Webinar: COVID Federal Relief for Business: PPP and EIDL Loans, SVOG & ERC

Amanda: Hi. We'd like to welcome everyone to today's webinar, COVID Federal Relief for Businesses: PPP and EIDL Loans and then our Shuttered Venue Grant and our Employee Retention Credit.

So just a little bit of housekeeping before we get started. We're going to take questions at the end, but if you have any questions as we go throughout the webinar, feel free to type them in. There's a section on the GoToWebinar panel where you can place those. We'll answer as many questions as we can. If we don't get a chance to answer your question at the end, we'll have someone, one of the panelists get back to you afterwards with an answer.

Today with us we have Henry Rinder. Henry is a licensed certified public accountant in New Jersey and New York with more than 30 years of public accounting experience. We also have Joseph Montero. Joe is a member of the firm and he's also a licensed certified public accountant in New Jersey and New York. And we also have with us today as our very special guest, we have Young-Ji Park. Young-Ji is an attorney at Genova Burns in their Newark, New Jersey office and is a member of their Business Transactions Law Practice group.

And with that, I will pass it over to Henry to get started.

Henry Rinder: Thank you, Amanda. Really appreciate your hosting and our introduction. The topic again cannot be any more timely. We continue to deal with COVID-related relief changes and new opportunities for our clients and businesses. And our agendas... We'll go over some of those continuing opportunities in the Paycheck Protection Program with the EIDL loans from the SBA. We're going to address how the PPP loans can be turned into grants by obtaining a forgiveness.

Joe actually is here to address the accounting and audit issues that we are facing in challenges that are coming through because of the pending forgiveness on the PPP loans, and some of the compliance issues with respect to the EIDL loans and Employer Retention Credits.

We also have on the agenda, and I'm not sure whether we're going to have enough time to go over it. Maybe we'll mention it shortly and then we'll put another webcast for you on Shuttered Venue Operators grants. There are other opportunities that are coming through that actually designed for restaurants. So I think we're not going to be able to cover it all today, but this gives us ability to put another webcast together on this point.

We are lucky enough. We are delighted to have Young-Ji Park today with us. She and her team at Genova Burns have been working closely with our partners on some of the forgiveness applications and issues that are arising with respect to the forgiveness. So I'm going to turn the microphone over to Young-Ji as we go to the next slide, and she will walk us through with what is the current standing with respect to the PPP loans. Young-Ji?

Young-Ji Park: Hi. Thank you. So I'm talking about some of the changes that have come about. I'm sure many of you on today's session have become familiar with the PPP program and its availability. As you may know, the American Rescue Act extended the application deadline for the PPP loans. Applications are still being processed through May 31st. Businesses are able to apply for, again, if they qualify, first draw loans, which were the loans that were made over the course of the past year. For first time recipients of PPP loans, the eligibility criteria stayed pretty much the same. Allows for the 500 employee size as well as the alternative SBA size standard. Sorry, could you go to the next slide?

Additionally, it also expanded eligibility to certain other types of businesses. Have listed a couple here. The housing cooperatives, eligible destination marketing organizations, eligible 501(c)(6) organizations, although for certain of these organizations the size standard did drop. To the extent that any organizations that were not eligible in the first few rounds think that they qualify because of the somewhat expansion under the December 27th consolidation of the Appropriations Act or the American Rescue Act, you should review the qualifications.

In addition, in consideration of the ongoing crisis there was the introduction of a second draw PPP loan. If you recall, the PPP was intended to be a one-shot program where individuals, businesses could only receive the loan, one, because of the duration of this pandemic crisis. The December 27th Appropriations Act contemplated that businesses could, if eligible, could apply for a second draw loan. Of course not all businesses that qualified for first draw PPP loans qualify for second draw PPP loans, because as you can see from this slide the size standards have been reduced to 300, and also there is a revenue reduction requirement such that in order to qualify, a business has to have experienced at least a 25% reduction in revenues in a calendar quarter in 2020 as compared to 2019.

Second draw loans also impose some additional limitations and exclude certain other types of businesses. So there are some of these considerations that you may want to be aware of before you submit an application for that. But you do have until May 31st to review the criteria.

Next slide please. One other thing that the rule, among others, has done is also expand some of the categories of allowable expenses, which also translates to forgivable expenses, and they're listed in [inaudible 00:07:11] here. The covered operations expenditures, covered property damage costs, covered supplier costs and covered worker protection costs. Now please be of caution that these are defined very particularly. I flag here for covered supplier costs, there's an essentialness to the requirement that it has to be essential to the operations of the business at the time of expenditure. And it must be made pursuant to a contract, order, or purchase order in effect at anytime before the covered period or with respect to perishable goods.

Covered worker protection costs are any implementations that you're doing in response to OSHA, DHHS or CDC guidance with respect to sanitation and social distancing measures.

Still allowable: the fundamental costs, payroll, group health care benefits, mortgage interest payments, rent, utility. Those are still allowable costs. Of course, please note that these are obligations with respect to utility, rent and mortgage interest, obligations that were incurred prior to February 15, 2020 of not any time after. And certainly with respect to mortgage interest payments, no principal payments or prepayments.

Next slide please. Joe's going to be talking about the accounting to get... for purposes of seeking forgiveness. There are three forms that the SBA introduced and has posted on its website. There's a 3508S form, which is for smaller loans of $150,000 or less. It's a one pager with a couple of fundamental certifications to be made.

A 3508EZ for businesses that's not reduced their annual salary or hourly wages of any employee by more than 25% during the covered period as compared to the immediately proceeding full quarter before the cover period and didn't reduce the number of employees or average paid hours between January 1st and the end of the covered period. Or alternatively, you don't reduce the annual salary or wages by more than 25% and you were unable to operate during the covered period at the same level as you were able to operate prior to February 15, 2020.

Those roles have not changed. To the extent that you don't qualify for either of those forms, you will need to complete the 3508, the more comprehensive form, which also allows you to compute any reductions to your forgiveness amount.

And with that, I think, Joe, if you want to go to the next slide with the accounting.

Joseph Montero: Hello. Okay.

Henry Rinder: You're alive.

Joseph Montero: I'm alive. In regards to the accounting for the PPP loans as well as some of the other programs we'll talk about, needless to say, for calendar year financial statements being that we're on April 27th today, I'm sure a lot of participants have analyzed this and gave this proper consideration. But I will go through the accounting and the alternatives that are available for accounting mostly for the forgiveness.

Currently US GAAP does not have anything specifically addressing government assistance. And what US GAAP says when that situation occurs that you generally try to look for other US GAAP that you might be able to analogize to the transaction or event. And lastly, if not, you could seek other guidance from other standard setters. In particular, it would be the International Accounting Standards, International Accounting Standards Number 20, is the relevant standard.

In regards to a PPP loan, it is a loan. It's a legal form of debt and generally you may account for it as such, which we will record the proceeds as a debt liability and you would maintain that obligation until you're legally released from that debt. And at that point in time, then you would recognize income from extinguishing of that liability. Until such time you're legally released, you would not be permitted to do so.

However, there are situations where entities might consider this an in-substance government grant. And in that case there's two leading alternatives. One being IAS 20, International Accounting Standards, which is counted for government grants. And then there's not-for-profit accounting within US GAAP. I'll start with the not-for-profit.

Not-for-profit accounting standard that applies is ASC 958-605. However, because it is for not-for-profits that standard specifically excludes from its scope business entities. However, because as I stated previously, US GAAP does say in its framework that you may seek other standards that may be able to be analogized to the current situation. If you were to follow non-for-profit accounting and consider it a grant, you would have to ensure that you've met all the conditions that were required to obtain forgiveness. And at that point in time, and only that point in time, would you be able to recognize it as either grant revenue or other income in the financial statements.

In regards to IAS 20, which as far as I've seen, seems to be the more popular of the alternatives is where if an entity has analyzed their eligibility and they believe that they will in fact have been accepted for forgiveness, then what the company might do when they receive the proceeds is to establish a deferred income liability, and then recognize that ratably over a period of time as you expend or you spend the qualifying expenses. So you'd recognize income in proportion to the expenses being incurred. And as it's released into income, generally there's two ways to present it in the financials. One would be to be reflected as other income, or it might be netted against the related expenses.

In regards to disclosure which is important, it's naturally important to disclose what accounting policy is being followed, whether it's treatment as debt, whether you're following IAS 20 by analogy or you're following the not-for-profit accounting analogy as well. And things that often get disclosed are significant terms and conditions of the government aid, the form of the... the form in this case, it's a loan, interest rates, repayments in the event that forgiveness is not... is given.

One thing that's probably more current than most of what I just went through is when the Treasury Secretary recently announced that any recipient that has received proceeds greater than $2 million will be subject to an audit from the SBA kind of put an additional emphasis on whether or not the entity is originally was eligible and qualified for the loan. And in that regard, there has to be additional consideration as to whether or not the entity really believes that they... that it's probable that the loan will be forgiven. So sometimes that requires an analysis to ensure that they in fact did when they applied for the loan, did in fact qualify.

So there's various footnote disclosures that one might put in there, depending on what the outcome of that analysis is. If they believe there is a chance that they will be audited in either all or none of the portion of that loan will be forgiven, then sometimes the disclosure regarding that contingency might be necessary.

Henry Rinder: Joe, since you mentioned that, I know you as an auditor, you're facing this situation, this uncertainty. And I know that on some of our engagements, we actually worked with Young-Ji and her team to help us in sort of legal analysis and determinations regarding basically these different requirements built into the original law and as it has evolved through SBA rules changes and new laws being enacted.

So perhaps Young-Ji, can you comment on it? How you guys are approaching this from legal analysis to give some additional comfort to people like Joe and myself when we are dealing with basically legal analysis of law and facts and circumstances.

Young-Ji Park: I think that consistently we're advising businesses that apply or have applied for PPP loans to make sure that they've evaluated their business and financial circumstances as of the date of the application including projections for... The necessity certification is that due to the uncertainty of the economic conditions that the business needs be, that their loans was used to support ongoing operations. Obviously, the pandemic has continued for a period of time.

What's been helpful for us in providing counsel to clients is although it's a double-edged sword because of the fact that business applicants of PPP loans have had to now have to complete the necessity questionnaire for the borrowers who received in excess of $2 million across affiliates. It's also been very helpful for us to understand at least what factors the SBA is taking into consideration or allowing us to take into consideration for justifying our certification of need.

So for instance, one obvious factor is liquidity, availability of funds from other sources, even though that was waived in the Cares Act with respect to the requirement that you not be able to obtain funding from other sources, generally it's looking at an articulation of the availability of monies from sources other than the PPP loan proceeds. Looking at the expenditures that you've incurred to comply with many of the standards that have been put into place either by local or federal government including those have [inaudible 00:19:37] and some businesses and then sell [inaudible 00:19:41] to allow for the continued operations of businesses.

So we have to look at it from a holistic approach, but looking at both the questionnaire and what the organization believes to be the case at the time of the application and what's evolved through the date of the completion of any kind of necessity [inaudible 00:20:01].

On the second draw PPP loans, the FAQs that the SBA and treasury issue occasionally has been updated because of the requirements that applicants of second draw PPP loans have to have experienced at least a 25% reduction in revenues in a calendar quarter in 2020 as compared to 2019. They did say that they'll deem that a necessity certification to have been made. So in terms of the second draw, the fact that you qualify because of the substantial revenue reductions you've experienced in 2020 may also alleviate some of those pressures. That's not to say that the SBA doesn't have a right to inspect your records.

You do have a document retention obligation for a period of four years with respect to payroll and employment records and three years for all other records including all of your expenditure records for utilities and other allowable expenses, but you should keep that in mind. Does that help Henry?

Henry Rinder: Absolutely. I'm thinking that the last time we came to anything close to this kind of disaster was probably in 2009 where in the spring of 2009, businesses were facing a huge uncertainty because of the financial crisis, not because of the pandemic. But nonetheless, when management of businesses is looking at this level of uncertainty, it's hard to tell what the future will bring, and obviously to articulate it and to document it is even harder but... which is why we turn to you as lawyers and help to guide us through this level of uncertainty.

Perhaps we can move to the next slide and then we'll entertain at the end some questions from the audience. Young-Ji, this is... We go on now to EIDL loans and what's new and exciting. So we turn it over to you again.

Young-Ji Park: Yes. And just to piggyback off of what you were saying, Henry, and the discussion that we had, I just want to also note for everyone that it seems that the SBA continues to update its website and issue new rules pertaining to this program. So things constantly change. I think that it's prudent for all of us to be aware of those changes.

With respect to the EIDL loans, again, this isn't a new loan program, but there have been some modifications in light of the pandemic crisis. With respect to funding under this program, as it specifically pertains to this COVID disaster, the application deadline is December 31st and the maximum loan amount has been increased. Terms have pretty much stayed the same, it's 30 year loans bearing interest at the rate of 3.75%. Allowable uses are limited to working capital and normal operating expenses, again by regulation, which are necessary to carry out the business until the resumption of normal operations.

So excluded from this are refinancing of existing indebtedness, making payments on loans owned by another federal agency, paying any tax obligations, tax penalty obligations, repairing physical damage and the payment of dividends or other disbursements to owners, partners, officers, or stockholders, except for reasonable remuneration that's directly related to the performance of services for the business. So I think that one's a little tricky and you want to be mindful of what it is that you're doing with respect to the use of the EIDL loan program money.

Next slide please. Before Joe talks about the accounting for EIDL, I just want to point out that previously with this program, it had a grant component. The EIDL grant is no longer available that had provided us $10,000 per applicant for an EIDL loan as a grant that's not repayable. Instead both the American Recovery Act and the Consolidated Act contemplated this targeted EIDL advance to supplement grants that were made to eligible applicants back in 2020 who didn't receive the full sum of $10,000. Again, there was a shortage of funds last year and there were many businesses I think that were reduced to somewhere between one and $5,000.

So this allows for some of those businesses to receive additional funds. It's not an application process. It's the SBA reaching out to eligible applicants directly. Again, just a note just in case of... a business received some EIDL funding last year and may qualify because of the severe revenue reduction that they experienced last year. Next slide.

Henry Rinder: Joe, this is back to you. And before you take the mic, I just wanted to get your insight and thoughts on the fact that in the EIDL space, distributions, dividends to shareholders and partners, members of LLCs may be prohibited. So I'm wondering how that's going to impact our auditing and review engagements, Joe?

Joseph Montero: Yeah, sure. In regards to EIDL, because it is in fact a loan and with the exception of the previous emergency grant, the $10,000 that was provided earlier, it's treated as a loan. However, probably the most important area around EIDL loans is really is disclosure. Making sure that any compliance requirements that the company has in regards to qualify for this loan and continuing to stay in compliance with the loan agreement is important just as much as any other loan agreement that has both positive and restrictive covenants etc.

It's important to make sure that if the company... For example, I know of a company a couple of weeks ago, we identified that they had sold a part of their... some assets from their business. And in evaluating that, it was determined that they broke a covenant within their EIDL loan. So it's probably important because it's so unique in regards to what most people are used to in regards to a more traditional loan agreement with the EIDL loans because there are more prescriptive compliance requirements. It's important to analyze those and ensure that you in fact are maintaining compliance with the agreement.

So the accounting is pretty straightforward. It's treated as debt like in anything else. The disclosures would provide the same terms and conditions, interest rate, payment dates, etc.

In terms of accounting for the temporary grant or the emergency grant, similar to the PPP loan, there is an opportunity if you wanted to, it might have already been done if... Because that portion was originally forgivable, you could go through the same analysis and analogize to either IAS 20 or the not-for-profit accounting that would allow you to take that into income either under not-for-profit when all conditions have been met or following IAS 20 ratably over a period of time. Because that's no longer active, the accounting for that's probably going to be somewhat limited.

Henry Rinder: Joe, so in your recent experience, when you mentioned that there was a covenant situation in one of your engagements, as I recall the GAAP, the requirements would be to get a waiver from the lender in order to not to accelerate the loan to current and to show much more robust disclosures about it. Were you able to get a waiver or were you forced to address it from the US GAAP as a breach of the agreement?

Joseph Montero: We are... It's still in motion. A waiver hasn't been received yet. It was communicated to the SBA that they in fact were... was out of compliance with the loan agreement in regards to how that's going to resolve itself, but that's to be determined, but it is important to make sure that you read those compliance requirements because they may not be as familiar as some of the more traditional compliance requirements and other debt agreements.

Henry Rinder: Agreed. Let's move to the next slide, and we'll turn again to Young-Ji and if you could give us an update on the employee retention credits.

Young-Ji Park: Sure. So as anyone recalls, the employee retention credits under the Cares Act provided that certain businesses experiencing a full or partial suspension during the calendar quarter due to government orders limiting commerce, travel, meetings due to COVID-19 or a reduction in gross receipts for a calendar quarter of more than 50% of gross receipts as compared against the same calendar quarter in 2019 would make you eligible to take advantage of the Employee Retention Credit program in 2019.

The 50% has not changed for 2019, but with respect to 2021, there has been a change. In fact, the pers... Sorry, let me back track a little bit. Qualified wages are the wages that were paid to an employee during the calendar quarter based on the employer's size, whether it was a employer with more than 100 employees or less than 100 employees, able to take advantage of a credit of up to 50% of qualified wages, qualified wages being capped at $10,000 for the calendar year. That was the rule for 2020.

With the changes made by both the December 27th Appropriations Act and the American Rescue Act, the allowable credit that can be taken has been increased to 70% of qualified wages and the $10,000 cap has been increased to... or has been changed so that it applies per employee per calendar quarter in 2021.

An eligible employer who can take advantage of the credits is one who carried on a trade or business during the calendar quarter for which the credit is determined and meets either of the two prongs that are set out in this slide. That is that again that their trade or business was fully or partially suspended during the calendar quarter due to government orders limiting commerce, travel, meetings due to COVID-19 or you experienced a reduction in gross receipts for the calendar quarter as compared against the same calendar quarter in calendar year 2019, the reduction being 20%. So your gross receipts per calendar quarter in 2020 are less than 80% than that of the same calendar quarter in 2019.

Next slide please. As I mentioned, both the Appropriations Act and the American Rescue Act made some modifications to qualified wages, how that's determined and it's determined based on the employer. I mentioned before, in 2020 the rules were based on an employer with 100 employees. That was the threshold, 100 full-time employees.

In 2021, the qualified wages for how that's determined is determined by employer size still, but increased to 500 employees. So an employer with greater than 500 full-time employees is deemed to be a large employer and the qualified wages that are computed vary depending on whether the employer is a large employer or a small employer based on the 500 employee threshold.

So with respect to wages that were paid to employees due to a suspension of operations for compliance with governmental orders due to COVID-19, you're looking at where there is... For a large employer, you're looking at only those wages that were paid to affected employees. So wages that were paid to employees who were not able to work during the period of time that the business operations were suspended partially or fully.

With respect to an employer that has less than or equal to 500 employees in 2019, then you're able to count all of the wages that were paid to employees during the affected period as qualified wages, which could be significant for businesses that were impacted by COVID-19, again either because of the impositions of suspension orders or because of your receipts.

There's a slight distinction in Q3 and Q4 due to the American Rescue Act. Again, here the distinction is really with respect to the trigger, whether you're impacted due to partial suspension, again for employers with 500 or fewer employees, whether you business operations were suspended versus whether you were experiencing a reduction in receipts.

With respect to a small eligible employer with 500 or fewer employees who experienced a partial or full suspension of operations, you can count as qualified wages wages that were paid to employees during the period of time that the suspension was in effect.

With respect to a small employer with average full-time employees during 2019 of again 500 or fewer employees, if you were experiencing a reduction in gross receipts during the calendar quarter, then you would be counting the wages that were paid during the quarter that the gross receipts were reduced by at least 20%. Again, the qualified wages are limited to $10,000 per employee per calendar quarter in 2021. And that's an expansion of this program because, again, in 2020 with the Cares Act, it had actually been very much more limited to such that it was $10,000 for across the calendar quarters.

Next slide please. Also, previously the rule was that you couldn't benefit from both programs, that's the PPP program and the Employee Retention Credit. That is if you accepted a PPP loan, you were not eligible for the Employee Retention Credit. That rule has also changed. You can take an Employee Retention Credit, notwithstanding the acceptance of a PPP loan or a Shuttered Venue Operators grant, or Restaurant Revitalization grant.

However, the programs do need to be coordinated such that whatever you use as your qualified wages has to take into account a reduced, be reduced by that amount that was attributable to payroll costs under the Paycheck Protection Program. So assuming that you're eligible for forgiveness of all of your payroll costs, used for which the PPP loan was applied, you would have to reduce your qualified wages.

So let's say that an employee has $10,000 of qualified wages for an employee, but a percentage of that person's wage of what would have been qualified wages were paid for with Paycheck Protection Program monies, that qualified wage for that employee would be reduced by the amount that was paid for with Paycheck Protection Programs. Again, and that's related to the premise of not duplicating costs to be paid for with federal funds.

For small employers who don't have sufficient funds, they do have this opportunity that you can seek an advanced payment of the credit, not to exceed 70% of the average quarter wages. And there's mechanisms to do that via IRS Form 7200, and I've linked that on this slide as well. Next slide.

Henry Rinder: So before Joe opens up on the accounting for the credits, I think we're going to be running out of time pretty soon. So let's go over this slide and let's go to Q&A for a few minutes. I know we were... wanted to talk about shuttered venues. I think that's going to be a very good topic, like I said, on the onset of this webcast for another seminar. Unfortunately, these are complex matters with a lot of detail and we want to respect everybody's time and especially the audience, and so we'll be wrapping up shortly. Joe, please.

Joseph Montero: Sure. The good part is that this portion, this slide won't take very long at all. The Employee Retention Credit is accounted for in a similar way as a PPP loan would be in regards to its forgiveness. Again, US GAAP doesn't have anything specific that addresses government assistance. So under codification 105 says that they establish a decision making framework that says, again, you could look to other accounting standards to analogize to the conditions and terms of a transaction or event. And then you could also then go outside and go to other standard setters.

So the two primary accounting models that are used to account for Employee Retention Credits is the same as we mentioned before, the not-for-profit accounting and the IAS 20. And in the same regard, in terms of recognition and presentation in the financial statements under not-for-profit, you would recognize the Employee Retention Credits as the conditions that were necessary to qualify have been met, and then you could recognize it as grant income or other revenue in your financial statements.

If IAS 20 is followed, once you believe that it's probable that you're entitled to these credits, you'll generally recognize that as other income or you could deduct it against the employee payroll expenses.

One important note on this is that even though it's a tax credit of sorts, it's a payroll tax credit. It's not an income tax credit. So therefore the income tax guidance is not... This particular program is out of scope of the income tax standards. So there's no connection between this Employee Retention Credit and accounting for income taxes.

Henry Rinder: Thank you, Joe. Amanda, let's go to the Q&A and let's see if we have any questions from the audience.

Amanda: Yeah, we have quite a few questions. I have a feeling we won't get to all of them, but we'll try to cover as many as we can. One of the questions that someone had was if there's any restrictions to the type of costs that are included under supplier costs. The example they gave was security. But if there's any kind of third party payments or things more related to services versus goods, or if there's any restrictions on that for the PPP loan.

Henry Rinder: Young-Ji, would you like to address that question?

Young-Ji Park: Sure. So the first is the prongs. You need to meet the two prongs that I mentioned regarding the necessity and the preexisting obligation where it's not a perishable good. But in terms of services versus goods, there isn't so much that I recall of... For instance, there isn't a... I didn't see a prohibition on the payment of service costs. I think that you need to make sure that you can justify that none of the costs are necessary for your ongoing activities and also that it's a preexisting relationship.

Henry Rinder: Amanda, any other questions?

Amanda: Yeah, one of the questions... Another question that we had, I know Young-Ji, on your side, you had mentioned that the payroll cost calculations for the second draw, you can use 2020 or 2019 as the calendar year. But if someone hasn't applied for that first year... for that first draw yet, can they use the 2020 or 2019 payroll information or do they have to use 2020 for that?

Henry Rinder: I guess it's Young-Ji again, please.

Young-Ji Park: I'm sorry. And I'm just going to correct the statement. I just looked at the supplier cost and it actually does talk about goods. Let me take a look at it closer after the call and shoot Amanda, just a quick clarification answer to that question. With respect to the 2019, the rules currently say that you can use 2019 or 2020.

Henry Rinder: So you can use either either or?

Young-Ji Park: Yes.

Henry Rinder: One more question and then we're going to wrap up. And by the way, we're going to take the unanswered questions and we'll get them over to Young-Ji and Joe and we'll try to get you a written response to your questions. Amanda?

Amanda: Sure. So one final question, someone had asked if there's any restrictions on the Employee Retention Credits in terms of entities. So they referenced a single member LLC, but is that something that's open to anyone as long as they fit the other criteria or is it only for specific entity type?

Henry Rinder: Perhaps if you can repeat that question, Amanda, but Young-Ji if you understood the question, that we don't have to repeat it, but if you would like to have it repeated, we can repeat it.

Young-Ji Park: I think Joe mentioned before that this is a payroll tax credit. So with respect to a single member LLC, I don't believe that they would be able to take advantage of a ERC. Joe, do you have any other thoughts on that?

Joseph Montero: No, actually I do not unfortunately.

Henry Rinder: Let's address it and then in a email, if the answer is different than what we just heard. We will get to all your questions and we'll get back to you on those questions with... Having said that, I wanted to thank Young-Ji Park for participating today and giving us her insight. I wanted to thank Joe as well. You guys did a terrific job, and Amanda, thank you very much for hosting our event today and thank you to everyone for attending. Have a great day.