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Seth Yakatan: You will see more money come into cannabis than has ever come into a vertical market in the history of primates — ever.
Bryan Fields: What's up guys, welcome back to another episode of The Dime. I'm Bryan Fields, with me as always is Kellan, and this week we've got a very special guest, Seth Yakatan. Seth, thanks for taking the time, how are you doing today?
Seth Yakatan: I'm doing awesome, thank you guys so much for having me, Bryan and Kellan. I don't know how special I am, I can't believe anybody wants to listen to the crap that comes out of my mouth, but I appreciate the platform. Thanks for having me. I love it — Kellan, how are you doing?
Kellan: I'm doing good, really excited to talk to Seth. Grateful that I have another West Coaster on here to help educate the masses. How are you doing, Bryan?
Bryan Fields: Yes, that's right, and Seth, we do have an East Coast/West Coast fight here, and as Kellan alluded to, we have to put you on the map. So if you had to choose an allegiance, maybe a coast to help educate more, which one would you choose?
Seth Yakatan: I'm West Side for life, guys. Let's be real, I got a lot of love for Biggie, but I was rocking NWA before anyone even knew what NWA was, so let's be real — the heart of rap is in South Central Los Angeles, and I don't care what anybody says. All props to KRS-One, all props to Bed-Stuy, but the West is where it's at. Let's be honest.
Bryan Fields: I think there's a lot of people right now that might have just stopped the podcast based on some of those comments.
Seth Yakatan: It's okay, it's all good, it's all good. You know what, let the haters hate, I'm just gonna bask here in the sun, that's all.
Bryan Fields: Amen, I love it. So Seth, for our listeners unfamiliar with you, can you give a little background on yourself and how you got into the cannabis space?
Seth Yakatan: I'm really a suit — I'm a dumb corporate finance guy, my stylist makes me look really cool. I started off as what you would consider an institutional investor, so I did about 16 years on the buy side. I was in a venture capital fund for about four years, went back to school, got an MBA in finance and statistics, and worked at an M&A firm while I was there. Then I went to work for a bank, and inside the bank there was a $5 billion fund that we invested in — essentially leveraged buyouts for private equity companies and Helicon media companies. So I did that for a long time. I really understand how to put money into a company at an early stage, get out of it or kill it, and then how to take something very large and scale it and do a rollup with it. My dad grew up in an orphanage and became a very successful entrepreneur in the life sciences business, so in 2001 I started a consulting practice with him focused mainly on therapeutic drug development companies. Fast forward to 2012, I founded what I guess was the second or third therapeutic drug development company trying to take a small molecule that modulated the endocannabinoid system through the FDA. I raised that company a bunch of money and took it public, got involved in a few more, and somehow at the end of 2019 I kept slamming into this company called Ease. From 2019 until the middle of 2022, I worked at Ease as a consultant doing corporate advisory, M&A, and capital markets. I helped Ease raise $130 million and I merged it with Green Dragon, and that was really my entrée and my playoff win in cannabis. That's how I got in.
Bryan Fields: One of your focuses as an advisor is helping companies that are looking to grow capital and expand their business in anticipation of the industry opening up. Are there certain aspects of businesses, credentials, or criteria that make companies more attractive to investors?
Seth Yakatan: There are. I started really looking at cannabis because when I was in biotech I was so tired of constantly having to raise money for companies that don't sell any products. I said, gosh, there must be an easier way to do this — and in cannabis it's even harder. Part of the problem is that the biotech universe of investors is maybe 1,100, and the cannabis universe of investors is maybe 100. So the first thing is, it's really hard to get money into a cannabis company because there just aren't the number of people you can go to compared to any other industry. I think if you have something completely new that you've never done before and you don't generate revenue with it, it's really hard — a startup in cannabis is automatically harder than in any other industry because of the limited number of partners you can access. What seems to have worked in funding cannabis companies is having a physical asset — most of the initial money that flowed into cannabis was some type of real-estate-securitized loan or collateralized paper. If you have a physical asset you can own, buy, or leverage, your ability to bring in stakes becomes easier, depending on the investor. There are, in my opinion, six or seven models that function, meaning they have the capacity to generate positive net operating income before interest and taxes, and some of those have the ability to generate real cash flow. What you're seeing now is the more established companies — I'd say greater than $10 million in revenue — have a much easier ability to raise money because they've proven their model or seem more viable.
Kellan: A lot of investors got into cannabis around 2018 with the Farm Bill. Traditionally, when a VC firm or institutional investor gets into a private company, one exit strategy is taking that company public, and we haven't really seen a ton of private cannabis entities go public recently. Do you think that's going to change, and would that be a catalyst for more investment and a bigger pool of investors?
Seth Yakatan: I think that's a component of it. Most of the companies I was involved with before cannabis are what's called micro-cap — less than half a billion in market cap, listed on Nasdaq, AMEX, or the bulletin board. My bread and butter for 10-15 years was those kinds of companies. Almost every cannabis company has had to list on a junior exchange or reverse into a vehicle to access capital, largely through the Canadian public equity markets. The Canadian public equity market is robust but immature and inefficient — even if the public window reopens, capital access tends to spike and then disappear, an upside-down V, because the returns just don't match the hype unless you can get out. Where I think you get a catalyzing change is when you can access public equity capital in the U.S. capital markets, on Nasdaq or NYSE. I don't know if that's a Schedule III item or full federal legalization, but once that happens, you will see more money come into cannabis than has ever come into a vertical market in the history of primates — ever — because the relative amount of capital that cannot currently invest in cannabis is the largest pool of capital available anywhere in the world: U.S. public and private equity markets. Once that mechanism is unlocked, cannabis becomes tulip bulbs. Twenty companies make about 70% of the goods we all consume, and cannabis is just fighting for wallet share against alcohol, tobacco, wellness, CPG, and pharma. Those five verticals need constant growth and buy things they don't know how to do well — you're going to see that in cannabis. As soon as Procter & Gamble, alcohol, and tobacco companies come in, you're going to see so much money show up it will make 2016 look like seventh-grade Little League baseball. That's why I'm in cannabis — when that moment happens, I plan to be on the field.
Kellan: That's why I want to understand — for entrepreneurs building beverage or edibles brands looking to position themselves as attractive partners for investors — are there specific criteria, growth-at-all-costs versus profitability, that make a differentiator when the tides start to come in?
Seth Yakatan: I firmly believe there are six business models in cannabis that function under the criteria of generating cash flow or profit. Let's look at two or three. Cultivation, if you're not stupid about it, seems to work — whether you buy or lease the land, if you build a 400-to-600-light facility or an equivalent pod and grow good indoor product while keeping costs down, selling for $1,600-$2,000 a pound, that will cash flow. You don't need 25,000 lights. Cultivation done correctly, even at scale, can be profitable, and plenty of people who combine cultivation with a brand are profitable too. For me, profit is always going to win. Another model I find interesting is the inverse asset-light brand — making an edible or vape without building a physical asset, instead using an MSA to reduce capex, bringing in your SOPs, sales force, and a killer product, selling into MSOs in certain states. I've highlighted two companies that are masters of this: Timeless and Grön. Their products are amazing, the companies are super profitable, they haven't taken much outside money, they're founder-controlled, and they know exactly who their customer is. Then there's the 800-pound-gorilla model — I did a post on a company like this a couple weeks ago. Setting aside its baggage — everyone has that uncle they don't want to show up at the wedding — that company is a beast. They have significant sophisticated non-cannabis private equity, they've dominated the states they're in, they're real cannabis OGs, multi-state, and probably number one or two in every SKU in every state they're in. If I had to bet on somebody with the bandwidth, capital, reach, and product set to be a platform for rolling up other companies, it's probably them. All of these companies are scaled or scaling, and if you ask what investors look for, it's really: how do I get more money into companies like these? Because when Procter & Gamble looks around and sees $100 million of revenue at retail with a killer product and an amazing team, they'll say, 'I can't build that myself — let's go buy six of those.'
Kellan: How does the balance between the jockey and the horse work — between an experienced operator's team and infrastructure versus long-term positioning?
Seth Yakatan: The first thing I look at is whether it's a single decision-maker or a team. If it's a single decision-maker, how strong are they; if it's a team, how good is the team? I think what permeates the good companies is that even a single owner has figured out how to surround themselves with and empower a strong team to get it over the line. Every company I've promoted publicly has an amazing single founder or decision-maker and a great team — that's a big differentiator, though sometimes a great team still doesn't work. In my practice, I need mindshare from one of the decision-makers to be effective. There's a company I advise that got two term sheets from an investor who called me at 10:30 on a Tuesday night — because if you're not calling or texting me at 10:30 on a Tuesday, I don't have mindshare, and if I don't have mindshare, you're not going to listen to me. I'm not the smartest guy in the room, I've just had 500 hours of batting practice — I've been hit in the face by every pitch, so I can tell you what holes you're going to fall into because I've seen this movie 17 times and it pretty much ends the same way. What I like to say is I'm a sherpa — I'll take you to the top of Everest if I can, but the last hundred yards you have to walk yourself. If you don't trust me enough to get you there, it isn't going to work.
Kellan: How different has cannabis been from an advisory perspective compared to other emerging markets you've worked in?
Seth Yakatan: I subscribe to Myers-Briggs personality typing, and I see the same personalities as founders and CEOs of early-stage companies regardless of industry. Of 16 personality types, there are probably six I know I'm not going to get along with, four that are okay, and six I jive with. The eccentric, crazy founder shows up in almost every industry — often somewhat bipolar or on the spectrum in some way, and those are often the most brilliant, and also the ones I've had the biggest successes or failures with. It just depends.
Bryan Fields: Kellan, just to build on that — I think Sam Altman put it perfectly, that being an entrepreneur just means getting hit in the face every single day and having to make hard decisions repeatedly because things go wrong inevitably. Seth, is that the direction you're pointing to — that entrepreneurship in any industry is extremely hard, and cannabis just adds additional obstacles?
Seth Yakatan: Every industry has its own challenges. In cannabis, you're making up the rules almost every day as you go along, and depending on the vertical, it's really hard to make money. There's also a nefarious, invisible-hand aspect from the black market that no one can quantify, D8/D9 leakage, and the socioeconomic underpinnings — the three of us are having a conversation about weed while there are guys locked up for even having that conversation, plus social equity and gender equity issues that bind the industry in ways that pharma or biotech drug development doesn't face in the same way. So in this industry you're just hoping for moonshots. You guys remember that robot that landed on the moon a month ago and fell over? I hate robots, I'm anti-robot and anti-Tesla, but I was laughing so hard — it's kind of like, well, okay, I guess not. If we cut to a picture of Seth, that's me pushing over the robot and laughing about it. No robots.
Kellan: Do you look at the cannabis industry differently depending on whether it's a medical pharma company versus a recreational cultivation company, or is it all just cannabis to you?
Seth Yakatan: It's totally different. I try to pretend I'm dumb, but I have a classical quantitative research-analyst training mentality, so the first two questions I'm going to ask are what state are you in and what do you do — because I want to put you in a box so I can compare you against 15 other companies in that box and see how you perform. So it's cultivator, retail, vertically integrated — each has different metrics. That's how I look at it personally, because I want to compare you against the seven other things doing the same thing as you.
Kellan: I really want to get your perspective on the California cannabis market. I think most people assume the industry operates one way, but your perspective on operators thriving under really challenging conditions should be elaborated on.
Seth Yakatan: California is tough. Your cost of entry is extremely expensive, your tax base is expensive. I'm here, I'm not going anywhere — it's the eighth largest economy on the planet standalone, and the single largest cannabis economy on the planet standalone. It's hard for a number of reasons. One is that the promise of retail hasn't translated into results — you have an amalgamation of retail in concentrated areas where you don't need that much retail. California also put in a required third-party or self-distribution middle layer — we're all aware of the Herbl debacle, which really hurt the industry, compounded by the bespoke financing collapse. There's no vendor financing for cannabis companies, so when your single vendor-financing solution, LeafLink, pulls back and your second bespoke solution falls over, a lot of brands get hurt. So if you're a brand or a vertically integrated cultivator, you're not making a lot of money on your retail product, and it becomes more challenging. That said, I do think some people are succeeding — I can think of two or three vertically integrated cultivators with a brand who've been able to move 60-80% of their product into the bulk wholesale market legally at a very nice margin. I had the pleasure of touring People's facility down in Orange County a week or two ago — I believe they have the largest vertically integrated oil grow and extraction facility west of the Mississippi. They're moving about $2 million of distillate a week at a pretty good margin, and the scale is like an industrial pharmaceutical manufacturing plant. You definitely have people in manufacturing doing okay, but if you're just an asset-light brand or just operating retail, it's probably pretty hard to be successful in California — but I'm staying the course; long-term I think it'll still be one of the better markets.
Kellan: Without giving away the secret sauce, how do you see People's able to operate with such ferocity given the constraints — efficiencies, SOPs, technology, a combination?
Seth Yakatan: They were growers with a very visionary founder. He had a massive store in Orange County that they sold two or three years ago, then decided to create a couple-hundred-acre farm for himself in Lompoc and take over the oil market — and he did. They had farms in Salinas, sold them, had retail, sold it, and put everything into this farm, which is probably one of the largest outdoor oil extraction grows and facilities I've ever seen. They just had the capacity to do it and did it, and they're ripping now.
Kellan: I was listening to a podcast with Jeff Bezos where he talks about how in an emerging market, a lot of infrastructure isn't there yet, so advanced companies can't come in with advanced solutions until that infrastructure exists. With People's building this massive facility, do you anticipate that creating stability in manufacturing and opportunities for other entrepreneurs and brands to rely on that infrastructure?
Seth Yakatan: Maybe. I tend to think about it differently. If I look at who Wall Street investment banks think are the biggest MSOs in the U.S. — Curaleaf, GTI, Trulieve, Ascend, Ayr, TerrAscend, and Cresco — Cresco still has some marginal operation in California, but the rest have basically nothing there. If you're a multi-billion-dollar market-cap company and you're not in the biggest market, what are you doing? I look at it from the perspective that when the walls come down, these companies will have to move in and either take out somebody like People's, or somebody like Glass House — because they have the capacity to power flower into every state west of the Mississippi cheaper than anybody could imagine.
Kellan: If you had to guess, do you think it's an MSO that comes in and takes out companies like that, or an outside industry company seeing California as a prime opportunity?
Seth Yakatan: I think it's both. Look at what British American Tobacco has done recently — probably the biggest CPG company besides Constellation to publicly announce an investment into a cannabis company, because they need to figure out a strategy and more customers, and every cannabis customer should be a BAT customer. I think you'll see some MSOs consolidate or use their platforms as consolidators, and selected strategics come in and make acquisitions. Beverage is looking really hard — there's a guy out here named Jason Vegotsky who runs an outsourced sales agency called Pedalfast, who's taken money from a large liquor distribution family, teeing up that marriage. Look at what's going on in D8/D9 — my mentor and partner Nick Fano is now Chief Revenue Officer at Cann. There's going to be a vitamin-water story out of somebody in beverage — more money has gone into beverage irrationally in the last two quarters than I've seen go into cannabis in a while. I also think brand and SOPs become important — somebody like Mars might say, 'I need that hundred-million-dollar edibles company in 14 states that's international, because that's basically my customer,' and we could add companies like Wyld or Thunderstorm to that list alongside Timeless and Grön. Another company I love out of California is Level Pro Tabs — formulated like an oral, self-dissolving pill with rares and minors, indication-specific, the most pharmaceutically formulated product in cannabis, though it still looks very cannabis. If you re-skinned that packaging, it should be on a CVS shelf tomorrow. 1906 is another product in that same genre. Between now and 2030, I think there's an inflection coming, and when it happens there will be a flood of money, deals, and irrationality — and I plan to be dead center in the middle of it.
Kellan: I wonder how quickly that happens, given there might be bidding wars for the few brands that meet the criteria, which could mean a faster flurry of spending in anticipation of the moves.
Seth Yakatan: I think you'll see waves that are 18-to-24-month waves. You might remember in 2020 there were about 11 SPACs acting like giant battleships trying to put everything into them, and only about six actually happened. I think the day lawyers for Procter & Gamble say 'you're clear,' they'll probably have eight deals teed up, because the announcement will come long before the actual legislation — then you'll see a second wave. It's going to be a process over 24-to-36 months, but once the flag drops, it's game on. I'm already having those discussions — I don't really go to the bathroom without a strategy.
Kellan: If you removed the obstacles and took the handcuffs off some of these high-performing companies, could one of them expand outside cannabis and become a massive behemoth like a Procter & Gamble, given their sophisticated teams and cash flow?
Seth Yakatan: There could be, but I don't know that anyone has the capacity to think that big yet, because of the constraints put on them for so long — the general religious indoctrination in the industry is 'build to sell.' I think the first real lever is when 280E goes away. If cannabis is a $30-35 billion legal market, when 280E goes away there's another $3-5 billion that companies are currently paying in taxes that will stay in the industry. That will make the strong stronger and let the weak stick around, probably too long, but it will be the first real unlock. I also think you'll see big-into-big consolidation — you almost saw it when Columbia Care and Cresco tried to merge and that unwound. Looking at the big four — Curaleaf, GTI, Trulieve, and Verano — their aggregate market cap is about $2.9 billion; those are real companies. If I ran strategy or biz dev at one of those companies, I'd be buying everything profitable with my paper at a discount and amassing cash flow accretively, but none of them seem to want to do that, and I think I know why.
Kellan: Why do you think micro-cap stocks don't get valued like big-market stocks?
Seth Yakatan: I think no matter what they do, they don't believe they'll get the valuation appreciation, but it doesn't matter — the first thing I picked up in business school is that paper is not cash, dilution is not cash. If you can buy something with paper, buy as many things with paper as you possibly can for as long as you can, make it accretive, and buy cash with paper — it's going to work out in the long run.
Kellan: We're in agreement there, but it would be interesting if one of these executives took a completely different approach and said, 'I'm going to gobble up all these cash-flow-positive assets and be primed for when the walls come down and 280E gets removed — it's game time and everyone else will be chasing me.'
Seth Yakatan: It's a good thing I'm not running one of those companies, because I'd have a deal team of six Seal Team killers, calling every operator in every state, putting out term sheets, and buying ten things — buying a hundred million dollars of cash flow right now.
Kellan: That'd be some headlines. Cash flow is king though, right? That's the most important thing in this industry above anything else — it's the only way anyone pays their bills and expands growth, and all of that is directly tied to cash flow.
Seth Yakatan: All the companies I highlight, with very few exceptions, generate net operating income — almost 90% of them generate it even after interest and taxes. The theme for me is pretty consistent: just figure out a way to make money. If we have two decisions and one makes money and one doesn't, let's do the one that makes money. That's a good business.
Kellan: I wonder if the integration of those assets together is the biggest headache — maybe one plus one doesn't equal three immediately, and there's some shell shock too, since past deals haven't always worked out as described.
Seth Yakatan: It has, but you bring up a great issue — integration. Before cannabis, I'd have considered myself a pretty knowledgeable M&A professional, and 40% of the M&A deals I've seen fail because integration is a disaster. Buying a company is a skill, but successfully integrating it is really the skill — how many stories have you heard about someone's uncle who sold his company and the buyer ran it into the ground because they didn't know how to treat people? You hear that a lot about strategics and private equity acquisitions that only care about the dollar, not the person. The ones that are most successful figure out how to do it right, but I haven't yet seen anybody who's an expert integrator in cannabis, because you usually have to cleave off so many dying limbs that it becomes problematic. Mammoth recently announced a transaction with Papa & Barkley — I love both companies, and for the people I looked at it for, we decided not to do anything with Papa & Barkley — but I think Mammoth's ability to manage that integration, since they've now acquired one or two things, will be a real testament to their capability. I've been keeping my eye on that one.
Kellan: Do you think integration success is more tied to the personality of the leadership team or a broader cultural aspect of the company?
Seth Yakatan: It's a cultural ethos. Usually, if one person is a Republican and one is a Democrat, you're probably not going to agree on abortion. It's similar in an integration — say you have a $100-million-revenue, $10-million-EBITDA business making pencil erasers, owned by one guy his whole life. If he'd fired half the people, put in robots, and gotten rid of the janitor who'd been there 35 years and put his kids through college, it might be an $18-million-EBITDA business. What's a financial investor going to do the first minute they walk in and realize that? So it's less about the success of the deal and more about the culturization of it. I've seen companies mess up a business because they didn't understand the value of the customer or the relationships they were buying. I've seen people who culturally believe in sales at all costs versus profitable sales, and that can kill an integration. Usually, unless it's a rare exception, the buyer's cultural ethos dominates, especially if the buyer is bigger than the seller. It's also about alignment of incentives — if you're the founder building relationships with employees and customers, your incentives align with them, but a buyer coming in cares about money. In that pencil-eraser example, if a private equity buyer can use more bank leverage on an $18-million-EBITDA business than a $10-million one — say 18x versus 10x, meaning $54 million of debt capacity versus $30 million — their incentives don't align with keeping the janitor or the college fund. Sometimes it's not that private equity guys are bad people, it's just business — which sometimes is greed. One of the most important things I ever told a CEO is that it's really hard to do the right thing as a human being a lot of the time in that role, because the numbers all lead to the same conclusion, even though the emotional alignment for the founder is very different. I've seen it all — it's very rare that I'm surprised by anything anymore.
Bryan Fields: Let's switch gears to a prediction. As the cannabis industry transitions toward a more mainstream market structure, what key elements do you envision as crucial for companies aiming to establish enduring, resilient business models?
Seth Yakatan: Stay in your lane. What was pervasive at the beginning was 'we're going to try and do everything,' and I'm not sure that's worked. If you're good at what you do, stay in your lane. The other thing I still see that annoys me is building to projected demand instead of actual demand — we've all seen facilities like the one in New Jersey, when in Ventura, California, there's the second-largest contiguous greenhouse facility in North America. You don't need a huge greenhouse in New Jersey if you've never grown weed there before. The companies we've talked about are the ones that owned and dominated a market and then applied those teachings and principles to expanding into another market with growth capital, deploying the same model to gain share and scale profitably.
Kellan: I'd add systematic improvement and efficiency — Coca-Cola's recipe isn't what it started with a hundred years ago. Systematic improvements lead to systematic market share gains. Grön didn't start in a bunch of different states, it started in a kitchen, systematically improved its formulation, became profitable, and used that revenue to expand. Focusing on efficiency and systematic improvement helps you stay in your lane even more and makes you more valuable when the unlock actually occurs.
Bryan Fields: I'd add understanding your COGS, especially as a producer — knowing exactly what it costs to produce a product is critical. As tools from mainstream agriculture or processing industries come into the market to alleviate unknowns and improve efficiencies, the bottom-line improvements can be nearly instantaneous, but adopting those technologies requires the cash position to deploy those resources and scale.
Seth Yakatan: The other thing I've seen — and I'll bring up four companies — is that they're all obsessive about the quality of their product and brand: Timeless, Grön, Pure Beauty, and Golden State. I talk to the founders and management of all of them regularly, and they all have the same story — iconic brand iconography, so recognizable in the industry that it could cross over into CPG, and the founders are maniacally obsessed about their brand ethos and product quality. Rocky and Josh at Timeless are not going to do a brand collab and put out a product they don't think will rip. Christine at Grön is not going to release a product she hasn't formulated, tasted, and tested to her standard. Nishant at Golden State is borderline obsessive about how his brand looks, its colors, its website — they put together a dispensary that's the most beautiful store I've ever seen, consistent with the entire brand iconography. Pure Beauty's founder has crossed over into trendy CPG territory and become associated with the 'dog walker' — most people I know in other states don't even know Pure Beauty by name, just as that really cool dog walker brand. Level Pro Tabs is the same way — obsessive about the customer experience being the same every time and being awesome, not just good or great. Graham at Glass House is in that facility every single day checking on everything — it's an enormous facility, so you'd better be there every day. Mammoth is maniacal about vape quality and about anti-counterfeiting, protecting the brand from being bitten and black-marketed. That obsessiveness — over brand iconography, quality metrics, and protecting the user experience — is what separates okay from good, good from great, and great from excellent.
Bryan Fields: For our listeners who want to get in touch and learn more about your writings, where can they find you?
Seth Yakatan: I'm on LinkedIn — you can hit me up there, or through my website, Katan Associates; drill into my contact info on LinkedIn and you can email or DM me. I respond to everybody, though you might not like what you hear — I don't waste time and I don't mince words if I don't know you and don't think you have anything worthwhile, I'll be blunt about that. I speak a lot — shameless plug, I'll be at the Benzinga conference in Florida in April, on stage and in South Florida for a few days. Would love to connect, just hit me on LinkedIn or the website.
Bryan Fields: Awesome, we'll link it up in the show notes. Thanks for taking the time, this was a lot of fun.
Seth Yakatan: Thank you guys so much, really appreciate it. You woke me — you awoke the Kraken today, and now I'm ready to go for like two more hours. I need a bio break and then I'm ready for the second hour of the show. Let's go!