In The Trenches: Interview with Anthony Rodriguez and Conor Tidgwell (pt. 2)
9:03PM May 8, 2023
Is your credit committee or kind of the proverbial credit committee of any bank, are there different like metrics or analyses or model cases or maybe even capital structures, that you guys are being asked to present or prospective borrowers are being asked to present that maybe they wouldn't have been asked that same question, I don't know, three, four months ago?
Yeah, similar trend here. I mean, there hasn't been a sweeping change, Steve, but I will say, in terms of model cases, like we always build in downside cases, right? And how does I don't know your stress margins 100 [inaudible] and keep op x flat and top line is somewhat negative, and what does that look like? What does that do to the covenants, etcetera? I think just more focused on like, really robust assumptions. And the downside case, are really important these days, because there is so much uncertainty in the economy and kind of outlook. So we're really looking for and pressing our prospective searchers to put a little thought into how would a downturn impact this business?
How would it affect their customers? So not not as much on the, you know, more broad assumptions, but more focused assumptions. And as that relates to this specific business. I'd also say, this is always been, you know, at the top of the list, but recent trends are really important, meaning we're lending EBIT and EBITDA on most cases, but you know, if we analyze the trailing three month EBITDA, what does that look like? Is there any kind of trend that we're seeing more recently, that could press pause, or we have to dig into, or maybe look at it year over year? And then I'd say, from a capital structure standpoint, you know, debt to equity is really important. And I think Anthony gets into this in a little bit. But I'd say those are kind of the primary items that have changed the last couple months.
Well, that's a great segue into what I want to ask about next. So I'm thinking about, let's say, prospective CEO, or somebody who's looking to buy a business. And they presented the LOI to their prospective seller, I don't know, two, three months ago, and they said, hey, we're gonna go in 60% debt, 40% equity, right, just just as a for instance, but they've done a couple months of diligence. They got the lawyers involved, they got the accountants involved, so that LOI has gone a bit stale, because of how quickly things have changed. Should that prospective borrower, should they be prepared to underwrite their deal with more equity than they may be contemplated even a couple months ago? And why or why not?
The short answer is yes. So the ratio of kind of the funded cash equity versus debt for an acquisition has become a primary focal point for deal selection, certainly for us. And I think the industry as a whole is moving in that direction. Dollars at risk for the investors, is always a consideration with search acquisitions, of course. And we do understand, you know, the balancing act between the CAP table, searcher economics and leverage, you know, just for us, for sure, it's become much more difficult to get a lighter equities deal done in this environment. And so a good rule of thumb, I always tell prospective searchers or searchers is, you know, one to one, write a one to one funded debt to funded equity is a good rule of thumb. And we've seen, our pipeline has shifted and more of these capital tables or overfunding the balance sheet at close or over exercising the deal, which has been certainly welcome, from our perspective.
I mean, a rule of thumb that I encourage searcher, I mean, just like to give people the view of the equity side, I mean, we always ask, what does this business look like during a prolonged recession? And we always look at the downside case, but similar you guys I'm spending a lot more time talking to searchers about, you know, how realistic their downside case, assumptions are, just how defensible this business model is, to the extent that we sit in a two or three year recession. So it's not as if those conversations never happened before, they of course, did, but I think we're spending a lot more time on them. And one of the rules of thumb that I like to use is, even in a downside case, do you still stay on side from a covenant perspective?
Now you may underleverage a deal and risk a few basis points of return. But I often say that like the sleep at night factor is a CEO that you'll get in return for that. Even if your crash case manifests, the sleep at night factor knowing that, hey, you're probably not going to breach covenants. I'd take that all day long over a couple 100 basis points of return. But that's just me. How about amortization periods? Like in 2020, 2021, I would often see, like a five year term and eight or 10 year amortization periods. Is that still being offered? Are we getting close to like five year term five year amortization?
Yeah, I think it's somewhere in the middle, for the most part to terms are still five to six years, but amortization periods have tightened a bit. Still seeing balloons, maybe in the, you know, 10 to 20% range, but certainly not an eight to 10 year Amortization spread. Also, we're in the business of acquisition financing. And obviously, those early years post close, it's really important to kind of preserve liquidity where you can and so we've always been mindful of staggering amortization or backloading it, if you will, as best we can, still doing that. But where I think we were offering, or you were seeing a lot of 12 months interest only structures from close on the table. Those are less common today. And I think it's just more realistic to expect that to be more like zero to six months interest only. And again, a little more tightening on amortization, maybe some smaller balloons at the end as well.
How about the absolute size of the dollar amount of EBITDA of the target company? You know, I have heard kind of through the grapevine that certain banks are no longer looking at deals below, let's say $3 million of EBITDA So, and of course, that's a very bank specific consideration and decision. So I guess more broadly, like in this market, do you think a million dollar EBITDA business is just as likely to get funded as a $3 million EBITDA business? And has this changed for you know, the industry over the past, let's say, three, four months?
Yeah, so larger EBITDA businesses are generally more appealing, right, since there's just more cash flow cushion to weather future hiccups. Prior to, I'd say, 22, you know, we would look at and consider something down to like 1.5 million of EBITDA, you know, nowadays, I'd say, even halfway through 22, this sort of shifted to where it's gotta be kind of north of $2 million mark. For example, a five to 10% revenue contraction or an input costs increase, right, for a million dollar EBITDA business might create meaningful challenges, versus a larger business where that impact might be in material. Right? That's what I mean, when I'm talking about cushion to whether, you know, hiccups or challenges, ultimately cashflow repays loans, there's just more of it for a larger EBITDA business.
Essentially, there is a longer fall to zero, right, or fall to negative below zero from a larger EBITDA business, and likely more capital behind the senior lender for a larger business. So that kind of gets back to the prior response is, is a larger EBITDA business commands a larger valuation in most cases, which means more equity, in terms of pure dollars sitting behind the bank. And that incentive, you know, just keeps all the parties aligned, if there's a challenge.
This question just occurred to me. So at the risk of throwing you a curveball, has your view of seller notes changed at all over the past, you know, three, four months? So, in asking that question, I'm thinking, Okay, well, seller notes almost always, in fact, always sits below the bank in the capital structure. So they're junior to the debt, the senior debt. But it's additional leverage on the company. Junior as it may be, what is your view of seller notes more broadly? And has that view changed over the past couple of months?
Want to take that, Conor?
Yeah, sure, I'd say hasn't changed in the past few months. I mean, you said that the key is it's there fully subordinated Jr, whatever you want to call it with all those bells and whistles. Meaning that the senior lender is gonna have full blockage rights for example, to any payments on the seller note, whether its principal or interest. At the end of the day, payments on a seller note have to fit within the covenant structure. So they will be captured within a ratio and so long as as there's ample cushion. We're generally speaking we're okay, they're more calm. only interest only those are obviously preferred. I think some amortization in the later years, can be amenable and reasonable as long as again, they fit within the covenant structure. So the approach, I mean, they're common right there on a lot of deals, acquisition deals, oftentimes, frankly, their maturity is prior to the term loan maturity. And we're okay with that. But But again, any payments have to fit with that covenant structure. So if you want to add anything there, Anthony.
yeah, the only thing I'll add is, you know, this alignment, right, it comes back to this concept of alignment, you know, we like to see the seller, incentivized for the future performance of the business and acquisition scenario. So that, a seller note, it can be a part of that, earnouts are a part of it, you know, seller, rollover, equity is a part of it, all these instruments to kind of keep the seller incentivized to maybe help with that transition during that first year post close to set the business up for success. So, those things in sometimes can be an enhancement to the deal, right, to the extent the seller is incentivized for future performance, at the size of the seller note, you know, matters, as Connor kind of alluded to.
The amortization, the the interest rate, payment schedule, etcetera, all that stuff, you know, can be seen as an enhancement. And one other thing. And I can't speak for all banks, of course, but we wouldn't calculate that seller note amount in our leverage calculation, for instance. So the size, as long as the equity check is right, and the capital table makes sense, you know, the size of the seller notes is less of an issue.
So, we talked a little bit earlier about, you know, despite everybody's best intentions, these deals can take a long time. So you could have ello eyes that have gone a bit stale, for lack of a better way to put it. Given everything that's happened over the past two months or so. We could also have in that same spirit, we could also have term sheets from banks that have gone a bit stale, or so pardon me stale over the past two months or so. So if I put myself in the shoes of a prospective borrower, let's say that I did a bit of a bake off at two months ago, and I got some term sheets from some potential lending partners.
Should I be worried that those term sheets are going to be pulled or at least renegotiated based on what's happened over the past couple of months? And I guess, Part B, for CEOs who already have a banking partner, and let's say they have a line of credit, should they be worried about that line of credit being pulled? Because lines of credit do have a bit of a reputation for being pulled during turbulent times?
Yes, so for part A, I think any lender will grieve, and you can stand your reputation, and particularly in the community that we operate in the search community, it's not a big one. And so generally speaking, no, I don't think you can expect term sheets to be renegotiated. So long as, this is the big caveat. You know, recent performance is in line with the expectations that were set, you know, at term sheet issuance. Obviously, if you're doing a roll forward QE or recent performances is way off track. I mean, that's, that that's going to be a different conversation, but all else equal. I will say, the broader community, you know, there's certainly reputations at stake. And I think, hopefully, it's been seen throughout this episode, there hasn't been such sweeping changes that what we said two months ago, is vastly different than what we're doing today.
So I don't think those are at risk, again, so long as things are as similar to what they were when we issued. In terms of the line of credit, really comes down to you have a cushion within the covenants. I mean, if you have a line of credit out there, and there's ample cushions to draw on that, really shouldn't be an issue or at risk rather. You know, obviously, if you get into a default or a potential covenant breach, you set it, that's one of the first things to kind of be pulled or frozen, if you will. But as long as you're in compliance, and there's ample cushion to draw on that line, shouldn't be an issue and certainly the bank doesn't have a right to to freeze that at that point.
Yeah, so if you're in like a working capital intensive business, and you basically rely on a generous line of credit to finance your day to day operations, and then now's a good time to shore things up financially because in my experience, and to your point, Conor, those tend to be the first things that go. But you mentioned covenants, and that's that's definitely where I want to spend a little bit of time. What about covenants that you attach to any given loan? Obviously, covenants are deal specific. They're company specific. So no two covenant packages look alike. But if we were to just kind of zoom out on the quote, average covenant package today versus the average covenant package, three, four months ago, are there any material differences?
Yeah, so covenant concepts themselves have remained stable. And we generally use a fixed charge coverage ratio and a funded leverage ratio, kind of off the shelf, right? However, the thresholds and the frequencies that we're measuring have gotten tighter, kind of depending on a deal. And this kind of plays into, you know, more conservative starting leverage, if it's an acquisition, which encourages a stronger equity investment, and perhaps more funding to the balance sheet at close. Our goal, of course, is to never hamper business operations or growth plans based on a covenant structure, but more to encourage the responsible liquidity management, and P&L management kind of margins, etcetera, you know, adding on expenses, for instance, to a P&L, within certain parameters to keep risk factors within the manageable levels. So, all those words, but but in short concepts haven't changed. But thresholds have probably gotten tighter.
And for those who are in the process of raising debt to finance a deal, how should prospective borrowers think about the merits of fixed versus floating rate debt? And to make it a bit more personal, if you guys were buying a small business today, and you were boring to finance some part of that purchase price, which option would you choose? And why?
Yeah, so I'll start with the first question. You know, fixed versus floating is, to me, it's simple, but it's complicated. It's simple, because obviously, on a floating rate, it's more of a longer term debt, that over the life of the loan, you're going to hopefully realize some gain there if if rates were to decrease. And then of course, vice versa, if they went up at a fixed rate, you're locked in. It's simple. It's much more simpler for modeling and kind of downside risk, etcetera. It's complicated, though, because who knows where rates are gonna go? I mean, I think that's the really difficult part of all this. I will say this, this is been kind of a wild last month or so in terms of interest, the interest rate environment, we've seen a preference towards fixed rates, generally from the market.
But hey, based on Fed feedback last week, and after the quarter point raise, I don't know, we could be heading to some level of stabilization here. Really hard to predict that. And things can change very quickly. So that plays into my personal answer, which would have changed a lot throughout this year, and certainly would have been different a couple of months ago, but I would tend towards floating today. Again, just given the Fed feedback from last week, and the fact that we could be nearing the top here, over the life of the loan. I'd like to think we'll be heading to more of a steady or even decreasing rate environment. But again, that can change quickly. What would your answer be Anthony?
Yeah, it's an interesting question. You know, one of the things I always tell searchers is, you know, the deal you get done today to buy your business, assuming things go well, it's likely not going to be the same deal you have when you exit. So I wouldn't personally think about it in terms of the life of my loan, you know, my six year seven year five year deal, whatever it is, I would think about it kind of in the next two to three years. So, if I'm a believer, which I may be that that rates are near their their ceiling, I might go flow. But I certainly see the merits of fixed, especially with where the yield curve is, you know, you might see a fixed rate quote, that might be lower today then the flow. It's generally the opposite, but since the yield curve is where it is with the inversion, there's merits to either.
I liked stability of being able to know what my payments are going to be every month and not have to, you know, watch headlines to see where rates are going every 90 days or so. But if you believe we're at the top of the market, a float might be more appealing today for the next couple of years. But if you'd like that stability and knowing what the payments are going to be, which I also there's argument for in terms of just capital budgeting, for instance. Now that fixed might be more attractive.
Yeah, there's no right answer to this. And like so many things in search and in M&A, and in being a CEO. There very rarely are unambiguously true answers to most good questions. And I think it's important to maybe flesh this out a little bit just to kind of communicate to folks listening that, you know, reasonable people can have different opinions about this. So Conor suggested I might go floating for his well articulated reasons, my reasons for choosing fixed are decidedly qualitative. And I have no doubt that you know, the better risk adjusted bet maybe to choose floating. But for me, it's very qualitative. And it's about, basically, as a new CEO, you've got a million risks that you have to manage, you have a million reasons to stay up at night.
Why add monitoring the Fed minutes every quarter to that very long list of things to sleep at night. I think if you quote, overpay, by choosing fixed in an environment where rates have gone down, you can quantify that and in the grand scheme of your deal, if it makes a difference five years from now, while your deal probably wasn't very good, anyways. So my view is just like from a purely qualitative standpoint, even if you're kind of knowingly overpaying the quote, return, the emotional return that you get from that is a little bit of sleep at night factor. Which as a new CEO, I can tell you from experience, you're always in desperate search of so no right answer, right?
I mean, I just wanted to say that just so folks know that, hey, you know, there's no necessarily right or wrong here. The question is like, what are you optimizing for? are you optimizing for every last penny? are you optimizing for a 27% IRR instead of a 25% IRR? Or are you optimizing for sleep at night factor? And the answer could be very different for very different people.
Yeah, well said, completely agree, Steve.
Totally. And I mean, your interest payments hopefully, in your exit analysis, right. I mean, those are kind of a moot point, right? So your business valuation, when you look to turn around and flip this thing in five or seven years, you know, whatever interest rate you paid, hopefully, what doesn't impact your exit multiples and stuff.
Yep. So it sounds like if I were to just like, summarize the discussion that we had around the specific terms, certainly things have changed. I mean, that that shouldn't be surprising to anybody. But you know, smaller companies are a bit more problematic. Amortization periods are tightening a little bit. Covenants are maybe getting a little bit tighter, hard assets as collateral, or certainly, I mean, they're always attractive, and maybe they're a little bit more attractive today. So all of that is to say that deals that were easily getting funded, I don't know six months ago, might not be funded today. And if they are funded, they might be funded in very different terms.
So as a result of all of that, what I've seen from my own experience is that a lot of acquirers are basically forced in a way to pursue non bank lenders. So, if a borrower finds themselves, quote, forced to partner with a meze lender, for example, what are some of the major considerations that they should think through? And are there any risks that they should be sure not to overlook in partnering with like a mez fund, for example?
Yeah, it's a good question. So non bank, you know, or mez debt can be a great option for certain scenarios, where more leverage, or structural flexibility kind of outweigh the difference in pricing, right, versus a bank. I say, you know, more leverage is more dollars on the table that close, you know, maybe they're not as pegged to kind of a funded debt to equity ratio as some banks might be. And structural flexibility, right, like they might have more covenant cushion, for instance, or they they have no or little amortization throughout the whole term. So dollars out every year in terms of debt service, right, it might be similar or better than a bank that's got a lower rate with some amortization. It should also be noted that some of these groups can participate in both debt and equity, which can help plug any funding gaps from the cap table that can emerge.
You know, whatever the flavor, if there's a shortfall on on equity or debt, maybe they find out QE comes back, but there's a little light or a little heavy, seller wants to renegotiate the purchase price etcetera. Now these non bank, some of them can play on both sides of the capital stack, which can be helpful in those scenarios. As far as considerations, some things to look for are the rate split between you know, current pay and pick. And current pages, the interest you pay in cash and pick is just paid and kind of accrued interest that accrues on top of the loan principal, and kind of acts as a kicker to some of these funds returns. So just just make sure you understand what that is, or if there's pick at all prepay penalties is another thing to look for. If you buy a business with with non bank debt today, you know, should the business perform?
And should you qualify for more traditional senior financing a year or two post close? You're going to be on the hook for a prepay, more than likely with these non bank funds. So just understand what that looks like, you know, ability and willingness to subordinate to a senior lender should you want to pursue that route in the future. Right, just like I mentioned, if you go a non bank route out of the gate, and you want to bring in a bank for, say a line of credit, or if you want to, you know, blend down your interest rate a year or two into the deal, you know, has that non bank played with senior lenders before? Do they have inner creditors? Do they have banks that they've worked with? How friendly are they to that concept? Important to know. And then the ability for follow on investments. Right?
So say you're in year two or three, you've identified a bolt on or a tuck in opportunity, you know, what's the appetite of that lender to come in and upsize? Probably another important thing to know, or for recaps as well, right? You're in year, two year, three year four businesses doing well. You know, you want to provide some some some cash return to the investors, how friendly are they to A, making the distributions in general, and B, to financing it? Because as we've seen, part of the, you know, part of the search playbook is these companies rarely stay stagnant. Assuming things are going well, there's always kind of another, the next most efficient use of capital. So you want a lender that's going to allow you to do that and potentially finance a portion of it.
Your answer brought another question to mind and either of you can feel free to answer this. How should searchers prospective borrowers more broadly, how should they think about their lending partner asking for equity? I think because it's a little bit off the fairway relative to like traditional senior lenders, searchers often don't really know how to interpret that request. Does that mean that they really liked the deal? So they want extra participation? Does that mean that they view the deal is so risky that they need commensurate upside via equity? Does it mean none of the above? I mean, can you help us think through like how should a prospective borrower think about that request from a lender? Presumably a non bank lender?
Yeah, I see. So oftentimes, it can be part of their mandate, right? It's an important part of their economics. So I would not view it as necessarily, you know, this is a risky deal. And we have to play on both sides of the table here. So usually an equity co invest is a requirement. So I would answer that it's kind of a neither response. Of course, there are times where, hey, if they're going to kind of ask for something above there, I don't wanna say pro rata, but above their mandate, then that can be viewed as, hey, they really liked this deal. Like, say they typically do a 10% equity co invest, meaning they put in 10% equity relative to their debt check. And they're asking for a higher amount, I would definitely take that as, hey, they really liked this deal. They're excited about it, and thus, the equity check speaks to that, but for the most part, I wouldn't view it certainly as a negative item.
That's great. Let's talk about covenant breaches. As we look to as we begin to conclude here, in a lot of borrowers, particularly, as we're looking down the tunnel at a potential recession if we're not in one already. Folks who, let's say raise debt and maybe stretch themselves, you know, a year ago, two years ago, they might be worried about a default or covenant breach, let's say a covenant breach, no default. But I guess maybe let's talk about both. Like what actually happens if a borrower breaches a covenant What actually happens if a borrower defaults, I think just kind of clarifying what this actually looks like? If nothing else, we'll just inform CEOs who might be a bit concerned about this.
Yeah, so they happen, right? They do, challenges occur. And not everything goes to plan, I'd say a couple of key takeaways. The biggest key is getting ahead of any challenges, meaning being really transparent with your lender, oftentimes, you should be able to see these covenant breaches, well before they actually occur. You could see recent trends, or hey, I'm looking ahead, a quarter or even a quarter or two, and things look like they're gonna get pretty tight on leverage or fixed charge coverage ratio, whatever it is. The earlier the better with your lender, because we're able to communicate that internally. And it really brings all parties together, meaning the bank, the sponsor, or board member, and obviously, the borrower, management team.
And we're getting our heads together to try and work towards a solution that head of the actual breach. And that's ideally what occurs, and oftentimes occurs, and many times, we don't even get to a breach, right, because we're amending the structure, or waiving that covenant default ahead of it actually happening, and getting the business through a tough time. Now, obviously, there are times where these are kind of more longer underlying issues, and this is going into our longer term covenant default. Again, that's where we're really relying on, you know, the strength of the sponsor, the strength and the cap table. Oftentimes, it's not something that's short term in nature, and we can kind of amend covenants and get them through a blip on the radar.
It's going to be more of a long, longer term plan that that likely involves some kind of right sizing of debt. And a lot of times that involves follow on capital. And so that's why, you know, we can take on these these cash flow based deals with, which are generally more risky, because there is likely a deep pocketed sponsor, for the most part, behind his businesses. So that's a common solution. And path it's taken, for again, more of a longer term breach. But a lot of times these are, you know, if they're short term in nature, and we're getting ahead of them, and being very transparent with our credit team, and that's the best case scenario to kind of get through these.
And you mentioned that, you know, as long as there's, you know, honest and transparent communication, we get ahead of it, borrower and lender often arrive at some sort of solution in advance of a breach, what are some examples of what these solutions actually look like? Is it like a covenant holiday, a covenant restatements? Like what are some of those solutions that you've seen in the past?
Yeah, so typically, the modified covenants, meaning likely some more cushion there, to allow for, right, this, you know, this quarter two whatever it is, of off Plan performance, or tightness. And there'll be, you know, oftentimes some kind of tit for tat and in terms of maybe we're holding them accountable, some kind of revised plan. So, hey, here's our original plan, things have changed. Here's kind of more realistic plan, okay, we get it. You know, let's kind of amend covenants give you some more cushion, but in return, we are going to hold you accountable to this plan, things are further off, and it's going to be, you know, a different discussion. So that's usually what it entails modifying covenants, and, you know, kind of one more guardrail that's put in place.
Just to add to that, Steve, you know, another scenario I've come across is the business say it's generating a healthy amount of cash, right? So you have the option at that point to pay down some senior debt, right, maybe pay the term loan down a little bit. Or you might play some cash, for instance, right against the total exposure from the bank. And that would net out for instance of your debt calculation and give you more cushion on leverage. A couple other scenarios where it might make sense. And to say it a different way, and you guys both said it, but in terms of getting ahead of a breach, you know, a surprise for any lender. That's the place you don't want to be, you know, if there's a surprise breach or surprise default, where no one said anything, we just get the get the compliance package and see a breach, that's worst case scenario.
That situation, you know, we have very limited options in terms of flexibility. You know, we don't have runway ahead of us to reach rejigger the structure a bit to avoid the default. You know, you're getting at a knee jerk reaction at that point, and usually from a lender that can be, you know, that's certainly less favorable than staying ahead of it.
Yeah, I mean, I published a blog post and an interview over the past couple months about board dynamics, constructing and working with a board of directors. And I would echo the same sentiment on the equity side, and on the governance side, which is avoid negative surprises at all costs. Negative news is an inevitable part of running a business, especially a small business, I mean, shit is going to happen. There's no question about that. And if you have experienced lenders and equity investors, rest assured that we all get it. The issue isn't bad news, the issue is surprised bad news that we ought to have known, you know, X months ago.
So one of the lessons I learned as a CEO, and certainly now in my capacity as an investor is for those running a business and they see challenges on the horizon. Man, the truth is just always easier. It's just always so much easier, if you just are open and honest, best case scenario, those risks and those headwinds don't manifest. Worst case scenario is that you do, but everyone is fully informed, and they've had plenty of time to think about what to do. So for those listening, certainly to the extent that you've received bad news or challenges coming up, talk about them hiding, it does absolutely nothing. Guys, we've gone through a lot here in a pretty condensed period of time, anything that I didn't ask you anything that was left unsaid, anything you want to leave, for those who might be listening to this?
Yeah, I'd just say in light of the topics we covered. And the last, you know, what have been a very tumultuous couple of months in the industry. We still think this is a fantastic community, as in the search community. And there's a lot of searchers out there, lots of capital out there, we're still seeing a fair amount of M&A activity and a really strong top of the funnel. So it's a great one to be a part of, and we feel in light of all of this, they feel pretty good about, you know, both the near term and long term outlook. So and, Steve, thank you so much. This has been really helpful, you know, for us to talk through this stuff, and hopefully for your listeners.
Well, thank you, Conor and Anthony, it was wonderful to get your perspective on this and it is top of mind for substantially everybody in our community for obvious reasons. And on behalf of everybody listening, thank you very much for being generous with your time. We really appreciate it.