Critical Business Issues and Strategies for ASCs Resulting From COVID-19

Date: April 24, 2020
Hi, everyone. I’m Bernie Grondin, a partner in McDermott Will & Emery’s Miami office, and I’m pleased to welcome you all to our virtual conference titled “Critical Business Issues and Strategies for ASCs Resulting From COVID 19”. First and foremost, at MWE we hope that everyone is staying safe, healthy and sane during these tumultuous times. As I’m sure everyone listening, watching and/or participating in this webinar knows, COVID 19 has had a tremendous impact on the ASC industry. Beginning around March 18th when CMS recommended that all non-essential procedures be postponed until further notice, and on March 19th when the ASC association released guidance regarding what might constitute a necessary surgery during the COVID 19 pandemic, the industry has experienced a dramatic financial and economic loss.
Having said that, there’s currently some movement in a potentially positive direction. The White House recently announced new guidelines for reopening parts of the country, depending
on a state’s progress in meeting certain criteria, which appeared to loosen restrictions on elective
procedures and medical visits that have all but ceased in recent weeks. Specifically, in phase one
of using social distancing restrictions, elective procedures can resume when clinically necessary and appropriate on an outpatient basis. And in phase two, inpatient elective procedures would be able to resume as well. In light of these developments, we’ve planned and put together a great agenda for today’s virtual conference. In particular, we will begin by hearing from a panel CEOs in the industry, which will be moderated by my partner, Jerry Socal. Then, we will have a panel of ASC dealmakers discuss the M&A landscape, which will be moderated by my partner, Amanda Jester, and we’ll close with a brief regulatory update from my colleagues Adam Rogers and Jason Karen. As a quick housekeeping note…, if you send your comments, please feel free to submit them, but if you want to response, don’t make that anonymous. Leave us your contact information so we can respond. We hope that you enjoy this virtual conference on the ASC industry. With that, I will turn it over to Jerry and the CEO panel.

Thank you very much Bernie, and welcome everyone. We’ve been having, McDermott has been having a series of conferences, a lot of this is that we typically, coming up in May, in Nashville have, a joint PPM ASC Symposium that has upwards of 700 attendees from around the country. It’s an incredible event. Obviously, that’s not happening. And so, in lieu of that, we have
been having virtual conferences that have been really valued by our attendees. And so, this is really the third in that series, and we’re very excited to have with us three really seasoned, experienced executives who are going to shed light on what they’ve been doing and what their vision is for the future of the ASC industry. So, the three Panelists that we have, we have Eric Evans, who is CEO and on the board of Surgery Partners, a backed ASC company, one of the largest ASC companies in the country. We also have with us DJ Hill, who is CEO
of Compass Surgical. DJ has been around the ASC space for a couple, or a few decades. He probably doesn’t want me to age him, but certainly very experienced and comes from a different view of managing a number of ASCs, always involved in ASCs, but he’ll give you color on that, but different than Surgery Partners. And finally, we’re honored to have David Young, who is CEO and President of Physicians Endoscopy. Physicians Endoscopy has been a, just like Surgery Partners, a long time ASC company focused, as its name implies, on endoscopy, and they moved into the PPM space. And we are, and they’re backed by Kelso, and so we’re honored to have David join us as well. The first thing I’m going to do since I just briefly talked about it., can you, I’d like for each of you just to take a minute to tell us a little bit more about your company? Why don’t we start with Eric?

Great Jerry. Good afternoon. Nice to join everyone. Thanks for the opportunity. Like Jerry said, my name is Eric Evans, I’m privileged to serve as the CEO of Surgery Partners. For those of you not familiar with our company, we’re about a 2-billion-dollar net revenue company platform of 113 ASCs and 16 surgical hospitals across 30 states. We are the largest independent, when I say independent, we’re not owned by a big health plan or health system which gives us, I think, unique advantages, but the largest independent, short stay surgical platform across the country. Certainly, it’s been a company that many of you know for years, has kind of been put together over 20 years of M&A work and we were really going to focus the last couple years on driving integration and, you know, working on our value proposition. Very, very proud of our company and colleagues during this tough time, and, you know, like my colleagues on the panel, our industry creates incredible value. We’ve done some internal calculations. We believe that last year, collectively, our short stay surgical hospitals gave the health system $700 million as compared to using alternative care sites. We believe strongly in our value position. Our mission is to enhance health care for partnership. And we do that working with our very strong, excellent physician partners and, of course, our team of colleagues out in the fields. So, delighted to be here today and look forward to the conversation.

Thank you, Eric. DJ.

Yeah. Absolutely. Thank you, Jerry and McDermott for hosting this conference. Hope everybody is safe as we work our way through this together. A little bit about Compass. Compass was formed in 2011, there were four key executives who were together previously,
and they formed or, became, and still are, the core executive team. The firm is privately held. We start in the East Coast, North Carolina base. We’ve expanded west of Texas at this point. We’ve done 18 total projects; we think we’re actually going to sign two more in the next
10 days or so, which is interesting. In terms of a little bit of our balance, 75% of our project have been De Novo, historically, 25% have been acquisitions, 60% are private and 40% have hospital
partners like Cleveland Clinic, WakeMed, and others. If we look at what we think sets us apart, kind of the mission is to create high value partnerships for all stakeholders. We think there’s three things that are, create some level of differentiation. One is, well, let me start off by saying, we are a minority model, which is somewhat different than some of the other panelists.
Inside of that space, I would say this. We run a discipline operating system very focused on the strategic market opportunities and have found ourselves doing quite a bit on the complex case side, outpatient joints, spine and alike.

Great. Thank you, D J. Yeah, as you’re saying that a few things kind of tee off when you mentioned minority interests, we’re thinking ability to get the PPP loans. And so, and you mentioned de Novos, we’re talking about transactions going on now. Let me turn it over to David Young to tell us a little bit about that Physicians Endoscopy. (8:25)

Thank you. Yes, Physician’s Endoscopy, we’re a 22-year-old company focused in the GI industry only, supporting independent GI doctors in either, the investment, through de Novo development, or investment through partnership models with them, and also with hospitals. We have north of 60 centers in the US, a lot of them are focused in the Northeast primarily, but we do cover many states in the US. And similar to DJ, our focus is to actually a minority model overall. We do have a couple of majority situations, but we prefer minority model. We provide deep management services to all of our centers, and we focus on the GI world only. And more recently, we’ve moved into the practice management solutions for GI, realizing that the GI doctors need a solution covering all of the ancillary fees, including their practices, and we see that as a good opportunity forward for us supporting GI doctors in the marketplace.

Great. Thank you, David. Yeah, so we obviously have a great representation here. We have the
CEO of one of the biggest companies that doesn’t multi-specialty ASCs. We’ve got a CEO of a single specialty, but a very large company. And then we’ve got a CEO of a very reputable privately-owned company. And we also have representation from both minorities— it’s interesting that two of our panelists have minority because that has typically been, no pun intended, the minority of ASC deals, where a lot of larger companies, typically a majority. Let go ahead and jump into the substance of our conversation. I’m going to ask this; I want to hear this from everyone. I’ll ask Eric first, which, as my partner Bernie mentioned, clearly COVID 19 has had a dramatic impact on ASCs over the last two months and has caused people to take certain actions. Can you tell this audience how your company would have been specifically impacted over the last couple months and steps that you have taken to mitigate the negative impacts, and also we’d like to hear the success of, or lack of success of various mitigation strategies. Eric?

Sure, Jerry. First of all, I want to reiterate what a privilege and responsibility it is to lead in challenging times, and so my heart goes out to my ASC colleagues who are deeply impacted by this as well as everybody else on the panel. We know it’s a challenging time for everyone and it is a true privilege to lead during this time, Clearly really a traumatic and unprecedented impact that the COVID pandemic has had on the ASC industry and… hospitals as well. You know, we’ve experienced an 85% drop in our ASC volume and that has probably put that out of a 70% drop in our hospital volume since the time of the restrictions going on out-patient surgeries. And quite honestly, we’ve taken the approach early on to say, you know, history always looks back on these situations not to ask could you have done, but what should you have done. And so, we were pretty aggressive and making sure we lived up our responsibility on wearing PPE and other things were available for the COVID response and we’re certainly pleased to see some of the curve flattening that’s happening. When I think about how we responded, you know, one of the first things we did was set up a command center, much like you know, the hospital industries have been doing for years, when you think about how you respond to a crisis. And we really had four major objectives. We formed these teams. First and foremost. I think any time something like this happens, we had to focus in on safety, right, safety of our patients, our physicians, our colleagues. We spend a lot of time on protocols, on making sure we understood what PPE to use when, making sure our colleagues felt safe, our physicians felt safe. And I will tell you that that mitigation, that number one objective, we feel really good about our results that we’ve had well below the national prevalence of cases, both amongst our staff, and our patients and we will continue to focus on that going forward. I would say in that same objective, as you think about ramping up, our objectives are changing, so I’ll kind of give you the response and also where we’re going. We think about safety going forward clearly, at the front of that, not only is screening processes going to be very rigorous around that, but also PPE. I think an important thing for the people on the call to remember is the reason that ASCs and hospitals stopped doing elective surgeries was not because ASCs and… facilities aren’t safe, it really has been because of a lack of PPE, and as that comes back online, we feel like our unique purpose- built facilities, and with no ERs with really great opportunities to prescreen limited exposure, actually are the perfect place for elective surgeries to come back. And so, our focus going forward within the safety realm is making sure, you know, we conserve and use PPE appropriately, and that we provide that great opportunity for patients to get high quality, high value care. So, the second objective, beyond just the safety of our colleagues, is protecting … As you can imagine, when you have that kind of revenue drop, you have to think long and hard about all the different actions you can take. I was really impressed with our team. We were really early and taking pretty dramatic actions, and I will tell you from my perspective, you know, we had to start the corporate office. We’ve made some SC&A cuts immediately. We did salary cuts early on, I took a 50% salary cut early on, just to set the example knowing that we were going to need to make hard decisions across the platform. I mean, we did that relatively rapidly. I think that the team, the leadership team I’ve been really impressed with, they realized upfront, you know, how important it was for us to maintain liquidity and optionality. We took out over half about of our cost base in relatively short order, which really actually has been quite successful for us, giving us a lot of optionality, it allowed us to go out into markets and actually do a firm loan, one of the few companies that successfully have done that, which was way over… described. And a lot of that has to do with how quickly we reacted, our ability to manage the equity and optionality, so all of those things, you know, I’m really impressed with the team. And clearly those decisions are hard decisions to make. Those are hard discussions to have, made much, much harder by the fact that they’re all remote. As you can imagine, these are things you’d like to do in person, and so we’ve been challenged with that, but I’ve been really impressed with how that’s played out. I think the third thing that our command center focused on was communication. So, the number of colleagues that have been it impacted, either by furloughing, reduced hours, maybe speaking from hourly, you know, we, our goal is to make sure we stay in front of them all the time. So, whether that’s video emails from me every week, colleague emails, talking about what’s happening, being extremely transparent on that. But, also, you know, transparent on the impacts, but also talking about the other side and giving them hope of where I expect and hope the industry is going to end up. So, communication has been key, not just with our colleagues, but with our physicians. It’s interesting in these times, you know, often crises like this to bring out the best in your team drives collaboration, and actually it’s deeply a lot of our physician partnerships to step up and really, really help them, whether this is well. And then that goes on government advocacy, all of our efforts, we’ve really tried to keep our physician partners. And then the last thing that we really focused on was kind of identifying the risks and opportunities that this, we’ll call it hibernation period, creates. You know, it’s interesting, it’s not very often, hopefully it won’t happen again that you have an opportunity, like basically, start from scratch, look at your business model and say, what would I do differently if I could pause for a month or two? And so, we’ve taken this as an opportunity to really say, what are the opportunities that come out of the challenge? How do we create work streams around all of those? And I think there’s a bunch of those, and Jerry I know we’re going to talk in a bit where we see the industry going. So, we’ve been very focused throughout this, on having a group, looking at those risks and opportunities, working to mitigate those, you know. A couple of key things before I turn it over to the other panelists. I think the things that are important in these situations, obviously creating, creating a team that’s able to execute quickly. One of the benefits of our industry is while we have centralized operating system that we really have worked hard on, we also have local
decision makers that are used to making quick actions based on local dynamics. And so, we kind of played the both of our strengths in order to move very, very quickly to respond to the pandemic. And again, I would say, for all of us in leadership maintaining a positive attitude
even with all of the challenges kind of seeing the light at the end of the tunnel where the industry going is so, so important. I’ve heard the example used when you’re flying, you know, you don’t really feel nervous until your flight attendant feels nervous, and I think all of us, you know, we have to be strong and face really, incredibly uncertain environments. And then the last thing, I would just reiterate that it’s important for me is I thought this is something my mentor always told me, and I mentioned earlier, which is, you know, when people look back on these situations, they never say, what could you have done? They always say, what should you have done? We’ve used that as a guiding light along with our mission statement which is more important now than ever with the two hands and quality of life through partnerships. So, that’s a little bit of how we went about it, Jerry. Hopefully, I don’t know if there’s any follow up questions, or you can move on to the next panelist.

Yeah, we’re going to move on. That was great. Thank you so much, Eric. I’m glad you mentioned the fact that you just closed on that great debt offering in the middle of all this just a week or so ago. Let me turn it over to DJ.

Yeah. Thank you, Jerry. I will echo a few of Eric’s comments in the opening. One, I’m honored to serve in this industry. We believe it’s an incredibly important part of the fabric of the healthcare system. Two, challenging times like this show character and I could not be more proud of my team and the centers. It’s, we pride ourselves on having high standards in terms of choosing high caliber teammates to work within partnerships. It certainly has showed over the last, 3-5 weeks. As soon as the event hit, if you will, in terms of COVID, we immediately
rotated to and highlighted three key areas. I’d like to work through those and then maybe layer in a few other interesting points. The first one was we reaffirmed our values as our gold standard and that they weren’t going to change whether it’s good times, great times, challenging times or a worldwide pandemic. That actually was really helpful because it gave guidance to our immediate team and then across the platform of how we were going to act on what they could expect from
us. The second was we reaffirmed our priorities, kind of very clearly, that we were going to
do what was right for the patients first. We’re going to do what’s right for our teams of employees second, and third, we’re going to do what’s right for the partnerships. We repeated that frequently throughout. The third is, like Eric, we immediately rotated into a high communication mode across the platform. I heard a speaker Todd Muscleman recently say, and I agree with him, that if you don’t communicate during challenging times, people will make stuff up. He did not use the word stuff, but it was a helpful way for me to think about the level of clarity, depth and transparency of information that needed to be shared. And it was interesting,
that was unbelievably well received across the board. I will say it did take a fair amount of
thought and effort to communicate clearly in a rapidly evolving situation is very difficult to do, as many of us who lead companies have experience. In terms of some, a few additional points, we have the benefit of a number of friends on the board and other CEO colleagues. I also, I’ll call it, dialed up the input level considerably and in consultation with other CEOs in the industry
or chairmen and a number of other folks on our board, etc. This was a draw on wisdom. There were, there is clearly is nobody who’s experienced this before and the wisdom proved to be extraordinarily valuable, for me and thus, our partnerships. I’m highly grateful to the council that I have received. We also, one thing that is interesting, we also switched to an immediate change on our KPI reporting, we went to, many metrics went to daily that had not been daily previously. We also pushed harder into more leading indicators that we would have better visibility
of what was happening. That was very true early on, pre total shut down, if you will. And we expect the leading indicator KPIs to be helpful from guidance perspective going forward as we ramp back, which will likely take a little bit longer and thus be trickier. And the last thing I’d say is similar to Eric, we established a one point of control COVID leader as a single source and that was also very helpful so there was a clear voice speaking across the company. Thank you, Jerry.

Great, thank you, DJ. I’d like to turn it over to David now to talk about how PE (Physician’s Endoscopy) has been impacted and what you’ve been doing, and the results?

Yeah, Thank you. Firstly, Eric and DJ, you gave extremely comprehensive answers there, so
I’ll try and add on to the flavor of what they already discussed. But I think, you know, for us, our status is that majority of our centers are closed. The ones that are open are an attempt
to 20% volume perspective. And that’s because they are consolidating volume from other centers where we have close relationships and geographical connection to be able to do that. And that’s obviously dealing with those patients that require care under the rules. Echoing what Eric and DJ said, once you’re through the clinical and the safety matters which are the most important areas to understand, you know, for us, being minority owners, there’s a process that you put in place that you want to do to implement all the changes need to happen across the business.
Many mentions, around furloughs, renegotiating anesthesia contracts and having the flexibility of those while looking at your rental agreements and the rental properties were not just rental equipment but rental of properties and renegotiating leases, looking for abatement or deferrals.
All of those are a process that you follow through, that you can’t apply them cookie cutter because everyone has a local dynamic, a local relationship, a local situation. So, the ability to have the central process pushed out to be locally understood and implemented is extremely important. On top of that, I would triple down on the messaging around communication. You know, there has been so much communication going on that the ability to try and, I dare say use the word control, but more make sure you’ve got effective and consistent communication is very important, and transparent communication. Many of the dialogues you’re having with your doctors are not the, not the easy dialogues you ever planned on having. There’s no day that you’re giving, quite frankly, for a period of time, good use. You’re now starting to build that hope forward, that the perspective of how do we grow out of this for the first 5 or 6 weeks is all to do with, your managing down the way, which is really making challenging, tough decisions around all of those areas that are involving their personal investment, which is a tough decision to do. So, over-communication over-transparency, and then it’s up of that the cadence, I think the word we use is cadency, or about how you build your KPIs and governance process. Overnight, your 2020 strategy went from growth to survive, and that’s a very different perspective of moving from left to right or top to bottom and survive means moving every single KPI from productivity and margin to cash flow, cost liquidity and funding. Very, very different perspectives. And … has a system in place that they could just switch on, press the print button and your analytics come out. So heavy work on analytics, understanding the business, tracking all of those actions that you said you’re going to do, making sure they flow through to the P&L actually through the cash costs and making sure that that was delivered on so that we could show the doctors, here’s the impact of all of the tough decisions you’d be making. And then living to that daily, weekly, biweekly cadence, whether it’s with the doctors, with your leadership team, with your, with the center teams. Whether its with your board, your private equity investors. All of that needed to be redesigned immediately to make sure that you were getting the right inputs, but also the right outputs to all of your constituents. That has been a really enlightening process to go through, again, like everybody in the call here would thank the team for just how they have responded and what is an environment that nobody ever planned for or signed up for, but my, have highly responded, really shows the care and passion behind one their belief in the forward view of ASCs. And in my particular perspective, the focus around supporting the future of independent GIs still has remained our core focus.

Thank you, David. I’m glad you mentioned about looking to the future. Now, unfortunately, with the video conferences, we really need to stay on time. And so, but we now have a really important question to ask. Each of our three panelists will stay in the same order. We want to hear what your vision and plans are for the future, as far as the plans for your company reopening, etc., etc., but also your vision of what the ASC industry is going to look like.
post COVID, and if you have a minute within the four minutes, then we’d like to hear your thoughts on anticipated M&A activity. So, let’s start with David. I’m sorry, Eric.

Okay. Thanks, Jerry. I know I was cutting out of all that earlier. Hopefully, my audio is better now. Look, I believe the industry is going to drive in the post pandemic world a lot of timing issues that we’re working through, but the vast majority of procedures that have been delayed and postponed are still necessary. Lack of urgency or being urgent certainly doesn’t take away the fact that we’ve got a tremendous backlog. I think post COVID our value proposition is even
more compelling. So, if you think about patient and physician voices, being purpose built, facilities that are focused on one thing and being great at that one thing, I think physicians as well to earn additional positions and additional patients if you think about how their consumer behavior might change based on the COVID impact at hospitals. I also think pair behavior could be different. Wait to see, but I think after this you could be a different take on what, what level of acuity pairs comfortable that our hospitals and our ASCs. I would say one thing I didn’t mention earlier, our company is almost 40% MSK, so we do a ton of ortho, we think that is a very promising to be focused in that area and has a lot of growth. You know, ultimately, I think that we’ll be in a stronger position, transition, to, I guess, accelerate the transition of outpatients from the acute care setting patients to patient … to ASCs for all the reasons I just mentioned. Jerry, you had also talked a little bit about obstacles, I’ll reiterate PPE still seems to be the long… I go back to the fact that I’m not sure we would have had to shut down initially because it wasn’t really a safety issue during the pandemic as much as it was a lack of PPE issue. So that’s something we continue to watch very, very closely. We do see signs of real progress there, but that could be a short-term issue for us. I do think, too, there’s a little bit of, while there’s a big backlog, we’ve had primary care down for quite some time, so I think there’s a lot of cases to work through, but there’s also going to be a bit of delay on getting the system back going as far as the world’s … go, and I think all of us are probably closely watching just how deep and how long the pandemic lasts and how deep the unemployment, in fact is. Certainly, that could have an effect not only on just pair mix in the near term. Near term Cobra coverage actually tends to lead to more utilization. So, we still feel very bullish about what we’re going, but we think that could have obviously an impact on the health care discussion that happening right now in our political world. I think there’s other things we have to think about, like how do referral changes, potential referral patterns potentially changed, with telehealth becoming much larger. How does that change the way patients get to our specialists? But all in all, I couldn’t be more bullish on even a front. You know, we entered this pandemic with probably our best M&A pipeline we’ve ever had, and on the other side of this, I can only imagine that it’s going to be stronger. I would think that independent facilities that have been strong performers, one might think, might think twice about not having a management partner, a company, after going through something like this, that we do believe that probably more opportunities than not on the other side of this. Clearly, this is a, whenever you get into a crisis like this, scale advantages become more real, whether it’s a supply chain, ability to advocate all of those things. And so, you know, I’m extremely bullish on the opportunities we have in front of us to grow organically based on, you know, the behavioral changes. I expect the modifications …, and then also clearly through M&A. I think that once we get past this, clearly, that the focus is still on making sure we do everything we can to support the response to the epidemic. And I would say I’m sure the other panelists have sustained our facilities that have been slowed down. We’ve had a number of our colleagues who have flown to New York City, who have flown to . You are alone, Roy, help in the pandemic. And so it’s amazing to watch the health care industry jump in, but I would say beyond that we feel really, really good about how our company on the out coming out of this destruction.

That’s great. Thank you so much, Eric. And from a personal perspective, I hope you’re right. We’re ready for you and Jennifer to start setting us some more. Let me turn it over in a DJ.

Perfect. Thanks, Jerry. Let’s had a few of key issues related to reopening. First of all, we’ll go back to where we started. It’s about patient staff safety, starting, starting with that really comes
down to pee Pee, as Eric said, is being the key driver. We think a secondary issue that is, in many ways, equally as important is patient and staff confidence that ties back to the communication element that each of us talked about. There is a chance that patients will opt out if you will were or delay if they don’t have the high confidence that they would could and should. In
the centers. I will make a sidebar comment that elective surgery does not mean unneeded, unnecessary or unwarranted surgery. It simply means schedule surgery. And I think the kind of nation has come to understand that more clearly, and that will continue to grow and that will that
will help us. A zoo industry overall in terms of specific obstacles on and, kind of forecasting I would I would agree that the value chain kind of wind up that leads to surgery has been severely impacted. And while folks sometimes optimistically talk about a bump, I probably more pessimistic that the bump will be hi or sustained. I do think I’ll take a little time for the patient flow to catch back up in terms of projections, depending on the center and then depending on the geography you do have in the next 60 days most of our centers being in the 40 to 60% marker. We are hopeful that we will hit our queue for, even or targets. But it is very difficult to make predictions in the current environment in terms of a few other things. We’ve done one new deal during this era, and we anticipate doing two more if we can pull off three deals under quarantine.
Feels like a heroic win on behalf of my team, and I appreciate it for that. I would say that we have a real concern and/or currently believe we’re okay in terms of construction. Delivery of
key components related to de novo adoption that or launches. What we have been worried
about is can we get the generators h rocky and etc. to open on time? As folks know there’s a lot of pressure, economic pressure associated with getting these centers open quickly. So, as it stands today, that looks fairly promising. So that one or two other key points, we’re very in terms of the ASC industry. Jerry’s last question. We’re very bullish. Outpatient migration has continued for 30 or 40 years. We expect that this will actually, accelerate post slowdown in terms of our company, we’re heavy on them SK in particular, an outpatient joint that looks very promising.
We’ve gone from having to explain to patients why outpatient might make sense to them. Asking our surgeon partners when we come out of this, can you please do this not in a hospital environment, which we view is stable? My last point would be we do expect that the weaker players will either exit the market in terms of the independence, and perhaps small chains will either exit the market we need to realign with under the shelter of, either a discipline management company and or hospital partner So, we would expect the M&A activity to pick up all that will be interesting to see on what level of size and scale as a local at the bottom of the
market cleans up. That’s it.

Thanks. Sure. Thank you so much, DJ. Let me turn it over to David.

Yes. So again, Echo alone. What American DJ said we feel strong about the future of their sees
strong about particularly future of G I on the ASC industry. I do think that that strength
comes from the need for patients and patient care model. The cost of care, all the value of Eric indicated a star here about the volume of cost savings that is driven through this.
I also think given the COVID 19 issues having off site from hospital centers that are seen as being a patient, safe environment is a very good, engaging communication that we want
to be marketing for on behalf of the industry. And so, I think one of the strongest things we better do coming out of this is bill patient confidence and patient engagement. Patients need to understand that coming Tony s C is a safe environment on that. Their safety comes first. They also need to understand the model for how the engaged with that s C. So, I think the use of technology taking away check and issues and maybe using more mobile technology check in is going to be critical to becoming forward. Anybody who is using paper these days is going to have to find ways to get away from those kind of operational liabilities in the marketplace.
I do actually believe that while we have a great future ahead of us that the effort to come out of this is going to be actually a harder effort that went in because we have to build that patient
confidence and we have to build the ramp up in the timeline. firstly, with clinical regulations
as appropriate. But also, we do have to redesign some of the operational processes the clinical
processes are taking place to do with pre imposed a procedure, the cleaning areas, how the turnaround time takes. So, one of the questions that we will have to answer I think this supports
the organizations that are all in the call today on the value of them is how do we learn
and pilot different methods of going live and optimized to get the doctors back to their same level of productivity, albeit with some different operational processes in place and that’s very critical that we do that so I would emphasize patient engagement. Operational process optimization are very important. The final thing to think about is there’s a lot of confusion on the finances out there. People have received map money received SP a money that has to be somewhat paid back at some flying time. The ability to have strong analytics and really good discipline around cash management, cash full expectation and working with the doctors and understanding that and planning forward and how to get to distribution levels that were pre
COVID levels. But having a path to do that’s extremely important. So the financial modelling, the reporting, the communication, I think it puts an emphasis of just the value for organizations like ourselves bring. And for the G I world, we feel very possible that from an M&A perspective,
we have again a good pipeline. It’s somewhat being a little bit on hold, but we have still
be progressing some transactions and we don’t believe that will be great opportunities going forward. I think some of the style of transactions will change somewhat with making sure that between us and the doctors there’s a better understanding of risk before transaction closes. Who shares in the risk? What really is even down now? What is the multiple now on? I will that will be impacted. You know, those are questions that will learn over time. And I think as long as we come across as organizations understand that share the risks share the transparency that I believe will be really good emanate to deal with. I also believe there’s a little of opportunistic emanate
there. There’s going to be some challenges on the cash flow basis to some organizations.
On the goal of all of us is to make sure the ASC world and for me, the g I world thrives on. And
therefore, making sure that we build platforms and look after the doctors is the most important
situation cause they’re the most important participants and top of the patients in this in this organization. So, I mean as a result of that, were very positive about the forward view of STD’s and we also believe our model of moving into the practice management world will support the G. I solution even more. The integration of primary care into G. I practice into a G I s C. I think the linkage they have become extremely more important than has ever been in the ability to manage through that process is that some of the feeling forward to and it’s a challenge we’re up here to take on.

David, thank you so much. I want to take a moment, really, to thank all three of our CEO panelists, Eric, DJ, and David. Thank you so much for sharing your valuable insight
with our audience as we move into the unchartered territories. I’m going to go ahead and pass
it off to my partner Amanda. Gesture, who’s, actually a good segway, is talking about M&A. And I don’t want to steal thunder from my partners who are talking later, but as we talked about opening up centers, one of the interesting things is the state by state laws. And I know Adam Rogers is going to talk about something we put together kind of a unique a program
where it can update clients on a state by state basis, and that’s an important part of reopening since, since the laws very state by state. So again, I want to thank our CEO panel very much. And let’s pass it over to Amanda.

Thank you. Here. Thanks, Jerry. I’m Amanda. Gesture, my partner in McDermott’s Texas
office. focused my practice on physician practice management companies in ambulatory surgery center transactions. It’s my pleasure to have Jennifer Ball Doc, the development officer from Surgery Partners as well as Henry Bloom, founder of the balloon Organization. Thank you both for joining May great to be here today. I wish everybody is safe and continue to be vigilant.
Well, let’s start with talking about the transaction activity that we’ve seen. Generally, I’d like
to hear from you both just how generally how you’re doing, as well as the transaction activity that you’ve seen during this time. Do you, have you had any deals that closed? Any pre COVID
deals said that still closed or new elo ise that are coming under signing at this time.

I’m coming from Surgery Partners perspective. If you all just heard from them. Eric on, we do have continue to have an amazing pipeline that we’re very excited about both pre COVID and post COVID. We have closed one deal in the middle of this, and we have another one big closed any day now, about which we’re very excited, these are tuck ins and to our current markets and ones that make you know, ultimate sense for us, regardless of the situation that we’re going through knowing that there will be another side to this. So, we’ve been excited to get those two closed during this period of time. We also come still have all of our Free COVID L. A wise in
place. We’re really happy about that and excited when the time is right, to get to close those as
well. And then on the what we’ve done during the process, we also have entered into to elo is
during this process. Obviously a bit under different terms and what they normally look like and that they don’t have a date certain for closing. They have goals for closing. And the closings would occur on on that some form of the other side of this. But the activity has been exciting and we look for two that continuing.

That’s great to hear. Henry, what about you? You are less closes March 9th. It was to a a seas
in South Florida and they were funded closed, and it was kind of on the eve of all of this coming down. But in addition to that, we have two other transactions in the Northeast hat the buyers had some issues and, you know, wanted to talk about with us. You know, let’s look at what happens on the other side. So, we’re monitoring that yesterday we received in level rely on to other transactions in the middle of all this, which happens to be also in Florida, no more. And I’ll say
Central Florida and there is no financing. So, they’re able to close in the middle of this and they want to continue to move forward. So, we’re seeing a little bit of everything. You know, one of the interesting part of this, you know, I like to make the analogy is a car enthusiast. This is
kind of like in a business was so bullish. It’s crying toe like going down the freeway at 75 miles an hour and pulling the handbrake. And what happens when you do that? It kind of spends a little bit. The car is not breaking properly, and I don’t think anybody really knows what’s going to happen and how this is going to look I’m referring to, as I talked to some of these folks is they used the new word even back. You know which basically the C is for Coronavirus. You know,
I’m trying to peg things. What’s happened pre that? I don’t know what’s going to happen when
we begin to analyze this for the months of March and April. You know, clearly chaos, creeds,
opportunity, and you’re going to see all kinds of different bins happening. But, I’m very sensitive
to how that looks. It would also say there’s an opportunity as you align with some of these companies, you know, is there really lift and loft and we’re getting a lot of calls from even existing physicians that are beginning to question. So, I think we’re on some questionable
times, and it has to be carefully analyzed and work through. I want to go back to something you mentioned on the Eve ADAC because that’s something that we’ve been talking about as well. And, Jennifer, I’ll ask this question to you first. So, when you’re thinking about pricing, purchase price in the future. Are you looking at pre COVID numbers or do we and the hope the expectation being that hopefully at some point you get back to pre COVID numbers? Or are you looking at something new and or do you even know right now exactly how you value that?

Yeah, I think that’s the ultimate question. The ultimate answer to that is we don’t know, right?
I’ll tell you that during this period while we’re looking at it, we’re looking freak over the numbers
because we believe on the foot on the other side of this, they’ll be justice. All the CEOs pointed out, the business will be there. It’s just a matter of time about when it will be there, and it
will be may possibly even better, with more opportunities for outpatient surgeries
on the go forward. So, for now we’re looking at three COVID numbers. That’s what we would hope obviously a surgery partners that people would do for us because that’s where we expect
to get back to when the time is right. So, for now we’re doing that. Time will tell what that looks like and I’m I guess, sort of a segway into that is, if you have a business that you believe
can be one thing. And just for this period, not why would you sell it at the discounted price? So, um, I think eventually will be back that looking at a Buddha as pre and then again posts
is not really with this segment. Accounted.
Hey, Henry v. Thoughts there. Yeah, I would agree. I mean, that’s the hope for all of us is to kind of erase this, but as I intellectualize it, it’s going to be a little more difficult. And, you know,
most of our businesses is representing sellers. Not all. We have a lot of hospital plants, so there’s
many sides to this. But you know what happens when every with, with the amount of unemployment, now, what’s really going to happen? Yeah, there’s some Koger. Some people won’t even have that. So, I don’t know what the volume is going to look like at the other end, yet I think that the buyers are pretty savvy, so there may be some adjustments. I really, you know, don’t know what’s going to happen there. And when they talked about the previous panel about doing particular cases that are elective, I would agree with the statement, but for you’re
going to see things like plastics and some dermatology and I’ll say more things that can be
put off probably will be put off. I would say, though, that the pain, the orthopedic, even the G I o. R. Are essential procedures, so I don’t think that will really diminish or go away. But
we’re in the process of actually building the center in South Jersey right now with a a group of physicians, and we’re looking as this happened, to make some changes in terms of separating patients and looking at how this whole COVID thing has looked and how we might be able to operate that a little differently in the future. I think people are going to begin to think,
you know, a little more creative creatively now.

Okay. You know, it’s interesting that I hear that you’ve reference some deals in the Northeast and in Florida. My thought originally is that we might see more transactions starting in the middle of the country where it’s been less effective, or, for example, in Texas where we have a governor who is pushing to reopen the state and to a start of medical procedures, actually, this week. Do you think that’s it? Sounds like that’s not the way the way that’s playing out for you, Henry.

No, actually, our largest client right now happens to be in Houston, so that’s a large practice in Houston. We got 23 letters of intent. We had nine Zoom meetings a week ago that we in terms of the finalist, but when I think about Houston and I again beginning, maybe that’s my problem. I’m thinking too much. You know, the whole oil industry. I don’t know what the buyer is going to actually do. We scaled it back to people that were interested in one of the clothes and were able to close without any financing. Actually, so there’s activity wear still busy. It’s just a question whether these things will actually get over the finish line. You know, in the fourth quarter,
I don’t know, but the activity is there, so I just would was giving you some facts on ones that we were right in the middle of. But these people in the middle of this we did nine Zoom meetings with buyers was crazy. I happen to like this, by the way, it’s a lot more future. Yeah, Zoom is great. It’s something we e I think after it’s great to see everyone to.

And Jennifer. What about you? Do you see any real? Do you think that they’ll be regional differences and as transactions start to heat up, I definitely think there could be a regional
differences in how quickly were able to come to, state a more assigned more normal because we don’t know what’s going to look like, but a state that allows us to move forward. Certainly.
You know, if we were looking at any transactions in New York City which we’re not or, Miami, which we’re not, we would be thinking differently than, say, the ones and other parts of the country then we’re looking at. So, I think that that is really the speed back to state that allows us to get to the closing where we’re buying something that looks similar to what you know, we’re continuing to Price else’s will bay the question. Okay. And you know, I was I was so impressed
to hear David and Eric and DJs leadership throughout this whole process and just seems to me that the physician appetite to do deals once this, once we get to a play, once we’ve get to a place where we’re doing more deals is going to be greater. Because just to not have the uncertainty of kind of being alone and managing a situation like this, should it come up in the future alone. Do you think that we’ll see that kind of phenomenon?

I do. I think that the phone calls we’ve gotten through this is they are looking for, like a big brother. This is a, these are really difficult times for what? I’ll say an independently owned surgery center. You know, how did they do this? Just applying for the PPP and in the calls and the concerns. And I think there’s definitely opportunity here for everybody on both sides if they treat each other and they always say this with the element of fairness. I mean, if people don’t look to take advantage, I think there’s opportunity for everybody, and that should be smooth sailing, getting hopefully getting to the other side.

I completely agree with that. I mean, we were already seeing so many independent ASCs days. Look for management partners who can bring them value, you know, based on their size to the table on pre COVID. And I can only imagine that that’s going to increase. I’m as a result of this, for all the reasons that Henry said so we certainly look forward, to finding those opportunities,
especially for the one to have made hard decisions and kept their business healthy during this period. And I’m feeling that will be great partners going forward. Yes, you listen to the Panelists before us, and you see how professional everybody’s handling their business. I think it’s terrific. I mean, they’re really everybody is trying to do the right thing with staff with employees. This is serious stuff. It’s unprecedented. None of us have seen anything like this, obviously before. It’s that scared. Yeah, I think it’s one of the Panelists said. You really see the character during times like this, and so it’s always, it’s great to see that,

Well, I think what we’ll do is we’ll wrap up a few minutes early, we’ll give our No. There’s a couple questions with regard to when states may roll out. So, I think I’ll let Jason and Adam
take over from here. Jennifer and Henry, thank you so much for joining us. Be safe. You too.

Great. Thank you very much. Amanda. Hi everyone, this is Adam Rogers. I’m a partner in the Miami office and appreciate you joining us. So, we want to talk about is, Jason. I’m going to talk about some critical issues on the regulatory side that are affecting surgery centers and others.

The first is, last week the administration came out with formal guidance on opening up America again. And in that guidance, administration provided its three-phase approach to reopening the economy. One certain getting bacteria or met, and so the guidances is focused on, you know, sort of pushing the responsibility to state and local officials to decide on a case by case based, you know, with respect to their circumstances when they may safely reopen there. The gating criteria that they’re looking at come focus on three things. One is with respect to the downward trajectory of reported cases of COVID like symptoms or flu like symptoms, over a two-week period. The next one relates to the downward trajectory of actual COVID cases. Or, as testing ramps up COVID cases. You know, positives declining as a percentage of overall testing and then the third criteria is hospitals and whether they have sufficient capacity. If there is a surge to meet, to meet the Karen aided without having a engage in crisis or care rationing and then it also do they have sufficient and robust testing for their frontline workers as things progressed following the the administration’s guidance on CMS. But its own guidance, which digs in a little bit more
with respect, to things that providers should be thinking about once, you know, once they was dating, criteria are met and they’re ready to go into phase one. And so, under the administration’s guidance, seven CMS days one would include reopening facilities to provide elective procedures and non-emergent care on an outpatient basis after, you know, after, if the great getting credit here still met after phase one face to it involves sort of opening up the elective procedures on both an outpatient and inpatient basis, and so states have already begun to respond to this.
Obviously, everyone is anxious to get back in business and to the extent they can do it in a safe manner. So Oklahoma, Alaska and Texas were among the first to respond to the White House guidance and neither roll back their restrictions on elective surgeries and procedures or make significant amendments that would allow this to go forward under certain circumstances.

New York announced earlier this week that as of April 28th they will allow hospitals perform outpatient procedures as long as certain, you know, on a countywide basis, certain hospital
capacity remains open available in the event of a surge as well as a zoo, long as there’s
no more than the maximum number of new COVID cases in the area. And so, it’s great news that the states are responding, and things were going to open back up. But, a lot of the state’s responses leave a lot more questions than answers. So, for instance, the Texas governor, in his minute order, changed language there was, in the original order that restricted elective procedures and in the new order. You know the languages is similar, but it’s unclear exactly what it was intended by some of the language changes. And then there’s also an exception
or two exceptions in the Texas order that relate to whether the facility can, excuse me, has hospital capacity and also, whether it is, you know, whether it’s able to provide services without the pleading PPE that’s needed for the COVID response. And so, questions there, you know, are what, what does hospital capacity mean? Is that a pie? Only the hospitals which the order doesn’t suggest were, you know, does that that’s that flight surgery centers. What impact does that have on physician’s ability to resume procedures in their offices
on Ben? There’s also a number of other orders in Texas at the local level that there potentially inconsistent with the governor’s order. So how are providers going to you rectum reconciled, lose. That is the state’s order. Trumper. You know, how can you, sort of weave through that? And so, you know, I think the I think all of this and we expect more states are states continue to open up and you know, I think these questions will continue to come up. And so, in terms of the key takeaways from our perspective, you know, one thing is clear is that states and look out, local governments will be making these decisions. It won’t be a, you know, across the board federal mandate with any kinds. So, it’s important to stop to keep up on federal guidance as well as state and local orders. Once you do get to re-open and start to reopen, it will be important that everyone remains vigilant in monitoring in taking stock, of making sure that you’re following CDC guidance, CMS guidance and local health guidance to keep your patients and to keep your staff and providers safe. And then lastly. And, you know, this might not be news, but I think the only constant that we can expect has changed over the next few ounces. This evolves.

You know, things were happening in real time of both the White House and CMS guidance.
You are based on certain assumptions and around the facts and circumstances on the ground. And so, you know what? You what you might do as you start to open up might look very different. For, you know, from a few months for now is as the inflow of the pandemic continues on. And even if you if you operate multiple locations within the state or if you have operated in multiple states throughout the country, your operations are going to look a lot different based on based on where you are and what’s permissible. And so, with that in mind, one thing that we have created and making available to clients who were interested is, we’ve created a product that does both a federal summary as well as a state by state analysis on what’s permitted and elective
procedures and services. And we, this product will be updated on a weekly basis, and over the next six months and delivered to you those who subscribe. This will help clients who operate, you know, in this space, to stay tuned and stay on top of the, you know, the various statement and local guidances as things arise. And so, with that, you know, if you have any questions about that, please contact your moment, the right attorney or Jason Carroll myself with that, I’ll turn it over to Jason.

Thank you. Thanks so much out. I’m going to spend a little time walking through two of the
relief programs that are otherwise out there knowing there are multiple other relief programs that McDermott’s addressed in either other webinars or more broadly, for example, the S B A programs were not used the last 10 minutes here to cover that element. We spent a lot of time on that and other webinars. You have questions about that? Happy to take those off line. But what I want to do is provide a quick update. As it relates to the CMS advanced payment programs
distinguished from the accelerated payment programs as well as the provider relief fund. So with respect to the advanced payment programs not going to spend a ton of time with the basics. But what we’ve outlined here is a methodology to think about how the advanced payments well, interplay both from a quantification on these legacy timeframes the three months of the fourth quarter of 2019 relative to when the recruitment period would start, and relative to when the interest rate would start, 210 days on the interest rate, the rate has dropped. It’s a Treasury process, straight from the ideological perspective. It struck from 10.25 to 9.625 Still, a very heavy interest rate and recruitment, and 120 days roughly August and interest attaching in November has been seen a something that is quite a challenge in terms of what this loan looks like relative to. I think most of the panelists have discussed some significant degree of uncertainty as it relates to where will be moving into the summer into the fall. As a result of this to the next slide we’ve done is summarized three different positions that have come out. I don’t believe I’ve seen anything from the Ambulatory Surgery Center Association yet in the sort of public domain. Maybe there’s something that’s in the works are behind the scenes, but in
the public domain yet. But as it relates to, I think, three large organizations that advocate broadly for health care providers. Three. American Hospital Association, the American Hospital Association, American Medical Association, Double AM safe. Hospitals have asked for forgiveness of all of the payments under the advancing accelerated programs.
This is somewhat telling that we had anticipated that might be the case, that of the extent that you have not requested the advanced payments to the extent they are ultimately forgiven, which is a big question. But to the extent they are ultimately forgiven, prudence would suggest that you consider requesting those monies on your careful in terms of the terms and conditions related to those monies. But the terms and conditions are relatively straightforward, not perfect but relatively straightforward. American Medical Association, different from American Hospital Association, has asked for recoup it thresholds being changed in terms of timing as well as the percentage which of what would otherwise be recouped and also asked for some extensions as it relates to the interest period. So not going so far as to ask for full forgiveness.

The American Double AMC Academic Medical Center Trades Association has asked for some delays, some forgiveness or a cap at a much more reasonable interest rate and, in turn also giving the agency the authority. This week there’s been I’ll call it some discussion in connection with the most recent stimulus package as to whether of the administration is going to solve this administratively. They’ve taken the position thus far that they do not have the statutory authority. To my knowledge, there is no statutory provisions included in the package that is quickly making its way through Washington here on this particular issue, but curious as to whether the administration moves on the recruitment on the interest rate and provide some relief to hospitals and door to the provider community as this moves ahead, this is changing literally by the moment. And so I just want to remind folks that this is an active, active issue with play.

I’m switching gears now to the Public Health Emergency Fund or the Parietal Relief Fund, to map up this program that we started as part of the CARES Act with $100 billion in connection with this legislative package that’s comprehensive includes SP elements in the life refunding parts of the S B A loan mechanisms, includes a an additional $75 billion that would be put into the emergency fund. A number of you all, many of you all should have received Elektronik
funds payments from optimum united administering those monies on behalf of HHS and in particular, the seven agency Hearst of the Health Resource is Services Administration in connection with those funds. That was the initial traunch where we just found out this week some additional details with respect to the second traunch allocated under that first $100 billion.
And as we look at that, you can see here on the right how those allocations have otherwise been, sort of spelled out here in what I’ll call the first wave for a strong church. $30 billion second way of second traunch. And then how the money’s are otherwise being thought about the first. Of course, with was with respect to 2019 Medicare business in a percentage of 2019 Medicare business across all providers that have a Medicare orientation. This second wave has really looked at things a little bit differently as it relates to also hospitals and hot spots, rule clinics and Indian health services. On as it relates to additional funding, the agency has identified
some priorities, including, certain providers that do not have a Medicare profiles of Medicaid providers, dentists and like, although a number of those details are to be determined. One of the things that HHS is now done has also set up a process by which hospitals, were solicited specific information as it relates to inpatient beds and other particular elements as it relates to their COVID 19 response. That solicitation was not in a Felipe public solicitation until just this week, but those solicitations of information have been out there for some time. So, thinking about the context for this one. There’s certainly a number of funds flowing through. There are some. While there was some initial messaging from the CMS administrator as to no strings attached, we will spend a little time here on the next slide talking about, in fact, the strings that are attached. As people look at the 10 pages of terms and conditions, a few things to note, the terms and conditions are changing daily. In fact, between yesterday and today that yet again changed. My last count is they’ve now changed eight times since they were released, and its people look at the terms and conditions and try to unpack them. Generally, the terms and conditions are changing in favor of providers, but in each turn, there are a couple of surprises where the government has put some additional hooks into these dollars on what people think about the context for her sir grants. It’s typically academic medical centers that have had her PSA and in H France, a portfolio of research friends typically and managing the bells and whistles that come up and two, including financial management obligations. There are also specific elements that have come up here in terms of a patient being considered a possible or actual case of COVID 19, and in particular here, the agency is broadly interpreted. That, as any American, in essence, is a possible case of COVID 19 juxtaposition that they have updated the language on the balance. Billing Prohibition, which was changed from possible to presumptive, is a term of art into the CDC, Rupert, because it, relates to a patient being Dean COVID 19. There’s a specific analysis as it relates to some icy 10 codes and where the balance feeling Prohibition would otherwise apply. Salary limitations also come into play here as it relates to what they call Section 202 Her PSA has issued some historical guidance in their traditional research grant making contexts. And the question there becomes, whether that historical guidance and how that historical guidance would otherwise be applied in the public health emergency, the reporting requirements, amongst other attributes in terms of double dipping concepts and the like, the thing to think about here is, in the initial instance, we’re coming up on the initial attestation deadline. That a question every organization we’ve suggested that one consider is whether you do, in fact test. This issue was addressed initially last week when the government took the position that if you do not a test and keep the money you’re deemed to have been tested, that is a different position than making an affirmative act test station. And so, as you’re thinking about how you approach these dollars, that is a gating issue that you should receive counsel on and consider the balance of whether your test and you don’t attest, knowing that these terms and conditions continue to have a great degree of ambiguity in them. With that said, we’ll pop it over to the next side, and I’ll wrap it up real quickly.

Here, the concept here is that the distribution of these funds in terms of these terms and conditions, we would expect to continue to evolve. And we would expect some ongoing advocacy from trade associations and like we now have, it’s still $100 billion to continue to go out the door and how that’s allocated. It’s going to be an ongoing question. A lot of grappling here in D. C., and there’s a balance between whether you have a robust application process versus some imperfect formulate distribution to push money out the door. This continues to be an issue of much debate. A lot of people are grappling over this money. So what? That said, I’m going to turn it back over to my colleague Jerry. If you have questions about either of these programs board the TPP program s p A program, as Adam said, please feel free, feel free to reach out why the bus are your typical McDermott colleague our contact? Thank you very much.

Thank you, Jason. That was excellent. We appreciate that summary. I want to just kind of wrap up by first of all, thanking everyone for joining us for this ASC focused practice a conference. I want to really thank our high-level faculty really provided tremendous insight about the CEO perspective, transactional perspective and from the regular Detroit perspective. I pride, we
pride ourselves are not over selling and being aggressive and what have you in that regard. But I do want to again reiterate what Adam and Jason invention, which is just because to me, this is just such a tremendous value, the companies that are operating training in in multi states and the ability to be to keep apprised of what’s happening in every state and all the nuances of states would be cost prohibitive for a single company. And so, this ability to be regularly updated, via McDermott of what’s happening in every state as far as procedures to me is just a tremendous value to any multistate operator. So, with that being said, we’re going to wrap up, and again, thank all of you for attending. We look forward to having you join us at future McDermott programs, have a nice rest of your day and have a nice weekend at home. Thank you.

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