Apr 30, 2020
Today, we talk with Jason Yelowitz and his client, David Wolf. David could best be described as a “serial entrepreneur”. We discuss the sale of David’s business and Jason’s role therein.
Tune in to hear our discussion about David’s successful sale, knowing when it’s the right time to sell, and business in the time of the CoronaVirus.
Episode Highlights
- The efficiency of the marketplace.
- Why cash is king.
- Incentives for having payroll employees.
- Why Dave decided to sell.
- Knowing when it’s right to sell.
- Is selling at a loss the wrong move?
- If the pandemic has slowed down or changed deals.
- Is this a good market for first time buyers?
- How to keep your business stocked and afloat during the pandemic.
Transcription
Mark: All right this week we don’t have Joe with us. We have Jason Yellowitz with us because Jason had one of his previous clients, Dave Wolf, on the podcast to talk about the sale of his business and some of the lessons and looking back on how that sale went. I always find these conversations interesting because after you sell a business, you have the chance to finally be somewhat introspective into what that process was like and maybe what you would do differently. Jason, I know you have Dave Wolf on who you work with for quite a while. You guys had I think two different LOIs that you had to work through in order to get to a closing. How did that conversation go?
Jason: Yeah, it was really interesting to catch up with Dave. We got his business sold. I want to say it was around August of 2019, so it’s been a while. He feels happy that it was sold. It was a very; at least to me it looked like a very good business. It had a general manager in place that was running the day to day. In his case, it really wasn’t taking up his time but there’s always that bit of mental focus that you can’t let go of. And Dave has his fingers in so many different businesses that I think for him he needed to let up on the mental focus and then I think also he reallocated some of the capital. He really ends up buying a fair number of distressed kind of assets and for that kind of thing, you need cash in your pocket typically.
Mark: Yeah, I know. Absolutely. I know you guys went through two different offers on this and I’m sure you’ll get into that a little bit on the podcast. Did you guys discuss what happened with that first one that didn’t go through?
Jason: I don’t know if you got that into it on the podcast, but it is an interesting sort of lesson for potential sellers. When we had first listed the business, we got multiple offers. And like most people, the seller gravitated towards the one that had the highest headline price. The challenge that sellers should remember is the market is pretty efficient. A lot of times if someone is bidding more than others, the reason they’re doing it is because they’re already aware that they are less likely to get the financing necessary to close the deal, and therefore they’re willing to bid it up a little bit. Whereas someone that comes in in the middle of the pack might have a much higher chance of closing, but they know it and they’re not going to pay up as much. So what it comes down to I think is don’t get wooed simply by the headline number. You have to think of it holistically if you’re a seller of what’s most important to me; hitting a certain dollar amount or walking away versus a higher likelihood of closing. And there’s not a right or wrong answer but the lesson is, don’t deceive yourself into thinking you can have it all. There’s usually some sort of tradeoff.
Mark: Absolutely. Now the market is strikingly honest. It’s always very, very honest, very direct, and you can’t really fool it so I think that’s a good lesson. Well, let’s get into the episode and I can’t wait to listen to this one.
Jason: Hey everybody, this is Jason Yellowitz from Quiet Light Brokerage and for today’s Quiet Light podcast, our special guest is David Wolfe. David is a serial entrepreneur. He’s got his hands in all sorts of businesses. And it was probably about six months ago that I represented him in the sale of an online e-commerce business he had. Dave, welcome, how are you doing?
Dave: Hey Jason, how are you doing? I’m pretty good.
Jason: Good. So are you sitting there in some tropical location, I can see palm trees blowing in the background.
Dave: I wish. I wish I was. Unfortunately, it’s just a cool background trick for Zoom video because I’m sitting at my house quarantined like everybody else.
Jason: Yeah, well, you mentioned quarantine. Obviously, we are in the heart of the COVID-19 coronavirus situation so if you don’t mind, maybe you can just tell viewers just quickly what are the businesses that you’re running and what impacts positive, negative, neutral have you seen from the coronavirus?
Dave: Well there’s definitely a lopsided negative for this; for what we’re dealing with right now. I’m in several different industries. So we are in some direct to consumer automotive space online. I have recently, after the purchase that you represented for, I got into some brick and mortar stuff doing fencing installation and some manufacturing of fencing products; vinyl privacy fence. And then we’re also in real estate lending and a few other places. And it’s pretty drastic across all industries. From what I can tell the online businesses are faring just immensely better than just about anything else. So some of the brick and mortars, we’re dealing with a; when I get off this call, I’ve got to deal with one of my managers needs to self-quarantine. So he’s showing symptoms. He’s not in a terrible situation. But now we’re looking at we’re already planning on going down to a minimal staff while this was blowing over. And so now we’ve got to see okay well, now it’s zero because we can’t have him at the shop at all. So these are just normal things. On the plus side, I think as most people I’ve talked to; as I’m sure you have a lot of different business owners in a lot of different industries just because of what I do. And because of the people that weren’t in a good position, there is, unfortunately, going to be some business fatalities from this. I talked to a bankruptcy attorney the other day that was representing me in purchasing some assets and he was just the ground is already starting to rumble with the volume of business that’s going to be occurring from that. And so I think there’s going to be a lot of opportunities for people that; everything is going to work itself out but the reality is if you know how to run a business if you have sound principles in operating businesses, there is going to be a lot of opportunities. It’s going to totally switch from a seller’s market to a buyer’s market. It was basically overnight I feel like. I think you would agree when you were working with me we had talked about it. For the most part, it’s kind of a seller’s market. There’s a lot of capital out there. It’s easy to get. And now we had; the institutional lenders aren’t even lending on in our hard money lending business, which would be considered about us. We’ve dabbled and had conversations about that space. It’s a very secure asset. Even they’re holding off on buying more assets. So what that tells me is cash is king, right? So if you have money to buy a business and I would say you have the bandwidth and you can afford to wait, you don’t need the cash flow right away, I think there’s going to be some unbelievable opportunities in the next few months.
Jason: Okay, that’s a pretty interesting perspective. From our end what we’ve seen is the economic; obviously, there’s the human and health toll. And I feel sorry; I’ve got a lot of empathy for your manager who is showing symptoms. On our end what we’re seeing is the economic impact is really hitting different businesses differently. Some of them are way down. Others are way up. We’ve got a number of online businesses where their sales literally doubled versus the previous year in the past 12 months. What’s not clear is whether it’s a temporary blip or if there is long term enduring changes in customer behavior. For instance, I’ve got a client who sells a security device on the internet. His sales have doubled and his theory is more people are staying home and they want to feel safe at home. And without a crystal ball, that sounds as plausible to me as anything. So let me ask you this question. You mentioned that you believe there’s going to be some golden opportunities for buyers, especially cash buyers. I think as of about an hour ago, I read a lot of headlines that Congress and the president were very close to passing a historic stimulus bill. And my understanding is that’s inaudible[00:09:56.6] to fund a lot of money to the Small Business Administration. Do you think that that money will get to people that want to buy businesses or is it mostly going to be used to shore up existing businesses or do you have no opinion?
Dave: Well, one of the things I think is going to happen. I think that you’re going to see and I guess you can’t quote me on this, but you’re recording this so I guess you’re going to. So normally and you think; I don’t know if you’ve had this conversation, but typically the kind of par for the course for purchases of at least smaller businesses is an asset purchase agreement where you wipe out and start again. Well, there might be some people willing to take on some of the risks of a previous business if it means that by having the established business in place all of a sudden it makes it tremendously easier to be able to get capital from some of the pipelines that’s going to be coming through. I mean, I think they’re probably just going to be throwing; it’s either they’re going to be difficult to get because it gets bogged down in bureaucracy and that’s going to be a disaster for the country or it’s going to be they’re just writing checks and throwing money at people that have a business and primarily a business with payroll employees. I guess that’s one of the things that we’ve kind of; a lot of company shy away from that and try to stay lean and online. But there’s going to be a lot more incentives for having a payroll more than likely.
Jason: Yeah, that’s what it sounds like. It sounds like most of the incidents are tied to maintaining a payroll. So maybe we can; let’s go back in time six months, you had sold a business, what month did we close; was it October?
Dave: August is when we closed; very end of August I think.
Jason: What was going through your mind at the time? Why did you choose to sell and are you happy that you made the decision that you did?
Dave: Yeah, well, so I definitely am very happy that I made the decision I did. I wish I would have just had all the money sitting at a bank account. But like an entrepreneur, we put a lot of it back to work afterwards. But, yeah I’m very happy that we sold. We would just kind of look at it as I wasn’t focused 100% on that business and I knew that there was some opportunity in it but I needed somebody that looked at it the way that I did when I bought it five years before that could take it to how do I 3x this business and it was. It was a solid business. And I knew it was because you have had several side conversations with me where I was like do I really want to let this go? And in talking with them that business is one that’s kind of about where it was, they haven’t really been too badly negatively affected by the issues that we’re dealing with right now even after a slowdown, which is good for them. But it allowed me to free up my time and focus on new things and kind of you had said like I was able to find plenty of things to focus on to grow. And I was reinvigorated by having that newness to it again where I was kind of tired. It wasn’t that there’s anything necessarily fundamentally wrong with that business it’s just that I was seeing opportunities or make investments to grow it and it just didn’t excite me. I wasn’t doing it. I wasn’t pushing like I was. And so a new owner came in and he has that same; it’s new to him so he’s making changes and making moves and improving the business and I think they’re doing a good job. And I’m taking that renewed energy and I’m putting it toward something totally new and so I think that’s a real win. So I’m definitely happy. I have no remorse for selling the business whatsoever.
Jason: That’s a really interesting point that you bring up, because at this point I’ve been brokering for 10 years and what I’ve acknowledged is a lot of times when I meet a seller, their first instinct is how do I get the absolute most money out of the business? And the obvious answer is grow it to its utmost potential and then that’ll translate into cash flows and you’ll get a multiple on those increased cash flows. The reality I find is usually when people want to sell it’s not specifically for the cashout. The cash out most people consider that’s the fair market value of what their business is worth today. So the decision comes down a lot more to personal things. Most of my sellers, there’s a personal reason; marriage, divorce, buying a house, I have to move, I have to support my in-laws, anything like that. And then on the business front, it usually boils down to some version of what you just said, which is I know how to grow this business I just find that I knew how to grow it six months ago and I didn’t. Clearly, I’m lacking the motivation and the sort of excitement that comes from new business ownership so maybe I’ll hand it off to someone else who’s got that level of motivation and excitement. So the way I think of it is each party takes the business to whatever is the highest level while counterbalancing all the other things going on in their life and how much attention they can put to one versus the other. What would you recommend to someone who wants to sell their business now? We are probably at a peak uncertainty. We don’t know if the coronavirus is going to infect millions or hundreds of thousands in the US. We don’t know if it’s going to make another round around the globe. I mean, the truth is, we just don’t know. What we do know with some confidence is the central bank and the US government is putting a lot of firepower into trying to keep the economy going. But we don’t know what the facts are so what advice would you have for someone who they had their plan, they were going to sell this year in 2020; maybe in June, maybe in October, and then boom, coronavirus.
Dave: Well, I mean first it has to be a scenario where you have a willing and able buyer. So if you don’t have a buyer already then it’s a totally different story. And it really depends on what your consequences are of not selling I would say. I mean I have a lot of assets that I have for sale in the market right now that aren’t business-related. And this could totally be; I mean I don’t know when you’re going to publish this podcast; a week from now this might be irrelevant. But in this very particular instance while we are quarantined in the house and just I’ll give you the; I’ll let down my guard here so that you guys, you know, it’s a this is just for inaudible[00:16:36.4] the house.
Jason: They’re not quite as nice as the beach.
Dave: Yeah, right. I’ll go back to the beach. I think that it’s obviously not the best time to be in a transition flow for the assets. Now, that doesn’t mean that it’s a bad time to sell. It depends on what does not selling mean. I mean in some cases, even selling; I mean I’m going to go to the extreme, even if you had to sell at a 50% discount to what your business would be worth a month from now, if not selling is going to cause you even more financial damage because of the foreclosure on a large property or something like that, it may still be worthwhile. It’s kind of the lesser of two evils to sell your business.
Jason: You know what’s interesting to me about your statement was you said a week from now this might all be irrelevant. It was about a week ago we had an all-hands meeting at Quiet Light to say what are we seeing in the market and I was taking the same point of view that you’re taking today, which is the values are going to come down. It’s going to be all distressed sales. Strangely, in the last week and a half, we have gotten reports of a number; I think we’ve closed four deals in the last week. None of them were significantly different to my understanding from what the letters of intent said. And as I mentioned in the beginning, we’ve seen some businesses that have really; their financials have really gone down. And for those sellers, I would say if that’s where it is you need to decide for yourself are sales coming back or are they permanently down? If they’re permanently down you need to get very real very quick with what the market will bear. If you think they’re going to be back, your best bet is to wait until that happens. But then the other side of the coin which Dave this is really surprising, some of the businesses are going off the hook up and those are the ones where I think the sales are closing and the buyers at least it seems; I’ve gotten this mostly second hand, it seems to me the buyers are feeling that their golden opportunity is that with behavioral changes worldwide more is shifting possibly to online, possibly to certain sectors and they want to get in on that now so that they want to close. So it feels like the market is changing but not necessarily in the static way that many of us would have predicted.
Dave: Yeah, I mean a good example is I think that this is going to accelerate the move from traditional brick and mortar businesses to online. People that have never done insta-corridor like Amazon Prime delivery and stuff like that are now ordering their groceries and they’re using Zoom video to chat. I mean this accelerated technology, the adaptation or adoption two, three years easy. I mean the stuff that we’re seeing, people that have never used that technology are figuring out how to do those kinds of things. They’re ordering food, they’re doing; so day to day habits that typically don’t change that fast have completely changed. I just bought a set of gymnastic rings to work out at home because I usually go to the gym. I like to go to the gym but I can’t go to the gym so I was like, all right, well, I’m going to buy something and my routine just totally changed. I might continue with that. I actually really liked that so I’m looking at doing some other upgrades that go along with that. Maybe like putting some bars up in my back yard and doing a couple of other things. So that’s happening across the board and I think I’m starting to see some adaptation from businesses as well changing and pivoting. But I think that’s pretty simple as if it’s just I guess as a buyer or a seller you really have to categorize yourself in are you a person that buys off of past success or are you comfortable being a little more speculative and focusing on future potential speculation like you said in a sense that I had a letter of intent on a project and I saw the sales skyrocket and because of this I’m more than happy to close. It’s obvious that the effect of this has already impacted that business in how it’s more than likely going to in the short term so you’re not really too concerned about that. And then again the same thing I would be very worried if I was in LOI and the business fell off a cliff in the short term or had to shut down entirely and you have to start with a terrible cash flow. And then how is that going to affect the annual cash flows on the back end of that? I think there’s ways around that. I personally; I mean like you said, most of these LOIs fast purchase is 30 to 45 days. I don’t necessarily think it’s a bad time to be shopping for businesses if you don’t have to spend all your time focusing on making sure that yours isn’t on fire because if you go into LOI you have plenty of time to do the due diligence on before you have to close to make sure that you do, in fact, want to go through with it.
Jason: Do you think this is a market for first-time buyers? Let me give you an example. Let’s say we’ve got somebody in their mid-30s who has worked in corporate America for the last 12 years, risen up the ranks to middle management, is not excited about their day job but as of today, they still have it and they want the excitement of being an entrepreneur but they’ve never thought or run their own business. They’ve been part of a much bigger organization. Is this the time for them or do you think it’s only the time for more experienced buyers with the larger risk appetite, a larger balance sheet, and a better ability to forecast or better confidence in their ability to forecast?
Dave: I actually think it’s a great time for a first-time buyer to come into the marketplace. I mean in contrary with the right outlook you have to be able to have a long term outlook and you have to have enough cash to be able to weather an uncertain future for at least a few months, if not a little bit more. Because the reality is that if you can get a good value like I think there’s going to be opportunities for lower valuations out there which allows somebody to get into a business that couldn’t otherwise get into. I mean people say like, oh, well, it’s a bad time to buy a business because this stuff is happening but you could get the same business that potentially four months ago would have cost you 1.5 million. If they have cash flow issues and they have a bunch of other stuff, there might be one out there that is 750. It’s really the same business. Maybe it needs $60,000 in cash infusion to survive what’s going on or $50,000 in additional cash to survive what’s going on for the current process but I think for most businesses, this is a temporary liquidity issue and not necessarily a fundamental the business is just completely destroyed.
Jason: So going to your example, I mean, you just gave an example of a business where because of what’s happening hopefully temporarily; obviously, none of us has a crystal ball. In your example, the business value dropped in half. It kind of seems to me that if you’re going to buy in that environment, you have to kind of know yourself. How did I react in 2008 when I saw my 401k drop in half temporarily that kind of thing? It feels like it’s more of a risk tolerance question as opposed to a more simple decision. You have to know yourself, how you react, how you’re going to sleep at night. Would you agree with that?
Dave: Oh yeah, definitely and that’s there’s so many caveats. I mean, you’d have to pick a much more specific type of business and I would imagine if I’ve never been an entrepreneur and I’ve had a regular middle management or upper management job and I’m just going into entrepreneurship this would be; it’s going to take some cohunes to pull the trigger on something right now in this environment just because of how many unknowns we’re going into as to if it is in quick recovery, what’s the long term economic impacts from a potential but hopefully not recession and some of the other things or we could come out booming. I mean, there’s going to be a lot of pent up demand for every service after this is done.
Jason: I was thinking there’s going to be a line around the block at your barbershop.
Dave: That’s funny, I actually did; I did okay do I get myself a haircut. Yes.
Jason: No, it’s nice.
Dave: I’m going to show you the back. That’s a little; but yeah, I actually talked to a salon owner today that I used to do marketing for and I was telling her; she was like what do I do? She’s got a good business but I pay everybody and lose 25,000 and then pay my rent when we’re closed. And so she’s in a much better position. She’s got plenty of money laying around and she had no debt. And we had a conversation and I said look, if I was you, you’ve got these lines of credit that aren’t used, the bank may close those down soon because I have talked to several banks; smaller banks that are concerned about not necessarily lending on new businesses, but really more they’re concerned about liquidity without this stuff coming down from the federal government where they can’t do; I have a loan for a new primary residence I’m doing and the guy was on it’s a portfolio loan, which if you guys don’t know what that is, it means that the bank is going to hold the note versus handing it off to Fannie or Freddie Mac because my taxes are very difficult to do because I have seven or eight businesses and all these different things. And they said they’re not doing any portfolio loans because they have 60 million dollars in commercial credit lines that have not been pulled down yet that if those were pulled, they have to have enough cash to be able to provide that liquidity to those commercial lines and so that’s affecting them.
Jason: That’s pretty interesting. I was looking at online savings accounts yesterday and I was expecting that the interest that they pay savers would have dropped down to a couple of basis points. In fact, it was still up in the 1 ½ to 1.7 range.
Dave: That’s the reason why. The reason why is because they need depositors because they were concerned about whatever happens. A lot of commercial credit lines were closed in this type of environment because really the banks aren’t afraid of everybody; every customer defaulting. What they’re afraid of is every customer maxing out their line at once and taking all the liquidity from the bank. So that’s one of those issues and so I personally had some large, large lines that I just pulled out all and put it in a checking account. And I’m happy to pay the interest on the short term so that I have access to capital, particularly because I do plan on; even though I’m pretty busy I do plan on being a buyer of business assets here in the next couple of months. I don’t know what they’re going to be. I just know that if you do have cash, if you were fortunate enough to have money sitting on the sidelines due to just serendipity or it just being the right time and place, there’s just going to be some unbelievable opportunities. And I mean you can see them everywhere. I told my friend that was a salon manager; I said, look there’s going to be a lot of salons that are closing down or people that just need cash and they pay their day to day bills with that money. Call them and see if you can buy all their color product that they have sitting in their salon that’s not being used for like 10 cents on the dollar.
Jason: That’s a pretty interesting idea. One thing I’ve heard with those small local service businesses that have been put into a shock so hard is to reach out to their regular customers and ask if you’d be willing to prepay for the next haircut or the next meal. I think there’s a lot of community spirit of none of us wants to see the small businesses in our town collapse so many of us who have the means are willing to prepay just as a sign of good faith. So as always, anytime I talk to you it’s a fascinating conversation, as kind of that final piece I would love it if you could give a synopsis right now; let’s see today is March 25th, so with the caveat that at today’s speed of news cycle.
Dave: 1:35 PM.
Jason: Yeah, anything can change. So at 1:35 PM Eastern on March 25th, 2020 in the middle of the coronavirus I would love to get just your little quick snippet advice for buyers, advice for sellers, and final thoughts.
Dave: Okay, so let’s start with the advice. I would say, advice for buyers go ahead and go out and look; I would say go out and look as if nothing has happened. Remember that when you’re putting LOIs out, you’re doing your underwriting afterwards. So if you’re looking at a business, you say I like this business in normal times let me go ahead and look at this and place the offer with a condition of you can stipulate obviously always you understand, hey, I’m kind of concerned about what’s currently going on, but let’s go ahead and get this going. So remember that doing an LOI doesn’t mean that you can’t do your due diligence and confirm the underlying fundamentals because this month’s cash flow is probably more than likely either going to be significantly better or significantly worse than it was last March or last April. And I suggest you just got to have to understand that. It doesn’t mean you got to close right away. As far as sellers are concerned that would be my number one piece of advice is to keep moving forward up to the point where you do have to make the commitments. You can still try to get the SBA financing, get all your ducks in a row, and then once you have everything in place, you can decide to make the final decision based on where things are at that time. Because by the time; like you said in 30 or 45 days we could be in a drastically different economy. But you might have started a deal when nobody else was bold enough to put out the LOI. You might have an exceptional value on a business that’s right back to being extremely healthy. And as far as sellers are concerned, it’s really just assessing. Maybe it’s possible if you have to sell, you really need to determine what your best alternative to a non-agreement is. Are you willing to go back and run this business for a year inaudible[00:31:29.8] or mentally are you done? You don’t necessarily have to tell the buyer that. But if mentally you’re done and you have an offer that comes to the table that’s lower than what you’re expecting, you’re really going to have to grapple with the decision of are you going to stick this out and do the work to make sure that this business is healthy again so that you can get your higher valuation or is it time to just accept a lower offer and realize that they’re not gouging you? That it’s just most of the buyers are buying off of the cash flows of that business and significant disruption in cash flow is a very reasonable thing to reduce the purchase price of a business. I mean, I saw that when I sold mine. I won’t get in the numbers, but I had a higher number and then we had a small hiccup because we lost one contract and still very healthy business but it had a material impact on what our future cash flows for expected without having to make changes. And I totally understand that. In principle, we agreed to a multiple which just unfortunately for me it’s a lower purchase price when you use the same multiple if you lose $5,000 in monthly cash flow. And so it happens but again, on the other side of that, being somebody that had a higher offer that then wasn’t able to for whatever reason didn’t go through; there’s no fault of my own and then going to another offer that was lowered because of something had happened. I think we were dealing with the China tariffs and all that stuff during that time which looks like a child’s play now with what we’re dealing with. I resulted; I ultimately made the decision to still sell at a lower purchase price and looking at it now, I don’t regret the decision. So if you’re just looking for what; instead of me giving you empty advice as a seller all I can do is tell you that of what I did and what I decided to do. And now looking forward, I don’t regret making the decision to accept an offer that was lower than what I originally wanted for the business.
Jason: Are there any brokers and brokerage that you personally recommend?
Dave: Anybody with Jason.
Jason: Anybody but me, okay I got it.
Dave: I’m very happy; I was very happy with Jason’s advice. I think it was spot on and yeah he was just a very level head with a lot of experience on how to get a deal done. And really without railroading you, I think one of the really comforting things is Jason is going to be one of those guys that will tell you, look, if this doesn’t feel right, just don’t do the deal. You probably won’t get to pry out his financing, but I can tell you that he does not need the check from your sale to survive. So he’s my; yeah, I don’t want to like let the cat out of the bag there but he’s not going to push you into a sale specifically to get a commission check and that’s something that is very nice to see in a broker. He does this because he likes it and because he’s very good at it and likes the transactions of the business. And I was very, very happy with the work that I got done at Quiet Light. I can definitely see; from a DIY-er, I have no problems with the commission brokerage that I paid with Quiet Light at the end of the day. I think it was well earned and I would be happy to do it again Jason inaudible[00:34:48.8].
Jason: Wow, well that’s ridic; I have to end it with an endorsement so I think with that I’m going to say thank you so much for your time and your thoughts, you’re obviously a very experienced entrepreneur. You’ve bought, you’ve sold, you’ve built, you’ve experienced setbacks, and here you are with the beautiful fake background of a beach. It’s phenomenal. So thank you for your time, everyone. This was Dave Wolf. He owns too many businesses to list. But obviously, he knows what he’s stocked up. Thank you, Dave.
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