C (85:17)
So I don't think you actually. So I think all you're doing is now it's a checkbox exercise, right? You haven't actually, you have, you've checked the boxes, but have you tied those checkboxes back to your fundamental thesis? And so, you know, I, you know, I came from national security and there was a, you know, in the aftermath of the Iraq war, one of the things that the U. S. Intelligence committee did was they did some soul searching. How did we get it wrong? I could geek out about this stuff for hours. Well, I won't. But suffice it to say, one of the things that the U. S. Intelligence community did on the back side of it was they improved. Call it their analytical methods. How do we know what we know? How did we compare what we know to what we don't know or what we think might be out there? And, you know, there's a lot of tools that, that the community used to do that, but one of the big ones is something called an analysis of competing hypotheses. So, you know, folks remember the aluminum tubes in Iraq? Were those aluminum tubes for rockets or were they for uranium centrifuges? You've got various pieces of data that will tell you, well, it's more likely one or it's more likely the other. There's a whole host of critiques of analysis of competing hypotheses. But what it seemed to me was there was something to pull from that. And so my thesis for Hopewell was that Hopewell was a compliant, stable manufacturer with a certain amount of SDE that I could grow. And so instead of thinking insurance, hr, financial, legal, due diligence, let's push on every element of my thesis, which is compliant, stable, certain level of SDE that I can grow, and then let's take all those data points and say, well, does the data support this thesis I have, or does it support some other thesis? Now, you don't have to go so far as to say, is it a good business or is the seller an outright fraud? And I proved the seller's a fraud. No, that's not case. The, the point, the point is to say, you know, okay, do we believe that the business is compliant? Okay, well, there's going to be some elements of legal, there's some hr. This business has a great bunch of benefits. So have they complied with erisa for the 401k plan? You know, does all this stuff start to, to come together? Same thing with the sde. Right? So, well, does this business actually have the SDE level? It has. Well, this is where your Q of E comes in. Right. But that also comes into your post close conversation, which is just because it made X dollars for the seller, is it going to make X dollars for me? Are the property taxes going to change just because there's a new owner? In this case, the answer was no. But in other cases, the answer might be yes. You know, Will, you've had people on the podcast who have told stories about, you know, it turns out some of the revenue came from a family member, the supplies came from a family member, and suddenly, oh, the new guy. Well, the prices for you are 20% higher. You know, for us, we, we do have good benefits here. Am I going to be able to secure the same rates for benefits and for health insurance that the seller got? Because you can suddenly find that just because it was X dollars before. Well, it's not going to be X dollars for you. And that means not just listening to the seller, but what are the data points? Who did you talk to? Matt o', Brien, a previous podcast guest years helped me think through trucking insurance because we have a fleet of 18 wheelers in the business. And so, you know, Matt doesn't have. He's not correlated with the business. Right. His perspective is one that's Totally unrelated to the, you know, no financial interest in the deal, no knowledge of actually the company that's involved. So you can take his data point, but it's totally independent of what the seller or the seller's broker told you because they've got different interests and motivations. And so I worked my way through the deal that way of, you know, do we believe the business is compliant? Do we believe it's stable? Do we believe that the employees are not going to leave? Do we believe that there's not some great next technology that's going to replace duct? So I went to the two biggest trade shows for, you know, H Vac. These folks don't know anything about Hopewell Sheet Metal, but you start asking them, hey, tell me about that flex duct. Would that ever replace commercial buildings? No, no, absolutely not. First of all, the code doesn't allow it. Second of all, it's really inefficient. Okay, well, what about that fabric duct that you see that, those, those fun pieces of fabric in like gymnasiums or in pools? Yeah, they got this niche. But you're not going to see that coming out of a, you know, a large air handling unit because it just doesn't make sense. Okay, so we can start to get our head around the fact that galvanized steel is a really good product for moving air. That's not going to be replaced anytime soon. This business has stability to it. And, you know, I looked at credit reports, I looked at industry reports. You know, folks should use their local small business development centers who can get you these reports for free. They're amazing. I talked to a bunch of score mentors who had been retired from the H VAC industry and got their perspective. And basically you start to put together all these data points and you say, well, I've got market data, I've got people, I've interviewed, I've got, oh yeah, I, I, there's a one guy who is the reporter for Sheet Metal. There's like one guy in the country who reports on sheet metal. And so I talked to him about it, you know, and he's the guy who would know if, oh, you probably don't want to get into sheet metal because there's a giant PE roll up that's about to take everything out. Right. Like I wouldn't know that I didn come from this industry, but, but he would. And so you start to put that all together and say, yeah, you know what? This is an opportunity I'm excited about. Hopewell really is a stable, compliant manufacturer that makes good Money that I do believe I can grow. And you know, when you get to that point and the data is all indicating to you that your thesis makes sense and it's not just what the SIM SIM told you, it's not just what you want to believe, then you start to say, yeah, a personal guarantee, that's something I can get my head around. I've structured the deal and this gets back to the equity points. I've structured the deal where I think I can manage some of the risk, some of the cyclicality. And then, you know, here's what we see as the growth opportunity and will. The last thing I'd say about just, you know, for me, who's also got, you know, somewhat of an analytic personality, it also let me identify materiality. So you got to a certain point where you say, oh, I found X, Y, Z, whatever it was, whether it was on the people side, whether it was on the market side, it's like, okay, like go back to your thesis. Is this really going to keep you from buying the business? Yeah, yeah, I get it. You might need to put an indemnification around it. Like you might, you got to deal with it in the purchase agreement. But is this really a walk away issue? And it was very useful for me because when you're getting down to closing the deal, there's always a. But one more thing. There's always something that comes up, there's always an issue. And like our, you know, every deal has them. It helps you having that thing that you can go back to and say, you know, this is my touchstone of what I was looking for it. For me, it was really helpful in putting the appropriate weight on things that seemed like a crisis, but maybe were, maybe weren't.