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Shared Equity Ownership Summit: Session 2 – Worker Ownership Roundtable

St. Paul City CouncilSunday, March 16, 2025
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well thank you so much um I really appreciate everyone being here this morning uh there are a lot of hardworking great minds in this room and uh I'm really humbled to be here so thank you for that so my name is Christina Nicholson I'm a co-op developer with Nexus Community Partners and uh thank you uh so I've been working in various iterations of cooperatives for 25 years and uh it is exciting to see cooperatives grow in different sectors and start to build alignment around uh Equity Community Care uh and development uh that is on the ground and serving the communities uh that they are a part of so as we all know in the last few months democracy is really easy and so right um I have three folks here who are experts in building out democracy in the workplace and so uh refreshingly this is most I'll talk for the whole thing um and so what we're going to start with is I'm going to have each of you introduce yourselves and with your introduction talk about your Co-op uh that you were either a part of or help to build and then we're going to get into some questions about your experience with those co-ops so Leah why don't we start with you and we'll move down okay hi everybody can you hear me yep okay I am Leah Goldstein Moses and in my previous career I was the father founder of the improved group I still sit on its board which is now a fully owned worker cooperative and one of our worker owners is here Dan and um I will say I'm just going to quickly I really appreciate Rapa calling on his ancestors and sitting in the space today really made me think of how my ancestry played into that we're um at what was formerly known as Neighborhood House which was um in its original iteration of mutual Aid Society um founded by members of my congregation so it's like very real and has that history for me and then um Dana's also my cousin in addition to one of our worker owners and um we have a lot of Entrepreneurship in our family um when our ancestors came to this country they were excluded from the economy and so what did they do they pushed push carts and sold things out of their um the back of their push cart and open stores and businesses and so that entrepreneur really lives deeply inside of us so that's a little bit about what brought me here yeah thank you Leah I'm uh Marty Ruddy and I'm the founder of hey an Terra Forma building or modeling it's a St Paul based construction company uh residential mostly I was the founder of it in 2000 and then we transitioned or converted to an employee owned Cooperative in 200 13 uh we currently have uh 37 employees we have 20 worker owners um it's grown steadily each year um and uh it's definitely been a you you I think you maybe say we're experts on Democracy but I I would say like it's we're figuring it out for sure it's it's been a process and I'm looking forward to to answering any questions and and sharing some of my experience with you all today terrific thanks uh good morning everybody uh my name is Daniel deloro and I am the founder of a future Builders Cooperative um thanks for having me here today I appreciate the opportunity I I want to thank uh Nexus for all the support they have given me especially uh Christina Nicholson who has been uh here for with with me for two years and been inside who uh who have been very very patient uh to me through all this process and to other to the other founders of the Cooperative um I forgot a question that's great Daniel great this is this is my first time but well if for what I read here it's like um the first time I heard about cooperatives was through my wife uh through conversations through a conversation that I was having um and listening of other individuals that were having a lot of um issues with their Labor uh with like wage staff so I I told her how can we change that culture uh and I asked her is there a way is there I I I I told her is there um a way people come come together a form like a business where everyone can share the responsibility and uh she said yes and she's like I'm like yeah what are those called she's like cooperatives and then she just went like into my brain and I started researching for cooperatives so the backpack on the floor there it's full of all that information so I read the whole history from when it started in his Spain in the 1800s through like a monk through what are through what they are now so that's how I started becoming interested in uh cooperatives oh that's great yeah thank you Daniel so that that is a great lead so I'll read the uh the boring official question so um what was your process of starting a Cooperative uh how how to conversions to worker co-ops work um and then how do you think about uh having conversations about uh culture and how that role shows up in creating an environment where conversations around shared ownership can happen so I think you did a great job of kicking us off Daniel is saying there's history right there's history there's research uh there's a desire for something else and I know you you'll expand on that as well so I'm going to ask you that question how do you start those conversations where did you first hear about worker ownership uh and then we'll kind of build from that yeah the first thing I was exposed to related to workers ownership was the ESOP model the Employee Stock ownership program which is really focused on more of a retirement plan and um I knew that someday it would be the right time for me to step away from the improved group and I couldn't imagine a world where I was stepping away from Direct management of the company and was still retaining ownership I knew that there needed to be some sort of plan for ownership as I was stepping away um and when I first started thinking about worker ownership I was like this is it the employees in the company are the ones that hold the wisdom and knowledge and they'll be able to carry on the legacy of what we've built over time um I was very transparent with the team that that was my goal is to think about a solution solution that would be both for the management of the company and the ownership of the company together um and we explored uh esops first we put together a exploration team that looked at that and um over time just determined that that wasn't the right solution for us um because it's highly regulated and because the incentives built into an ESOP are much more focused on a benefit at retirement or exit from the company than they are benefit to the workers while they are in the company working in the company building it um so we took a step back and started to explore and was thankfully introduced to project equity in Nexus who helped us through the process um and but we had some fits and starts you know we had to understand whether this was the right model we did that feasibility stage um to test to make sure the employees were really interested in owning the company cuz they could have said no and um determining whether the company could support um financially work our ownership in the future and we're lucky that that phase went really well for us um yeah I guess the the we started exploring it um Pro probably in 2011 so like I said we did the conversion in 2013 so it takes a couple years um that timeline might be a little faster now I wish I had known about Nexus in 2011 um I think you're you're probably your Outreach is bigger now but I didn't know about Nexus then uh I felt like I was really kind of finding my way in the dark um calling people in other states um there was an addendum in the back of the first book I read about it which was called the companies we keep which is by John Abrams It's a Wonderful book on uh on co-ops and and employee own co-ops and uh that was really the book that we used to um to kind as our blueprint um Margaret lond also helped us quite a bit she's she's a name that some of you might be familiar with she's uh in Northeast and she was a a guide for us during that process I think you need somebody who's willing to be a guide um at least we did um there's uh a certain amount of risk invol D but I think most entrepreneurs are pretty comfortable and that it's that is their comfort zone is hey I'm going to take a leap and I don't really know where I'm going to land but it feels right um so that was certainly part of that experience um so it was it was twofold probably one was a personal benefit um my wife and I had seen a counselor named Ruth Hayden she does fin finances for couples yeah yeah she's great yeah she's awesome so she's wonderful um I don't even know if she's working in St Paul anymore she's retired she's retired okay Ruth retired rest and power Ruth yeah so she she said oh most successful entrepreneurs I see in here on their second or third marriage they're aranged from their kids and I was with my first wife and current wife and um I was like I don't really want that to be my path um so and I was going down that road I was a workaholic um I was very invest I didn't intend to be I never really wanted to work that much but somehow that's what I was doing um and you're not in your head yeah uh so how do we share that responsibility like Danielle talked about that's really what it was about like how do we share that responsibility and the burden of a successful business and share the the wealth and the opportunity at the same time uh and so went through the steps of asking some of the employees some of the key employees hey is this something you're interested in that kind of expanding that conversation further and further um but that's how our that's how our journey started oh that's amazing thank you Marty um Daniel I'm going to ask a slightly different spin that you brought to me this morning when we checked in which is really talking about uh the role of immigration when it comes to labor and Workforce and how that shaped your thoughts around the Cooperative so kind of just more on what you were just talking about okay okay sorry um my my process of starting the co-op um was because um I was uh involved in uh uh wage St but this happens to a lot of people who are uh undocumented every day so this that that was the main reason of why I wanted to start a Cooperative so that we can protect each other and you know find the resources that we needed to have so that we could prevent or stop that from happening because it happened to me and it happened to most of the the people who are part of the Cooperative now so that was like the main reason of why we started uh this Cooperative ourselves uh so that we can avoid uh you know more of that misclassification and and and W step uh also our comperative it's like a mixed status uh uh Cooperative where we have some people that are documented and some others other people are not uh so it is it has been a very uh complex process uh difficult we have been doing a lot of uh research and work on what what does that look like uh for folks who are undocumented who want to be part of uh uh the cooperative and owning uh a piece of you know that work that that that we do so um and uh we can talk more individually over lunch if you're interested there are structures there are LLC structures that allow owners uh wherever they are in their immigration journey to have it numbers EIN numbers so as owners they have the requirements for ownership are different than having a social security number as a worker so we can definitely get into those conversations um I think when we talk about Equity we're not just talking about equity for some we're talking about equity for all and so um Marty to your point and Leah I think you touched on this I'm wondering if you can talk a little bit about time I think one of the challenges right for these conver versions or startups is they're not only labor intensive they're time intensive so if you could each talk a little bit about the amount of time it took for your conversion or your startup and uh sort of how you experienced that um and sort of how that impacted your thought process did it slow you down did it wear you out I know the answer is yes but can you talk more about that um I would say look at the journ J if you're doing a conversion and probably a startup to not as a destination with an endo but as a journey um our exploration of Cooperative started in 2018 2019 our transaction closed in 2023 so that's a foure timeline but um there were many steps along the way and I would say I'm guessing the cop is still probably evolving I I still have a board seat and we've just completed our first year as a board and that's been a journey too learn learning what it's like to operate a board that's in charge of the governance and well-being of the company and I'm guessing that will that journey is going to keep um teaching us new things and inviting new learnings um that said within the journey there were a couple key Milestones that I think to keep in mind um most people will experience on their on their Journey the first was um making a commitment so understanding that employee ownership was where we were going to go the second milestone we reached was determining that a Cooperative was the right model for us and then that was followed by things like preparing the bylaws understanding what the new Cooperative would be negotiating the transaction um transitioning some of the management responsibilities that I was still holding over to others so there were some really significant Milestones along the way so um when you talk about the timeline I I hate to give it um some starting and ending dates because it was a a long process thank you yeah that's a that's a great metaphor of it being a journey I would definitely agree with that um like I said ours was a couple years from the point we and maybe a couple years plus um from the time we started talking about it to the time we actually closed so it is it's a point making like there's a closing date uh ours was October 31st so our anniversary is coming up we're very excited about that um there's bylaws to write um there's a whole thing about who gets yeah everybody at some point I would say just get something on paper I mean I I it's you can change the bylaws it's not super easy but um you know it takes us for you know the bylaws will stipulate how do you make that change uh and we're still learning like what is what do certain things that we said back then mean I mean it's kind of like the Constitution like you just keep revisiting like what did we mean when we wrote that and does that even apply anymore um for us you had to work for the co-op for four years before you were eligible to become an owner and that's still the case and some people felt strongly it should be longer some people felt it should have been lower the buyin amount was was a piece of conversation like what should that buyin amount be and um that we still revisit that and every year it's a robust conversation where people feel there shouldn't be anything at all you know or some people are like No it should be way higher I mean this is a crazy amount of patronage that people are getting back every year in comparison to what the buying amount is uh what are the qualif qualifications to become an owner you know there's the the benchmarks which are you have to work three hard time you got to have 6,000 hours over four years but then there's what is the commitment to the values of the company really what is that really mean that's where you're really getting into the weeds when you're talking about this um so it's a journey in the conversation about um you know who should be an owner uh you know what are the values of the company how do we embody them those keep keep growing uh and that's the definitely the most rewarding part part of the whole of the whole journey is uh leaning into that more and more that's right that's a very deep and profound question uh for me uh when it started thinking about cooperatives I started thinking about them like in 2015 I used to own my little own uh like Maintenance Cleaning company myself um and then uh uh 2019 hit us with Co and that's when I thought this will be like a good transition for me to get out of that business and start this Cooperative Cooperative uh it has been two and a half years probably maybe we had we had Christina and I Benjamin had prior conversations but I I wasn't there at that point cuz uh I don't have like a for former education until I went to a cent college and study solar renewable energies my background is organizing so I thought what what can I do and climate those are my two things uh what can I do to transform uh something like something uh doing something meaningful so I need solar renewable energies and that's when I I thought maybe I can start start my own business but I didn't want to have myself the the entire responsibility of of doing that just by myself so I thought of other people that could join me and be part of it so yeah it's been it's been two and a half years uh it has been very very challenging like I said but very rewarded uh I will do this again without thinking to be honest to you uh because I have grown so much as as a person I I would I I never I would never thought of seeing myself uh sitting in a panel like this before uh but I'm glad that I'm I'm here and that's how much I have grown uh with my peers too uh we have we have faced like I say those challenges of having big status uh people in the imperative plus uh the language some of my some of my former uh Founders speak no English so writing those bylaws those uh the you know like our workbook was the toughest and it has been the toughest but we we we got it we made it happen and like Marty said you know they they have changed one one day we we had Christina Benjamin you know getting us to the right direction and we were like yes but then someone will like be like I don't like that mhm yep and I'll be like oh God and I will just tell Christina please don't leave me I I will just grab her by the feet and Benjamin and say please don't give us give us give us the opportunity so they that's why I say um and acknowledge their their um hard work and being with us all all all this time um but now we are to a point where we just need to find our first uh client because everything is done our byas our workb uh we are registered with the Secretary of State we have our insurance ready we uh we just passed uh one of our members passed the uh the uh test for shut up did she for the construction well done so we can we can start now uh you know beating uh for for work uh ASP so two hardworking long years but it's like I say it's worth it and I will encourage people to to take that step I I do really want to see uh more cooperatives uh in Minnesota uh because they're just they're just beautiful in in every in every way you know you have you you you're your order you can make your own rules your time uh and all of that work so so yeah that's amazing thank you Daniel I'm so excited she passed that freaking test oh my God uh to be continued so um it is beautiful it's also really complicated uh not unlike my dating life in college so let's talk a little bit right about culture of ownership because I think that's a key part that you've all brought up so here are the questions around that um what does having a culture of ownership within a business look like what are some of the pain points in developing that culture and could you each highlight an example of your work where building a culture of ownership made difference so I think that at the improved group there was always a culture of ownership over the quality of the work our team was so dedicated loved what we did loved our customers so the culture of ownership over the quality of the work was there from the beginning um what we had to figure out how to build was a culture of ownership over the well-being of the company um and partly the barrier to that was me because I was holding the knowledge the processes the procedures around um what our finances were what our projections were um how our Market was changing and I really had to get out of the way um I had at one point um in our journey one of our team members pulled me aside and said you know Leah if you are really moving towards this employee ownership idea that we've been discussing you're going to need to stop being the one to come in and solve problems I was like oh but that's my job that's what I do is solve the problems um and I really I took that advice to heart we did some things um fairly early on like move into some pretty radical transparency with our finances we um at a monthly and then more deeply at a quarterly basis started sharing where we were financially um you know that was kind of scary in 2020 when things were going a little Haywire but um but we needed to do it so our employees understood where we were standing and also where um there was some opportunities for agency and contributions to um to pivoting and changing and making a difference um so I would say you know again the the culture of ownership was always there we just had to really think about it in Broad terms and um apply it to the well-being of our company not just the the best thing for any particular project or work oh that's great thank you you know before I answer that question there was there was kind of a afterthought I had too is is there's a lot of talk about this process that takes years um I think for us anyways it was really important that we always keep an eye on our Core Business and that we not pivot so much on the transition and the all the work that was going into it and so I think that's part of why it can take a long time because for it to be successful you still just need to take care of business as usual for us that's that's working in people's homes they don't really care who owns the company they just want to make sure that their kitchen's remodeled right you're like you know um so I just wanted to kind of mention that that there's so much focus on the bylaws and the meetings and the ownership but really taking care of your clients if you can't do that it's going to be hard to have a successful business so that was just a thought which I why I think it takes so long the um we also had a culture of ownership um already of of shared ownership beforehand it's just weird when you're the sole owner and you're like okay we're doing shared ownership we want you to act like an owner but you don't really get all the profits I do and so that's the big piece is where all of a sudden you add in this you know a big Financial benefit and so that comes over time people starting to see oh there's a huge financial benefit of being an owner of this company and I get to have a voice in a lot of the decisions and the direction of the company and that's the piece that I think you know it's the the money is great but really what we've seen over and over again is that it's the ability to have a voice at the table and a vote um in electing our officers um in making big Direction decisions um and so that's that's I think where we we really I see that is that it's not really a about the money and I think Benjamin said that and somebody else earlier said that it's really about the ability to have have a voice at the table about who we want to be and and the thing that I keep thinking about is the co-op exists to serve its members that's like its core if you just boil it down to like how do you just say what are we about we're here to serve each other and to help each other become the best employees we can to reach our potential we're also there to remodel the kitchen and and uh and like finding that that balance and how they intersect I think is is the the part that's been so amazing about being on this journey um and we keep figuring it out more and more every every year so great you're great so really I'm going to I'm going to prompt a little bit just because we've been together a minute Daniel we have we have very excited about the kinson ER later this me soon yeah um so when you so thinking back to when you first started this work um and thinking about the folks who have come in and out through the process like I think about you and Fernando as being like two of the key sort of foundational members when you think about this idea of a culture of ownership how have you talked about that with folks that are now founding members of the co-op how did you talk about culture of ownership with them when you were talking about it because every single person at that table has talked about it in some way right um when I when I talk to uh the members about uh the cooperative and and being honors uh it was it was tough for them to to comprehend or understand um because in our culture uh at least in my culture in the Latino culture it's all about you being the worker and providing Services always to people but owning your own business was like what are you kidding me is that even possible I'm like yes it's possible and I I can't you know have you meet uh the honor or your own work uh it was it was painful uh in the process I lost uh three to four people because uh you know this this takes time and these guys thought that it was just like let's just get together let's get out our tools and let's put our bells and let's just go to work you know um so it wasn't it hasn't me it hasn't been easy uh luckily I have uh really good people in our team that have uh that are good uh good people that have been doing this work for many many years and they have always uh wanted to uh have their own business and they saw this as an opportunity to uh to own it and to share the responsibility with with other people because uh most most of the people I work with they don't have like I say they don't have a form education like me they they they don't have the the tools that sometimes are required to uh you know develop a business you know many times they just you know have their money and say okay here's here's my chair let's let's do this let's buy you know materials and things like that and let's get our work done but uh doing doing this uh has has been a challenge because I have to teach them you know uh and I have to uh show them how we could you know find good people good uh Partners good uh organization that can help us get through the through the process but I I told him it was going to take maybe two to three years some some left but some like Fernando or uh yeah Fernando like Fernando yeah like Fernando yeah that's he was the first person that I brought to the to the cooperative and he is still there and he he understood that because like like I say he he has always wanted to uh own his business and but like I said he didn't have that technical assistance so how to do it and you know how to find a lawyer how to find like a project manager and all of that and you know he just stti with us with with with a cooperative and now he's learning and uh he knows that there is a technical support that we can have thank you so much I appreciate that um I I think that's a great segue and I appreciate that um I want to talk a little bit one thing that's interesting is we have what I would almost call sort of three generations right of Cooperative development over the last decade right so different phes one of the pieces we want to hold up for the different groups in the room is um as you mentioned Daniel there's a lot of of support that goes into this one piece is government right so for us the local fund that we currently have is available through partnership with city of St Paul federal arpa dollars I'm curious from each of your perspectives um I guess I'll ask you to talk about this in one of two ways one is there local government or government structures that have supported your Cooperative development along the way and or two when you put your trans transaction together how did you think about your Capital stack for that transaction to me the reason these are related right the local fund is a fund there's money involved so I'm curious about government participation and also kind of thinking about your Capital stack because I think there is some overlap in those two opportunities um I have a little bit of a unique take on the government perspective um not as a funding source but as a custom customer so a pretty big uh segment of the improved groups portfolio is in government contracts and one of the things that the improved group was facing as it converted to a co-op was um uh loss of our ability to compete on um some government contracts as a registered woman-owned business I went from being the owner to a group of owners who actually happened to be majority women um a greater proportion people of color um but that wasn't necessarily going to be recognized in our Government Contracting and we were very lucky to work with some of our customers to um ensure that the improved group was able to keep its status and um help us continue to compete on those government contracts so I would say that one way that um government can participate in the success of co-ops is to ensure that their policies are um encouraging them to do business with cooperatives to put their money where their mouth is and um put those contracts there um our financing stack did not include any um government financing we had three sources of capital for our deal the first is um the cash within the business that the business had generated over the previous several years of our success so we um had uh held on to that cash as part of the way to finance our transaction the second way is we got financing from shared Capital which I think is here yep uh and um they funded probably oh I'm going to get my percentages wrong but maybe 30% of our deal and then the last was um I financed as the seller so that meant that um the improved group holds a note to me that's payable over about the same terms as the shared Capital loan um and that is about maybe 15% of the deal so we we had three sources of capital um for that transaction and one of the reasons that Capital was important in our transaction is because I was exiting so um there wasn't this kind of ongoing assumption that I'd be earning income from the business business so as part of that exit um as as we heard in the beginning I wanted to make sure that I was getting a fair market value for the business it's great uh we didn't get any like government programs or um that I that I can think of we worked with Prairie Capital who they were based out of did you per capitalo they they uh they did the they did the valuation for us okay um so we had uh and and I as the so I was the seller and I was selling to eight at that point it was eight employees and I was one of the employees so I was the buyer and the seller which was kind of a funny place to be in and I was the president of both the co-op and the the selling entity so it was it was a funny place to be in the employees said hey Marty we want to do this if you're leaving so it was clear like hey if this is your exit strategy we're we're not doing this like they they wanted me to stay I was the as they described you're the benevolent dictator and we like what you're doing here and if this if you think you're leaving we're not doing this uh so Prairie Capital came back with a price that frankly like shocked me um hadn't seen numbers like that or dreamed of numbers like that and I didn't want to put the co-op in a position that was going to burden them that much so I did a big reduction in that price employees and and everybody was happy with that um I did Finance it 100% for 15 years which matches the amortization schedule pretty closely um so we're we've got um how many more years just a few more years well 203 2028 that's when my income is going to go way down because that's when the that's when that note will be paid off and the co-op will be free of that debt um and even we I actually also financed some startup Capital so the co-op started with basically zero dollars and I did a separate note to give them some some money just to get through operations for the first few months while cash came in so 100% financing didn't look to a bank didn't want to get involved in anything like that um so that was our kind of how we how we Str structured that great thank you so for you Daniel this is a conversation I know you all have been having quite a bit around how you're starting to think about startup capital and some of the sources that you're looking at for startup Capital so you've talked about grants we've talked about some other elements so is there a place for local government in the work that you doing in terms of startup financing um and how are you thinking about about funding for your startup capital for materials and things like that uh one of the things that we are thinking about is fundraising um I I think uh for us as as uh as a cerative who who has no prior money or funding other than our like our work our money that's how we're planning to get is on uh through uh f r uh they they the yes so our local government uh is helping us with like uh technical assistance we grad uh for technical assistance so that we can get us part Nexxus into do with that but uh we still have we still have a lot of gaps uh in there uh and I'm sure there is a lot more things uh our local wber uh can do to to help uh f b up these uh uh bip uh cooperatives where we can you know probably uh get uh loads I we get it with like a low uh what was it word APR you know or maybe even a forgivable load right or I know where we can eventually uh pay it it I as we as we grow because of as many of you know only your business uh in the beginning doesn't give you uh that Mone or the catch it takes three four years before you start see uh somebody um is your your pocket so so yeah that's something that can I add one more thing of course you can um I I would love hearing these stories and there is one additional important employ that the public sector supports cooperatives and that is through tax breaks that they give to sellers who are selling to a Cooperative um so while I sold that market rate um explain that in close um we did have a valuation and I sold at a percentage below that valuation about 30% but that um I was able to benefit from some tax breaks that are at the Federal level that our almost of Cl want to um so there is a really important believe that the public sector supports Cooperative conversions which is through that tax break uh which allows the seller to sell at a discounted rate to their oh that's great did you that so uh I know we got about 10 minutes left I can psychically feel Jennifer somewhere I see you Evan Evan I'll get to you in just a moment um I think I'm going to ask one last question and maybe keep it brief and then I do want to open it up for questions because I think that's an important part of our shared learning today so my last question is um Le I know you've been talking with a lot of folks how would you describe becoming a worker Cooperative to another current business owner um how would you how would you explain it to them how do you think about now would you encourage them to do it would you encourage them with some like caveats how would you think about it I would encourage it 100% so good job thanks for joining us today I would say that um there for me when I was thinking about what the benefit of a Cooperative is is I really dialed up that dial on Legacy I can see team growing building taking on new things that I hadn't even imagined it's so exciting to see um and I would say you know to us business um Founders our as entrepreneurs we have a healthy ego so seeing uh seeing something that you created live on on its own um in that Legacy it's just beautiful so I'd 100% encourage it call I I would as well uh I mean seeing your employees and co-owners reach a potential but I think that you know if they Wen if they weren't necessarily owners or in that sof where they have so much say and so much ability to to create and make the workplace their own hell know if they they reach that same potential honestly like I I mean it's hard to say but I've just seen people flourish and to see people work together and learn how to have hard conversations together to learn to like look each other in the eye and say I respectfully disagree with you but I really committed to our cause together let's work through this that's a conversation we all want to keep having and so that's the that's the beautiful part of like seeing democracy work in our society with all the other noise that's going on and the news and stuff so it's it's wonderful you I do I would say like if you're uh thinking about selling your business business are transitioning and you're you have a super dysfunctional business already that that's going to be aill battle like I think like you already want to have kind of about a a good working thing and and being an employee on business could make some of the challenges you have just to highlights of was point so you know uh it's a great way to solve problems together I I love the model and and like you I like the Legacy it's uh it's TR said yeah I will say uh like I say in the beginning I will do this uh and yet no no in a heartbeat I I would encourage uh people and I always do uh for for me uh most of the responsibility in in LS of me like I say because most of my uh peers have no prior knowledge of you know how to uh do uh some some of the paperwork and things like that but I have seen them grow too myself I seen that grow I seen them uh uh taking the RIS or lifting their hand and saying hey I will do this I will uh go take the test myself right I will uh try to find this information I will try to to do that so suppos I will uh do this look in the Harvest I wouldn't I would have done about doing it again that I I keep doing it even even if it takes me uh uh to do most most of the most of the most of the work so it's I I I think that the Universe has uh granted the the opportunity at uh of having these uh beautiful people as spder because they're all beautiful they just did this to believe it themselves I they they do that or they're they're growing so much or they're living their uh they're living a side there uh how would I say uh their fears you know they their fears outside uh they believe it this price that uh I'm very lucky very lucky to be H this of having like a say people like dixel uh and like PS they ready so have thank you d uh let's open it for questions Evan we'll start with you and then other questions sure um so my question first of all thank you all um I love hearing these testimonials cuz you be the best advertis to the work but but uh you all are what I would characterize as very Miss and d right and you know we we in our work at project Equity segments business own as Mission driven Mission align Mission adjacent and those are just our bottom line focus and so my question to you you know you all have drinking the Kool-Aid of the speed but if you were to if if you were to recommend right Cooperative ownership shared ownership to a business owner that might be at one of the other ends of the spectrum that's made fish in and Jason or bottom line focused um and I like your you comment me about the tax benefits that's tax code 1047 you tax You2 1042 thank you 1047 is real estate right that's right okay the nerd ometer at so so my my question to you is what would you recommend that folks tell the business owner who isn't Mission driven like y'all I do necessarily drink in the Kool-Aid what would you tell them to tell those folks as the reason to do a worker own mod okay um okay in addition to the tax benefit which is significant um some of the things that were talked about in general terms around the company um is more stable the employees earn better wages it's more likely to be profitable those are all true and um and as the owner that's thinking on transition you can think about oh my company is going to grow in this way and do I want to have an outgoing participation in in that company because I can see when we convert to employee ownership and then he that new lever to contr for the growth of my company of that sense of shared ownership and um shared responsibility um as part of my transaction one of the things we considered is something called an earnout which is a little bit different than a laan and it's this idea that um part of my sale would be finan at the terms of a proportional profits over time and I kept um saying to my inner circle of advisers that um because we were keeping that earnout very small was my hope for um myself was to have money in the bake earlier and my hope for the company was that it made me regret not taking that herb out and I think they're already it's only been a year and a half but I think there're already other way of making me regret that so so and but you know different owners can structure it however they want and um there's a lot of flexibility there a lot of opportunity to negotiate with people that you care about and um and that you really trust to have the well-being of the to so all right um I want to be respectful time goes back on track it's 11:30 uh can we give these fantastic hum