyers are, we know what the healthy metrics should be, and we know how the lenders are going to react as well. Um, and there are, there are transactions that take place in the industry that we've been behind the curtain on. And that's something where behind the curtain is, is a, is an axiom where we are not negotiating with the buyer. We're not negotiating on behalf of the seller with a buyer. We're not trying to find the buyer, right? The seller has, the seller has come across this buyer and they want our help because we know who the buyer scenario. And I will share something with you if you ever come across, if you're selling pacs and the people that come to you and say, we want to buy your business, but we don't want you to have an intermediary. What they're saying to you is, we wanna buy your business and we want your pants around your ankles when you do it.

James Blain 34:40

Makes sense.

Ken Lucci 34:41

I'm, I'm serious. And, and you know what? I, every buyer in the industry sands one. Every buyer in the industry that we've come, that we. That we've come across out in the, out in the market absolutely solicits our opinion on deals we've never, we're not even involved in. What do you think of this? What do you think of that? But I really have to question, like, and we've had a couple of PE firms that we've had to work really, really hard at proving our value. You know, I question how, why you, you would say to someone, uh, we don't want an intermediary because, you know, what we're doing is super, super secret. Because I'll tell you something. The first time they do a deal, nothing secret anymore.

James Blain 35:23

Right. Well, and, and let me ask you something. You know, I, I think there's this myth. That you sell a business, like you sell a car, you sell it, you get your paycheck, you leave, you

Good and Bad Sellers

James Blain 35:33

ride off into the sunset. That's not how it works.

Ken Lucci 35:36

No, it's not 60% of all transactions that take place in selling private businesses. 60% have some element of seller financing. That's not because Ken says it, that's a statistic across the board because there's risk involved. Okay. If, if you, as a seller want all cash at closing, I can do that for you, but it's not gonna be a top multiple. Okay. Let, and let's clarify Fleet. I can get anybody financed on a fleet as long as their financials are in order. I can get any buyer fin uh, financing on fleet. I mean, we had a situation re recently, it was a $10 million seller Okay. And a $5 million buyer. And we were doing buyer due diligence. And their finance, their financials were not such that they could afford this fleet. We tried everything and it eventually went to another seller. Right. It was, it was more of an open process. And we tried, we tried everything. But, you know, to, to your, to your point, this is not this, you are selling a lot of intangibles here, right? The tangible piece that you're selling is the fleet. I mean, I could teach somebody how to value a fleet in an afternoon. You just look at three comps, or I can teach you a depreciation calculation from what a new vehicle would cost. Right. I, I could take you through that. Literally, I could teach Bentley that, Jack Russell, how to do it. But as far as se, as far as selling an intangible, it is, it is a, it is a lot, it is documentation of financial data and KPI data that you as an operator, even though the best companies I've dealt with just don't have this kind of data in a package. Right. And then it's tell, it's, it's creating the, the information package and, and exemplifying the opportunity

James Blain 37:23

Well, and, we're seeing a lot of owners stay on board through the Right. You know, I sold my business and, and this, this ties right into that. I sold my business. Why the hell are you still here? Right. You know? So you see so many people that have sold it, but they're still materially involved in the business. They're still there. They're still working on that business.

Ken Lucci 37:41

I I, and that's, and that's, and that's the best way to limit disruption. some sellers don't want to, they're where they're packed before we sell the company, and they'll stay on for 30 days, or 60 days, or 90 days because they're aging out. In other cases where it's a bigger organization and it's been part of the transaction negotiations where the buyer says, part of this is you will stay on and you will receive great employment contract, which, you know, we've helped negotiate as well as, you know, the earnout, the earnout that you're going to get or the portion of the deal that you didn't get paid at closing. The best way to make sure you're gonna get it is if you stay at the helm,

James Blain 38:23

Okay.

Ken Lucci 38:24

okay? Now, at the same time, the company's not your piggy bank anymore, and the company's not yours anymore.

James Blain 38:32

That's gotta be tough. I,

Ken Lucci 38:34

Oh, some owners never make the transition now, happily. I mean, I've got, I've got guys that are now, that I never thought would do it, that are now the mo, that they're the best employee that this buyer has. Now, I've

James Blain 38:46

Well, there's probably a lot of pressure that comes off at that point too, right

Ken Lucci 38:50

Oh, absolutely. I've got a guy in New York that's, that's absolutely was one of the best high touch operators in the entire country, and he's senior vice president of the buyer. And I never thought he would stick around for six months because, you know, he, he wanted to go off and play golf and ride horses, but he stayed on. I got another guy that, that, that took a sales, that this VP of sales and this guy for the buyer, he stayed with the buyer. This guy is a better buyer rep. This guy makes the buyer's company look so much better. He's the most professional salesperson because he was a company owner. He's a man of stature and he, and he got it. He made the transition, but a lot of people can't make the transition. First of all, it's not your company, it's not your piggy bank anymore. And second of all, you, you have to take on the role of a C-level executive for a company that's bigger than you. And they will make the decisions. Now, when we negotiated those deals, you know, we negotiate the finance, the, we negotiate, help negotiate the employment agreement, or, or we're confident in the imp in the, in the attorney. And when I leave the process, when I leave the process after an LOI, uh, on the, on, on, when I'm repping the seller, it's because the attorney is top shelf, right? If you seem, if I'm in the middle of the process till the day of closing, it's because the, the attorney needs help or the attorney is fluffing up their bill. And I want to keep it down for my client, but I think that's the toughest p for some people. For some people that's difficult. For others, they shined. Right? They're like, I don't have to worry about the burden of personally guaranteeing anymore. I, I'm free. I've got people that are here. My team is fantastic. And the funny thing is the best companies I've ever sold already have a team in place, and the owner is a less important cog in the wheel.

James Blain 40:39

well, it's gotta bring the value up too, because I'm not dependent on that. You, you, it, it's that point of transcending to where in a lot of businesses, they never get to the point where the owner isn't the business anymore.

Ken Lucci 40:52

Well, those are the toughest to sell. Okay. I can tell you right now, I mean, if, if, if the toughest business is to sell. Or when the, uh, when the owner is emotionally involved and he has really bad information from whoever about what his company is worth. because they don't know the market. The second is when the owner is literally seven days a week knee deep in the business. Those are very difficult to sell because there's a such a blurred line, right? There's a blurred line. And even the best buyer has to come in and say, holy crap, I need to fix things. Those are the worst sales to make. By the way. When, when, you know, and, and I, I have one promise, I one promise I made myself when I get into this, 'cause I'm a contrary to popular belief. I'm a shitty salesperson. Okay, wait a minute, wait a minute. I have to believe in what I'm selling that, and that's my fatal flaw. You can read it on my face. So I don't lie for sellers and I won't lie for buyers, and I won't lie to sellers and I won't lie to buyers. And that's why, you know, when, when a buyer says, I don't want 'em in the process, that's. That might be part of the problem. Okay? Because I won't, I won't sit by and watch a lie, okay? I won't sit by and watch a lie. I won't let it go because I don't give a, I don't care what the commission is. It's never enough money to ease my conscience. Or when I'm walking down in a conference, you know, there's been people that have come before me in this industry that have done this, that have been an M&A person. They don't show that, they don't show their face at conferences, okay? There are people that do this part-time, okay? This is not something you could do part-time. First of all, the certifications to do this are, are, are serious. And second of all, this is probably the most intense thing I've ever done in my life. Okay? I mean, intense. And when there, when we get to specific points in the process, it gets even more intense. The only way it works is when you have sellers and buyers who have the right intentions, okay? They line up. if you have a predatory buyer, okay. Or someone that I've, I've had buyers approach me in the middle of repping a seller, repping a seller who have said to me, uh, we've got three or four transactions coming up. You know, we want to put you under agreement. And I've said, you don't have enough money to put us under

Valuation Components & Examples

Ken Lucci 44:21

agreement because that means I, I won't work for any, I can't work for anybody else. I've had buyers want to, uh, bring us on exclusively. I, so, so it's, we, we are the neutral arbiter. And the way it works is we are very well known. We don't live and die by a, a commission, uh, buyers, a, a business brokers charge 15%. We charge three. Okay? We, we, we get paid a retainer to prep you. And then we take a small commission and, and, and the reasoning is this, you know, these businesses don't sell for what people think they are. And we don't take a commission on the fleet. But a but a business broker, the reason why they take 15% is they only sell 20% of what they represent. We sell, we take 3% 'cause we sell about 80% of what we represent. You know why we don't put, we don't put companies on, we don't take companies and put 'em on the market unless they're, unless they're ready to rock and roll, unless they're ready to roll.

James Blain 45:20

So, so let me, and, and I apologize if I'm putting you on the spot, right? But if you have a $5 million company, what would a typical $5 million company look like? What could a typical owner expect if they got out? Right? Do, do you have any kind of, is there, and, and maybe the answer is, well, it depends on every company, but if, if somebody is listening to this and they're saying to themselves, I'm at that $5 million mark. I want to be out in two or three years, I now know what I've gotta do. Right? Obviously call Ken top of the list. But what if, if I'm at that point and that revenue stays the same and I can get my financials in order, I. What might I expect that to be worth? If it was a

Ken Lucci 46:00

Uh, I, I, I can tell you that I've seen $2 million companies that are worth more than a $5 million company. I've seen $5 million companies that are worth more than 7 million to 8 million. You know, the answer to the question is, first and foremost, there's only one way that banks, view the value of a business. And it's a multiple of what's known as ebitda, earnings before interest, taxes, depreciation, and amortization. And it's not rocket science, okay? Every transaction that comes, that has come before. You know, the, there's a database with banks have access to it. So the multiples on businesses alone, just enterprise alone, no fleet is somewhere between a two and a three or a two and a three and a 3.5. And we have an internal metric that we use, a scale we use that pushes it, determines what it's gonna be. And there could be a risk factor applied as well. But it's, that's the multiple. And then as far as with fleet, okay. And, and, and we always start the process by valuing the fleet separately. And I'll tell you why. If somebody is extremely fleet heavy and the value of the fleet is high, right, they're actually gonna short themselves on the enterprise multiple. So, so there are some buyers that like to do a wrap and, and they will only give you an offer based on. A wrap of an entire package, and those go between 4.5 and 5.5 times ebitda. And I can say those flat out because the art of what we do is what goes into that EBITDA number. Okay? We, we literally look at the financials of the past five years. We pull out expense anomalies, we pull out excess owner consideration, we pull out a lot of things, and we create an adjusted ebitda. And w this is, this is the negotiating page in the financial analysis where we will put down every adjustment that we believe and we will put a hundred percent on it. And then the buyer comes in and they will disavow or ev vow what we're talking about. And that's my job. That's where we make the most money, is to say, wait a minute, this is an expense. You will not ever, ever, you're not gonna pay this guy's daughter. You're not gonna pay this guy's wife. You're not gonna pay for his five cars. Right? Right, right, right. So my job is part art, part science. The science is the calculation, the art is what goes into the calculation, right? So, um, you know, a $5 million company should have mid to high teens for ebitda. So it should a $5 million company. If it's run right and it's profitable, it should have 15 to 17% ebitda, the best we've ever seen, a 22 to 24% ebitda, right? So you have a multiple of that. The key is when you have someone that wants to buy the whole package, you have to start with the foundational, the fleet foundation, because look, we know from a concrete perspective what that fleet is worth. We know what it's

James Blain 49:05

That's a, it's a fixed number. That's, that's not the rock, that's not the hard part.

Ken Lucci 49:08

Right. So the, the, the rest of it is, the rest of it is, you know, the cash flow of the business. And then the most important is what we call the net equity calculation. It's, you know, you owe money on your fleet or you, you owe an EIDL loan. So this is what your seller proceeds look like. And ideally we wanna have that equation done 18 months before you hit the market. Because we want to say from a tax perspective, if you do nothing, this is what you're gonna pay in taxes. But if we, if we work with a tax planner and we've referred, uh, people to tax planners and, and we are, you know, I'm very skeptical on referring people, but we will help identify and interview tax planners so that, that people can take appropriate measures. Um, to do it. So, but make no mistake, I've seen $5 million companies that aren't worth anything because they have practically no profit, right? That's the e in ebitda. E is earnings, right? Um, and you know, part of what we do is educating people on the entire process and financials. Um, and I've seen people with, you know, very single digit ebitda. I've seen people with a $5 million company where, you know, 2 million of it will be revenue concentrated with two or three accounts that scares the crap out of buyers, right? So there's a lot of things that go into this, and which is why if your process is you are operating your business and you're really, really good at getting cars from point vehicles, from point A to point B, and you're really good at operating your business, I don't know what makes you think that you want to take time away from that? And I'm gonna sell my business on my own. Why? Why? I mean, I can tell you in every case that we've been, we've brought companies to the table, we've gotten more money than if the person did it alone and, and on their own. And we've also, I I will tell you right now, we've absolutely alerted our client to potholes. And this on the seller, on the seller side, massive potholes. And what I love the most is when a process comes together and I've got multiple buyers and I've got multiple buyers, um, uh, vying for the business, and it's a good business. Right? That's the key. You've got a good product. And, and that's the best, that's the best time that we're able to say to a seller, you have a, you have B and you have C. Now you pick, who do you wanna sell this business to? there's a famous deal I did where I drove the owner of the company in New Jersey to three to three, to the locations of three buyers. Okay. we had the deals, we had the lois and we, we went to interview and talk to the buyers, interview the buyers. Okay. And, and we did, we did, you know, uh, extensive meetings with them, you know, and the ones that just wanted to go out to lunch, the one that just wanted to go out to lunch and really didn't want to go and, you know, look in his business. I said, well, what do you think? He said, uh, I don't know about that one. And then the last one, which I know was really a very, you know, a great, a, a great operation. The two of them, the actually three, they were all great operations. But anyway, the bot, the bot, the seller says to me after the, the last one, he says, listen, I'm gonna call you. And I said, um, I have a, I have a conference call. And I didn't take his call. I said, I would rather talk to you tomorrow morning. And that was strategic because I did not, I wanted him to think overnight and say, who's the best fit? But that was, that was a process where you never have seller's remorse. You know, the seller that, the seller that entertains one buyer and the entire process is listening to the bot. That one buyer with no sounding board, even if you have a good attorney, they're not in the industry. Right? I mean, I don't mind, I don't mind, I would love another great m and a person to, in the industry to, to talk to about this stuff. But I believe the seller remorse part of not going through the process and not entertaining multiple buyers, whether you get 'em to the point of an offer or not, you have to exhaust all possibilities because it's your biggest financial decision in your life.

James Blain 53:41

Yeah,

Ken Lucci 53:41

And that, that's kind of what weighs on me. And when I, you know, when I hear that so and so bought so and so. they, they didn't use anybody and they used a local attorney, right? 'cause we hear about it on the bank side. I kind of, I kinda shake my head.

James Blain 54:00

I, I think as we kind of draw this to a close, I think the big thing that has been the real theme here is to be intentional. Right? You've done a really great job of showing us the difference between just going out and saying, all right, I'm done. I'm gonna walk away.

Exit Planning

James Blain 54:14

It's that time, but truly being proactive and being intentional

Ken Lucci 54:19

deliberative

James Blain 54:20

that e Exactly.

Ken Lucci 54:21

having an exit, having an exit plan and exit process. E you know, the worst thing is, is you really weren't planning to sell. I talked to one guy who, who flat out said to me, no, no, I'm two years away. And, and he wasn't. I mean, he, he sold a business and I'm like, dude, I don't give a shit who you use, just use somebody. But at the, but, but at the end of the day, be deliberate because, because. You know, buyers have their own tactics, and if one of the tactics is to isolate you, and if one of the tactics is you don't know whether what they're asking you for is, is, uh, is good to, is is appropriate to give at that time. Or I have in many cases where I've said to the buyer, you do not need that information to create a letter of intent or make an offer. We would be happy to share that during due diligence. Okay. Including, you know, names of staff, uh, including customer lists. Customer names. No one needs to know that you need to know concentrations and maybe what categories, but that's really when, when it's a shame because I probably should have written down every one of the things where I've said, you know, that's really not. That's really not, you don't need to see that. And if you wanna see that, we need a refundable deposit and we need a contingency, we need a, we need an offer letter. Right? And we're happy to show it to you, but we think you're on a fishing expedition. You know, I'm gonna tell you one final story, and I know we're going over the line. We had a situation where the seller insisted, insisted on telling his upper management team that the business was for sale. And I said to him, flat out, that is the worst possible thing that you could ab you could do. Uh, that is absolutely the worst thing that you can do. Well, the person that's worked for me for 20 years, I said, my advice is not gonna change. That is absolutely the worst thing you could do. Well, he didn't listen. He told his, his ops manager and his dispatch manager, they proceeded to download the customer list. And, and, and, and walk.

James Blain 56:37

Oh,

Ken Lucci 56:37

and walk to, and walk to a competitor. And they stole 800. They, um, what amounted to $800,000. Okay. In a variety of c clients. And this owner was, he was a hands-on owner. But, but it's that easy. Okay? And, and part of the exit process will be if you start it a couple years in advance. Okay? Tell me about so and so. what do you have for an agreement with them? Do you have a non-solicitation? Do you have a confidentiality? Non-solicitation, non-acceptance, a agreements? And they'll say, well, con, non-competes are not legal. I said, that's not what I said. Okay. Now, A confidentiality agreement. Non-solicitation, non-disclosure and non-acceptance is, is, is it? You can compete in the same industry. You just can't steal my stuff. Right. So, and, and that's why I go with the statistic that for every one of these deals you hear about, there are four that That fall apart. Yeah. It's an inter, it's an integral process. I'm not saying I'm the best at it. I'll tell you, we are phenomenal at the work product piece. We're phenomenal at the information package and we're phenomenal when we're teamed with a great attorney and a great CPA and we all come to the table respecting what each one of us does, and that's when it works best. When we understand that our job is to get it over the finish line and just think about what I just said there, what are the odds that the buyer's ever gonna use their, at the seller's attorney? Zero. What are the odds that they're gonna use their CPA? Well, we've actually built that into deals, right? But. You have to look at the motivation of the people on your team. And the only motivation they should have is to get this deal over the finish line period. And, and you as the seller, need to understand that when you're listening to the advice from a variety of places. And the only way to do that is if you're fully prepared. 'cause a lot of things come out during the process.

James Blain 58:44

Well, I appreciate you going through it with us. I know, you know, for me, when we do these episodes where we get to really kind of dive into the areas that we live are actually some of my favorites because, you know, we spend so much time working with others, doing interviews, talking, sharing. You know, a lot of times we don't really get that time to really kinda dive in and really focus on what we do. And, and I will say, you know, I love co-hosting with you. I love doing the podcast with you. But I can tell you personally, well, personally, I, I've, I've actually taken a couple notes over here, not that I'm planning on selling anytime soon, but I, I see a lot of companies that they're not intentional, they don't have that plan. They think they might sell at some point and they haven't done it. And I feel like we could do a whole nother episode on here's the steps that, that you can do to get all those things lined up and here's how you short things

Ken Lucci 59:32

You should be prepared. Your business should be prepared to sell any day because if you're prepared to sell, you are also prepared to to borrow, right? So that if you are prepared with all of your financials, your KPIs, et cetera, and, and you are prepared not only for the sale process, but you're prepared for the next opportunity. Whether that is your competitors coming up for sale and you need to go to a bank, boom, you're ready to do it. Okay. And a lot of times they're, it's, uh, there's the, it's such a lifestyle business where you're immersed in it every day. The reality is, if someone walked up to you tomorrow morning and said, and it was a big LMS system, a learning management system, and they said, James, we love Pax. We love you. We want you to come work for us. Will you be ready? Now, I will tell one story quick, very, very quick. I had a guy who started a business and it was a great, and you, and I know who he is. He, it was a recruiting business. He started a business and, and, and, and a seller knocked on, uh, excuse me, a buyer knocked on his door seven, eight months after we did his, maybe a year after we did his business plan with him. You know, what sold him to the, to the, to the, the pe to the buyer, our business plan and our five year projections, because he was actually in his first year, we got him profitable, right? And the opportunity looked so good to this buyer who was semi in the space, right? But what did they want? They wanted the process that he has. They wanted his, they wanted his, uh, brand name, and they wanted the two owners. They wanted the two owners. So that deal, you know, was a piece at closing and then a piece over their three year employment agreements. But the secret was, and we prepared him very, very well, we prepared him to grow and because we prepared him to grow and we did his initial lending package, uh, to, for, uh, get financing. He was in the shape and ne he never thought he was gonna get an an offer. So, you know, it's an, the process is an investment. And, you know, one thing I will tell you is no, you don't, you don't have to sell your company at the end of the process. If we, we've identified with, with, with potential sellers the opportunities and we've said, what don't you like about your business? Because you're making good money, Ken, I don't like the seventies. A week. It's killing me. Okay, then let's try to do this. Let's get, let's get this in place. Let's try this because you are not sure whether you want to sell. So, uh, there's no way I want you to get to a closing table. And, and the work we have done has shown them and facilitated that avenue. So, um, but I think that 2025, I think the m and a side of the world is gonna be three, probably even two to three times more than it is today. I think it's gonna be driven by the insurance crisis. I think it's gonna be driven by the, the, the pro shrinking profits for a variety of reasons. Um, and I think that the, you know, we are, we're all aging. I, we can do many, many things, but we can't stop the clock.

James Blain 1:03:03

No. And you can't buy back the time. And you can't buy more time. You have what you have.

Ken Lucci 1:03:08

the best companies to sell are the ones that have 1500 reviews. Their service levels are fantastic, and they have all the systems and processes in place. And, you know, you know, I've sold companies that have had PACS in place. And, uh, the, one of the things we've said it, we've said along the way to the buyer is the reason why this company is successful is the internal team and the systems they have in place, including pacs, including the right marketing company. And, and, and, and, you know, don't come in and disrupt the apple cart and the smartest buyers don't disrupt the apple cart.

James Blain 1:03:44

No, and and I will tell you, it's, it's funny that you say that 'cause I've also seen companies that have been purchased that one of the first things they did, right? They brought us in, they brought their telematics in, they bring, we, uh, it just like any great person that understands repeatability, these companies have figured out their repeatability and they've said, okay, you're part of our, our family of companies now. These are the systems we use. We're putting them in place. We're putting them in now. And they're immediately able to take those companies. Sure. Those areas up and they're off to the races.

Ken Lucci 1:04:17

we can spend another hour on, in, on integration. You know, I, I love to do a day after closing, right? On

James Blain 1:04:24

Oh, I, we, we will definitely be doing that.

Ken Lucci 1:04:26

And, because, you know, if you, if you do it right, one plus one equals more than two, if you do it wrong, one plus one now equals less than two. Right. So you bought something, you, you took, you, you didn't take the best practices from both. You became wedded to the fact that because you bought it, you are smarter than everybody else. And I saw this in the security space, that's not the case. The the best acquisitions are the ones where you take both best practices from both operations. No one is the victor, no one is the vanquished. And you, you, you move forward as a combined team. Um, so there's definitely an art and a science to this. I've seen terrible seller remorse. Uh, not on deals we've done, but I've seen seller remorse and I've had to unwind deals where you know

Closing Remarks

Ken Lucci 1:05:22

that the deals didn't go well because they didn't have the right team in place. I don't care if you hire us or not hire someone who knows m and a knows the process. Um, we were just blessed. We had one of the biggest investment banks in Boston just referred me to someone. I'm like, how did you find me? He said. You're all over the place. I'm like, okay. Well, I said, I'm all over the place in a small industry. He said, yeah, and we're smart enough to say we don't know everything. You're coming in and he's on the seller side with me, and this guy probably has five degrees, you know, five degrees more than I do. And, but, but he, he valued the fact that we, we know the metrics.

James Blain 1:06:01

But there's an insanely important lesson there, and I don't want that lesson to be missed. Right. I want to, I want to explicitly point it out because with what you just said, there's a lesson there for every single person listening to this, right? We're talking about somebody that is representing a massive financial institution. We're talking about somebody and, and they know enough to know that in that industry, they need to identify someone that's gonna be the expert in that industry, that it's gonna provide them the knowledge that's gonna guide them through how many times as business owners do we think we're the expert will get through it, right? Even, even at that massive level, they understand the need for that and, and I, I think that goes back to being intentional as well. If you are going into an area where you are honest with yourself and you say, Hey, I'm not the expert. Know enough to know you need help and

Ken Lucci 1:06:52

Uh, the pre-close phone call is, is my favorite. And, and I say to, I always say to every seller, are you sure? 'cause you don't have to do this. The easiest answer for you is to not do this because you're a profitable business. And in fact, on the one of the largest transactions I did, I had to point something out to the seller that was not favorable on the buyer. I found out something on the buyer that I, I had sleepless nights over it. And I, I said to my business partner, this is gonna cost us six figures. If I, if I, if I. It could, it could tank the deal. And he said, Ken, we can't live with this. You have to tell the seller that you've uncovered this. And the funny thing is, their lawyer didn't uncover it. It was something in the buyer's background that happened on another trans, a past transaction that we, we weren't involved in. And I became aware in it, and I think, you know, the buyer held it against me because I said it to the seller, but I'm sorry, I became very close to the seller. I get very close to all of my sellers because you're taking them through a very intimate process. But the seller said to me, what should I do? I said, you need to sleep on it, and you need to ask your attorney, and you need to come to the decision, and I think you need to talk to the buyer one-on-one. And I said, it's, I, I've done what I can do. I've done what I feel is appropriate. And, and she said, this person said to me, what would you do? I said, I, I'm not gonna tell you that. That's, that's not up for me. You, you, you, you get the best advice possible. So anyway,

James Blain 1:08:28

Well, this, this is the highlight of my week. I, I, I don't know about you, but we, we, I feel like we say that at the end of every episode and I,

Ken Lucci 1:08:34

Well, my blood pressure's a little high on this one because, because it is, you know, it is what it is.

James Blain 1:08:39

Well, I, I don't think we couldn't, uh, uh, have covered this better. I think that the way that we were able to kind of walk everyone through it was great. And I know that there's a lot of topics. We'll come back here. So I think as always, we want to thank everybody for, for tuning in, sharing their time with us

Ken Lucci 1:08:54

Downloads have been great. We get a lot of people downloading. We're, I'm really, I'm, I mean, this was your idea, so I'm so happy for you that this is working well and our producer is happy, keeps telling me that we're doing great things. John. does. John Tieman does a great job. Um, and I, I think that having Brett Ol was on, we'll have more industry people on that. I think one of the best things that we do is have people come on and tell their story. Right. And Brett's story is very unique and I, I do, I do think, you know, we, we want to have, we're gonna have some other people on and their stories are important and, and we'll try to keep everybody up to date on what's going on in the industry.

James Blain 1:09:39

I agree. Thank you everybody for listening.

1:09:42

Thank you for listening to the ground transportation podcast. If you enjoyed this episode, please remember to subscribe to the show on apple, Spotify, YouTube, or wherever you get your podcasts. For more information about PAX training and to contact James, go to PAX training.com. And for more information about driving transactions and to contact Ken, Go to driving transactions.com. We'll see you next time on the ground transportation podcast.