Episode 49: Helping Clients Navigate High-Risk Decisions—with Linda Henman
Deb Zahn: Welcome to episode 49 of the Craft of Consulting podcast. My guest today is Linda Henman, and she is from Henman Performance Group. She works with companies that need to make sure that their C-suite folks make decisions, as she puts it, "Decisions they can't afford to get wrong." So these are things like helping them choose a new CEO or develop a succession plan, as well as helping them figure out if mergers and acquisitions are the right strategy for them and, if so, how to do it successfully. So she's going to share wonderful information about how she got started and how she got business. And then we're going to dive into some of the details of mergers and acquisitions which relate to consultants who are working on those as well as consultants who are doing anything that requires them to help clients through big, difficult, and risky situations. So let's get started.
I want to welcome my guest today, Linda Henman. Linda, welcome to the show.
Linda Henman: Thank you. It's great to be here.
Deb Zahn: So let's start off, tell my listeners what type of consulting you do.
Linda Henman: I call myself the decision catalyst, and that's what my clients call me because I help those in the C-suite make decisions that they can't afford to get wrong.
Deb Zahn: Oh, that's a great way to say that. I love that. And what type of things do you work on that they often could get wrong without you?
Linda Henman: Well, we're going to be talking about mergers and acquisitions today, and that's one of the things that people frequently get wrong without some help. In fact, we see about 75-90% of merges and acquisitions failing or failing to live up to the deal thesis. So that's one of the ways. I also help with CEO selection, C-suite selection, and succession planning. So that means that the M&A deal starts to make money as soon as the deal closes. That means that the CEO that's put into place stays there and doesn't need to be replaced. And that the succession plan works and that the company has leaders to support their strategy.
Deb Zahn: All really important stuff to any type of client I can think of. So how did you get into consulting?
Linda Henman: Well, it's sort of like everything else, Deb. I just sort of stumbled into it. I finished my Ph.D. in 1998, and I had a training business on my own. I wasn't making very good money, but I was having a pretty good time. And then I got a call from a headhunter who asked if I wanted to apply for a job with a company called Psychological Associates that's here in St. Louis, and I said, "No, I'm happy." And then they started talking about a regular salary and paid vacation and sick days and I said, "I'll talk to you." So I went to talk to them for four years. I learned a tremendous amount, and during that time I decided that that's what I wanted to do. But I wasn't interested in being part of a firm anymore, I wanted to do this on my own. So I left in 2004 and started building my business. And since then it's been nothing but blue skies.
Deb Zahn: Oh, that's wonderful. And how did you get clients at the very beginning when you finally decided to be independent?
Linda Henman: It was really hard because I had these great relationships with these big companies that I had been working with, but I also had a 2-year noncompete. And so for the first 2 years it was really hard for me to get clients. But now I would say 90% of my business comes from referrals and repeat business. The other 10% is the one-off that I get, like for example, from a podcast like this, somebody might call me to get my help. Or from a marketing piece I’ve put out or an article I've written, something will come trickling in. But it's a referral business. It's a relationship business and you just have to meet...First of all, you have to do great work so that your clients want you to come back. And I do a lot of repeat business. In fact, probably in 2019, 95% of my business was repeat business. I mean more business within the same client and them renewing their proposals, and then the other 5% I say come as the one-offs.
Deb Zahn: That's great. I love that. And the good reputation and the referrals are so important. I have one client in a state that I hadn't worked in before that I think talks about me more than my mom does.
Linda Henman: That's a good sign though.
Deb Zahn: It's a great sign, and I've gotten a ton of business from that. So that's wonderful. So let's dig into mergers and acquisitions. So this is a big piece of work you do, and it applies to consultants who are helping clients with this type of work. But I think it also applies if you're working with a client who's doing something big, difficult, and risky. There are probably a lot of similarities to your approach. So let's start off with that I'd heard the same stat that the majority of mergers and acquisitions fail or don't live up to their promises. So there's a ton at stake. What are the common risks you see associated with mergers and acquisitions?
Linda Henman: Well, it's always money. If you acquire another company, you are depleting your cashflow. And so there's more cash now than there has been in recent history, so we're seeing a lot of M&A activity. There are a lot of baby boomers who are selling their businesses because they want to retire and get out of the day-to- day management of their companies. So this is a prime time for consultants to be concentrating on M&A deals and how they can help their clients with it. If you get an M&A deal wrong, the best you can hope for is it won't deliver on a deal thesis, which usually means make money as soon as the deal closes. But the worst case is it can take your business under.
Deb Zahn: Yeah.
Linda Henman: Because what I've seen people do—and oftentimes I get called in to clean up things later on after the deal has not gone right—is that they don't take their best people off the job to run the M&A deal. They take their B team and put them on a deal. So they want their A team running the day-to-day business. So what happens is the B players, who are also often B thinkers, make the major decisions that take us down the wrong path. So that's the overarching biggest mistake.
Deb Zahn: Yeah. And I assume they pick the B team because they have more free time.
Linda Henman: Absolutely. It's like going to a restaurant that has no cars in front of it. Why do you want to eat there? Nobody else is eating there.
Deb Zahn: That's right, and I would say probably the other mistake—and I've seen this—is "We can do this ourselves."
Linda Henman: Absolutely. We can do this ourselves. And I'd say adding onto that is they start with a deal thesis of, "We want to get bigger." And we want to get bigger is not a reason to do an M&A deal. You've got to think further along than that because you're taking on another company, which you hope will be good news, but there's always bad news, and you've got to know what that bad news is before you do this deal so that you have a plan in place to mitigate whatever problems.
Because a company that's for sale is probably having some problems, unless the owner of the company is simply retiring and getting out of the business. But then also, why is the founder or the owner of that company retiring? Doesn't that person have a succession plan and other people within the company who can buy it? So when a company is for sale, you need to be very alert to the reasons why it's for sale.
Deb Zahn: And so being a consultant in this really is, I would imagine, and I've been through this tough-love approach because you have to ask the hard questions. So if somebody comes to you and says, "We want to do a merger or acquisition because we want to get big." And that's what they say, what do you say to them? What are the ways that you help them figure out whether or not this is the right path for them or if they're even ready for it?
Linda Henman: Well, I tell other consultants when I mentor them that you need to be like a 3-year-old in asking the why question. So they say, "We want to get bigger." I say, "Why?" Which usually stuns people because they act as if getting bigger is getting better, and it's not. You can get really big and lose your shirt or have less discretionary time or less discretionary money than you had before. So getting bigger is never the right answer to that. And when you probe and when you ask, "Why? Why is that important to you? And why is it important now? And why is it important with this particular target that you're going after?" It really gives them pause. Because this is about strategy, and that's one of the areas that I work with companies and help them set their strategy that's going to work. This is one strategic option. But then I also say, "Why don't you want to concentrate more on organic growth?" which is always safer.
Deb Zahn: Yeah, I like that. I'm in the healthcare space. So mergers and acquisitions come up constantly with people who think they want to do it. And I ask similar questions and I always say, "Going down that path can be really difficult, frustrating, you may fail, it may be pain and suffering. So if you can get what you want doing it some other way, why wouldn't you do that? Why choose the road of pain and suffering? Unless it really is the only way you can get what you want."
Linda Henman: Well, since you work in healthcare, I'm now working on a deal right now. It's not an M&A deal. This is just a strategy deal that I'm working with a 100-bed hospital, of saying, "Why are you settling for the low reimbursement numbers you're getting?" This particular hospital is in the black and so their answer is, "We're fine, we're making money." But my answer is, "But look at all these indicators that you're leaving huge amounts of money on the table."
Deb Zahn: Yeah.
Linda Henman: So if I were doing a healthcare M&A, the first thing I would want to look at is the reimbursement track record because, almost always, hospitals are not getting paid what they deserve to be paid.
Deb Zahn: Right, and true of a lot of providers as well. Definitely. And I know that one of the things you do is also help them figure out what their readiness for a merger or acquisition is. How do you do that?
Linda Henman: Well, you don't go buy another house if your own house is not in order. We need to look into see what's happening. "Do you have a strong strategy? Do you have leaders to take that strategy into the next year and into the next few years? If you don't, we've got to get you in good enough shape because the talent you acquire when you do an acquisition is often very expensive and often not as good as what you've got, plus it's the devil you don't know.”
Deb Zahn: Right.
Linda Henman: So even if you're not particularly pleased with your own leadership team, then I would say start there: "Get your executive team, your leadership team, your decision makers in place so that they will be able to influence the decisions about the merged, combined company."
Deb Zahn: Yeah, I think that's important because it just occurred to me that they might think if they acquire or merge with someone else, that it's a talent acquisition, which it isn't.
Linda Henman: Not usually. Because once I said, “They're for sale for a reason.” And one of the things—I very seldom give advice to sellers; most of my businesses on the buying side—but what I realized is because I've represented the buyer so often that I can give really good advice to sellers. So I branched out then and started to say to them, "Don't put expensive people in place to get dolled up for the prom." I call it. "Don't do this because you're putting expensive things and that will raise the price for a potential buyer and not give them what they need. However, a talented, experienced workforce is very valuable.” So whatever your business is, you're in healthcare, Deb, so that’s, "Do you have a staff? Do you have nurses? Do you have administrators? Who do you have there in your healthcare organization that will make this an easy deal?"
Deb Zahn: I like that. It's got to be part of it. So let's say you help them realize, yes, a merger or acquisition does make sense. We're going to take the time to get ready for it. You help them get ready for it and they start to go down the path. How do you help them mitigate some of the risks that invariably they're going to experience, even if they did everything right up until that point?
Linda Henman: Well, I don't have to tell people to do their due diligence. Everybody knows that you need to hire some experts on technology to see about putting your technology together. Of course this gets to be a more complicated process every year as technology changes. So you need cutting edge experts on this. You need an expert looking at the financials: How do they make money? Look beyond the numbers to see. And will you retain their key customers when you go forward with this? And then look at the people you are acquiring. Look at that workforce. One of the mistakes that sellers make is that they will try to do a deal that says we're going to protect all of our C-suite or executive team members. They're expensive people and they didn't do a good job in running your company. So why do you think the acquiring company wants them? So if you make part of the deal that they have to take on these people, you are setting yourself up for a problem. Plus the buyer should never settle for that, should never settle for, "Well, we have to protect my son, and my daughter has to have a job." If those are conditions without you even looking at that talent, then you're setting yourself up for more problems.
Deb Zahn: That's right. And you're going to have to solve them at some point, so say no at the beginning, and that saves you some headaches. And I know that even when you start to sign the initial term sheet or you get to the point where you have a contract that says, "OK, we're all going to be one, and this is what that looks like." It's not sunshine and unicorns after that. Now it's the hard work of how do you integrate what you're doing and what does that look like? So how do you help them prepare for and actually do that type of work?
Linda Henman: Well, one of the things that distinguishes me from many other consultants that are doing this kind of work is I am an assessment psychologist by training. So I want to look at the people you think you're going to get, this top talent. So I have each of them go through six hours of testing plus an interview, so I know what you're getting in terms of top talent over there. And I will then say, "You want this person, or you don't want that person." And then I will be able to help influence those decisions. The other thing I look at, that many of us who do M&A work do, is I look at the culture to see, "How do they do business around there? What is their culture like versus what is your culture?" And the better I know the acquiring business, the better I'm able to help them.
So for example, I helped a large client here, a billion-dollar company here in St. Louis, acquire a like-size, billion-dollar company in the southwest. I knew this company; I'd already been working with them for 10 years at the time they did this deal. So I was really adept at looking at the data they got and said, "That guy's going to drive you crazy or that person won't fit in here or these are some cultural things you're going to have to look at." For example, the company they acquired spent a lot of money on gas cards for their employees and my client didn't do that. I said, "These are the kinds of things, these are not HR issues. These are top decision-maker issues. How are we going to handle this?" Because it's millions of dollars a year in a company that size. It's not just a simple, "You get to have a gas card." Kind of decision. And there are so many of those that come up.
Deb Zahn: Yeah. The devil is in the details because that culturally will feel like a takeaway.
Linda Henman: That's right. And they'll always know that they got the short end of the stick.
Deb Zahn: And if you're trying to retain that talent because it truly is talent. Yeah, that's where you have to navigate those things carefully. So I know—because I've certainly experienced this and had some colleagues who have talked about this—that often clients want to take shortcuts, or they're resistant to talking about culture, or they don't fully understand why it's as important as what a consultant tells them it is. How do you get clients to understand that the process you want to take them through is for their benefit and get them to be willing to do it?
Linda Henman: Well, I try to project them into the future and say, "OK, the deal has closed. How will you handle it if…?" And then I do the worst case scenarios. "What if…?" So I'm thinking of a manufacturing client that did an acquisition. This was a company based on the East Coast that bought a company in Texas. They asked me to look at the people they were acquiring. And one of the guys confided in me in the interview. He said, "If I asked my wife to move, this may cost me my marriage. She loves living here in Texas. She doesn't want to move to the East Coast." So I had tested him, I interviewed him, he was barely capable intellectually of doing the job he had and they were trying to move him to the East Coast to do a job that was bigger. And I knew he was going to fail.
So I went back to the...it was a private equity firm, which sometimes they're resistant to this kind of advice. But I said, "Here's what's going to happen. You are going to move this guy, you're going to disrupt his personal life, perhaps cost him his marriage, and he's going to get out here and you're going to end up firing him. So what does that look like in the future now?" Now they went against my advice. They did exactly what I told them not to do. The guy did get fired and it was very disruptive because this guy had client or customer relationships and product knowledge that they relied on. And I said, "If you do this, and it goes the way I think it's going to, here's what are going to be the consequences."
So as consultants, the biggest favor we can do for our clients is make them aware of consequences, to make them anticipate consequences. And then going back to asking questions, "How are you going to handle this?" And another acquisition, shortly after the acquisition, a $13 billion company, the CEO wanted to make a really bad promotion decision, and I told him this was a mistake. This guy took my advice, and he did not promote the woman, and he said, "I would think you would want a woman to get promoted." And I said, "I advocate for the best person getting the job. Whether or not that person shares a gender with me is irrelevant." But I said, "You've got to anticipate the consequences. It's very likely that you will end up firing this person if you promote her into a job that she cannot do because she's not doing a very good job with the job she's doing now. And if you do that, here's what's going to happen. She is going to sue you. Because she's in HR and she knows how to do this. And if she sues you, I want you to think about the headlines in the Wall Street Journal about it.”
Deb Zahn: Great.
Linda Henman: And I said, "And I want you to think about the cost of your repute and the actual cost of this lawsuit because now you have received advice from an expert who told you not to do it and who will be subpoenaed." And that gave him pause, and he did stop, and he did take my advice. And incidentally, that woman was fired 6 months later from the job that she presently had. So I've felt really emboldened by that conversation.
Deb Zahn: But what I love about it is that there is so much at stake. You can't be a consultant that just likes to make your clients happy and make them feel the warm and fuzzy. You are ultimately in service to the long game, not just if they're going to smile when you're in a room.
Linda Henman: Well, absolutely. And you know, that's one of the wonderful things about being independent consultants, Deb, is that I have other clients. Now I would always hate to lose a big, good client because I mean, they pay so well.
Deb Zahn: Sure.
Linda Henman: And so for practical reasons, I would have hated to have lost this client. But the fact is I have other clients, and I will pay my mortgage regardless of whether or not this person fires me. So it is our job, it is our ethical responsibility, which I take very seriously, to tell them what they do not want to hear. If we do nothing else, we have to tell them what nobody else is telling them.
Deb Zahn: That's right. Because we don't have the stakes that other people have around them who are going to be much more reticent to tell them the truth.
Linda Henman: Absolutely.
Deb Zahn: That's great. So what if other consultants—because you're right, there's so much activity around mergers and acquisitions right now in any industry—if there was a consultant who was interested in it, what skills would you tell them, "You better walk in the door with these"?
Linda Henman: You better have really good critical thinking skills yourself. Because if you don't, if you're not a strategic thinker, if you're a great tactical thinker, you're not going to be able to be a sounding board for these people who are making the biggest strategic decision of their lives. And some people are just better at it than others. If you happen to be a really strong tactical thinker, then don't do this work. Partner with somebody who does this work and you do the tactical work of it.
And the two of you can help a client with a really big deal. But know your limitations, know your strengths, and then leverage your strengths and don't try to mitigate your weaknesses. I'm not good at financial reporting. I'm not good at technology. I would never attempt to advise my clients on either of those. I would help them find the best people to do it and we would partner with each other, but I would never attempt to do it myself. So know your strengths and limitations.
Deb Zahn: Yeah. And defend those. Because I've certainly had clients who've wanted me to do things that I told them I'm not the best person to do this. And they're like, "Oh, but you're smart. You could do it." And I think, "No, it's too important for you to have someone like me do it. Go find someone." You've got to hold the line.
Linda Henman: And it's another reason that those of us who are independent consultants really need a sense of community. Now I am a member of Alan Weiss' Million Dollar Consulting community, and I know the best consultants in every different discipline in the world, literally in the world. And so if a client says they need help with something that's not up my alley, I know with one phone call I can find somebody else to help. And by the way, we can give each other really nice referral fees.
Deb Zahn: Yeah.
Linda Henman: I always say, "I will pay 20% for somebody who refers me in, and I will give somebody else for 20%.”
Deb Zahn: That's great.
Linda Henman: It's really important to know other consultants who do work that you don't do.
Deb Zahn: That's right. And even at firms…so I was at a firm for about 9 years and now I'm independent. But even back then we had other firms or independent consultants we knew, and we were constantly referring to each other because we knew that our clients would get the absolute best. Or as I was just saying to 2 other firms, "I want to get the band back together." And it's 3 firms that each complement each other and work together. So you don't have to be the lone ranger out there trying to do it by yourself.
Linda Henman: Right. And when you refer people, you want to have a trusting relationship with that person. You can't refer somebody whose work you don't trust and whose ethics you don't trust. So building the relationships before you need to do the referrals for each other is really an important aspect of growing your business.
Deb Zahn: That's great. I love that. So let me ask you one last question about the mergers and acquisitions. What type of pricing model do you use? Because I know that there can be so much uncertainty with such dynamic engagements like that. So how do you price it to make sure that you're getting the value that you're providing to them?
Linda Henman: Well, that's very tricky, and often you'll need it to come out of the mouth of your buyer. In general in consulting, I try to give a 10:1 return. I don't do any hourly billing at all. I do absolutely 100% value-based fees. So for example, let's say that the combined company wanted to hire a new CEO. The board has decided we're going to put a new CEO in place. Then in that instance, I would say, "What's the base salary of the CEO?" And it's usually $1 million. So that would be a $100,000 project for me to help with the CEO selection in that case.
With succession planning—which is another part of it that I might be helping with—so I don't do the whole deal. I do whatever my part of it would be. So with a succession plan I would look at the number of people. So let's say it's 5 people. If it's 5 people we're looking at that you think you might want from their leadership team, then I would look at the base salaries of those people. And I would then say to the client, "If you lose one of these that's a top performer that you really want, it's going to cost you about 4 times that person's base salary to get back up to speed because that person has the customer relationships, the product knowledge, the regional knowledge, whatever it is." And then you get the buyer to agree with you about what that base salary is, and then I just do 10% of that.
Deb Zahn: Got you. Great. And so you do have to do that work up front to sort out the value of the work you would be providing.
Linda Henman: Absolutely. And then if it's something more general like culture, then I might base it on revenue. But the thing about doing an M&A deal ahead of time is you don't know what's going to happen.
Deb Zahn: Right.
Linda Henman: So you have to have the client tell you what the thesis is, what the expectations are, and then look at what you can influence. And I always say cut it in half. So let's say, "Well we hope to make $1 million profit the first year." I'll say, "Well you haven't done it yet, so let's be more realistic. Would it be great if it were $500,000 or something like that?" Well then you know, if I come in with a contract that's 10% of that, then I'm not going to get much pushback.
Deb Zahn: Right. Got you. That's really helpful. Yeah, because I know so many consultants just assume, and clients assume, that hourly is the only way to do things.
Linda Henman: It's the worst way to do things.
Deb Zahn: No, hourly with a cap is the worst way to do things. But yeah, I think it's a new world for a lot of folks thinking about consulting. I mean the firm I worked with for years, it's all hourly and then some retainers and maybe some fixed price, but there isn't that value-based pricing. It's certainly not as much in the market I'm used to.
Linda Henman: Well, I left a firm where I had to keep track of every 15 minutes. And first of all, it’s terrible to have to get on and keep track of what this phone call made. The second reason is I don't want my clients making an investment decision every time they pick up the phone. I want them to call me when they run into a problem because I can usually solve that problem in a very short period of time. So in all my proposals where there's M&A work or anything else, I always say people have unlimited phone and email access to me and never once have I had a client abuse that.
Deb Zahn: Wow, that's great. Yeah, because I think that would be a fear of a lot of people of, "Oh my goodness, they're going to move into my house."
Linda Henman: Yeah, yeah.
Deb Zahn: So let me ask you, any advice for consultants who are going to be working with clients on big, risky things, whether it's M&A or something else? Any advice you would give them?
Linda Henman: Well, I love high stakes business. That's the reason I like strategy work and CEO selection and all of that. It's not for the fainthearted though. You have to be very confident in your ability to make things right. Because when I ask other consultants, “What do you like best about their job?” they don't always come out with it right away, but eventually it comes around to, "I like being heroic." And I would say with a straight face, that's the best part of my job. I love being a hero. I love driving home and feeling, "They would have messed that up if I had not been in the room. They would have made a mistake if I had not helped. They would have overlooked an opportunity if I hadn't been there." I love that. And I think most other consultants, if they're honest with themselves, would answer in some similar way. So if you're going to go into the high-stakes world, you really have to have a stomach for it and be confident about both your ability and your dedication to it.
Deb Zahn: That's right. And be willing to be tough as nails if you need to. So let me ask you my last question, which I think is important for all consultants, how do you bring balance to your life, however you define balance?
Linda Henman: Well, I don't have any trouble with it balance because I'm not one of those people who gets a big kick out of long hours and hard work. Some people do, and these people burn themselves out very quickly.
Deb Zahn: Yeah.
Linda Henman: I would say if you want work-life balance, consulting is the job for you because you get to be your own boss. But what I find with a lot of the consultants I mentor is that they leave an OK boss, become their own boss, and start working for somebody who's terrible. You've got to be a pretty good boss to yourself. I personally do not work after two o'clock in the afternoon. I never work weekends. I say never; I seldom work weekends and I seldom work evenings. If I have a deadline or if there's an emergency with a client, I will make an exception to that rule, but I don't even answer emails and phone calls in the evenings and on weekends. You have to protect your private life.
Linda Henman: Plus I have a home office, so I turn off everything and I go upstairs and my day is over when it's over. Now I check email before I leave, before I turn everything off at 5:00, but then after that I don't work. I'm working with a consultant in Australia right now who has just started the years gangbusters and I kept saying, "Are you taking any time off?" He said, "No, I'm on a roll. I want to keep..." Well, I just got an email, and he said, "I'm burned out," and now he's not functional. So you have to be your own physician and say, "OK, here's the prescription. You can't work all these long hours and all these weekends and not expect to burn out because you will because you're human."
Deb Zahn: That's right. “And you don't have to” is the other beautiful point.
Linda Henman: Definitely.
Deb Zahn: You can make a fantastic living and you can delight your clients without killing yourself. That's self-inflicted.
Linda Henman: That's right.
Deb Zahn: That is not a requirement of the job.
Linda Henman: That's right.
Deb Zahn: I love that. Well what a wonderful answer. Thank you so much, Linda, for joining me on this podcast. There are so many gems here. I think folks are going to get a lot out of it, so thank you.
Linda Henman: Well I hope so, Deb, and my book that came out last year is called The Merger Mindset. I would encourage any consultants who are interested in doing M&A work to pick that up because it outlines my approach to M&A work; it talks about my client relationships, and may give them some ideas about how to help clients with what happens between their two ears when they're going into an M&A deal.
Deb Zahn: Oh, that's wonderful. And I will put a link to that in the show notes for anybody who's even thinking about it. And again, having lived through it, the more help you can get with understanding how to do it, the better off you'll be and the better your clients will be.
Linda Henman: That's right.
Deb Zahn: All right. Thanks again.
Linda Henman: Well you're very welcome, Deb. It was a pleasure talking to you.
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