In today's episode we are joined by Guy Bartlett, from the Fidelis group, who discusses selling a business with us. Make sure to tune in if you're interested in why the valuation of a business is an inexact science, and why so many businesses are actually sold.
Businesses are rarely started with any thought of eventually being sold, or what that might look like for the owner. Over the years, the business becomes so personal, almost like having another child. That often leads to this huge discrepancy in the long term about the valuation of a business and why it's such an inexact science. That's why such few businesses actually get sold. The seller is often emotionally attached after pouring blood, sweat and years into the business, whilst the buyer is much more fixated on a different set of metrics ...of which we discuss in today’s episode.
Featured Guest: Guy Bartlett, the Fidelis Group
Resources Mentioned In This Episode:
>> 7 Steps To Take Before Selling Your Business [Download Free Guide]
>> Take the Wealth Dynamics Test to Find out your Entrepreneurial Profile
>> The Fidelis Group
>> Episode 44: Will you walk away wealthy from your business?
A step by step process to help you create, build and protect your wealth.
Register for Free Access to the WealthBuilders Membership Site
If you have been enjoying listening to WealthTalk - Please Leave Us A Review!
Unknown Speaker 0:01 The purpose of wealth talk is to educate, inform,
Unknown Speaker 0:04
and hopefully entertain you on the subject of building your wealth. Wealth builders recommends you should always take independent financial tax or legal advice before making any decisions around your finances.
Christian Rodwell 0:19
Hello, welcome to Episode 46 of wealth talk. My name is Christian Rodwell, the membership director for wealth builders. And I'm joined today by the founder, Mr. Kevin Whelan. Hello, Kevin.
Unknown Speaker 0:29
Hi, Chris. Good morning to you. Good to be with you again today,
Christian Rodwell 0:31
Kevin, and we continue today on the business pillar. And we have another great guest for everyone today. So what specifically are we looking at today then Kevin? Well, you know, guys
Unknown Speaker 0:43
are hugely credible fellow in the world of both buying and selling businesses. And I think the focus from the last episode was the continuation of that, which is really selling businesses and that for for the part you know, when you think about a cruise, you know, when when you think about, you know, we we love the idea of businesses and asset, don't we, we like the idea of beginning with the end in mind and thinking that you want to create something of value and then that value, you can either enjoy by getting a continuing form of recurring income or you can create something that you could sell. And what's interesting, I think, is the whole concept where businesses started is they rarely get started from the point of view of doing that. They tend to get started from the point of view of wanting to create something. And it's that the fact that the business owners become business owners by creating the business not buying the business. There's this huge discrepancy in the long term about the valuation of a business and why it's such an inexact science and that's why social few businesses actually get sold. And I think guy can lift the lid on that, I think, to some degree is from a direct experience of working face to face with those business owners themselves.
Christian Rodwell 2:13
Yeah, and we've received some great feedback actually, since certainly Episode 44 when we invited Dave Pierce onto the show to talk about process of selling business, and we know that many of our members, you know, business owners, they are looking to perhaps start a business as part of their, you know, Seven Pillars, overall wealth building process. And, and we've got, you know, as you mentioned, a really great guest today, which is guy Bartlett and guy himself has built three separate businesses from scratch over seven figures in sales. And he's now the senior partner at the Fidelis group. And, you know, guy is someone who's got plenty of experience in and as you say, Kevin, both buying and selling businesses. So there's a lot of good information that we're about to reveal when with our company. Today
Unknown Speaker 3:00
Yeah, look forward. Why don't we just zoom on over and have a listen? Okay, let's
Christian Rodwell 3:03
do that guy. Welcome to wealth
Unknown Speaker 3:05
talk. And I, Chris, good to be here. Thank you very much for the invitation.
Christian Rodwell 3:09
You're very welcome guy. Now I'm looking forward to today's conversation. We're talking about selling a business. But before we get into the details that would you mind giving our listeners a little bit of background to yourself and how you got into this industry?
Unknown Speaker 3:20
So I was
Unknown Speaker 3:23
I would, I would say I was a kind of classic employee. And in 2000, and early 2000s, I shared that I thought I share the business with another business owner, but we didn't have a shareholders agreement that all fell apart. It was all very messy and unpleasant. around about the same time, I was trying to find something that would inspire me to do things differently. And I would like to read books that Christmas is a time to reflect to the time to get inspiration. And I came across Robert Kiyosaki Rich Dad Poor Dad, the cashflow quadrant. reading that book was a lightbulb moment for me because I realised, although I had some shares in a company, I just owned the job. Those the staff my determination really to learn how to be an owner of a business, in the genuine sense of owning an asset as opposed to owning a job. I guess you could trace that start point for becoming really engrossed in and fascinated by the whole business of owning and developing businesses from an ownership perspective and not from an operating perspective.
Christian Rodwell 4:32
That's right. And we talking today really about how every business owner should build that business in such a way that it can be sold if they so choose to do so. Now, in your experience, guy, how many business owners actually do end up selling?
Unknown Speaker 4:51
Oh, it's a difficult one to be accurate in terms of the statistics. Because it's a it's a private market essentially. So Whilst you can get statistics on larger businesses, corporates and obviously, you know, CS and so on, but the private market is a tricky one to be entirely accurate around. But there's a lot of information to have in the circuit, shall we say, that suggests, particularly for companies that go through the broker network, for example, the vast majority of Business Brokers in the UK, and only sell over certainly less than 10% of their entire book. So statistically, it's it's a difficult thing for a business owner to achieve a successful sale.
Unknown Speaker 5:38
It's called a daunting number to contemplate, really, hmm. And so what are some of the factors then
Christian Rodwell 5:45
which are preventing businesses from successfully selling and what are some of the if we almost were to do it, a checklist of some of the things that a business owner can start to do today that will position them best and for the value when they come to sell?
Unknown Speaker 6:02
So that's a that's a fairly? It's a great question, but it's quite a deep answer. So I'll start at the beginning, the vast majority of, of the businesses that we come across are owner operated businesses. So let me give you some stats which will help the audience so they something like 96% of all UK businesses are considered micro companies. So that's businesses that employ less than 10 people and turnover, no more than half a million pounds. So they're very much people that own a business and a lifestyle effectively. And absolutely nothing wrong with that makes up the bulk of the market. There are 5.7 million businesses in the UK. And so when you think about the overall numbers, the marketplace that that I'm interested in dealing with is that sort of quarter of 1,266,000 companies for the research that we've done, that have more than 10 employees but less than a corporate so intendant 250 employees, so that's kind of sweet spot really and but even those businesses and all the micro businesses are generally speaking geared around minimising corporation tax bills. And that's where the first problem comes for an owner looking to sell their company, because it's it. It's very counterintuitive. If you're a business owner, to consider paying more tax, I don't know many people who would naturally want to pay more tax. But there's only really two ways in the UK to value a business. One is asset value, which is actively the shareholder funds that you'll see on the balance sheet and accompany and the other which is more commonly talked about as a multiple of profit. Well, if you think about it, if the if the value of your business is based on as higher multiple as you can get, but you're minimising your corporation tax bill, because you're reducing your profits. Then the two things are immediately contradictory. That make sense? Yes, does. Yeah. So it's really difficult one for a business owner to contemplate. So put yourself in a position of, you know, most business owners in a male with families and they go home to the wife one day and say, Hey, love, guess what? We're going to stop doing all the family holidays, get rid of the cars really cut down on all our overhead so that we can maximise our our corporation tax bill pay more money to HMRC but in due course, will get a much higher multiple for this business that we're thinking of selling. Just not a conversation that's going to happen now. Yeah, that that that's really the core of the issue. So the best businesses that still achieve the best price are businesses that don't necessarily cut back on all those things to maximise profit, but they present themselves in a in a way which is more compelling to them. business owner. So for example, if I'm looking to buy a business I'm interested in fundamentally two key questions, I want to understand why the business is for sale. I want to make sure that the motivation factors for the seller are genuine. Okay? It's really important that I feel that a seller of a business is has the right reasons to sell not always about money. In fact, very often, that's not the most important thing, but it's the right time for them to sell, and that they have got a burning desire to exit their business because the process of selling a company at times can be quite testing, both physically and mentally and emotionally. I'd say 80 to 90% of the selling decision making process is emotional for a seller and go of the business that they've built up over the blood, sweat and years. For that sale to be successful, I need to know I need to be convinced that the seller is emotionally engaged in committing to complete The sale, we look for the the underlying reasons behind the sale. Second question is why are they not selling to their management team? There's a double edged component to that question. First question is, I don't really want to buy a business that doesn't have a second tier management team to essentially run the business day today. And because I don't want to own a job, you know, I want to step into a business that operates to a large degree without the owner having to do everything day to day. Otherwise, I'm just just buying a job. But the second component to that is testing that there is second team management but but also that that management team don't feel disgruntled or disappointed that they're not going to acquire the company. And that's really quite important as well. Because no point buying a company where the management team feel like they've missed out on an opportunity. Does that make sense?
Christian Rodwell 10:54
Yes, it certainly does.
Unknown Speaker 10:55
Yeah, so those are those are the star points for me and I'm What we say to vendors is, you know, that's the sort of thing that you need to be able to thought through and be ready to explain in a very clear, logical way, in a convincing way, actually, that you've done the exercise for yourself as a salad. Because, and it's a busy market out there in terms of brokers, brokers are constantly trolling the market to attract sellers of companies, they make money by selling companies, they make money by charging a fee to go on the box in the first place. And then they hope to get a contingent fee in the sale of the business. But it's in their interest to convince the seller of the company or the potential seller of the company, that this company is worth the 14. So they kind of dangle the golden carrot of Oh, yeah, you know, we'll get you six times multiple, seven, eight times multiple. There are buyers out there desperate to buy your company, just sign here. And you know, and I've heard some real horror stories around some brokers that literally just hook people in and they don't have a buyer or you There's nobody actually on the other end of that process, but they've got fake facade. That's that's the extreme end of the market. But it's still the same sort of principle. Most of the time, they are sales operations, and they're there to try to maximise their sales essentially, for sellers perspective, you need to go through that exercise of where are you in your life journey? What have you got set up by your business, hopefully, your mortgage is paid off or well on its way, you've got a nice pension tucked away, you've got investments that are going to carry you through your retirement, and then the sale of your business should be icing on the cake. If it's been a lifestyle company that you've held for 10 1520 years, if you need that business to you know, make all the difference for your retirement. That's a weak place to be if you're trying to sell your company because you're trying to get the highest possible price. And you probably looking at it through very rose tinted spectacles, which is Not the way that a seller would look at that business, the seller will look at the downside, the risk factors, and the stats on, you know, what happens to businesses after they're sold, you know, not particularly encouraging for lots of reasons. So those are the sorts of things that that, you know, people should be thinking about. I wanted to ask you about that guy, because surely there is always that mismatch between what the seller thinks their business is worth and what the buyer is prepared to pay. And, and I take it but that really just comes down to the due diligence process of actually finding out what that precise profit figure is. It's informational things really. One of the techniques that we use is we ask the seller to tell us what the perfect day is. Describe it. What What is, what is this sale do for you, you know, what, what's life gonna look like afterwards. And, Curiously, many sellers don't have that very clear vision of what they're going to do afterwards, that they may have they may have come to the reluctant decision that they want to sell, or they may have come to the very concrete decision that they want to sell. But often they've not done the next bit, which is well, okay, what am I going to do afterwards? Because if you think about most business owners, they're very, very driven, committed people to build a business and sustained it for 10 1520 years takes a lot of hard work, no question, some element of risk taking, you know, some downsides, that will be bad times, difficult times, all of that sort of stuff, and you carry all of that as a business owner. So to reach the point where you make a conscious decision to let go of it, it's almost like a divorce. It's potentially really quite painful for that seller, even though they might be getting a seven figure sum into their bank account. So the emotional component is more important than the money very often so we try to get people to either tell us or think about what does life look like after the sale. If they've got a really clear vision of what they're going to do next, then it sounds convincing and they thought it through. More often than not that they've also worked out what that what that costs. And if they've done the exercise and working out the cost, it's much easier to get the deal structure that becomes a win win. It's no longer a kind of win lose type battle, which most people think of in in negotiating a sale. It's easier for the buyer to craft the solution where you've got clarity around what comes next. But it is if if that's not clear, and if that makes sense.
Christian Rodwell 15:38
Yeah, no, it does. And just picking up on something said earlier guy about making sure as a buyer that the seller has a burning desire to sell. And when we were speaking to our guest on episode 44, which was Dave Pierce, he was saying that, you know, most business owners don't think about selling until right at the end. And that's perhaps When they're a bit burnt out, and they've just, you know, they're not perhaps in the best, you know, best sort of mindset or stage of their business. And you know, what, what do you have to add to that?
Unknown Speaker 16:10
Well, that's absolutely the case. And all too often in it, it's quite a sad situation where you come across sellers who are ill, or they've had a heart attack or they've got cancer or their wife's become ill. And you use the people going through the pain of dealing with illness or bereavement, or possibly even divorce. At a time when really they shouldn't be celebrating, well, they've achieved in the business, but they're faced with the sale because of an external event of that nature. So you're absolutely right, that the earlier that people can try to see their business as an asset, and there's a guy called Brad sugars, Bradley sugars, you know, Brad at all, can we cross them?
Christian Rodwell 16:54
We do indeed. We have many action coaches in the community. Okay, so
Unknown Speaker 16:57
I'm big fan of brother Malcolm a few times. And I love his his description of a business a commercial, profitable enterprise that works without me. And very few business owners I've met in the course of, you know, all the time I've been doing this now actually run their business in that way, almost none of them. I can think on the fingers of one hand business owners who have turned their business into a sausage machine. And so whenever I talk about the subject, I always implore business owners to try to change their mindset and think in those terms. And to get the best value in selling your business. You've got to be able to step away from it. You've got to create the structure and the organisation what I call the sausage machine in such a way that that business genuinely could work without you. That's really difficult because most business owners are control freaks. They run scared of people that they employ, getting it wrong, letting them down, customer money, all of those kind of things. And that's probably true. It probably employed people in the past to one degree or another and experience that disappointment. So quite a common thing that come across. And again, it's it's the same kind of dilemma that they have in, as you said, suddenly waking up at last minute.com thinking, Oh, I need to sell. And, and and that whole sort of thought process requires quite a lot of deep contemplation to change your mindset and to think differently. Let me give you an example. One of my mentees was talking to a couple of guys that were interested in selling their business. I went with him to the meeting to meet them in in London, and this is before Christmas. There they are in their mid to late 40s young family.
Unknown Speaker 18:51
And I said to them, guys, why why are you selling this business? Before we get into the numbers, what's behind it? And they said, Well, we were approached by a bit business broker, I won't name who it was. But they they approached them and not unreasonably said, okay, you know, what do you think the business is worth? And the business broker gave them genuinely just utterly fanciful, ridiculous seven figure number. And once that genies out of the bottle, it's really hard for a business owner to pull it back. You know, they, they heard the number instinctively knew that it was a bit of nonsense, but it's really difficult. It's like the stagette Estate Agent saying, Oh, your house will sell for a million quid. And you know that the next nearest house down the road is only solved for, you know, 600 or 800. But humans being what they are, it's really difficult to get that million out of your head. So that was the start point. Okay, well, let's look at the numbers in this business. And we looked at the performance of the company and it was okay. It was it was a genuine classic lifestyle business. It was having them reasonable money, not Life Changing money, but they were doing okay. And I said to them, fellas, think about it, the number of years of profit based on your current performance that you would need to make number of years you need to have to generate the sale figure that this broker is recommending to you. Would you wait that long? And they both love to minister? No, not really asset so it's not worth that number. You know, it's just pure common sense. If, if a business makes 250,000 pound profit, and someone is saying to your business is worth 6 million quid, do the math justified, you know, divide 6 million by 250. And the number of years is completely unrealistic, unless the business is going to go through a step change in growth. So it's a simplicity that is needed in these sort of things to you know, to help people find their way through. So what I did next Christmas, I said to them, Look, what do you really want from the business and this is where it got interesting because they can fast or Things that I know because I've been there is it's hard work. It's risky, it's tough. You get customers that don't want to pay the bills on time. All the stuff that business owners experience is what they were experiencing. The reason why they had to return by this broker was because it's bloody hard work. And there are times when you question what you're doing, you're not seeing your family. You're putting in long hours, you're taking the stress, and you're wondering why you're doing it. That's all familiar stuff for any business owner. And I said to look, guys, spend the Christmas, go away, and work out what you want this business to deliver for you over the next four or five years when you get to 50. Get yourself into a position where that business is delivering the outcome that you want, rather than thinking about a sale price, because then if you decide to sell it, it's a whole different ballgame. So that was the conversation. They came back and just you know, sent a message saying we really really appreciate the advice you gave us. So it was a little bit odd because I kind of advise my mentee to walk away from the sale because there wasn't really a sale, it was going to work on Win Win basis. But hopefully that's a good illustration of the point you were making Chris nice is really good guy. And it emphasises something that myself and Kevin, and many of our guests on wealth talk have said, is that you really have to begin with the end in mind and getting clear on the purpose, you know, as you've just explained right there. And one of the things that I'm sure many buyers look for is predictability. And one of the best ways to achieve predictability we believe is through having a recurring income model. What's your view on that guy? Hundred percent, I call them Bob roll companies. pipe, you know, everybody has to use toilet paper every day. I'm interested in businesses that supply services and goods that every other business has to use on a recurring basis, and said that that component of forecast of all revenues dream that you can rely on of sale is taken care of in the deal. So your focus is not on where sales going to come from your focus is on operational improvement, enhancing the management team and all those kind of important crucial components in a business that often overlooked by business owner because it does what he wants it to do. And if
Unknown Speaker 23:25
I don't have to worry about sales for the next 12 months, then that's
Christian Rodwell 23:27
brilliant. That's my starting point. So guy if anyone wants to just get in touch with you find out more about Fidelis group where's the best place for them to do that?
Unknown Speaker 23:36
There's there's tonnes of information on our website, which is just Fidelis group dot sorry, the Fidelis group.co.uk. And we've got some case studies and we've got some free resources we also have on there a calculator which will give you a value of your business and it's free to use. But it obviously gives you a stop when the only one in interested in what their business might be worth now and go to that website, that Fidelis group.co.uk. And you can find the calculator on there and it will give you a pretty good idea of what your start point is. So hopefully that's, that's helpful to listeners as well,
Christian Rodwell 24:16
guy. Thanks so much for sharing with us on wealth talk today.
Unknown Speaker 24:18
It's a pleasure. Thanks, Chris.
Christian Rodwell 24:22
Okay, so that was great and interesting figures there. That guy revealed certainly 5.7 million businesses in the UK, of which 96% of those what are called micro companies, which is less than 10 employees and generating under 500,000 pound per year turnover.
Unknown Speaker 24:41
Yeah, there's a curious thing for me. If you were to check out the Sunday Times Rich List, or the equivalent in America, the Forbes list, you see it's completely now overrun with the massive value created by business owners, so If you're in the race, of being a business owner or wanting to be one, you're in the right place, you know, there's massive massive gains to be made. Yet tragically, so few make them because most people get into business as an alternative to a job and then the business becomes a lifestyle. In fact, Chris, you know, a million of those businesses so if there's roughly 6 million businesses, I like to use round numbers. Mind you, how many of those are still trading of the 6 million I don't know. But of the 6 million say a million of those businesses have no employees at all. So it's absolutely a lifestyle. And what we're saying is there's nothing wrong with that because then you're creating your work your wealth dynamic, your value to the world on your terms, you know, where you want to work, how you want to work with you combining with family, you know, you getting the most from what you want. I don't think we've got too much to say about that then other than, if that's the style of business you're looking to create, then in order to be wealthy, you've got to invest the profits from that business in some of the other pillars. So that's a key point. It's not a point that guy makes specifically. But the point that I think we all would make is if you're going to invest what he calls, blood, sweat, and years, you probably picked up on that point. If you're going to invest all of that time, energy risk, all of that stuff, then you should be looking for a massive, massive ROI. Big Big payout, and the only payout worthwhile, that's the biggest payout is going to be a sale, because that's the only time you're going to get a premium. If you can think about how to create extraordinary value, how to replicate that value through recurring income, and how to make that business work without you and the other two pillars on business, you know, you need a recurring income model. And you need a business that can work without you if it does those two things, and it gives you a lifestyle, but you can also sell it, it means you've got the best of both worlds.
Christian Rodwell 27:13
Yeah, and I would remind anyone who's listening now to go back and have a listen, some of the recent episodes, where we had three of the action coaches in the wealth builds community sharing different strategies and ways of looking at the business, and be at the six steps that mark Perry shared with us in Episode 41, or the five ways to increase your profits, which Chris Henry shared with us. And if you really, really do start to, you know, look at that. And with a bigger picture, as you say, Kevin with the end in mind, then it absolutely is possible to start shaping your business in such a way that when you do come to sell, it will be much more attractive to a buyer.
Unknown Speaker 27:57
Yeah, and I think that these are good words. You're using But the sad fact is most people don't do that. And I think as Dave piers mentioned, on the last episode, you know, businesses kind of arrive at the point of sale, usually in a state of distress. You know, usually tired usually, you know, fed up usually, either, you know, unhealthy or their spouse is unhealthy. There's something which is taking their eye off the ball. Yet, for some people, you know, that's definitely my inclination is I like businesses. And then I like to create a business and then get to a place where somebody else can run that business so I don't have to so I can carry on with my creativity. So I think for many business owners, I think they use the word serial entrepreneurs. Okay, fair enough, but it's a reflection of your true worth dynamic, you know, so if you've got a creative, wealth dynamic, so it would encourage anybody to Review wherever which episode we talked about wealth dynamics, Chris, because it really does reveal an awful lot about your best way to build wealth. And my wealth dynamic personally, is really geared towards business ownership, and that creation of something, and then I'm not the right person, to then take it on to the to the next level, I'm not really a great business runner. But once you understand that about yourself and your humble about that, then you can have a fantastic life and a career and enjoying setting up businesses and then moving on and creating value either by keeping the value and because if you've got recurring income, you could just keep receiving it and your lifestyle gets to continue. And you don't need to be doing the work. Or you could you could sell that business. So I think the key message for me is always recurring income, get the business working without you if you can do those two things, you know, you're always going to make great value, more value there than you can Any pension, or in property, or another assets, the payoff is massive in business. So check your wealth dynamic, if it's the right sort of thing for you. And there's enough people around you. But as you listen to the recent podcast, Chris, I think what will be obvious, is businesses much more complicated, you know, there's so many more moving parts, then the more simple assets. So, you know, it takes a lot more to work it all out, doesn't it? Really,
Christian Rodwell 30:28
it does, it does. And guys actually supplied a six step, selling a business Guide, which we will make available. So if you're listening now, if you'd like to have a look and see what those steps are, then head over to wealth builders.co.uk forward slash selling a business or click on the link in today's show notes and you'll be able to download that. And we've covered business reasonably extensively over the last few weeks now, Kevin, haven't we I know there's obviously so much more that we could talk about and We'll be moving towards IP. We have the wonderful Rob Moore sharing, obviously some of his intellect around generating wealth from intellectual property in last week's episode, and we've got some more guests coming up really soon, who will share how they also have taken different areas of intellectual property to start building their brand and obviously generating wealth for them as well.
Unknown Speaker 31:23
Sure, but I think there's a hint of one thing that guy made that we should really not necessarily pick up on and do it immediately. But one of the businesses that that guy has, is the business of buying businesses. In other words in an ethical and a win win way, just as I mentioned a minute ago, there are businesses that sometimes the business owner needs to sell, and for good reasons, then there's a marketplace to buy those businesses and then where they become capable of creating recurring income or capable of being systemized the old business owner just didn't do that then there's an opportunity to to generate wealth from the buying of business in the same way you can buy property or buy stocks you can buy business. I mentioned the beginning most business on board they're created but there is a marketplace for the buying a business. And I definitely think we should give that a daring you know, maybe in a few weeks, maybe you know, in a future episode for sure, but I think that's one to revisit anything.
Christian Rodwell 32:32
That sounds good, most definitely. Okay. So, and hopefully everyone listening has enjoyed that today. And of course, do keep on leaving us your comments and we really enjoy reading through the reviews on iTunes and obviously head over to Facebook and and check out the wealth builders community inside of there. We'd love to see you there.
Unknown Speaker 32:53
All right, Chris. So So do we have we got somebody lined up next?
Christian Rodwell 32:56
Shall we keep that one? A surprise for everyone? Oh you love
Unknown Speaker 33:01
surprises Christo. Yeah.
Christian Rodwell 33:03
All right, I'll see you on the next episode of wealth talk.
Unknown Speaker 33:06
Alright, see ya.
Unknown Speaker 33:10
We hope you enjoyed today's episode. Don't forget that we are constantly updating our resources inside the wealth builders membership site to help you create, build and protect your wealth. Head over to wealth builders.co.uk slash membership right now for free access. That's wealth builders.co.uk slash membership
Transcribed by https://otter.ai