Dec 21, 2023
Today’s guest is Michael Wiener.
Michael Wiener, Partner at Greenberg Glusker in Los Angeles, focuses his practice on structuring real estate and corporate transactions in a tax-efficient manner and providing his clients with creative solutions to complex tax issues.
Show summary:
In this episode Michael Wiener discusses various topics, including 1031 exchanges, California property tax, and partnership tax issues. Michael emphasizes the importance of consulting tax advisors early in the process and having a sophisticated team to handle all aspects of a transaction. He also shares his personal experience as an investor and the complexities of holding real estate through legal entities. The episode provides valuable insights into real estate transactions and tax implications.
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The 1031 Exchange Challenge (00:04:37)
Understanding Taxable Boot (00:08:25)
Complex Math in Tenancy in Common (00:09:42)
The 11th Hour Panic (00:11:01)
Consult Your Tax Advisors Early (00:14:34)
Complexities of Partnerships and Separate Exchanges (00:18:59)
Passive Investing and Syndication (00:22:00)
Negotiating 1031 Exchange in Joint Venture Agreement (00:23:00)
Challenges of Distributing Cash from 1031 Exchange (00:23:59)
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Connect with Michael:
Linkedin: https://www.linkedin.com/in/michael-wiener-50a8a73/
Web: https://www.greenbergglusker.com/michael-wiener/insights/.
Connect with Sam:
I love helping others place money outside of traditional investments that both diversify a strategy and provide solid predictable returns.
Facebook: https://www.facebook.com/HowtoscaleCRE/
LinkedIn: https://www.linkedin.com/in/samwilsonhowtoscalecre/
Email me → sam@brickeninvestmentgroup.com
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Want to read the full show notes of the episode? Check it out below:
Michael Wiener (00:00:00) - You sell $20 million of real estate that has $10 million of equity. You need to purchase at least $20 million of real estate with at least $10 million of equity, because you also see, some people will say, hey, well, I purchased the $20 million of real estate. I got a $12 million loan, and I just cashed out $2 million. And yeah, no, you did. That's great. But. It's taxable boot.
Intro (00:00:27) - Welcome to the how to Scale commercial real estate show. Whether you are an active or passive investor, we'll teach you how to scale your real estate investing business into something big.
Sam Wilson (00:00:40) - Michael Winer, a partner at Greenberg in Los Angeles, focuses his practice on structuring real estate transactions in a tax efficient manner and providing his clients with creative solutions to complex tax issues. Michael, welcome to the show.
Michael Wiener (00:00:54) - Thank you very much for having me, Sam. I'm really excited to be here.
Sam Wilson (00:00:58) - Absolutely. The pleasure is mine. Michael. There are three questions I ask every guest who comes on the show in 90s or less.
Sam Wilson (00:01:04) - Can you tell me where did you start? Where are you now? And how did you get there? Well.
Michael Wiener (00:01:10) - About ten years ago, I had my own firm. I was, uh, or just starting my own firm, um, doing some 1031 work, I. Wound up, uh, seeing an ad on the internet. I don't even remember what I was searching for. For an attorney to join a tax boutique in Century City here in LA. So I responded to the ad. Turned out it was a 1031 exchange specialty, um, firm. And, you know, basically based on my practice and some of the clients I was doing work for, we knew a number of people in common. Um, so I wound up joining that firm. It was a four person firm. A few years later, that firm was acquired by a slightly larger firm, and then that firm was in turn acquired by a larger firm. Um, and throughout it, I have to say, I'm really grateful my, uh, my traditional client base stuck with me throughout all the, uh, throughout all the firm uprisings.
Michael Wiener (00:02:15) - Um, and then from the larger firm, which was one of the largest firms in the world, um, I transitioned my practice with, uh, one of my partners and colleagues who have been with me since the, uh, since the smaller firm over here to Greenberg Luster, which was a, um, which was a better fit. I'd worked alongside Greenberg Lustgarten deals, both co-counsel and adverse for many years a phenomenal firm and, uh, and been here for about four and a half years. And I love every day of it.
Sam Wilson (00:02:45) - That's cool. And it's 1031. What you still focus on primarily?
Michael Wiener (00:02:51) - Um. Uh, I generally wind up dealing with tax issues related to the real estate industry, and obviously 1031 is a big part of that. The last, you know, four ish years, really, since 2018, qualified opportunity zones have, um, have become a bigger part of that. We also being here in California, we have to deal with prop 13, California property tax, um, and transfer tax issues and then also deal with um partnership partner, excuse me, partnership tax issues related to structuring um, joint ventures and and real estate investments.
Michael Wiener (00:03:35) - Um, and that then extends its way out to sort of syndicated tenancies of common and, you know, different ways of investing in real estate and being able to take advantage of all of the wonderful tax benefits of doing so.
Sam Wilson (00:03:51) - That gets really complicated really fast. For those of us that want to just go out and buy stuff and own and run real estate projects. You're a great complement to our to our team because the rest of us don't want to think about, you know, probably the things that you think about day in and day out, you know, specializing in this. I can only imagine. No, no, two days are the same would be my guess.
Michael Wiener (00:04:14) - Oh, no, two days are the same at all. Um.
Sam Wilson (00:04:18) - It's crazy.
Michael Wiener (00:04:19) - Every day is a unique challenge, and every day is another opportunity to learn. So what are some things?
Sam Wilson (00:04:27) - Let's talk. Let's talk. 1031 because you've touched on several things, and I know any one of these topics, we could probably burn the entire podcast, you know, going down that rabbit trail.
Sam Wilson (00:04:37) - But let's let's stay on 1031, because I would imagine that for the bulk of our listeners, that's probably something that is applicable. What what are some common challenges and what are some common misconceptions, maybe that you run into when executing a 1031?
Michael Wiener (00:04:55) - Well, the first thing that a lot of people forget about or just don't remember is that in addition to spending all of the money that you get from the sale of your relinquished property, you also have to replace your debt.
Sam Wilson (00:05:13) - And.
Michael Wiener (00:05:14) - You know, you see people from time to time who say, oh yeah, no, we completed our exchange. We sold a property for, you know, $20 million with $10 million of debt, about a $10 million, uh, property. This is very, let me say, very simplifying the facts. Fact pattern. Um. We bought a property with, um, with the $10 million. And, you know, we got this great deal. We only have to put $2 million, $3 million of debt on it.
Michael Wiener (00:05:42) - And we, you know, you know, huzzah! We, uh, we completed our exchange, and it's well known. Yeah. I mean, yes, you did complete an exchange, but you're going to have to. And it's very important to remember that that gets, um, especially tricky in a, uh, uh, tenancy and common context where you have multiple exchanges. Um, investing people, completing multiple exchanges, investing in the same property. And they have to, um, and they have to, you know, satisfy their debt replacement requirements, especially if they had different leverage ratios on their, um, on their up leg. And can wind up with a situation where you may need to invest some fresh cash in order to to equalize it.
Sam Wilson (00:06:34) - So let me let me see if if I can summarize what you said, you replace the one of the one of the things that's often overlooked is that you replace the debt and the equity. So if it's a $20 million property that you originally purchased and that was debt and equity, again, let's call it 10 million in debt and 10 million in equity.
Sam Wilson (00:06:53) - And then you sell that, you harvest, let's call it it was a breakeven deal. You harvest that 10 million in equity. You can't go out and buy a $12 million property with 10 million in equity and 2 million in debt. Exactly. You got to replace that debt.
Michael Wiener (00:07:07) - Well, you can you don't have to replace the debt per se, meaning you can add fresh cash. You have to go basically equal or up in value and equal or up in equity. Right. So, you know, if you you could put in $2 million of your own money, you know, not exchange cash or money that you raised from an investor and then just get an $8 million loan, and that's fine. But too many people overlook that, overlook that aspect of it.
Sam Wilson (00:07:38) - And that that is not an aspect of that. I even understood until right now. So not just to many people, but myself as well. Uh, so yeah, that, that that's really it has to be equal or greater.
Sam Wilson (00:07:49) - Price point.
Intro (00:07:50) - Period. Exactly.
Sam Wilson (00:07:51) - Then what you previously.
Michael Wiener (00:07:53) - Just if you sell, you know, using our fact pattern, if you sell $20 million of real estate that has $10 million of equity, you need to purchase at least $20 million of real estate with at least $10 million of equity. Because you also see, some people will say, hey, well, I purchased the $20 million of real estate. I got a $12 million loan, and I just cashed out $2 million. And yeah, no, you did. That's great. But. It's taxable boot.
Sam Wilson (00:08:25) - Right. And you call it boot b o o t.
Michael Wiener (00:08:28) - B o o t is what the term is generally called.
Sam Wilson (00:08:32) - Taxable boot. There's a new uh there's a new one. I'm going to put that in my newsletter.
Michael Wiener (00:08:37) - That's yeah called um generally defined as sort of money or other non like kind of property that you receive in a 1031 exchange.
Sam Wilson (00:08:48) - Right. And so you can do it, it's just you just have to know that whatever portion remains you're just going to get taxed on.
Michael Wiener (00:08:54) - Exactly.
Sam Wilson (00:08:55) - Right. Okay. And and maybe that's an acceptable, uh, you know, solution for some. You presented another wrinkle there that maybe um, just to again to, to hash it out again, you were talking about maybe, you know, let's use that $20 million example again. We'll see if I can if I can craft this correctly. But I sold that I owned it by myself. And then you sold another $20 million property. And together we were going to go in and buy a $40 million property. Right. But maybe your debt to equity ratio was different than mine was. And somehow you've got to get we can go in as tenants in common buying this now new $40 million property together both 1031 and into a bigger deal. But now we've got to figure out some sort of really complicated math as to how it's all got to work out.
Michael Wiener (00:09:42) - Well, like, you know, let's say, you know, we're going to go in and buy a, you know, a $40 million property with 20 million of debt.
Michael Wiener (00:09:50) - Um, and we're 50, 50 tenants in common. Right. But my. You know, leverage on my download property was, let's say it was very it was more highly leveraged. Let's say it was, you know, $15 million to just to take sort of an extreme example. Okay. When I go in. Um, to that, you know, $20 million property I have to figure out. Well, am I going to put in more cash? Um, if I do, I can put in cash to equalize it. Right. Uh, um, and, you know, that would be fine, but that requires me to come up with $5 million, you know, outside of, uh, you know, outside of the exchange, and, you know, maybe I can go shake the money tree or something, but, uh, you know, that's easier said than done.
Sam Wilson (00:10:42) - Right. And so you help clients when they get into these situations where especially I mean, 1 or 2 is complicated, but I imagine 810 on a much even bigger property than that.
Sam Wilson (00:10:51) - Yeah, it becomes a bit of a, uh, yeah, a bit of a process. You have some.
Michael Wiener (00:10:55) - Uh, pretty extensive Excel schedules, let's put it that way.
Sam Wilson (00:11:01) - Right?
Sam Wilson (00:11:01) - I bet you do. I bet you do. And when and when people get into these situations, like, do you find that they come to you at the 11th hour going, oh, crud, we didn't think through this and now we need help. Is that pretty common that happens.
Michael Wiener (00:11:16) - That's happened. Um, the you know, the good, the good clients, the, uh, the the clients who I've worked with for a long time, generally by now know to, uh, to get me involved early. But it is, let's just say, not uncommon for, uh, you know, people to come at the 11th hour. And, you know, we had one, you know, just. A year ago that I can think of where, you know, literally a week before closing, we had to restructure significantly the, uh, transaction.
Michael Wiener (00:11:52) - Um, the client scheduled it or structured it without tax advice. Um. With three tenants and or they had tax advice but not 1031 advice with three tenants in common. And you know, one was just a fresh cash tenant in common not exchanging one one with one or I guess the other two were exchanging and. Basically I, you know, took a look at it and within three minutes I said, oh, you're going to have, you know, $7 million of boot of taxable boot based off of not replacing your debt. And what we had to do was we wound up having to combine the fresh cash non exchange tenant and tenant in common, make that part of the exchanging tenant in common and that using those those numbers allowed it to uh allowed it to work and to get them to satisfy all the requirements. But you're talking about org charts already haven't been given to, um, to a lender. You're talking about documents already having been drafted and signed and having to go back to people and saying, well, you know, you were going to invest because for the people who are investing in the what I'm going to call fresh cash tenant and common.
Michael Wiener (00:13:15) - There are, you know, a set of expectations with regards to your depreciation and outside basis in your joint venture. And these are technical terms I know, but uh, but um, there are certain let's call it tax expectations that. You would expect to have when you are investing in, um, a non exchanging entity just in a straight real estate deal, in a straight real estate syndication. And those things change a bit when you're, uh, when you're coming into an entity, when you're coming into an existing partnership that is competing with 1031 exchange, there are different issues that you need to be mindful of. And and they can be worked out. But, you know, people need to be aware of them. And people need and, um, documents need to, you know, need to address them and reflect them. And, um, you know, doing all of that a week before closing is, you know, lots of fun. Uh.
Sam Wilson (00:14:20) - So is that what they call it?
Michael Wiener (00:14:22) - I would, um, I would strongly encourage people to, uh, to if you're doing a 1031 exchange, consult your tax advisors early.
Sam Wilson (00:14:34) - Consult them early. Absolutely.
Michael Wiener (00:14:35) - And especially early and early and often I would say. Right.
Sam Wilson (00:14:40) - And I would think, you know, on a single property, single investor, it's pretty it's pretty cookie cutter.
Michael Wiener (00:14:47) - Well, yeah, when.
Sam Wilson (00:14:48) - You get into stuff like this, the complication factor just rises, uh, you know, dramatically. So that's, that's really, really interesting. And how, how do you feel like when you're going back and dealing with legal? Because I mean, at this point, I imagine in this particular scenario, talking about like you're getting legal on the phone, you're getting everybody on the phone to go back and start redrafting all of this paperwork and making appropriate changes. How how is that interaction with, I guess, on the on the legal side of things like, is that a complicated or is that or is that a sticking point for you guys in your business, where sometimes the legal side doesn't understand what you guys understand on the tax side? Or how does that, uh, how does that work out for you?
Michael Wiener (00:15:29) - I mean, and that's an important, uh, an important point is that the clients need to have for these types of more, you know, sophisticated deals.
Michael Wiener (00:15:39) - You need to have a sophisticated team all around. And that means, you know, both tax and legal. So, so that when, you know, we go and we tell the legal team, well, this is what needs to be in the operating agreement. Um, and we get it back for review. That's actually in the operating agreement. They understand what we mean. They understand what concepts we're talking about, and they know how to draft those provisions. Um, and, you know, if need be, then I will go in and, you know, draft those provisions or correct them as necessary. Um, you know, as, as tax attorneys, we still do a lot of drafting.
Sam Wilson (00:16:21) - I bet you do. That's really cool. I love to hear the nuanced layers to things that are, I think, generally seen as pretty cut and dry, such as the 1031. It's generally like, oh, okay, well, we 1031, we bought one or we sold one, and then we bought another one and then we moved on down the line.
Sam Wilson (00:16:36) - But there's always, always another layer to, uh, to what it is we're working on. And it sounds like you, you go many layers deeper than what many of us oftentimes see. So anything else on the 1031 front, we should really highlight here that, uh, are things that either people get wrong, should be preparing for earlier, or are misconceptions anything else you want to hit on that front?
Michael Wiener (00:16:59) - Well, yeah. I mean, I think when people hold real estate through a legal entity, through an LLC, through a through a partnership, and if worse, through a corporation. Um, I'll get to that in a second. Uh, you need to people need to understand that it is that legal entity. It is the, you know, if you have a, um, so just by way of background, if you have a, a multi-member limited liability company, it is by default treated as a partnership for tax purposes. For tax purposes, if you have a single member LLC, it is by default treated as, um, treated as a disregarded entity for income tax purposes.
Michael Wiener (00:17:42) - In either case, you can elect to have that entity treated as a corporation for income tax purposes. That's very rare in the real estate, uh, industry. Um, but occasionally you see it. Um, and but the important thing is that it's that entity that is doing the exchange. So you have a concept called the same taxpayer principle, which I know, um, has been discussed on your show before. Uh. Which says that the. The legal, the tax entity, the entity for tax purposes. The taxpayer that sold the download property needs to acquire the uploaded property. And where that becomes tricky is where you have partners who want to go their separate ways. You know, they had a good run on the last deal, but now they say, well. We, um. We want to. We don't want to be together on the next deal. So to take, you know, the exact one or riff off of the example we were using. You know, you and I are 50, 50 members of an LLC that is taxed as a partnership.
Michael Wiener (00:18:59) - And, uh, we had a really good run, and we, you know, our our property did very well. And now we're going to sell it and say, okay, well what are we going to buy next? And, you know, I say, well, I want to go into industrial. You say, no, I want to go into multifamily or for any or, you know, occasionally you have people that just don't like each other. So I don't think that would happen with us. But, uh, um, uh, you know, for various reasons, there are any one of a number of reasons why, when they're selling the property, that people don't want to be committed to investing in the next property together and structuring those types of exchanges is very complicated. And it can be done. It can be done. There are several different structures and several different alternatives. Um, I can get into them if you'd like, but, uh, somewhat technical. Um. But that also requires consulting your tax advisors early and often.
Sam Wilson (00:20:03) - Right? No, I can only. And maybe even isn't for reasons. You know, it's not like the partnership fell apart. Maybe you, Michael, just don't want to. You don't like the property that we're 1030 running into or.
Michael Wiener (00:20:14) - Yeah, I mean. Exactly.
Sam Wilson (00:20:15) - You want to do something else, like. Well, you know that that was fun. We had a great run, but I really don't want to move on with the next ones. And now we got to figure out a way to, uh, for, say, or in.
Michael Wiener (00:20:24) - Some instances or in some instances, you know, let's say I had inherited my partnership interest in our thing and our LLC. And I say, well, because I inherited it, I have a stepped up tax basis. I'm not going to pay any tax on a sale. Right. I want to sell for cash. Right. Um hmm.
Sam Wilson (00:20:44) - Yeah. And that opportunity to get that stepped up cash out basis isn't going to happen once you 1031 to the next property.
Michael Wiener (00:20:52) - Exactly.
Sam Wilson (00:20:53) - It's got to happen now, right? That's interesting. I hadn't thought about that.
Michael Wiener (00:20:59) - I mean, so there are, you know, there are these situations which we deal with every day and there are about, you know, 20,000 different variations of these, uh, um, that we deal with every day. And, uh, and, um, you know, it's very, you know, it's very challenging. It requires a lot of cooperation. It's sort of like a, uh, you know, a three legged race, probably the ultimate three legged race you need to get, you know, you feel almost like a, uh, like a symphony, like conductor. You're like, okay, now I know you're doing this, now you're doing that. I know you're moving gear. Everybody needs to like, you know, move in concert. The documents. Um, and there are a lot of documents on these deals need to all be, you know, consistent. And then when it comes to filing the tax returns, tax returns need to be filed in a, uh, way.
Sam Wilson (00:22:00) - I didn't even think about that. So there's. I'll give you an example. I was I was a passive investor in a. This is probably more relevant to our listeners in a syndication. I was a passive investor in a syndication, and the deal went full cycle in like, I don't know, 12, 14 months. I mean, it was it was great. Everybody doubled their money, loads of fun. And so they said, hey, you know what? We should we should 1031 this entire syndication into the next deal. Except there were some of us that were like, ah, you know, I don't need to I don't like the Nick. And I in my case, I was one of those people said, I don't want to like the next deal, and I don't want a 1031. And I was an investor through a retirement account into that syndication. So I really don't care if I. 1031 it's it's a zero tactical advantage or tax advantage to me. And so that was really interesting.
Sam Wilson (00:22:50) - And again, I got to sit in the sidelines and kind of just watch it. You know, I just said, no, I don't want a 1031. And then of course, you know, I don't know the volumes of, of documents and paperwork and.
Michael Wiener (00:23:00) - No, but you know, what winds up, you know, what winds up happening as well there there are a few practical, uh, you know, points there. Most indications the syndicator is not going to give you the option. Right.
Sam Wilson (00:23:15) - They're going to say, you know, we are.
Michael Wiener (00:23:16) - Going to, uh, you know, we are going to. 1031 if it's something that you think you may want to do or may want to have the right to. It's important to start talking about that early, early, early, early in the process. Um, uh, because then you can negotiate things into your joint venture agreement. That will allow that. And the challenge, um, is that, you know, once the money, once the cash from the sale goes into the 1031 exchange accommodation account, and, you know, to some extent even before then, it's really in a lockbox.
Michael Wiener (00:23:59) - You can't use it to just, you know. I remember a one time appliance said, oh, and if we need more money for that, we'll just pull money out of the accommodate our accountant. I said, oh no, you won't.
Sam Wilson (00:24:11) - Um.
Michael Wiener (00:24:12) - Uh, first, most any accommodating that's, you know, really worth it won't let you. Right. Um. And even if they would. As your tax advisor, I wouldn't let you. Right.
Sam Wilson (00:24:27) - Right. No.
Sam Wilson (00:24:27) - Because then you negate all of the potential savings of even doing the 1031.
Michael Wiener (00:24:33) - You would blow your 1031 exchange. So you have to come up with a way. And there are ways of, um. You know, generating that cash. Sometimes it's they find another person to come and buy you out, and that person is going to take your place in the partnership. Uh, sometimes there is a, uh, a, um, a strategy that's used where the exchange of commentator will issue in a, in installment note, a promissory note to the partnership that is doing the, uh, the 1031 exchange.
Michael Wiener (00:25:10) - And the partnership can distribute that out to, um, to the investor that is being redeemed. If you're able to and you're able to do this on time, namely, before you really get into negotiating a purchase agreement, you can create a tenancy and common structure where the people who don't want to do their 1031 exchange get redeemed from the partnership in exchange for tenancy and common interest in the property. And they then sell the property, um, you know, in a taxable sale and, uh, and the, um, the people that are doing the exchange continue to just exchange.
Sam Wilson (00:25:47) - And I'm pretty sure that was what happened. It's been a few years, so I don't remember the specifics of it, but I'm pretty sure I do remember seeing something about ticks in there and some other things. And. It all worked out really well. Uh, but it was it was certainly interesting to see from the sidelines. We got about 60s left here. Michael. And I did want to get your thoughts on this real estate held in a corporation.
Sam Wilson (00:26:06) - You kind of gave a an indication that that was bad. Uh, break that one down for me if you can.
Michael Wiener (00:26:13) - Well, so first, there are just obviously two types of corporations for tax purposes. There's a C corporation and an S corporation. A C corporation is taxed as a separate person. So it pays a tax. And then when it distributes money, the investors or shareholders pay tax on what's called a dividend or a distribution. Um, an s corporation, the uh, the, the tax flows through to the shareholder. So you might say, well, how is an s corporation different than a tax partnership. That's also a flow through entity. And there are two primary differences. And that are important when it comes to real estate. The first is that. In, uh, in a tax partnership, let's say you and I put in $1 million into an LLC, and the LLC borrows, you know, $8 million, and we buy a $10 million property. We have a $10 million between us.
Michael Wiener (00:27:18) - Taxable basis each, a $5 million taxable basis. And we can take depreciation deductions on that for 5 million, including our share of the debt. If we were shareholders in an S corporation, we would not get basis for that share of the debt. So we would not be able to get deductions passed through to us on that 4 million, only on our 1 million. The second problem with corporations is that when you distribute appreciated property out of a corporation, it's treated as a taxable sale by that corporation. So these types of structures I'm talking about where people want to do different exchanges and create tenancy in common structures, or do or do anything that's really not possible with real estate held in a corporation. Because when you distribute that real estate out of the corporation, it's treated as though the corporation had a taxable sale of that real estate.
Sam Wilson (00:28:18) - That is interesting. I wish we had more time to dig into that. I've got lots of questions on that front. Michael, it has been a pleasure having you on the show today.
Sam Wilson (00:28:25) - If our listeners want to get in touch with you or learn more about you, what is the best way to do that?
Michael Wiener (00:28:29) - Go to Greenberg, glasgow.com. Um, you can email me at M Weiner. Weiner at gofundme.com or um, you can find my phone number on the website. I apologize, I don't remember what it is off the top of my head.
Sam Wilson (00:28:48) - No problem at all. We'll make sure we include all of that there in the show. Notes. Michael, thank you again for coming on today. I do appreciate it.
Sam Wilson (00:28:54) - Absolutely. Thank you very much for having me.
Sam Wilson (00:28:56) - Hey, thanks for listening to the How to Scale Commercial Real Estate podcast. If you can do me a favor and subscribe and leave us a review on Apple Podcasts, Spotify, Google Podcasts, whatever platform it is you use to listen. If you can do that for us, that would be a fantastic help to the show. It helps us both attract new listeners as well as rank higher on those directories. So appreciate you listening.
Sam Wilson (00:29:18) - Thanks so much and hope to catch you on the next episode.