Judson Voss: So we've got Brandon Smith with us here today from Carter CPA. Brandon has been on before. I'm trying to remember what Brandon talked about last time.

Lynn Voss: He talked about 1031 exchanges.

Judson: 1031 exchanges, that's right. So many people have asked about, as they're going to get started in the real estate investing, what kind of entity should they have, LLC, S Corp, C Corp, nothing at all, so on and so forth. We thought it was really important to bring Brandon back so you can sort of guide us through those waters a little bit more when we're trying to consider what to do, because you know it costs money to set up the entity; we don't want to do it too many times.

Lynn: Right.

Judson: How are you doing, Brandon? Brandon Smith: Hey Judson, Lynn. How are both of you doing today?

Judson: Excellent.

Lynn: Fine. Is your weather nice?

Judson: Yes, it's a beautiful day here.

Brandon: It is nice over here too, about 70, 70 degrees.

Judson: Nice.

Lynn: Yes.

Judson: That's a nice day. So we're going to talk a little bit about picking your entity structure. But I just wanted to ask you for a sort of an open -ended question about, from an accounting standpoint and tax standpoint, why does somebody even need to pick an entity and not just do stuff in their own name?

Brandon: Well, that's a good question. For beginners out there the more important issue frankly is from a legal point of view. From a tax point of view, if you just have, for example, one or two properties, rental properties let's say, frankly I from a tax side only, if you have an LLC or you have nothing, from a tax side your return is going to look the same, OK? When you start getting more involved as you know, Judson, like yourself, you have an S Corporation, you have that for a purpose, and that's because you're doing a different type you're doing some either wholesaling flipping, a different type of investing.

Judson: Right.

Brandon: So it's not a one size fits all, but in general for new investors if you have one or two rental properties, I would prefer this being, again, just one or two, either an LLC Entity Structure for Tax Planning 3 Brand Smith, CPA © Roxx Productions, LLC 2006 would be what I prefer. If you had it in y our individual name, that's OK with me from a tax side, but you want to think about that from a legal side.

Judson: OK, so that's a key point too. We have to look at two different things though, the legal part and the tax consequences; you sort of have to balance the two between what you need to pay to the IRS or what you're willing to risk.

Lynn: Right.

Brandon: Very well said, yes, absolutely, Judson. I can't emphasize that enough. We sometimes have to put on the attorney hat even though we're not, and we use it with caution, but I do say and we have clients with different degrees of risk. I've got one client that has literally 50 properties that he refuses to put in an LLC and he's willing to take that risk and his purpose is, Brandon, I get better he gets better rates by keeping it in his individual name.

Judson: Off the mortgages?

Brandon: Yes, absolutely. Yes, I hear different and so there's obviously non -tax reasons, I want to emphasize that, but from a tax perspective, and again, let's keep this limited so you have one or two rental properties and then we can expand it if you want to if you have one or two rental properties, it's a fairly simple answer. You either have it in your personal name or you get a single an LLC, and when you get that LLC, Judson, for example, if you and Lynn were to get an LLC, you'd file as a partnership. If it was just you, it would be a single member LLC and it would be no different as though you had it in your own personal name from a tax point of view.

Lynn: And let's just make the notation here that we're talking about rental properties here, which are long-term holds as opposed to something that you like rehab and sell, which is a quicker turn.

Brandon: Yes.

Lynn: So let's just make that distinction right here too .

Brandon: Thank you for saying that, Lynn, yes, and you're absolutely right. If you're going to be doing wholesaling flipping, anything that generates ordinary income, or better put like you said, something that you're going to keep short term, short ter m being less than a year, then we'd have a different conversation. You wouldn't want it necessarily in the LLC.

Lynn: Right, OK.

Judson: So let's start with the LLC. Assuming that either people are just doing rentals or at least one part of what they're doing is rentals. When you're looking at the LLC, we've already decided for whatever reason we aren't going to just keep it in our own name, why do you want an LLC? What are the benefits from a tax standpoint? Entity Structure for Tax Planning 4 Brand Smith, CPA © Roxx Productions, LLC 2006

Brandon: Well, some have argued, for example, if you're to have a partner, either your wife, third party, whoever it may be, as soon as you have a partner as I said, now you have a partnership, and therefore you're filing a separate return, a partnership return. And some have argued, although I would not argue this, that now that you're filing a separate return you have a separate entity and perhaps you could say more things are business deductions than you would otherwise. I do not say that, however. If you have even a single member LLC, for example, your education, your business mileage, I would still want to deduct that on your Schedule E --

Judson: OK.

Brandon: -- which is for your rental properties. And so really frankly from a tax point aside in its simplest format, again, one or two rental long term properties, it's not with the right person preparing your return, they should be taking the same deductions; it should not make a difference in that format.

Judson: OK. Just a matter of where you're taking them, whether you're taking them on the Schedule E or whether you're taking them on your personal deductions?

Brandon: That's right. If you were a partnership you would file that, you would get what's called a K-1, and that K-1 would flow through to individual returns, so you'd have two returns you'd have to file to the IRS. And there's a reason, there is a very, very valid reason, when you get into more complex investing like you do, Judson, that there's a very valid reason to have an LLC as a partnership, OK?

Judson: OK.

Brandon: As well as having an S Corporation. I just I'd like to emphasize I do want to throw some caution out there that we're trying at this point, keeping it to a, as I understand long term rental property.

Lynn: Right.

Judson: Right. OK, so we talked about where you would take those deductions, and it almost doesn't matter but you'd rather take it in the LLC. If I have an LLC, you're talking about Lynn and I being partners, is there a difference if it's say you and I Judson and Brandon decided we wanted to be partners on a deal? Same type of LLC?

Brandon: It would be the same type of LLC, but as you said that, boy, that reminded me of something we should add to this. This is a key point for your listening audience. If one of you is working full time as a real estate investor and the other has a W -2 job, for example.

Lynn: Yes.

Brandon: Be cautious in making that a 50-50 partnership. Because what happens is one of you is going to be what's known as a real estate professional as the other is not, and therefore some of your losses could be limited because of that declaration. So that might not apply to a third party because if it's 50 -50 there's a valid probably a money reason for Entity Structure for Tax Planning 5 Brand Smith, CPA © Roxx Productions, LLC 2006 that, but if it's your wife sometimes you just do i t because it's your wife and you want to make it 50-50, or your husband, or whatever the case may be. Still have him or her as your partner but maybe let's change that ratio to favor the investor more so I'm sorry, the real estate professional more so tha n the non-active person.

Judson: So and I guess we probably don't want to go too deep into it but if it's you know, if it's you and I, two completely separate parties that are involved in it, and I'm a full time real estate professional and you've got a r egular job, regular paycheck income, we would try to take some of those losses more on my side and then come up with some other way to compensate the other partner for the difference?

Brandon: Sure. And I would say maybe to answer your question in a diffe rent format is it would be the same LLC. So if it's your spouse or if it's a third party, it would still be the LLC would not be any different and what you just said would be accurate.

Judson: OK, I got you. So real quick, when we talked about putting together an LLC, every state's going to have its own way of doing things. When you go and get your LLC you're going to have everything in your state. Guess the only thing that's going to be the same in every state is I as sume you want to get an EIN number for the LLC?

Brandon: Oh yes. Good point, Judson. You'll need to file a form SS -4, and what that does is gets and that's for the Federal. That's for your IRS if you realize you want to exactly so that would be one of your first steps in getting the LLC. That doesn't incorporate you, but it does get you the identification number.

Judson: OK. And that way you can go get a checking account at the bank and all those kinds of things too?

Brandon: Exactly right.

Lynn: Right.

Brandon: That's a good point to make sure you have a separate bank account too.

Judson: Yes, because when we talk about entity structures this reminds me we were at a meeting the other night, and a girl had asked us about different structures and that k ind of thing, and we talked about from the accounting standpoint. And I said, "Well, our accountant says this." and she said "Yeah, but I don't live in North Carolina." I think its important to remember that at least aside from state income tax, most of th e time we're talking about federal income tax. And what attorneys practice in one state, accountants can practice in most states because we're talking about a federal law and not a state law. Brandon Smith: Yeah, another good point, Jud, it really is, bec ause the federal piece, you're right. Every CPA can handle that the same. When it comes to your state legal or accounting issues, I would choose a CPA and or an attorney that is familiar or licensed in that area.

Judson: OK. Entity Structure for Tax Planning 6 Brand Smith, CPA © Roxx Productions, LLC 2006

Brandon: In fact, what I have found, if I have clients in South Carolina, the attorneys do not want that business they want the business... I'm sorry, if I have clients in North Carolina for example, my South Carolina attorneys do not want that business. But not true for CPAs.

Lynn: OK.

Judson: Yeah, they'll take whatever.

Lynn: You're vultures.

Brandon: I'm actually licensed in North and South Carolina but it doesn't matter because of what you just said. It's more universal for CPAs than attorneys.

Judson: Right, That's true. So we got the LLC, we've decided we're going to set that up. When it comes to some of these legal terms that people are using in structures like a tenant in common, that kind of thing. Can that be all be set up in an LLC?

Brandon: A tenant in common?

Judson: Yeah.

Brandon: Yeah, absolutely. There's no difference. It all, really... The LLC, for tax purposes, is a disregarded entity. So when you go to form an LLC you want to make sure you have a valid legal reason to do that, first and foremost, and a tenant in common would qualify.

Judson: OK. That makes sense. So we talked about the LLCs, we got a pretty good idea. Now we just touched on a minute ago: S-corps.

Brandon: Yes.

Judson: What would be the reason somebody from an investing standpoint or real est ate standpoint would want an S-corp.

Brandon: There's two reasons. One is to protect the status of your long -term properties and separate into two baskets. Secondly is when you start generating ordinary income, i.e., doing flips, wholesales . You are not only paying income tax, you are also going to be paying payroll tax.

Judson: OK.

Brandon: And to avoid that, there are methods with the S -corporation. It's a good entity that we can do some tax strategies. I'll put it that way. To avoid or minimize payrol l tax as well as your income tax.

Judson: OK, Could you explain an S-corp real quick for folks... how that inking moves through. Entity Structure for Tax Planning 7 Brand Smith, CPA © Roxx Productions, LLC 2006

Brandon: Absolutely, let's say you have 100,000 dollars of income from either fees, wholesaling, flips, short sales... Of tha t 100,000 dollars, if you do not make any type of special election, etc. That 100,000 dollars is going to be subject to payroll tax, which is roughly, after all said and done, about seven and a half percent.

Judson: OK.

Brandon: So, in other words, you pay 7500 dollars, Judson. There's some tricks... not tricks, it's legal, but you can do a reasonable compensation of 30,000 dollars and get that tax down to 2000 dollars and it's 80,000 dollars.

Lynn: OK.

Judson: OK.

Brandon: So what I'm saying is, without... with the S -Corporation you can make not all of the income subject to payroll tax as long as you have a reasonable compensation or salary.

Lynn: OK.

Judson: I got you, so... all the S-Corp income passes through, its just a matter of whether it's salary or not, Right?

Brandon: Yeah, it all passes through. The S -corporation never pays tax. It's just a flow-through entity, so everything that's reported on there is ultimately reported on your individual return.

Judson: OK, so if all the income goes on my individual return, so all of the deductible expenses goes there, too?

Brandon: Yes, it all follows through. So if you had 100,000 dollars of income and 50,000 dollars of expenses, that net 50,000 flows through.

Judson: I get you. So we have one last entity I want to talk about, and I'm sure you can guess what that is... we don't use it, but maybe some people do, that's a C -corp.

Brandon: Ah, interesting. Yeah, I haven't heard that in a while. Yeah, we still have clients doing that, but not a lot on the real estate side. They may do it for... if they're doing a lot of hard money lending or something that produces or not taking title to a property.

Judson: OK.

Brandon: That's the simplest way to put it. If you're taking titl e to a property, do not take a C-corporation.

Judson: Whys that?

Brandon: If you are not taking title to a property... well we can talk about it. Entity Structure for Tax Planning 8 Brand Smith, CPA © Roxx Productions, LLC 2006

Judson: OK.

Brandon: It's possible, in other words. But generally speaking, you do not want to hold title to that C-corporation and there's several reasons for that. One is double taxation, two is you got problems when you try to take that property out or if you liquidate.

Judson: Oh, OK.

Lynn: OK.

Judson: I guess that would be true, too if I create a C -corporation and then I decide I want to sell it to somebody else. Selling the corporation itself is going to be a problem, too, taxwise.

Brandon: There you go. Exactly right. I think if it's a new investor listening to you, I would say do not use the C-corporation.

Judson: OK. Are there any advantages to it, aside from that?

Brandon: There can be, if you're not taking title to a property, one of the advantages is that if you have less than 50,000 dollars of income, net income, it's taxed at 15 percent period, no matter what your individual rate is.

Judson: OK.

Brandon: The bad news is this: Now I've got clients in this situation, that it sounds like a good idea at first, but sometimes when you start a business, you can have losses. And if you have losses in that C-corporation and it's a closely held company... its just you and your wife or you and someone else, those losses do not flow through like they do with an S-corporation. So if you have a 10,000 dollar loss, it sits there until you generate income.

Judson: OK, you can't take it against your regular paycheck income that way.

Brandon: That's right. That can be a big disadvantage.

Lynn: OK.

Brandon: Not to mention, yeah, you don't get favorable capital gains rate, either.

Judson: Oh, really. OK. I got you. I'm going to bounce back here real quick. We're going to go back to LLCs. Let's just assume that that's all we're doing is the LLCs and I've got rental properties in there. We don't want to go way in depth, but can you tell us a few of the tax deduction type of things that we're going to get... well, here's a better way of saying this: If I'm a rental landlord, what are the tax benefits of being in that business?

Brandon: Well, there are... you name it. And I'll try to be more specific. What I tell my clients... the ones especially that aren't sure, tell me everything you spent your money on. Even if you think its not, because it could be deductible. For example, yo ur education expenses. Insurance, business mileage, there's something called a production deduction out there, it's really limitless. Now I don't want to sound too... it's obviously not Entity Structure for Tax Planning 9 Brand Smith, CPA © Roxx Productions, LLC 2006 groceries... but if you're not used, if you're just typically used to having a W2 job or being unemployed all your life, really there's a whole new world of deduction that you never thought about, that you wouldn't think about because you never had to.

Judson: OK.

Brandon: but when you start spending on items that... maybe it's not directly related to the business, for example... you're going to a... she paid for a seminar, for example but it's related to real estate and it's related to you being a landlord, we're going to t ake that as a deduction because it's an ordinary business expense.

Lynn: And if it's in Hilton Head island, all the better.

Brandon: What's that, Lynn?

Lynn: I said if it takes place in Hilton Head island, all the better.

Brandon: Well, I'm not going to comment on that. We'll take it case by case, but I mean, really, Judson, I would just emphasize to your listeners that whether they're self preparing it or... whenever they're doing their tax return they really need to start thinking... and the best way to do this, Judson, and you mentioned it earlier is get a separate banking account.

Judson: OK.

Brandon: Because that's one thing we hear quite a bit of. Our clients get an LLC in an S-corporation and then they don't treat it like a separate business. Th ey don't have the separate bank account. If that's the case, its meaningless because the courts would just rule that you're piercing the corporate valves is what I'm trying to say. If you keep a separate bank account you would know everything coming in and out of there is business related and you can pass it on to someone else to make judgment calls as to where it should go presentation wise, and is it all deductible or is there something else missing.

Judson: OK.

Lynn: OK.

Judson: And this is something we do?

Brandon: And of course you get the depreciation, too. Right. Hopefully our listeners know that is... you get depreciation too. Hopefully our listeners know that you get depreciation. That's something you don't spend any cash for, but yet you're get ting a deduction for it. And, if it...

Judson: I'm sorry. I was going to say, let's explain that a little bit more in detail. You want to do a number example? Like a $100,000 house? Entity Structure for Tax Planning 10 Brand Smith, CPA © Roxx Productions, LLC 2006

Brandon: Yeah, OK. If you bought a $100,000 residential house, that fir st year you would get $2,750 of a deduction without any cash being spent.

Judson: OK. Lynn Voss: So when you...go ahead.

Brandon: Go ahead.

Lynn: No, you're going to answer it, I know it.

Brandon: I was just going say, it's pretty simple. A residentia l property is depreciated over 27 and half years.

Judson: OK.

Brandon: So... but there's more the higher you get your number.

Lynn: And that's an expense...

Brandon: And that continues until you sell the property.

Lynn: And that's an expense that gets applied against all those monthly revenues that are coming in, so that you have really a lower stated income. I mean, it subtracts off of there, so when you figure out that year end numbers, you're taxed on less even though it's really a paper deduction.

Brandon: That's right. Well, said Lynn. I wish I could say it that well, but I can't. Lynn and

Judson: [laughs]

Brandon: You know, something else to remember: another non -cash -- although it technically is -- is you're business mileage. You obviously c an take actual and keep up with gas, but usually -- eight out of 10 times -- it's just as easy to keep a mileage logbook. And the rate the now, I believe 48 and half cents a mile.

Judson: Right.

Brandon: So let's say you drove 2000 miles to go look at th at apartment building, that residential property, which is possible, very possible especially if you have more than one...

Judson: Sure.

Brandon: You get a $4,800 deduction without any cash being spent. Of course you've got gas and thing, but you don't see it that way. It's just a $4,800 deduction.

Lynn: Right. Entity Structure for Tax Planning 11 Brand Smith, CPA © Roxx Productions, LLC 2006

Judson: Yeah, that makes sense. So, let me ask you this. We've got the depredation of $2750. Let's say, for whatever reason, all I was making in cash flow a month on that property was $50. So I've only got $600 of income on the property itself, and that's the only property I own. I'm in my LLC, now I've made $600 but I've got $2750 in expens es just in deprecation to offset it with. There's $2150 left over. Can I apply that $2150 towards some other income somewhere?

Brandon: So you have a $2150 loss, did I hear you correctly?

Judson: Yeah.

Brandon: OK, if you've got a $2150 loss -- and this alludes back to what mentioned earlier -- it depends.

Judson: OK.

Brandon: It depends on two things. It depends on your income, and it depends on whether or not your real estate professional or not.

Judson: OK.

Brandon: If the answer is if you made less than $100,000, then answer is yes. It's deductible -- fully deductible against your other income or whatever. Your W2 -- it's completely deductible.

Judson: OK.

Lynn: Got you.

Brandon: If you made more than $100,000, I've got to make the arg ument that you're a real estate professional. And that means you work more than 750 hours doing this investing.

Judson: OK.

Lynn: And in that case, it's not deductible? Or it's...?

Judson: Partially?

Lynn: It's partially deductible?

Brandon: Yeah. Yeah, and please tell me I don't say this correctly. I want to make sure it's business clear because it's really an important point. What I said earlier about the partnership... If you have one person that has a W2 or works full -time for somebody else, is employed, and the other person does not have a W2, is basically just an investor -- the investor, no matter what his income is, if we can argue he was a real estate professional those losses are limitless. We can take those losses, there are no limitations. Judson and Entity Structure for Tax Planning 12 Brand Smith, CPA © Roxx Productions, LLC 2006

Lynn: OK.

Brandon: However, the other person who has a job, we run into the limitations of income as well as you can only deduct certain amounts.

Lynn: OK.

Judson: OK. So, either try to be under $100,000 a year, or get far enough over $100,0 00 you don't care about your taxes.

Brandon: Yeah, it phases out at $150,000, so it's from $100,000 to $150,000. If your making $200,000 a year, you need to be a real estate professional, or your going to loss it out on all those losses.

Judson: I got you.

Lynn: OK.

Brandon: I'm sorry. When I say lose out, they're just suspended. OK?

Judson: Got you.

Brandon: So let's say you do have some losses that you can't take in year one, it carries over to year two, three, four and five, etc. And the year that you sell property you get to take those deductions that were lost, or suspended.

Judson: OK.

Lynn: So you just have to delay...?

Brandon: There you go. You just have to delay it.

Lynn: OK.

Judson: I got you. Now, when you deprecate the property over time -- say I keep for 10 years and now I've got $27, 500 in depreciation I've taken. How does that work against what...?

Lynn: ...when you sell it.

Judson: ...what the basis is on the property?

Brandon: Well, it will... Let's say bought you a house for $100,000...

Judson: Yeah.

Brandon: ...and you go to sell it, and you've taken $10,000 depreciation. You're new base -- what we call base -- is $90,000. So let's you sell the property for...

Lynn: $150,000. Entity Structure for Tax Planning 13 Brand Smith, CPA © Roxx Productions, LLC 2006

Brandon: $200,000.

Lynn: OK.

Brandon: Instead of using the $100,000 to figure gain, you would use $90,000.

Judson: OK. And that gets back to the last show you did with us, which was 1031 exchanges. If people are wondering why they would want to do a 1031 exchange for one property to another to avoid the taxes, if I've held property for the last 20 years and I had a 20 year mortgage on it, I don't have a lot of cash left in there, but I also don't have a lot to take against my taxes. So that's pre tty much all income for me when I get to that point, unless I put it into a new property.

Brandon: That's exactly right, Judson.

Judson: OK.

Brandon: Yeah, you'd be hit pretty hard if... The good news is you might need some cash and it deprecated well, but the bad news is you get hit pretty hard with taxes.

Judson: Got you. That's another reason why they ask somebody when they're selling an apartment if they want to owner finance it instead of sell it.

Lynn: [laughs]

Brandon: Yeah, that's exactly right.

Judson: I can avoid those taxes too.

Lynn: Yes.

Judson: Cool. I think we've got a pretty good idea of the three different structures and I think we all agree that for rental properties the LLC is the way to go. Do you have any other tips when it comes to picking an entity that people should watch out for?

Judson: I will add this. There is something new out there called a Delaware series LLC.

Judson: OK.

Brandon: It's got a lot of buzz. I don't know how mu ch teeth it has yet, but it's certainly generating buzz and other states are adopting this. What its intent is for people who have multiple properties in one LCC. And what it's designed to do is to have one LLC. Let's say you have 10 properties, and you don't want all 10 of those properties in same LLC...

Lynn: OK.

Judson: Yeah.

Brandon: The Delaware series allows you to have one LLC, and each property be protected separately. Entity Structure for Tax Planning 14 Brand Smith, CPA © Roxx Productions, LLC 2006

Judson: Ah, OK.

Brandon: So if property one is sold, property two through ten could not also be sued.

Judson: OK.

Brandon: As you can imagine, for investors who have multiple properties it is generating some buzz.

Lynn: Sure.

Brandon: There are no... I'll just throw that out t here. I frankly, I do not have any clients right now who have that because it's very, very new.

Judson: OK.

Brandon: And I can't find any local attorneys that want to speak about it, but I have found some Delaware attorneys who will speak about it, but I 'm still waiting to see how it pans out.

Lynn: So we'll have to stay tuned for more information on that and start looking for it on the Internet, reading about it and stuff, just to kind of get an idea about it.

Brandon: Sure, and I'm just throwing it ou t there...

Judson: Yeah, all right.

Brandon: ...in the absolute, because the more we hear about it and read, the investors are very cutting trade of about saying this is a good thing or not a good thing. Lynn and

Judson: Right.

Brandon: I wanted to mention it; I feel I'd be remise if I didn't at least say it was out there.

Lynn: OK, so that's something on the horizon. OK.

Judson: Cool.

Brandon: Yeah.

Judson: I think we got most of the information we needed there.

Lynn: Thanks a lot Brandon.

Judson: For everybody that's listening, just so you know, Brandon is in South Carolina, but I know you have clients all around the country. Correct?

Brandon: Yes, mostly in North Carolina and South Carolina, but... Entity Structure for Tax Planning 15 Brand Smith, CPA © Roxx Productions, LLC 2006

Judson: Right.

Brandon: ...we do have clients around the country. Yes.

Judson: As people could tell on the interview, you're very forthcoming with information and educating folks. If you somebody wants to get a hold of you, whether to manage their stuff for them or just to talk, can they contact y ou somehow?

Brandon: Sure. I'd be glad to, and we never charge for a phone call, so don't worry about that.

Judson: OK.

Brandon: You can reach me at... My email address is probably the best way. This e-mail address is being protected from spam bots, you need JavaScript enabled to view it or you can call me, or you can go th rough Judson. Judson knows me pretty well...

Judson: Yeah.

Brandon: ...and I'll be glad to go that route. In fact, maybe that's the best way, Judson. Whatever you prefer.

Judson: OK. They can email you, or they can email me at This e-mail address is being protected from spam bots, you need JavaScript enabled to view it We can also pass it on, and go back and forth.

Brandon: Sure.

Judson: We've talked to some folks, and we get a lot of questions that come through here. It would nice if maybe, occasional ly you'll come on and just spend 30 seconds and answer their email that way.

Lynn: Answer a couple of emails on the air...

Judson: Might be the easiest way to do it.

Brandon: Oh, sure. I would love to answer...

Judson: So everybody would get the benefit.

Lynn: OK.

Brandon: Yeah, absolutely.

Lynn: Thanks a lot, Brandon.

Brandon: Well, I enjoyed talking to you guys.