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Mike Ferguson – Evaluating Ownership Options: Navigating Both Management Group and Hospital Ownership image

Mike Ferguson – Evaluating Ownership Options: Navigating Both Management Group and Hospital Ownership

S1 E87 · This Week in Surgery Centers
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67 Plays23 days ago

Mike Ferguson, President of Horizon Solutions, joins us to conclude our three-part series on Evaluating Ownership Options for ASCs. As an expert in working with ASCs and OBLs, Mike sheds light on one of the more complex ownership models—when physician owners, a third-party management group, and hospital partners are all involved. In this episode, Mike shares practical strategies for navigating the challenges of balancing different priorities, fostering collaboration, and keeping all stakeholders aligned to ensure the success of the ASC.

In our news recap, we’ll cover ASCA’s comments for CMS on the 2025 proposed payment rule, California’s new Data Exchange Framework, where providers and payers are increasing their IT spending, and, of course, end the news segment with a positive story about Aaron James, a man from Arkansas who received a whole eye transplant.

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Transcript
00:00:01
Speaker
Welcome to This Week in Surgery Centers. If you're in the ASC industry, then you're in the right place. Every week, we'll start the episode off by sharing an interesting conversation we had with our featured guests, and then we'll close the episode by recapping the latest news impacting surgery centers. We're excited to share with you what we have, so let's get started and see what the industry's been up to.
00:00:27
Speaker
Hi, everyone. Here's what you can expect on today's episode. Mike Ferguson is the president of Horizon Solutions, which is a management group that works with ASCs and OBLs. He is on today's show to help us wrap up our three-part series on evaluating ownership options. There are so many possibilities when it comes to ASC ownership models.
00:00:51
Speaker
And one that can get a bit tricky is when there are three parties involved. So you have your physician owners, a third party management group, and then hospital ownership. So Mike talks about how to navigate that dynamic, juggle differing opinions, and keep everyone happy and on the same page. In our news recap, we'll cover ASCA's comments for CMS on the 2025 proposed payment rule, California's new data exchange framework,
00:01:20
Speaker
where providers and payers are increasing their IT spending and of course, and the new segment with a positive story about Aaron James, a man from Arkansas who received a whole eye transplant. Hope everyone enjoys the episode and here's what's going on this week in Surgery Centers.
00:01:43
Speaker
Hi Mike, welcome to the show. Hey, thanks a lot. like Happy to be here. Can you please tell our listeners a little bit about yourself and Horizon Solutions? I would gladly. Sure. So my name is Mike Ferguson. I'm the president and a co-founder of Horizon Solutions. We've been around since 2021. So we're in the field of management companies. We're a startup company. I've been working in the OBL and ASC world since 2011, where I started and ran a division at a company called Spetranetics.
00:02:16
Speaker
And then a special next was purchased by Phillips. And then I went over and took over the Phillips Symphony Suite team in 2017. And then retired from Phillips in 2021 to start Horizon Solutions. Our company has one goal was to put the the physicians and the patients first. And we look forward to having this conversation with you today.
00:02:38
Speaker
Perfect. Thank you. So we are working our way through a series that is all about evaluating ownership options. We've covered MSOs and we've covered the benefits of selling a minority's stake, but I'm excited for our conversation today, which will focus on how to navigate having three entities involved. So the physician ownership, the management group ownership, and hospital ownership as well. So what does it look like when you have these three parties involved?
00:03:08
Speaker
but First of all, it's a great question. We've done partnerships in many different ways. Obviously the easiest one to do is just the two partnership model where the physician and a management company. This allows a larger ownership model for the physician group. However, it also has involved a larger financial burden on the physicians or the partnership and can create a a referral ah challenge.
00:03:31
Speaker
By in the hospital, the referral patterns that seem to be less disrupt disruptive, and a physician in a partnership can leverage the resources for products that ah may be needed for an ASC.
00:03:43
Speaker
However, the financial gain may not quite be as lucrative for our position when a hospital is involved, because as we see most of the time across the United States, ah hospitals are looking for a larger ownership stake, and sometimes that's that ownership stake can be upwards upwards of 51%. Going back to the hospitals and using their contracts, most management companies have established contracts and resources with vendors as well. That allows the partners to benefit from their negotiating expertise.
00:04:11
Speaker
and helps reduce the overall capital expense of the ASC. So to circle back to your question, really a partnership with the joint venture of the hospital or a two-way partnership just with a physician group and a management company, they both had their pros and cons. And the only way to really make the correct recommendation is to start the conversation to best understand the ah current and future situation.
00:04:34
Speaker
Sure, that makes sense. How do decisions get made though when there are multiple ownership interests and potentially each have different priorities?
00:04:47
Speaker
That's another great question. So ASCs are set up with the government board. So on typical government board, ah you typically have an X amount of number of physicians on the board. And the reason I'm saying X is all depends on how many physician partners are in in the, in the ASC or the government board. ah You'll have X amount number of physicians. You'll have one representative from a management company. And then in the case of ah a joint venture or a hospital, you typically would have one hospital representative as well. So then the board would then vote and agree on an operating agreement.
00:05:17
Speaker
that will have all the rules on how an ASE will operate. And additionally, if you look at any kind of purchases that the ASE will make, there's will be there'll be limits set up by the board. And anything that goes over the limit has to be approved by the governing board of that ASE. So decisions are made not by one or by management companies, made by the group. It's made by the government and board. And the government board is there to help direct the ASE.
00:05:44
Speaker
I gotcha. So when you're setting up this structure with the JV and the management group, all of that like kind of decision power is already set up in the operating agreement. It is. It's all designed in the operating agreement of the ASC. And again, even the operating agreement is voted on by the government board as well. So all parties involved has and and have an understanding of what the operating agreement looks like and what it states.
00:06:12
Speaker
Perfect. So when you do get to that tricky spot, hopefully it's black and white of how you move forward because it's already in the agreement. Completely 100% correct on that. Gotcha. So I would imagine that doesn't always play out as perfectly as everyone would like it to. So what are the, some of the most common challenges in balancing those goals and expectations?
00:06:35
Speaker
Yeah, we have two two main challenges that you see in every AAC that you you develop, you manage, you build timelines and costs. And I'll start off with timelines to begin with, because when you look at somebody building their investments in AAC, this is probably going to be the largest investment they'll ever make. And they'll make this investment one time in their life. Most of these AACs, you're looking at investing more than maybe a physician would pay for his house.
00:06:58
Speaker
So you obviously want to get things up and running and and and do to the most reasonable price point as possible. Timelines, timelines are tricky. City and state approvals come time to take us up to three to six months just to get the approval on the construction, the design, the architecture of the building. And when you start to do into all the designs and architectural drawings,
00:07:21
Speaker
you're already adding costs to the cost of the center before your doors even open. Once we get to the construction phase of an ASC, those that that seems to go a whole lot easier for us than the initial city and state approvals. Construction, you can obviously see things being built. You can see walls going up. You can see movement. But in the early phases, you don't see that movement when you're trying to get approvals from the city.
00:07:44
Speaker
Once the what's this ASC is finally approved and finally built out, we then have to go through a series of surveys and inspections to get all the licenses and get everything approved. That takes time as well. And then once we finally get everything approved to get the ASC up and running, our next step is typically to do the first 10 cases to submit for our Medicare number.
00:08:04
Speaker
Once you get the 10 cases done and you submit for the Medicare number, ah you're looking at a process that can take up to three to four months before you really get your Medicare number. And that's key to the success of an ASC. but the med Without the Medicare number, we can't do Medicare patients. And Medicare patients are a big driver in the ASC. So it's a lengthy process. And there there's no sharp cuts that you can risk. we make up You make one hiccup in getting all these surveys and inspections done.
00:08:31
Speaker
and we get a denial from the city or the state or from CMS. You're looking at adding three to six more months to the timeline before that ASE can actually open. And then the other part is obviously the cost. The cost is something that Horizon Solutions takes on up front.
00:08:48
Speaker
so that we're we we don't want to have anything stop the fart moment or the ASC moving. A typical ASC buildout can go from anywhere it's from 500 to $750 per square foot. So if you're looking at a 7,000 square foot ambulatory surgical center, that buildout can be $3.5 million dollars plus before you add any kind of equipment into the ASC.
00:09:10
Speaker
Now, this cost can be negotiated and lowered down. Our team here, we do a very good job of negotiating that, but it's a big risk to the success of an ASE if you don't, if you end up overpaying for construction, overpaying for products, overpaying for supply. The chances of that ASE getting the profitability in a short amount of time is, I would say, extended because you overspend on the front end.
00:09:40
Speaker
Sure. Now, okay. So all that makes perfect sense for de novo or a new build. What about for an existing surgery center that's already up and running? What common challenges do you see there? Are some people always expecting growth or I say everyone always wants more money, but what what issues do you see come up there?
00:10:04
Speaker
Yeah, for an existing AC, what you typically see the issues that we're running into is you run into staffing issues. Just to be fair, I published a paper years ago on why labs fail. And it's interesting when you did, when you did that research through a third party company, staffing was the main issue of why labs fail. I'll see the cost of the staff and typically represents about 26% of the other, other profits, just another paper, your staff. And if you have a situation where you continually have a revolving door with your staff. ah You're continually training people, you're continually trying to hire people. It just makes it makes the chances of that lab being profitable ah so much lower because just because of the staff issue. then cost goes It comes back to cost too. If you're hiring staff and and overpaying for your staff,
00:10:53
Speaker
I'll say that's all going down to your bottom line. And without without having a good grasp on your staffing policies and your staffing issues, you run yourself at at risk of overspending for something that you really shouldn't be overspending on.
00:11:09
Speaker
Yeah, the staffing piece of it is is so stressful right now, as I'm sure you're seeing with your clients as well. It's just so top of mind, so difficult to keep good staff in and hire new staff as well. It's hard to find. and we're starting to see We're starting to see more and more travel. Staff and agents come into the picture, which is great. They have the ability to have the staff there and available.
00:11:38
Speaker
But we also know that when you're hiring a staff and agency, we're paying a premium for those agency nurses and scrub techs and RTs and all. So we try to do our best to try to find local staff and fill up our labs with with good quality people. Yeah, absolutely. You mentioned the bottom line, so I want to switch gears a little bit. ah What role does equity investment play here?
00:12:06
Speaker
Big real, right? Everybody wants to, everybody wants to join and everybody wants to be part of an ASC, seems especially in the cardiovascular side of the world these days as well. If you're an equity investor in an ASC, it allows for you to have a say so on how the business is being ran. to keep This is key to keep in a successful ASC with a partnership and with the physicians.
00:12:28
Speaker
physicians should look for what kind of equity a partner may be looking for. And I think this is key. Sometimes you hear some people wanting sweat equity. So they'll put in the time upfront and do all the work to get all the inspections and set in the other and then they expect a certain percentage of that equity to come back in in return for the work they've done.
00:12:48
Speaker
And then other companies, people will come in as a capital investor and buy into the equity. Our model is to have that capital investment. Having, picking the right partnership that has that capital investment coming in with their services will allow the physicians to lower their actual out-of-pocket costs of bill without an ASE.
00:13:09
Speaker
And it goes back to the earlier questions we we discussed earlier as far as ah ownership models and between JVs and this, that, and the other. Having having multiple equity partners in can help lower the cost of that ASC. We all ask a left on also understand that. Physicians are super busy.
00:13:25
Speaker
They don't really have to have the hours in the day to help run that ASC, so having a good business partner that's invested in the success of the ASC will allow that ASC to run a little bit more fluid and hopefully get the profitability a lot quicker. So hopefully I answered that question. Equity, being an equity owner in an ASC, having the ability to have a say so on how that business is going to be ran and having a say so on the decisions that are being made is key to the success of an ASC.
00:13:56
Speaker
Yep. So who can invest in an ASD? Cause I know we have some rules and guidelines here. Yeah. Yeah. Investing in an ASC for like an interventional physician or a surgeon is really easy. There is a rule, as you mentioned, called, I was called the one third rule. So one third of their surgical volume or interventional volume has to be done in an ASC for a physician to be a part owner of an ASC.
00:14:23
Speaker
It's pretty important to track all that. Management companies will track that and give feedback on a monthly basis in regards to volumes and who's doing what and how that compares to there there're their annual numbers. It goes back to having the right management company as well because eventually This has happened, unfortunately. Physicians who want to invest do not bring one-third of their volume to the ASC, and then discussions have to be had or held, I'm sorry, with those particular physicians to really talk to them about how to increase their volumes or potentially look at possibly moving them out of an equity investor of an ASC.
00:15:02
Speaker
Now you can also have non-interventional, non-surgical partners invest in an ASC. Their options are more based on real estate and capital equipment area. So a financial partner could come in and invest in an ASC. They could be part of the real estate package and then buy into the real estate. The real estate is then paid back via the ASC, the rent.
00:15:26
Speaker
over a period of time at a fair market value rate, very similar to what maybe a bank might loan the loan the ASC. but the And they and an option two would be going through the capital equipment side of things, where they can come in and invest in the big iron, the x-ray machines and whatnot, and and invest in the capital equipment side.
00:15:47
Speaker
And in much like the same way as a real estate, they would have a four fair market value interest rate tied into that. they they'll get their They'll get their money back through the int interest rate. The capital side of the business or the investment seems to pay off a lot quicker than not like quicker than the real estate. So sometimes you see physicians wanting to do the real estate more so than doing the capital side of the business. Yeah, that's super interesting. So at what point Does that investment come into play? Is it when they're first investing into the surgery center, let's say it is a de novo, or could it be five years down the road if they're looking to expand, ah physically expand, or get new equipment for new specialties? How does that work? The simple answer is from a real estate standpoint, it's always up front at the beginning of the process. So we're identifying a piece of land we want to buy the property and we get people that want to invest in it.
00:16:42
Speaker
ah You did mention five years down the road and maybe we want to expand. What we are seeing right now is there's a large number of office-based labs or OBLs out in the United States today. And these OBLs are wanting to move into ASCs. A lot of these OBLs, I apologize, are not built for ASC specs.
00:17:02
Speaker
So you're having to expand or re or rebuild. So you're seeing opportunities for established practices to step away from their OBL, to build out an AIC, and you're seeing the opportunities for people to go ahead and invest in a real estate. Very cool. Yeah. we just did a episode, maybe a month or two ago, just about all the OBLs that are coming into the landscape. Now, five years ago, that was not a term I even knew. And now I feel like we're talking about OBLs all the time.
00:17:34
Speaker
I've made a career out of it again since 2011. I presented different national conferences on OBLs and ASCs. I'm very confident that the the OBL world is, it was there and it is continues to grow. And, but I do see a big trend to everything switching to ASCs now. Interesting. All right, Mike, we do this every week with our guests. What is one thing our listeners can do this week to improve their surgery centers?
00:18:03
Speaker
three One thing, how about if I give you three quick answers? Billing and coding is the first one. Billing and coding is the lifeline of ah of an ASC, making sure that the billing and coding, and really the revenue cycle management, I'll tie both of those together, so I'll just give you two answers. The billing and coding and revenue cycle management part of that of any ASC is the lifeline, the lifeblood of that ASC. Making sure their billing and coding is being done accurately and that they're not getting a exorbitant amount of denials. And if they are getting denials, making sure that they're being promptly followed up on, so that those denials can be flipped if possible. But what I see typically, ah a one-man ASE or two-man ASE that may have a million dollars in denials, that's a gut punch to that ASE. You have a million dollars sitting out there and you still have payroll and whatnot.
00:18:59
Speaker
We do get a lot of calls from physicians, maybe not wanting to partner with us as far as investors, but wanting some help on Mr. Billman and the revenue cycle management to better understand why their business is struggling. And then the second part of that answer, I would say payer contracts. They're difficult to get a handle on. Having somebody in the ASC with that kind of expertise and making sure that those payer contracts are paying what should be the fair market value of those contracts. So you've got to constantly have somebody negotiating with them. That's a key part of our business here at Horizon Solutions. And we constantly stay on top of these big payers to make sure the payer contracts are set up in a fashion to where everybody can win. So without without proper billing and code and revenue cycle management, without the proper payer contracts, you're really putting that, you're really putting your AOC at risk.
00:19:54
Speaker
That is great advice. Thank you so much for coming on today. We appreciate it. Thank you and I enjoyed it. Take care.
00:20:05
Speaker
As always, it has been a busy week in healthcare, so let's jump right in. ASCA has officially submitted comments in response to the CMS 2025 proposed payment rule for ASCs and HOPDs. And here are the three areas they focused on.
00:20:24
Speaker
The first is the use of the hospital market basket to update ASC rates. So ASCs may see a 2.6% average updated payment rates, combining a 3.0% inflation update from the hospital market basket and a 0.4% productivity of reduction.
00:20:43
Speaker
ASCA successfully extended CMS's five-year trial of using the hospital market basket to update ASC rates through 2025, which would align ASC and HOPD payments. However, rising costs like staffing supplies and anesthesia outpaced this update, so ASCA is advocating for continued use of the hospital market basket to better address these expenses.
00:21:06
Speaker
So hopefully they'll approve that. I think the trial, the five-year trial that they did went extremely well, at least on our benefit. I do think I'm hopeful that they'll extend it. I think it's definitely the right call, especially with the trends we're seeing with payers pushing more and more procedures to be done in an outpatient setting. It just makes sense to give us the same rates. So we will see, but they are of course advocating for it to extend.
00:21:31
Speaker
The second area of focus was the ASC covered procedures list. You might recall that CMS created a new, bear with me here, it's called an ASC CPL pre-proposed rule recommendation request process.
00:21:47
Speaker
that closed back in March, so ask I had submitted a bunch of codes to be added. Basically, it was just an online portal in the beginning of the year that opened up where you could make those pre proposed rule recommendations before the proposed rule came out.
00:22:03
Speaker
So when the proposed rule did come out in July, CMS did not include any of the codes that ASCA had submitted back in March, but did propose to add four medical and 16 dental surgical procedures to the ASC CPL for 2025.
00:22:19
Speaker
So when Aska's comments that they submitted last week, they focused on the and the procedures that they had submitted back in March, which was the cardiac ablation and spine codes, citing published studies regarding the safety and success of these procedures in outpatient settings. They also criticized CMS's lack of transparency for not publishing the list of codes submitted through that pre-proposed rule recommendation request process back in March.
00:22:49
Speaker
And lastly, the third area of focus, of course, the ASE Quality Reporting Program. So CMS proposed to add three new measures to the ASE QR Program, and those three measures would be the Facility Commitment to Health Equity Measure.
00:23:07
Speaker
Honestly, this one is super confusing to me. I have read as much as I can about it. I still don't entirely understand it. Please read Aska's comments and the rule itself. But basically this measure is to assess a facility's commitment to health equity by using equity focused organizational domains aimed at advancing health equity for all patients. In theory, I think it sounds lovely.
00:23:32
Speaker
In practice, I'm confused. It's a major word salad, but that is one of the measures that they propose this time around. And then the second two are connected. So the second one is the screening for social drivers of health measure, which includes screening for health-related social needs of patients across five domains, food insecurity, housing instability, transportation needs, utility difficulties, and interpersonal ah safety.
00:24:01
Speaker
And then the third measure, which is connected to that one, is basically just reporting the rates of number of patients who screened positive for those five social drivers of health that would have been found in the screening from measure number two. So, ASCA did oppose these three new measures in its comments, their reasoning being none of them have been tested in the ASC setting, and ASCA does not believe ASCs are the appropriate setting for collection of much of this information.
00:24:30
Speaker
I actually do think it's incredibly important that ASCs are screening for these types of things. Now, whether it needs to be reported is a whole other conversation, but finding these these social determinants or these social drivers of health are incredibly important to patient outcomes, right? If somebody doesn't have a home to go back to to recover, if they don't have meals prepped for them, if they live alone and They don't have proper care. They just had knee surgery. They can't get to the bathroom. They can't get to the kitchen to to eat. but but They took the bus to get to you, but they need they need a ride to get home. These are just types of things that could impact their outcomes and the safety of their recovery and the success of their surgery. so
00:25:17
Speaker
Whether it needs to be reported is a whole other conversation, but I think in general, it is incredibly important that ASCs are pre-screening for these types of issues during the pre-assessment process. In the summary that Kara Newberry provided through ASCA, she adds a lot more color to what I summarized here, and also a bunch of additional considerations. As always, willll link to we'll link the full article in the episode notes, and I would recommend reading it in its full.
00:25:45
Speaker
And as a next step, the final rule is legally required to be released by November 2nd. It does typically come out a few days prior to that. So I will provide an update as soon as it comes out. All right. Our next story is from Healthcare care Dive and it's all about California's new data exchange framework known as DXF for short.
00:26:08
Speaker
So the goal of the DXF is to ensure that every provider, so whether you're at a doctor's office, a social services agency, or an ER, Every provider could access essential information about every patient that comes through. Signed into law by Governor Gavin Newsom, the DXF is the first statewide mandate to integrate health and social services data. The hope is that this framework enables secure real-time information and helps to overcome kind of those outdated paper-based systems that just make more and more siloed medical records.
00:26:45
Speaker
I feel as a patient, this is something that we expect, right? You go from one doctor to the next and you're like, can't you just pull it up? And if you work on the back end of healthcare, you know how extremely difficult that is. No, we can't just pull it up. But I think this is going more in the direction towards what the consumer wants and also will have tremendous benefits to patients as well and providers.
00:27:08
Speaker
What's unique about this is that it also wants to connect social services. So that'll give a provider a complete view of a patient's health and being, which would include those actual, the social determinants of health we talked about, ah which are crucial to delivering informed care. So what's cool about this is that it won't create a new technology system that everybody has to implement, or it's not a centralized data of repository.
00:27:35
Speaker
Instead, it just establishes clear guidelines for secure data exchange and requires cooperation between all all parties. So thousands of health and social services entities are set to begin the exchange. Some are still adapting and then other smaller entities have until 2026 to join.
00:27:54
Speaker
So I think this is an excellent idea and one I think a lot of people have dreamt of but never thought it would be possible to actually come to fruition. I know Massachusetts is working on a similar initiative. I believe the focus of theirs is going to be on the opioid crisis instead of patients who are able to hop from doctor to doctor to be able to manage their addiction. Instead, everyone will have insight to the same information and can hopefully bring down some of the addiction rates.
00:28:21
Speaker
so similar concept, different goal, different side of the country. But anyway, I'm super excited to see how this gets rolled out and how it all shakes out once it's in use. All right, third story here. According to a report by Bain and company in class research, 75% of US healthcare care providers and payers have increased their IT spending over the past year with a strong focus on cybersecurity and AI.
00:28:49
Speaker
I'm sure you all vividly remember the high profile cyber attacks, like the one on Change Healthcare care in February, which affected about 70% of the organizations that were that participated in this survey. Side note on that, I actually just got my letter in the mail from Change Healthcare care a few days ago that my data was compromised. I figured I would, as most of you probably did as well, but just crazy to see the ramifications still lingering over seven months later.
00:29:17
Speaker
But as a result of that breach, many are now investing in cybersecurity measures, of course, such as auditing internal systems and point production endpoint protection and security training.
00:29:29
Speaker
And on the AI front, about 15% of providers now have an AI strategy, which is up from just 5% last year. Much of this investment is aimed at clinical workflow optimization with tools to reduce administrative tasks, generate clinical note drafts, and streamline RCM practices.
00:29:49
Speaker
So as IT t spending continues to rise, the report suggests that both providers and payers are more willing to experiment with advanced tech like AI and natural language processing to improve outcomes, drive ah ROI, save time, and combat staffing shortages.
00:30:06
Speaker
And to end our new segment on a positive note, back in November, I shared a story about a man who received the world's first whole eye and partial face transplant. And today I have an update for you. So Aaron James of Arkansas lost most of his face in a high voltage accident at work. The 46 year old received the world's first whole human eye transplant. And this week, a study revealed the clinical outcomes.
00:30:33
Speaker
While James cannot yet see through the donor eye, and the study shows that it has maintained normal pressure and blood flow and retained its size. So Dr. Dedania, who is a retina specialist at NYU Langone Health, where the procedure was carried out, said the outcomes we're seeing after this procedure are quite incredible. The lead surgeon, Dr. Eduardo Rodriguez, said We've done the work to transplant an eye. We now need to do more work in understanding how to restore sight to the eye. But Aaron James, the patient said, I'm pretty much back to being a normal guy. This has been the most transformative year of my life. I've been given the gift of a second chance. I don't take a single moment of it for granted.
00:31:17
Speaker
Of course, when I saw there was an update, I was hoping his site had been restored. But regardless, Aaron is extremely happy with the outcome so far. And by being so willing to try anything with his doctors, I know everything they're learning along the way will help so many people after him.
00:31:34
Speaker
And that officially wraps up this week's podcast. Thank you as always for spending a few minutes of your week with us. Make sure to subscribe or leave a review on whichever platform you're listening from. I hope you have a great day and we will see you again next week.