IN THIS ISSUE: “Embracing Resilience and Refinement in Challenging Times” Letter from the 2023 IBBA Chair. Plus, Insights on the Power of AI, Deciding Whether or Not to Grow, Do’s and Don’ts for Buyers, and More!
Main Street News September 2013
Early Registration Ends on Monday!
Ready, Set, Grow! Now is the time to equip yourself with the tools to grow your business brokerage practice. Tomorrow’s success starts today as you gain the knowledge and experience that you need to succeed.
If you haven’t yet registered for the 2013 IBBA Fall Conference, to be held November 18 – 23 at the Hyatt Regency Savannah in Savannah, Georgia, don’t miss your chance to sign up for new educational offerings and networking opportunities at the best possible price. Registration begins at $625 and will increase after September 30!
George Lanza, CBI, M&AMI, CSBA, MEA
2013 IBBA Chairman of the Board and Chief Governance Officer
Is It Time To Start Harvesting?
The news is filled with headlines talking about how the economy is turning around. The business owners we meet with have a renewed, albeit cautious, confidence. Many who sat on the sidelines waiting to make the decision to sell are now open to press forward. Are you ready to be part of the pay out?
If you have been working your database diligently—staying in touch with your prospects through drip marketing—now may be the time to step up your marketing plan and be deliberate about personally reaching out to your top-tier prospects. Owners who were not ready to let go a few years ago now seem to be more curious as to where they stand in the market. Most recently, we have found that manufacturing seems to be the industry seeing the most growth. Based on Pitchbook’s recent article, “A Manufacturing Renaissance,” the manufacturing industry has seen continuous growth for the past three years, creating jobs and confidence. We personally have reconnected with dozens of owners in all areas of manufacturing, and have found that these owners are anxious to sell. The question is: will you be the one to reap the benefit in your marketplace?
Technology has been our friend, but also our foe. With spam email on the rise and business owners feeling overwhelmed, unless you are differentiating yourself from the competition you have no way to stand out from the crowd. Business owners want to do business with people they like—individuals they connect with where there is an established relationship. But yes, at the end of the day, they want to do business with professionals that stay current and knowledgeable.
Dig in to your field of past clients and discover new opportunities for your business. Attend the 2013 IBBA Fall Conference in Savannah, Georgia, November 18-23. The conference will offer several new courses such as “Business Options for Foreign Investors: How To Work with Visa Buyers” and a variety of workshops including “A Federal Update on Business Assets”.
From start to finish, attending the conference will offer you new tools to grow your firm.
We hope to see you all in Savannah!
Kevin Dempsey, CBI, CMC, CMEA
M&A Source Chairman’s Message
M&A Source Chairman
M&A Source Conferences Provide Superb Education
Often I am approached by individuals wanting to enter the M&A practice. I am asked, “How does one get started?” I tell them that attending the M&A Source Conference provides a unique advantage in terms of preparing to enter this field. Even seasoned M&A practitioners with years of experience have taken advantage of the opportunity to expand their knowledge.
The following quote from the Q1 Market Pulse Report says it better than I can:
“With national networking, sharing of best practices, credential programs and first-rate continuing education, it’s clear that association membership is a significant contributor to success in the M&A marketplace.”
M&A practitioners in this field have many challenges, including financial, legal and practical pitfalls. If someone is not availing themselves of the substantial training that can be obtained, then achieving success by avoiding these pitfalls may lead to their demise. The M&A Source Conference of workshops and education courses is the best completely comprehensive training available for mergers and acquisitions.
Besides the M&A Source, other institutions try to provide education and training. We all are contacted weekly with upcoming conferences and seminars. But what you get at the M&A Source is much more practical. Much of what I see offered elsewhere is theoretical or academic and written by authors who have never actually done deals. Our instructors are doing deals and you might say have “worked in the trenches” compared to those who may never have been through the due diligence process and actually closed a deal.
I remember a number of years ago I was training a new associate that was just entering the M&A field, or as I call it “real M&A in the lower middle market”. He was smart, had an MBA and had worked for Fortune 500 companies for a couple of decades. His career went all the way to Vice President. He claimed he had done M&A with these companies, but after almost a year he was so frustrated he left the business.
I tried to get him to come to the conference but he had no idea he had to know so much (i.e., wear so many hats). The financial hat, the marketing hat, the appraisal hat, and at times the psychotherapist hat! He was accustomed to large corporate development departments with staff at his beck and call. Now, by himself, he had to manage an emotional, unreasonable seller who at times was less than fully cooperative during due diligence. Records were shoddy and not everything had been disclosed so the buyer made one negative discovery after another.
On the other hand he had a very sophisticated buyer who he tended to agree and identify with and generally liked. But the buyer was making demands and continuously trying to lower the offer as the discovery process unfolded. He made the fatal mistake of appearing to represent the buyer against his client-seller. That ultimately killed the deal and ended the marketing agreement with the seller.
I tried to guide him and warn him he represented only the seller, but he did not have the tools at his disposal to deal with these situations – tools that are taught at each M&A Source Conference.
The M&A Source Conference has been a great bank of knowledge for me. Seasoned dealmakers give their time and share their experiences to help us all have a greater chance at closing our deals. The educational courses are taught by individuals who have actually done deals. And participation in the class by others willing to share their experiences getting through tough deals is priceless. The workshops cover so many current topics in deal making that you will come away with new tools in taxes, legal and accounting for closing your deals. And the Dealmakers Expo affords a face-to-face opportunity to meet and get to know professional buyers who have the funds to buy companies.
Be sure to attend the M&A Source Fall Conference and Dealmakers Expo November 18-20 before the IBBA Fall Conference gets into full swing!
Marcie Woolworth, CBI, FIBBA
Membership Committee Chair
Membership Committee’s Update
Knowledge, Experience, Results!
When you say you are going to do something, do you follow through? Committing to something these days doesn’t seem to have the same weight that it used to. The definition of commitment is “an agreement or pledge to do something in the future; the state or an instance of being obligated or emotionally impelled” – that is, being committed to a cause. Are you committed to your sellers and buyers? Are you committed to the IBBA or other organizations? Do you go that extra mile? Do you do the kind of work for your clients that will get you a referral in the future? Being a committed part of the IBBA brings you to a new level of involvement both professionally and personally.
As a Board Member of the IBBA, I want you to know how committed I am to our cause. The Membership Committee has been diligently striving to find bigger and better benefits and as they begin to roll out, you will be notified through these newsletters, so stay tuned!
For you newer members, I hope you were able to attend the Educational Fall Summit held in Dallas, Texas, earlier this month. Check out the IBBA website to get the full details on future summits if you were unable to attend the latest one. The next Educational Summit will be held in April 2014 in Orlando, Florida. Remember, a CBI designation signifies “Knowledge, Experience, Results!” For those of you who have been members of the IBBA for some time and haven’t gotten your CBI, please consider obtaining it. When you talk with your clients, both sellers and buyers, you are able to tell them about the professional organization you belong to and the credentials that you garner. The IBBA has a great influence in our industry, and we are investing in our future by being a part of the IBBA!
As part of any team, we all need to be involved in some way. Log in to the website and check out the Membership Manual to see a list of the committees of the IBBA. Please take the time to review these committees and contact the chair of the committee that may interest you. You will be glad you did!
The Membership Committee will host a New Members Breakfast at the Fall Conference in Savannah. If you are new to IBBA within the past year or so, you will find this time to be very enlightening. Please watch the newsletter for more information as the time draws near. It is also time to register for the 2013 IBBA Fall Conference in Savannah, GA the week of November 18-23, 2013! Early registration discounts end September 30!
As we continue to search for more valuable benefits, we would appreciate any input that you might like to share! Are there any benefits or services that you would like to see us add? Please email me at [email protected] or call me at 970-663-9400 – I’d love to hear from you!
Wishing you great success and blessings along the way!
Cress V. Diglio, CBI, M&AMI
Chair, IBBA Education Committee
Education Committee’s Update
Everyone knows the age-old adage “know your competition.” To be a successful business intermediary, you must know your competitors and be able to differentiate yourself from them. Otherwise, the broker with the best bottom line wins. I have applied this idea to every business I have been involved with during my career. I’ve honed my skills and branded myself in such a way that I am able to charge a premium for my services. Ask yourself this question: how am I different from other business brokers in my area? If the answer is that all business brokers perform the same services, then the competition merely becomes one of broker fees. Clients will look for the better deal (and lower commission rate) if they feel that similar services will be provided by either you or your competitor.
So, how do you differentiate yourself from competitors? Work towards professional designations, such as the Certified Business Intermediary (CBI) and Merger & Acquisition Master Intermediary (M&AMI) credentials. Even if clients don’t understand the exact meaning of the acronym behind your name, the perception is one of importance and prestige. Gaining these credentials will require you to become more involved with the IBBA, which, in turn, will give you access to our first-rate educational programs. Attending conferences, logging into webinars, and participating in affiliate field courses will help you keep abreast of important trends in business brokerage.
As the IBBA Education Committee is committed to providing our members with the tools to capitalize on these current industry trends, we have developed new courses specifically for the upcoming Fall Conference in Savannah, Georgia November 18 – 23. While the conference offers a variety of courses, there are two must-take courses: #110 – Selling New & Existing Franchise Opportunities and #231 – Business Options for Foreign Investors.
The franchise course (#110) covers all the rules, regulations, pros, and cons of selling franchise businesses. Instructor John Davies will provide attendees with a better understanding of the terminology used, a greater knowledge of the forms and documents required during one of these deals, and a deeper appreciation for the benefits associated with franchise sales. Without this information, business intermediaries will never gain the respect of (or ultimately the business of) the franchisors, franchise brokers, or franchise owners. There are more than 700,000 franchise businesses in the United States grossing over $750 billion in sales. Franchises are great business opportunities for individuals that like structure, such as military and corporate executives. The struggling job market has made it difficult for returning military and laid-off corporate executives to find adequate employment. Purchasing a franchise is the perfect solution for many of these individuals; don’t let these deal opportunities pass you by!
Did you know that purchasing a business that qualifies for a visa is a passage of entry to the United States for many foreign nations? If not, plan to attend the foreign investors course (#231) to learn what type of business purchases qualify those individuals for various visa types. Familiarize yourself with how much money must be invested to qualify for a visa, and if foreign nationals receive financing or if they can be cash buyers. Gain the tools needed to identify foreign nationals looking to buy a business so that you can capitalize on the billions of dollars coming into our country. Just imagine how you will look in the eyes of your client when you bring them a cash buyer willing to pay top dollar for the privilege of buying their business and living in the United States.
These courses and others at the Savannah conference will expand your skill set and allow you to increase your earnings in a tough economy by differentiating yourself. The IBBA provides business intermediaries the opportunity to stay ahead of the curve. Attend the 2013 IBBA Fall Conference and gain the knowledge to make it impossible for a business owner to give their listing to someone other than you!
Barry Berkowitz, Ph.D., CBI, M&AMI
IBBA Marketing Committee
2013 Affiliates Rewards Program
IBBA’s 2013 Affiliates Race to the Grand Prize
The 2013 Affiliate Rewards Program is progressing nicely as we approach the 2013 IBBA Fall Conference in Savannah. In 2012, Affiliates earned more than 20 free IBBA course registrations and three free IBBA full conference registrations for their members. A member of the New England Business Brokers Association won the Grand Prize and received $1000 for his 2013 IBBA Spring Conference fees and travel expenses as a result.
The rankings as of September 20, 2013 are as follows:
As you can see, there has been significant movement in the rankings thanks to increased participation in recent months! Currently the Midwest Business Brokers & Intermediaries (MBBI) is in the lead, with the California Association of Business Brokers (CABB) close behind.
Remember that points can be earned through Affiliate members joining the IBBA, attending an IBBA conference, and/or attending a course at an IBBA conference. The fastest way to earn points and increase your ranking before the end of the year is to submit your latest membership list and to encourage your members’ attendance at the 2013 IBBA Fall Conference scheduled for November 18 – 23 in Savannah, Georgia. Don’t forget that early registration discounts end September 30!
If you have any questions about this Affiliate Rewards Program, please do not hesitate to contact Maggie Nicholson, IBBA Education & Certification Manager at [email protected] or contact me at [email protected].
Sponsor Message: BizBuySell
Must Haves to Be Found Online
Part 3: Claiming Online Directory Profiles
Expanding on material we presented at the 2013 IBBA Spring Conference, we have created an exclusive IBBA series to help uncover online trends, what they mean for you, and actionable items to ensure your company’s name will rise up in the online search ranks. Over the last few months, we reviewed company websites and what to include for an effective web presence as well as SEO essentials and how to appear in search results online. This article’s goal is to help you claim free online directory profiles as a source for lead generation and brand awareness.
Are You Easily Found Online?
In today’s digital age there is a strong reliance on online search as a way to discover new services; and business brokerage is no exception. Though I’ve exemplified Google’s services in this series, search extends way beyond Google and its competitors. Today’s web is accessed from a wide variety of devices which has broad implications for how you are found and represented.
Search engines and parameters are embedded within applications and apps, which are both largely location aware and socially driven. As local and social searches continue to develop, creating optimized professional profiles and building an accessible online presence will continue to become vital to remaining relevant in your community.
Why Are Online Directory Profiles Important?
In order to create a strong online presence, you have to put yourself out there. Online directories are the next step to doing that. Apart from boosting your overall web presence, online directories are essential for:
- Quality Control – Manage how you appear to those who are searching for you. Ensure accuracy of your brand and identity throughout auto-generated listings online.
- Influencing How Clients and Customers Find You – More entries indexed in search results will establish a credible presence and create more channels for potential clients to contact you.
- Local Search – Relevant directories will pull listings with matching geographic modifiers and relevancy to the top of the results. Local directories help local clientele find you.
- Social Search – Online reviews are the modern day word-of-mouth on a much larger scale. Positive endorsements from locals you’ve helped will positively build your brand and generate referrals.
How Can You Get Started?
- Claim an Existing Listing – You can begin by searching for your company name in your favorite search engine to find the directories in which you already appear. Existing but limited profiles are especially common in Google, BING, and Yellow Pages. By locating and claiming ownership of these listings you can personalize them to your liking.
- Create a New Listing – Alternately, if your top results aren’t clearly identifiable, you can target high priority directories that reach your desired clientele. A few I would recommend are Google Places, Yahoo! Local, BING, YellowPages, Manta, and of course the BizBuySell Broker Directory. As most of these are free to claim and enhance, harnessing the power of these key profiles will help you earn higher recognition for your brand.
As an example of claiming a profile (and for consistency), I’ll use Google:
- Go to Google Places for Business
- Be sure to complete a full profile with operating hours, photos, contact information, categories, descriptions, and location.
Note: Though Business Broker isn’t an available category, entering in the next closest term to your specialty and using the descriptive areas to pack in search optimized keywords is an equally effective route.
- Google or any other search engine will use your descriptions and completed profile to match searchers with your business listing.
Where Can You Access Directory Profiles?
- Google Places for Business
- Yahoo! Local
- BING Places for Business
- YP.com Advertising Solutions
- BizBuySell Broker Directory
What Else Can You Do?
If you’re a current member of BizBuySell, be sure that you’re fully taking advantage of the Broker Directory. It was created to help connect our brokers with buyers and sellers, and we’ve taken great measures to optimize it both within our site and in the search engines.
A few key tips on using your Broker Directory profile:
- Make it 100% complete – As with your listings, a completed profile will help optimize your listing and encourage searchers to click.
- Include a picture and logo – Adding professional branding will help build credibility and awareness.
- For Premium Members, select up to 5 areas served – More areas will help your profile appear in more result queries.
- Take time to write out all the descriptive fields in a Word Document so you can copy and paste your entry into all new profiles. This will not only ensure consistency, but save your work.
- There are also professional services you can hire such as www.localeze.com that will help manage updates made to your business listings by distributing changes to all the profiles you’ve created.
Considering the likelihood for the internet to publish incorrect information, the steps outlined above will keep your brand consistent, credible, and easy to find. Now that you’ve created additional space in the search results, you’ll be more accessible to buyers and searchers who are looking for your expertise.
Next time we’ll discuss social media profiles, how to be found on the most important platforms, and using the foundation from this series to gain more customer recognition and become an industry influencer.
Bob House is General Manager for BizBuySell.com – the Internet’s largest and most heavily trafficked businessfor-sale marketplace. Currently, approximately 45,000 businesses are listed for sale on BizBuySell and the site receives more than 910,000 monthly visits. BizBuySell also has one of the largest databases of recently sold businesses and a leading franchise directory.
Bart Basi, CPA
Deciding between the Limited Liability Company and the S Corporation
A few months ago, we examined the selection of which entity to choose based on the perspective of the proprietor through the lens of the Limited Liability Company. To recap my last article:
Limited Liability Companies are becoming more popular. This is because most business owners want a limit on liability and single layer taxation, and want to limit the formalities and still enjoy the protections. The LLC is definitely worth consideration.
While the LLC has some big advantages, the S Corporation is not out of the race yet. This month we examine the S Corporation.
Subchapter S Corporation
To begin with, the self-employment tax is 15.3%, and encompasses both Medicare and Social Security taxes. Profit (not salary/compensation paid) from an S Corporation is not subject to self-employment taxes. Normally when a person is employed, their employer pays half of the tax subjecting the employee to only paying half of the full tax. When one is self-employed, they must pay the full tax by themselves. Under the use of a Subchapter S Corporation, salary (not profit) is subject to self-employment tax. However, if the salary is deemed insufficient, the IRS can reclassify the profits as a salary subjecting them to self-employment taxes.
This is in contrast to operating under an LLC, where both salary and profits are generally (but not in all cases) subject to self-employment taxes. For people with incomes below the social security maximum threshold amount, this can result in a significant amount of money being paid in self-employment taxes. That being said, this can be good or bad depending on your retirement planning needs and expectations.
Since S Corporations are flow-through entities, losses are deducted at the shareholder level. This also holds true for the LLC. However, this is in contrast to C Corporations, in which shareholders cannot deduct losses. If an S Corporation has a loss, the owner will recognize the loss on his or her 1040 leading to a lower tax liability. However, there is a limit. You cannot deduct amounts that exceed your investment and loans to the company.
During operation of an S corporation, profits are taxed only at the shareholder level as opposed to C Corporations, which are taxed twice. Just like with the LLC, the profit is taxed rather than the distributions. This can be good or bad depending on the situation.
When winding up the affairs of the entity and dissolving the business, profits are taxed once. As stated above, all businesses eventually close their doors and their assets are sold at one point or another. With an S corporation this transfer is only taxed at the shareholder level.
It is also worth noting that the franchise fee and start up filing fees that S Corporations pay are substantially less than that of LLCs. Generally, S Corporations will cost in the area of $50 per year in fees, and LLCs generally cost $300 – $500 per year.
There is no such thing as a “be all, do all” separate entity for the business man or woman. Each entity has subtle differences which can make a substantial difference to the business owner. When deciding which entity type to go with, consider tax and legal aspects to the full extent
Pusit Ketmayoon, CBC, Ph.D.
International Member Spotlight
Every business broker has his own story of how he entered this business. I would like to share mine, and hope that this will encourage many newcomers. I started my career studying overseas. I then started to work for MNC within the region of Thailand. After 20 years working overseas, I decided that I wanted to become a business consultant later in my career. So I then took further education, including an MBA, a PhD, and many other business advisor certificates. As soon as I managed to get a number of customers, I started my own small consulting firm SEA Business Consulting. I slowly found that many of my customers either had many businesses and wanted to sell some of them, or their current businesses were in bad shape and they were looking to sell all of them. That was the formal starting point of SEA Business Broker.
I believe the business broker/intermediary industry will have a very bright future in the next several years. Within Asian countries, everyone is aware of the hottest regional event, that of the AEC (ASEAN Economic Community). AEC will bring endless cross-border business potential, not only within the region but also from other parts of the world.
Thailand has a very strong strategic location. The country is geographically located right in the middle of the AEC region. Based upon my experience actively working in the region over the past 20 years, my SEA Consulting and SEA Business Broker firms were established to serve new business potentials.
SEA Business Broker is one of the pioneers in its field. In Thailand there are only a few formal business brokers. The current business brokers in the market seem to focus more on the “main street” business. However, there are lot more opportunities at the level of M&A as well. Mostly people here are not formally working as a business broker but in property/real estate agencies.
SEA Business Broker is still very young. However, over the last year we have managed to acquire 60+ potential sellers with a total business value of $650 million. Our business broker division was actually established at the request of an existing customer from the business consulting division.
In the coming years, in addition to two branches in Vietnam and Malaysia, I am working on setting up representative offices in most of the countries in the Southeast Asia region in order to better serve our customers. In our company, we strongly believe that the upcoming AEC will be the main factor contributing to the success of this industry.
In giving other business brokers recommendations, I would say that investment law is one of the most important foundations that the business broker must establish, especially within an emerging region where there is a lot of grey area.
International Member Spotlight
The economy of Spain is recovering from the financial crisis. However, our small and medium enterprises (SMEs) have huge financial requirements that are not being covered by banks due to restructuring. Because of this, they need to find or sellprivate investors, which is a great reason to become a broker in Spain.
I am proud of what I have accomplished as a business broker-being able to help SMEs find investors or purchasers in their business and saving many jobs at the end of the day. In the years to come I hope to do more cross-border operations, searching for international buyers or investors for my clients.
The IBBA gives our firm a perfect and trustworthy reference for new clients. Spain is a jungle of false professionals and corporate pirates, and our membership is a great way to push us ahead of our competition. I would recommend to any other broker to join the IBBA, and to carry out the ethics and professionalism that the organization promotes. References are so important for our business, and you can gain them through excellence and efficiency.
Clyth MacLeod, Lifetime CBI
News and Views
Immigrants Enrich New Zealand
Immigrants are entrepreneurial and industrious. They enrich New Zealand culturally and financially and they buy businesses. 62% of our business sales have been immigrant buyers-some recent, but most have been here for a few years and have residency.
Those of us born and bred in New Zealand benefit from networks built up from school, sport, or other interests. Immigrants succeed through hard work, pleasant service and family support.
New Zealand is a young country that has grown through successive waves of immigrants – initially from the UK and Ireland, followed by Dutch, Pacific Islanders, Fijian Indians, South Africans, and Asians from various eastern countries. All have made a significant contribution and continue to do so. Today, our supermarkets, hospitals, service stations and hospitality industry are mainly staffed by immigrants.
A high proportion of the businesses that we’re buying are in the food sector-cafes, restaurants, lunch bars, and bakeries. These are cash-and-carry businesses and may require only limited English language skills. But today immigrants are buying retail, wholesale, manufacturing and service businesses of all types.
To service this growing market, over half of our sales team are immigrants, speak a large number of languages and we advertise extensively in ethnic newspapers and internet sites.
Keith McLeod, Lifetime CBI
From the Editor’s Desk
Alan Weiss has been a mentor of mine for more than a decade. As a member of his group, Society for the Advancement of Consulting, I’ve been struck by his common sense and innovative ideas. Each Monday he provides a memo. Here are a couple of recent ones:
“In the not too distant future, there will be three U.S. newspapers: the Times, Wall Street Journal, and USAToday, and people will read their local edition thereof. Broadcast TV is losing to cable, which in turn will lose to computer access to varied programming. Education will move increasingly out of traditional schools and into cyberspace and the home. The extended family will continue to decline just when it’s most needed for care of the elderly. You may disagree with my predictions, of course. But in terms of change in your career and life, it’s better to be trying to set the trend rather than madly chasing after it. Who thought I’d be live-streaming to thousands instead of physically being in a room with a hundred? I’m always surprised by how stupid I was two weeks ago.”
“I see my role in any newsletter as provoking, not trying to be liked or gain consensus or make a nest in the mainstream. In that vein, let me suggest that you deserve what you earn for your talents. If you feel depressed when you fail and guilty when you succeed, you’re in a roller coaster that’s stopped between hills. Beware of the self-loathing that occurs with some people when they feel-and will tell you-that you don’t deserve something because others don’t have it, too. Talent, discipline, and hard work will always create good fortune. Sometimes luck creates good fortune, but the harder you work, the luckier you’ll get. Some people were born on third base, and others demand a free pass to third base. I’d rather hit a triple and deserve the roar of the crowd.”
Oct. 3 PBBA Offers 2 Courses (King of Prussia, PA)
Nov. 15-16B NEBBA Conference (North Andover, MA)
Nov. 18-23 IBBA Fall Conference (Savannah, GA)
New IBBA Members for September
IN THIS ISSUE: “Setting Our Sights High” Letter from the 2023 IBBA Chair. Plus, Insights on Selling Your Business, Understanding the New SBA Rules, Getting Inside the Mind of a Seller, and More!
Independence, OH – May 21, 2023 – IBBA ®, the world’s largest professional trade association for Business Brokers, today announced and recognized the recipients of its top performance awards at its 2023 Annual Conference in Orlando, Florida. “More than 1,800 deal submissions were reviewed for this year’s awards program, making this our largest group of […]