61. From Associate to Owner

Speaker A: 00:00:00

Foreign. Welcome to the Dental Business Podcast.

I'm Phil Cole, CEO of KLAS Solutions, and today I'm going to go solo on a topic that is the single most common conversation I have with dentists, making the transition from being an associate to a practice owner. Here's why this episode is going to exist. At KLAS Solutions, we are in the trenches of dental practice transitions every single day.

We do the valuations, we consult from beginning to end, and after the deals, we coach associates through acquisitions, and we help selling doctors exit on their terms.

And after doing this for years, I can tell you that almost every associate who eventually buys a practice goes through the same phases, makes the same predictable mistakes, and has the same questions that nobody in the dental school has ever answered for them. So today, I'm going to walk you through the entire journey. It's not going to be theory, it's not going to be textbook stuff.

I'm going to be telling you exactly what we see happen in the real world. What works, what doesn't.

Where deals fall apart and where new owners either set themselves up for massive success or what we see a lot of times is dig themselves into a hole they spend years trying to climb out. So if you are an associate right now, whether you're one year out of school or 15 years, this episode is your roadmap.

Let's say if you're a practicing owner thinking about selling, this will show you what your buyer is going through and how you can make or break that transaction. So let's get into it. The first thing I want to address is what I call the associate mindset trap.

Because it's the invisible barrier that keeps more dentists from ownership than financing ever will. Here's what I see constantly.

An associate will come to us and say, well, you know, I want to buy a practice, but I need to pay off my student debt first. Or I want to buy, but I'm just not quite sure I'm ready yet. Or I'm waiting for that perfect opportunity. And look, those all sound reasonable, right?

But when we dig into the numbers, what we almost find is that waiting is costing them far, far more than buying wood. So let's put some real numbers on this.

The average dental associate in a private practice setting is earning somewhere between 150 to $200,000 a year. That's good money. But the average owner of a well run general practice is taking home 300 to 450,000 and maybe more.

That's a gap of 150 to $250,000 per year. So Every year you wait, every year you stay in the associate seat, preparing, you're leaving six figures on the table over five years.

That's potentially a million dollars in lost income. Now, listen, I'm not saying that I'm not ready excuse is in most cases is a just a feeling and not a fact.

And the associates who break through that mental barrier are the ones who start building the wealth right away. The second part of the associate mindset trap is the business knowledge gap. Dental schools teach you zero about running a business. Absolutely zero.

And most associate ships don't either.

You're in someone else's operatory, you're producing clinical work, and you have no idea what the practice collections are, what overhead looks like, how payroll is structured, or what the owner actually takes home. We had a client last year, let's call him Dr. A, who had been an associate for eight years. Eight years now, great clinician.

But when we started working with him on his first acquisition, he didn't even know what fair market value was. Ebitda, some of the terms for valuations. He couldn't read a P and L statement.

He had no idea that a healthy overhead percentage of a general practice is between 55 and 62%. And here's the thing that's not his fault. Nobody taught him the system failed him. So here's my first piece of actual advice.

If you're an associate and you want to own, start learning the business of dentistry right now. Not when you find a practice to buy, but right now. Ask your current owner if you can see the P&LS.

Take a practice management CE course, read class content. We have it all over through webinars, blogs, this podcast, follow that.

What we publish because walking into an acquisition without understanding the financials is like performing a root canal without taking a radiograph first. You're just going to be flying blind and it's going to hurt.

The third piece of the mindset trap, and this one is subtle, I would say is what I call the golden handcuffs problem. Some associates get into a comfortable situation. Let's say they got good pay, they got reasonable hours. I don't have any management headaches.

I hear no overhead. Stress and comfort becomes the enemy of growth.

I've talked to associates who are earning 180,000 to $200,000, 250,000 a year, and they'll say, I'm doing just fine, though why would I take on the risk? And the answer is, because you're building someone else's equity.

Every crown you prep, think about this and Every patient relationship you build, every 5 star review you earn doesn't belong to you, belongs to someone else. When you leave that associateship, you leave with nothing but a W2 form. Ownership means you're building an asset.

A dental practice is a business with tangible, sellable value. And when you decide to retire or transition, you don't just stop getting a paycheck, you sell a multi million dollar asset.

That is the fundamental difference between being an employee and being an owner. All right, so you've decided you want to own. You've broken through the mindset barrier. Now what?

Well, the single most important thing you can do before you look at a single practice listing is to me, build your advisory team. I just, I can't stress this enough. Here's what we see go wrong.

An associate finds a practice listing online, gets excited, starts negotiating directly with the seller, signs a letter of intent many times. And by the time they bring in the professionals, the deal is already sideways.

They've agreed to terms they shouldn't have, they've missed the red flags in the financials. They've signed once again, like I said, most of the time a letter of intent without understanding what they committed to.

We get calls like this every month and it's heartbreaking because by the time that we're involved, pretty much the damage is done and the unwinding has to start. Your acquisition team should include four key players. So let's walk through each one for right now.

Number one, it has to be a dental specific CPA or accounting firm, not your uncle who does taxes, not a general accountant. I've even had a doctor recently use H and R block.

You need someone who understands dental practice financials inside and out because they're going to help analyze the seller's tax returns, review the P and ls, identify add backs and tell you what the practice actually earns versus what the tax returns show. And this is critical because dental practice tax returns are almost never a clean picture of cash flow.

A good dental CPA will find 30 to $80,000 in add backs or more that change the entire valuation picture. Number two is a practice transition broker or consultant. Now this is what we do at Class Solutions.

I personally feel a broker puts the buyer and seller together and offers a bank and a lawyer and says, let me know when the closing is. And so to me, that's why I insist that we are transition consultants.

Because the transitions consultant's job is to help you find the right practice, evaluated objectively, negotiate fair terms and guide you through every step of the Acquisition process. We've seen every type of deal structure, every type of seller personality, every type of red flag.

That experience is invaluable because you're going to do it. Go to do this maybe once, maybe twice in your career and what you don't understand is we're doing it every single day.

Number three is a dental specific attorney. You need an attorney who has reviewed practice purchase agreements before.

Not a real estate attorney, not some corporate attorney who's never seen a dental deal.

We need someone who knows that a non compete clause in a dental purchase agreement is different from a non compete in some, let's say tech company acquisition.

They'll protect you on the lease assignments, the non compete, the representations and warranties, the indemnifications and a dozen other provisions that can blow up on you if you're not proper, if the if your agreement's not properly drafted. Number four is a dental specific lender. Traditional banks look at student debt and see sometimes a risky borrower.

Dental specific lenders though, they look at the same numbers and they see a doctor purchasing a cash flowing asset with a historical default rate under 2%. They underwrite the practice, not just the borrower. The difference is in what you'll be approved for and the terms you get.

It can be many times, night and day. Now here's the key. Build these relationships before you need them. Start meeting with a good accountant, dental specific.

Have an indirect recall with a transition consultant. Listen to them, ask them questions to see how involved they're going to be in your help with them.

Get pre qualified with a lender so you know what your budget is when the right practice comes along. You need to move fast. Good practices don't sit on the market for months.

If your team isn't already in place, you'll lose the deal to a buyer who is well prepared. I had a client, we'll call her Dr. B who found a phenomenal practice.

1.3 million in collections, 56% overhead, great location, seller willing to transition for. She wanted help us to help her on the letter of intent. But she didn't have a lender lined up when we asked. So we introduced her to three banks.

And by time she filled out the bank information for just one bank, let alone three. Which took her about two weeks. Another buyer swooped in with a pre approved letter and a signed letter of intent.

She lost to practice, it sold to someone else and the next practice she found that was comparable, well it took her 14 months that 14 months of associate income instead of an owner income because she wasn't prepared. Now let's talk about what you should actually be looking for in a practice.

And I'm going to give you the criteria we coach our clients on, because more buyers focus on, I think, sometimes the wrong things. The first thing most associates ask about is collections. What's their collections? How much does the practice collect? And look, collections matter.

But there's. That's not the most important number.

The most important number to me is adjusted net income, what the practice actually puts in the owner's pocket after all expenses.

A practice collecting 1.5 million with 72% overhead is putting less in their pocket than a practice collect than a practice that's collecting 900,000. I'm sorry, with 55% overhead. I mean, just do the math. The $1.5 million practice nets, 420,000. The $900,000 practice nets, 405,000.

Almost identical take home, but one costs significantly more to buy because the purchase price typically is tied to the collections. So once again, don't chase collections, chase profitability. The second thing we look at is the patient base, and there are several layers here.

First, what's an active patient count? We define an active patient as somebody who's been seen in the last 18 to 24 months.

A practice might claim: 3000

We have gone and we know how to get the accurate patient counts from the PMS or the practice management software. It's important because in all three of these cases, the active patient count was off by hundreds and one of them was off by more than a thousand.

Second, what's the new patient flow? A healthy general practice should be bringing in somewhere between 30 and 40 new patients a month per doctor.

If you're seeing a practice with only eight to 10 new patients a month, that's two things. Either it's a marketing problem or it's a reputation problem. And you need to figure that out which one it is before you buy.

Because a marketing problem, well, that's fixable. A reputation problem is a different animal entirely. Third, and this is one of the most overlooked metrics, what is your hygiene recall rate?

What percentage of patients who are due for cleanings actually come back? If the recall rate is below 70%, you've got a retention problem. And that's going to erode your patient base over time.

A strong practice has a recall rate north of 85%. Now let's talk about your payer mix, because this is where a lot of buyers get burned.

Payer mix tells you who is paying for the dentistry and not all dollars are created equal.

As you know, a practice that's 80% Medicaid is collecting significantly less than per procedure than a practice that has 60% PPO and 20% fee for service. When you're evaluating a practice, and when we're evaluating a practice at class, we want to see a diversified payer mix.

Ideally, we want to see at least 15 to 20% fee for service, a solid PPO base.

And when I say a solid PPO base, I'm talking good PPO pain plans, not just any PPO plan because there's a ton of crappy ones out there and a limited Medicaid exposure, unless you're specifically looking to be in some type of a community health model. The other thing about payer mix is the growth opportunity.

You know, if a Practice is currently 90% PPO and you can implement some strategies to move that to 10 to 15% of that base to a fee for service or an in house membership plan, you've just given a significant revenue increase without adding a single new patient. That's where I'm talking about is looking at those and researching those PPOs and which ones are actually costing you money.

Get rid of them and switching them over into a membership plan or some other type of fee for service strategy. Next critical factor, and this one I think is huge. The team. And I'm going to just be blunt about this, the team is more important than the equipment.

Yet we constantly get buyers that want to be concerned about the equipment and don't think about the team. You can replace a worn out compressor for 15 grand.

You can't replace a lead hygienist who's been with the practice for 12 years, maybe 20, and has personal relationships with half of the patient base.

When we evaluate a practice for a buyer, we look at staff, tenure, compensation benchmarks and whether the team is likely to stay through the transition.

If the front desk manager has already told the selling doctor she's planning on retiring when he does, well, that's a significant risk factor because that person likely holds institutional knowledge about every patient in the practice.

And when we analyze the practice, if there's not good systems in place, then that does mean all that knowledge is in her head and not put down in the systems. And the protocols of the practice. So it isn't transferable in many cases. And finally the lease.

You know, I can't overstate how critical the real estate situation is. We had a deal last year where everything looked perfect on paper. Great collections, low overhead, solid patient base.

But the lease had 18 months left and the landlord was difficult and there was no renewal option. So my advice to the buyer was to walk away unless we could secure a long term lease as a condition of closing.

And it took five weeks of negotiation, but we got a 10 year lease with a 3% annual escalation. Without that, I would have told the buyer to move on.

Because if you buy a practice in a building that you don't control and the landlord decides to triple your rent or not renew it, well, you're looking at a minimum of half a million dollar plus relocation that could destroy your first few years of ownership. Now let's move into due diligence and valuation because this is the phase where we at Class Solutions add I think, the most value.

And it's the phase where unrepresented buyers make the most, I would say, expensive mistakes. First, the valuation. For us, the valuation has to be fair. There's a lot of myths out there about how dental practices are valued.

And you'll hear people say, well, you just take practices, the practice is worth 70% of the last year's collections. Or I've heard this one multiplied net income by 2.

And while those can be a rough starting point, real valuation is far more nuance than a single percentage. So at Clas Solutions, we, when we perform a practice valuation, we're looking at three to five years of financials, not just the trailing 12 months.

We got to analyze the trends of the practice. Is the practice growing? Is it flat for the last five years or is it declining? And if it's declining, how many years in a row has it been declining?

We're looking at the quality of earnings. Are the collection sustainable or were they inflated by a one time insurance settlement?

Or maybe a big implant case or several implant cases that year? We're evaluating the tangible assets. We're going to look at the equipment conditions, just so you know.

But we're also going to be looking at leasehold improvements in the technology. And we're assessing goodwill, the value of the patient base, the reputation, the systems and the brand. Here's a real scenario. We dealt with selling.

Dr. Wanted 85% of collections for his practice. And as we were representing the buyer, the practice was collecting 1.2 million.

So he wanted just over A million dollars on the surface, maybe not unreasonable, but definitely peak.

But when we dug into the numbers, we found that $180,000 of that 1.2 million in collections was coming from the doctor's wife, who was the hygienist, and she was retiring with him. So the actual sustainable collections with a new owner were closer to a million dollars.

We also found that collections had declined 8% over the past previous two years. There was equipment that needed to be replaced at around what I figured is estimated about 60,000 in what I would say near term replacement.

Everything was working, but it was getting. Some of that stuff was getting close. And the lease had only three years remaining.

Now, our valuation, when we reviewed it with the buyer, we said that the practice should be at about 900,000. Well, the seller was furious with us because he was wanting that over $1 million. But the numbers don't lie.

And the buyer who eventually purchased that practice, well, they got a fair price. She's now collecting the $1,200,000 and growing because she bought right and had room to invest. This is why you need an independent agreement.

Objective valuation, or the valuation that you are looking at needs to be done fairly. Sellers have an emotional attachment to their practice. They build it over 20, 30, maybe 40 years. And they see it as their legacy. And they should.

It's totally understandable. But the emotion doesn't set the market value. Cash flow, I should say, sets the market value.

Now, once you've agreed on a price and signed a letter of intent, due diligence begins many times for us at class. We start the due diligence even before the letter of intent. And this is where you put the practice under a microscope.

So let me walk you through what a thorough due diligence process looks like. First, you got to do your financial due diligence.

Your transition consultant and accounting firm needs to review the three years of tax returns, the P and L statements, balance sheets. They're looking for consistency, they're looking for red flags. What add backs did the broker put in?

Add backs are expenses the current owner runs through the practice. Just so you know that a new owner wouldn't maybe have like maybe a car payment, personal cell phone, I don't know, excessive CE travel.

These get added back to net income to show the true earning potential. Then you got to do the clinical due diligence. You and your advisor reviews the production reports by procedure code. What's the practice doing?

Is it heavy on bread and butter? Restorative? Is there a lot of implant or. Orthodontic products that require you to want to do those skills.

If 20% of the production is coming from procedures that you don't perform, then you need to ask yourself if you want that practice because you want the risk of doing those procedures. Patient based due diligence is next.

Active patient count, new patient trends once again, that hygiene recall rate payer, average production per patient visit. We've already covered why these matter. But during your due diligence, you're getting the actual verified numbers, not just what the seller told you.

Maybe over your first coffee meeting or lunch meeting with them. And then there's the legal due diligence lease review, employment agreements, insurance contracts, understanding liabilities, pending litigation.

Your attorney should be reviewing all of this. We had a deal where legal due diligence uncovered a pending patient lawsuit that the seller hadn't disclosed.

That would have been the buyer's problem post closing if we wouldn't have caught it. Here's my bottom line on due diligence. It is not an expense, it's an insurance.

And the 10 to 15,000 maybe that you'll spend on a thorough due diligence process can save you $100,000 or more in surprises every single time a buyer tells me they want to skip.

Or can we just go through it quickly and not pay that much for the due diligence to save money or I want to get this deal done, I tell them the same thing. The most expensive practice you will ever buy is the one that you did not properly evaluate.

So let's talk about money, specifically how you're going to pay for this thing. And I want to start by addressing the elephant in the room. And that's the student debt that we hear every single time.

The average dental school graduate is coming out with somewhere around 30,000 to 40,000. 30,000. Excuse me, way better, way bigger than that. 300,000 to $450,000 in student debt loan.

And a lot of associates look at that number and think there's no way a bank is going to give me or lend me another 700,000 or $1 million to buy a practice on top of this. And if you're talking to a traditional bank, yeah, you might be right. But dental specific lenders see the whole world differently.

Here's how they look at it. Dental practice is a cash flowing business with historically one of the lowest default rates of any small business category.

Typically it's been under 2% in the last five to six years. Under 1%. The lender isn't just looking at your personal Balance sheet, they're looking at the practice ability to service the debt.

So if the practice generates $400,000 in net income and the annual debt services is 130,000, well that's a comfortable ratio for a bank. They'll make that loan.

Most dental practice acquisition loans are structured, you know, 10 can be up to 15 year loans with rates that currently run somewhere in the mid single digits. Used coming down, but used to be a little bit higher. But the standard down payment, 0% because they're doing 100% financing.

So here's my advice on financing. Talk to at least three lenders. We always offer three lenders get competing term sheets. Don't just take the first offer.

We've seen clients save tens of thousands of dollars in interest over the life of their loan by simply shopping the deal.

And make sure you understand not just what the rate is, but the terms, the prepayment penalties, personal guarantee requirements, collateral requirements, and what happens if you want to refinance later.

We see so many times where the buyers get so caught up in the percentage or the rate that they miss out on all of those other things that I just had mentioned. And that's where the thousands of dollars in interest can occur. One more thing, on financing I see associates make this mistake constantly.

They try to save up a huge down payment by waiting years, losing hundreds of thousands in potential owner level income in the process. If you can just know this.

If you can get 10 to 15% liquidity and the practice cash flow supports the debt, the math always favors buying sooner rather than later. Run the numbers with your accountant or with your transition consultant. Don't let the student debt paralyze you. You found the practice.

Now you've done all the due diligence, you've secured the financing and closed the deal. Congratulations, you are now a practice owner. Now comes the part that most buyers underestimate and most advisors under prepare them for.

And that's the transition period. Let me give you the data point that should keep you up at night.

Practices with no seller transitions where the selling doctor leaves on day one, typically experience 10 to 20% patient attrition in the first year. That's one out of every four or five patients walking out the door on a million dollar practice.

That's about 150,000 to could be up to 250,000 in lost revenue. On the flip side, practice with a well structured 60 to 90 seller transition. See attrition rates under 5%.

That difference is massive and almost entirely within your control. So here's what A good selling transition looks like. From what we coach, the selling doctor stays on part time for anywhere between 30 and 90 days.

During that time, they personally introduce the new owner to every patient they see. Not a form letter, not a sign in the waiting room, but personal face to face introductions. Something like Mrs. Johnson, this is Dr. New Owner.

I've handpicked her to take care of you and I trust her completely.

That kind of endorsement from a dentist to the patient that's been trusting them for 20 years is worth more than any marketing campaign you'll ever run. The transition letter, don't get me wrong, it's important. It should go out to the entire patient base.

Ideally co signed by both the selling doctor and the new owner. It should be warm, percival and reassuring. We help our clients craft these because the tone matters.

Patients need to feel like this transition is good news, but it's not a disruption in their life. And here's the other part that nobody talks about. Once again, it's the team. The team transition.

Your team is going through their own emotional process. They're losing a boss they may have worked with for decades.

They're worried about their job security, about changes, about whether the new owner is going to come in and blow up everything. My coaching to every new owner is always the same for the first 90 days, minimum 60 days. Change nothing. Learn everything.

I know you've got hundred ideas that's racing through your brain about how to improve things. I know the scheduling system might be outdated and the morning huddle is non existent and the recall process has holes in it. I know all that.

But if you start making changes on day one, you're going to destabilize a team that's already anxious and it's going to alienate the patients who like things that the way they were. Spend those first 90 days building trust. Learn every team member's name, their role, their strengths, their concerns.

Meet with each person individually. Ask them what they love about working here and what they would change.

Take those notes and when you do start making changes after that initial period, involve the team in the process. People don't resist change, they resist being changed. There's a big big difference.

Let me take you through the patterns we see in the first year of ownership because they're remarkably consistent across hundreds of transitions we've been involved in. The owner who the owners who thrive in year one almost always do these same five things.

First, they invest in their Google presence immediately, local SEO, Google business profile optimization and a systematic review generation process. This I just got to tell you it's just low hanging fruit that most sellers have completely ignored over the years.

We see new owners go from 15 if 15 Google reviews to 100 plus within 6 months just by implementing a simple ask and follow up system.

And in most markets being the highest rated dental practice in your zip code, you is the single most important new patient generation that's available. And not only that, it's all free. Second, they expand services.

You know the most common addition we see are they'll add in Invisalign, maybe implant replacements, maybe some sleep apnea is getting very popular. These are high value services that many selling doctors don't offer.

But adding one or two of these can generate an additional 100 to 200 grand in annual production without adding a single new patient. You're just doing more for the patients you already have. Third, they focus on case acceptance and this is huge.

The average dental practice has a case acceptance rate somewhere around 50 to 60%. That means for every dollar of treatment you diagnose or only 50 to 60 cents gets accepted by the patient.

If you can move that number to 70 or 80% through a better case presentation, you know, get some visual aids, patient education and financial options. The revenue impact I'm going to tell you is extraordinary.

On a million dollar practice, going from 55 to just 72% case acceptance can mean an additional 170,000 to 200,000 in accepted treatment per year. Fourth, they always get, get, get strategic scheduling started.

Extended hours, one evening a week, maybe two Saturdays a month can unlock an entirely new patient demographic. Working professionals who can't come during that traditional nine to five schedule, well they are helped out with that change in your schedule.

The practices that add evenings and weekend hours consistently report that they're, that those are their most productive time blocks. And fifth, and this is the one that separates good owners from great ones. They track their numbers.

They know their daily production, they know their collection rate, they know what their overhead percentage is. When I ask them their new patient count, their hygiene recall rate, they review their numbers weekly, not quarterly, not annually, but weekly.

Because you can't improve what you don't measure. And small problems caught early are 100 times cheaper to fix than big problems caught late.

Now the owners who struggle while they almost share a common mistake, they try to do everything themselves. They're the dentist, they're the manager, they're the marketer.

We have dentists that brag about doing their own websites, the hr, their own HR department and they do their own accounting. And guess what? What we get from most of them is 10 years later, they're burned out.

They want to go back to being an associate because they didn't realize it was going to be this tough being an owner. The most successful owners we work with learn to delegate early. They hire an office manager they trust. They outsource their marketing.

They work with a dental specific accounting firm instead of just Joe Schmo. And they meet with their accounting firm on a quarterly basis, not just at the end of the year to get their taxes done.

Being an owner doesn't mean doing everything. It means making sure everything gets done. All right, so let me bring this all together.

If you're an associate listening to this right now, here is your roadmap and I want you to write this down. You can bookmark this episode because this is the exact process we walk our clients through at Class Solutions. Step one.

As we mentioned, start learning the business of dentistry today. You can start by reaching out to us and reading our buyer transition guide and not waiting until you're ready to buy.

Understand what a P and L looks like, what healthy overhead means, what drives the practice. Value. This knowledge will serve you for the rest of your career. Do it today. STEP 2. Build your advisory team.

Remember, connect with dental specific accounting firm, a cpa, a practice transition consultant. I feel not a broker, an attorney and a lender.

Build those relationships before you're under pressure for a deal that you may put set it up as going sideways. Step three, Define your criteria and start looking.

Know what you want, know the geography, the collection range, the practice type, the deal structure and start evaluating opportunities with your team. Step four, when you find the right practice, execute through due diligence or thorough due diligence. Excuse me. Do not shortcut.

This process is the difference between a smart investment and an expensive lesson. Step five, Close the deal. Execute a strong seller transition and spend your first 90 days learning, not changing the practice.

Cannot stress that enough. Step 6. Invest in growth strategically.

Get your digital marketing, expand your services, get some case acceptance, training, schedule optimization, measure everything. And step seven, Enjoy the ride. Ownership. Not going to lie. It's hard. It is stressful.

There will be weeks where nothing goes right and there's going to be months where everything breaks. But it is also the most rewarding professional decision you will ever make. You're building something that is yours.

You're building equity and you're building your legacy and you're building wealth that an associateship will never provide you. Now, if any part of this episode resonate with you and you want help navigating the transition from associate to owner.

Well, that's exactly what we do at KLAS Solutions. And head to classsolutions.com reach out to us and let's start a conversation. Let's do a discovery call.

We do practice valuations, acquisition consulting, buyer advocate, transition coaching, and everything in between. We're here to be in your corner. If you found this episode valuable, share it with an associate. Let them hear it as well.

Leave us a review subscribe so you don't miss out on the next upcoming episode. But until then, I'm Phil with KLAS Solutions. Keep building, keep growing, and we will talk soon.