The New Joint Employer Rule

Opening

Joe Young:

Hello, GovCon HR professionals. Good afternoon, and welcome to episode two of the GovCon HR Round-Up. It is my great pleasure to again be with my partners and employment law experts, Seth Berenzweig and Declan Leonard, the founding partners of Berenzweig, Leonard LLP.

Declan Leonard:

It's great to be here.

Joe Young:

Broadcasting from the marvelous studios at Belk Digital Strategies in Tysons Corner, Virginia, under the leadership and guidance of our producer, Mr. Todd Castleberry. Thank you again for those who joined us last month, welcome back, and for anybody joining us for the first time, hello and thank you for taking the time to join us here on the Round-Up.

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Introduction

Joe Young:

We're ready to get going here, guys.

Declan Leonard:

Yep, it's great to be here with you and love the association with Gov Con Pay. Really appreciate it.

Joe Young:

Thank you very much. It's always a pleasure to be with you gentlemen. Before we get into our topic, I want to let our audience know that we aim to make this as interactive and as productive as possible. Personally, I had a bit of trouble getting questions in the first episode, but I think we're in a better place now. So, if you have any questions, please enter them into the chat. We do have some processes in place to get those to me, and we'll do the best we can to get Declan and Seth to answer them during our time today.

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Current Topic Discussion

Joe Young:

As far as timely, our topic today is addressing something that goes into effect in 13 days. This may be the most timely topic that we will have.

Declan Leonard:

It's a good one, definitely. The National Labor Relations Board's new Joint Employer rule goes into effect on February 26. There's a lot of talk going on about the impact on government contractors. What are we talking about? Why do we need it? Why do we care?

First off, the National Labor Relations Board, you know, might not be all that familiar to some HR folks. It is a federal agency, distinct from the Department of Labor, and it polices workplaces for unfair labor practices. It's a pretty potent agency, very active, and has the ability to file charges that don't have to go to court necessarily. So, if you are in the crosshairs as a company, it makes a big difference.

Seth Berenzweig:

And one of the things that's also interesting and important about the National Labor Relations Board is that it governs workforces regardless of whether or not they're under a collective bargaining agreement. Today, there's this new rule that really affects industries across the board, regardless of whether or not the workforce is unionized.

Declan Leonard:

What we're talking about here today with the joint employer rule that the National Labor Relations Board has passed, this is okay, I know who my employees are. They show up, I go pay government pay, does their payroll, they show up on my books, they get W2 and everything. What we're talking about is other entities' employees, and whether or not those can be charged to a company under the joint employment rule. What the National Labor Relations Board did and what's going into effect, as you just noted in about 13 days, is they've greatly broadened the standard for finding who is a joint employer. They basically just say if you have the ability to exercise control, whether or not you ever do it, even if you just have the ability, whether that's directly or indirectly, which who knows what indirectly means, half the time I see that phrase used all the time legally.

And I'm like, I don't even know sometimes what that means. Then you can be charged as a joint employer and you can be found liable.

Seth Berenzweig:

Yeah. And I think that really another way to look at it is that up until when this rule comes into effect in a couple of days in the federal space, you would have all the great taste of all of the joint ventures and teaming dollars without the calories of taking in somebody else's liability. And at that point, it was fine, because if it was something that happened with your teaming partner under a joint venture agreement under a teaming agreement, under a subcontractor government or what have you, you would just say, that's very nice, but not my problem because not my employee.

What happens now is that you are you are going to have to ingest those calories. So unless you have a refinement of your documents and also depending on the situation, because now this is a big change that's going to affect and really upend that whole aspect of that landscape in the federal space.

Joe Young:

Yes, the calories is a really nice analogy.

Declan Leonard:

Yeah. Sounds like some indigestion there.

Joe Young:

Yeah, serious indigestion from those calories.

Declan Leonard:

Let's talk a little bit about the mechanics and then let's talk about the practical impact for companies. So from a mechanics standpoint, what the National Labor Relations Board has done is they've laid out seven essential, what they call terms and conditions. But basically what happens in the workplace if a company has either has the ability to exercise control either directly or indirectly on one of these seven things, then it can be found to be a joint employer and therefore liable just as though they were their employees.

And I think it's important we're not going to get too heavy on the mechanics, but I think it's important for us to just go through these seven so that people understand what we're talking about. And as I'm reading these, it only has to be one of these. And if you can exercise a control over one of these, then you could be found a joint employer.

Seth Berenzweig:

So out of seven, if you're good on six and you only run afoul of one, you're a joint employee.

Declan Leonard:

100%. So let's walk through them. Yeah, wages, benefits, and other compensation. So if you had the ability to dictate wages, benefits, you know, and think about it, you know, some of this stuff is flowing down from a prime. Some of this stuff is the subject of a teaming agreement. All of that stuff, you know, could come into play.

The second one, hours of work and scheduling. I mean, how many subs out there don't even really see where their employees are because they're either at the government site or at the prime site. So that's why this is so important, particularly for the structure of government contracts. The third one, the assignment of duties to be performed.

I mean, it's another one. I mean, think about subcontractors. You know, most of the time the prime is the one that's going to be setting this. And frankly, the contract is also supervision of the performance of duties once again fraught with peril in the government contracting structure. Let's see, what are we on number five, work rules and directions governing the means and of performance and discipline.

You know, so that's another one. They have to watch out for the tenure of employment, hiring, and firing. And we're going to talk about that because, remember, it's not directly hiring or firing. It's indirect also. And so, you know, the...

Seth Berenzweig:

Ability of...

Declan Leonard:

Yeah, the ability to do once. Yep. And how many times do we see where a prime says, you know, let's remove this the subs employee And then the final one is working conditions is related to safety and health of employees. This is particularly pertinent to construction companies and the government contracting realm, just because, you know, that is just such an area that's there. So just one of those and you could be found to be a joint employer under this new rule.

Joe Young:

That's pretty broad.

Declan Leonard:

It really is. I mean, this is not...

Joe Young:

Else is not there that, you know, it's pretty all encompassing. Yeah. Really as such the game changer for this that because everybody Yeah.

Seth Berenzweig:

And it's one of the things that's really unique about it also is the timing. This hasn't gotten a lot of publicity and even when it does and when it comes out, it sounds a little dry. It's kind of sounds kind of like your grandfather's regulation. It's like, okay, the joint employer rule before you dig into it, it almost sounds a little bit esoteric, but especially in the federal space, when you have all of these teaming agreements, joint venture agreements, subcontract agreements, etc., this is something that's going to have an immediate impact within just a couple of days, which is why this is such an important topic, especially in the federal government contracts arena.

Declan Leonard:

And so I would just point out that the reason why it's getting so much attention is because up until now, under the Trump administration and frankly, now what are we three years into the Biden administration, the standard was way different. The standard was you were not going to be found to be a joint employer unless you exercised substantial, direct, and immediate control.

So it wasn't just sort of this amorphous do. I had the ability to do so? It it was are you are you actually exerting control then? You're a joint employer. And that standard was, frankly very hard for for administrative agencies and courts to find.

Joe Young:

And that's, you know, great. We're in an election year.

Declan Leonard:

But yeah.

Joe Young:

You know, so, you know, as you said, how it was applied during the Trump administration, how applied now. So, you know, for the professionals out there are looking at this and what do they need to do? You know, is this one of these things? You know, we all know there's laws and there's rules out there, but how they're being applied in a lot of different areas really ends up dictating everything.

So is that part of the analysis that professionals and organizations need to do about, okay, this is what it is today? You know, where are we going to be in December? Who knows? And is that going to change?

Seth Berenzweig:

Well, I think that that's definitely a good point. But keep in mind that since this is going into effect in February, even if there is a new administration and you know, there's a crack in a crystal ball, who knows what's going to happen? A lot of things can happen even by tomorrow. Yes. But even if there is a new administration in January, this rule is going to be in effect for at least a year because it's going to take any new administration... They have to come in, they have to get settled in, They have to put in, you know, new federal appointees. So this is something of course, it's a business decision and it's something that executives need to weigh. But the reality is that this is going to be living with this for at least a year, if not more. And we know that the documents that are that constitute the plumbing of these relationships do not have these rules taking into consideration.

I would say 99% of them out there don't. So hearing about it and thinking about it in terms of the relationships in the documents and how to be able to protect yourself is really key.

Declan Leonard:

Politics is a big undercurrent of this. So I think it is really as we as we're doing right now, it's important to discuss it because the National Labor Relations Board is made up of board members who direct, you know, their priorities. And as it as it happens, I mean, to oversimplify it, when there's a Republican administration, it tends to be more employer friendly, which is why the prior standard was harder to find joint employer status under Democratic administrations...

They tend to be more employee friendly. So here, you know, the proposed rule will allow employees to go after not just their own, you know, employer that shows up on their paycheck, but other companies. And so you can think about this, you know, I mean, you can think about many instances in which, you know, an employee can look at various targets other than just its own company.

Seth Berenzweig:

And I bet you in terms of small business procurement, where you have a situation where you have a small business prime that's doing work with with a sub regardless of the size of that under the subcontract, I think that that prime contractor will be surprised and caught off guard if they're not looking out for this because this is, as Declan said, absolutely a game changer.

They're taking the rules and they're literally flipping it upside down. Now, when you have these relationships overnight, you're going to be accepting potential responsibility and liability for not only your employees, but the employees of the other company as well.

Declan Leonard:

Let's see if we have any questions or...

Joe Young:

Yeah, we actually do have a question on this that I wanted to pose. So the question is, "Our company is a subcontractor and our prime is insisting to remove one of our employees from the contract. We are concerned that this decision might be motivated by bias. What should we do?"

Declan Leonard:

This is not only a very difficult predicament for a subcontractor, it happens all the time. I mean, we counsel government contractors who are parents like Leonard all the time. I hit this issue as as recently as this week. Now, it is really difficult because the prime you know, we know how it works in government contracting, what the prime says, and sometimes that's what the agency client says down to the prime.

But what the prime says is going to go. And so there's a couple of different flavors here. So in this particular question, if you suspect that there's bias, you can't just sit on your hands as a subcontractor. But it is a tough thing because you can't you really don't have veto power here. I mean, if the if the prime says get rid of somebody, I think you need to challenge the prime and say, put it in writing as to the reasons, give me some I don't want to be cynical here, but give me some cover as to why you're making this decision.

Is it based on performance related reasons? Because if you're just doing this willy nilly, if you're doing this because of some unlawful reason, not only now, of course, under this new rule, not only are we going to be sued for discrimination, but guess what? You're going to be sued, too. So I think in some ways, the subcontractor can now use this rule and say, look, Prime, you're going to be on the hook. You can't just wash your hands the way Seth was saying earlier. Yep.

Seth Berenzweig:

Yeah. So you're sort of using it for cover, right? Yeah.

Declan Leonard:

Strategically, yes. But at a minimum, get it in writing, you know, get it in writing from the prime as to specifically why and make sure that those are legitimate performance reasons. You know, I've seen subcontractors try their best when when an employee like that is removed to try to find another spot for them. So you don't have like an adverse employment action, you don't have an actual discrimination claim. It's not always easy. These people are subject matter expert sometimes on on in particular points.

Seth Berenzweig:

What are the things I think, Declan, that you raise, which is which I find really interesting, is that you already have you're already in the management of a relationship business, right? You're already managing the relationship with the customer, you're managing the relationship with your sub of your prime or with your teaming partner. Now you have this new wrinkle that's going to come into the context and just makes management of a complicated situation even a little bit more complicated.

Joe Young:

Now, Seth, you mentioned early on that, hey, this doesn't just apply to unions or right? There's collective bargaining agreements, but are there for listeners out there who do have collective bargaining agreements, are in maybe service contract that clients smother certain aspects of this that have unique applications in that world? Well, that they need to be aware of? Or is it is it pretty consistent across?

Seth Berenzweig:

Well, I think that there's generally an alignment and a consistency under the SCA, the DOL wage and hour division folks usually come in and also look at the terms and conditions of employment, including, for example, wages. So I think that they exist on parallel tracks, but now you have an already pretty deeply regulated situation that's going to be further regulated by by the board.

Declan Leonard:

And I think what the National Labor Relations Board will now say, and I don't know really how this is going to work in practice, they're going to say that if you're a joint employer. So let's just say the employee is on paper an employee of a subcontractor. If if the prime is deemed to be a joint employer, then if it's an, you know, service contract, act contract where you actually have a union, then the prime will now have to step in also.

And collectively bargain with the, with the sub. I mean, that's all right with the employee. So it is, it actually swoops them into the union negotiation process too. So it has far reaching implications how much it's going to be enforced depending on what administration is next, depending on just everything, budgetary reasons and things like that.

But if this is enforced aggressively, this will really cause a lot of headaches for government contractors.

Seth Berenzweig:

And I think that one of the one of the aspects that this really raises right away is to think about what kinds of procedures and what kinds of documents do you have addressing that relationship. This is the time, even briefly, to just lift up the hood and take a look and see what those what those provisions are. You know, traditionally, a lot of the elements and the mechanics under these documents lean towards control because the prime or the lead on on a teaming relationship wants to be able to manage that relationship, wants to be able to control the interaction with the customer.

Now, all of these things are being brought into a different light, so you can still accomplish still the same purposes. And I'm not saying that you can just go into your contracts and just stuff in one sentence that says we're not joint employers, but I think that you need to you know, you can say that provided that you are looking at these provisions and really having a thoughtful process about how to be able to tailor and manage that relationship.

Declan Leonard:

The documents now become even more important because, remember, under the Trump administration rule, it was really what was happening in practice. So it didn't matter as much like what was on paper. I mean, it does matter. But what I what I'm getting at is that it wasn't dispositive. Now, the new rule says even if you don't exercise that control, if you actually have the ability to do so, and where is that ability going to be derived from?

Seth Berenzweig:

From the documents, from contracts?

Declan Leonard:

Yeah. So, yes, I think you're absolutely right. You've got to go through these agreements and see like read it with an eye towards how am I exerting control over, let's just say if it's a prime subcontractor, how am I exerting control? You've got to look at it. You've got to go through these contracts and you've got to change those.

You know, I think that's the only way. That's probably, at a minimum, what I would do, even with the uncertainty in the political realm. Yeah, I'd go back through the contracts and try to try to tailor those a little bit better so that you don't set yourself up for for an automatic enforcement activity by the National Labor Relations Board.

Joe Young:

So in addition to, obviously, the review of these contracts, in terms that were probably negotiated in that they wanted it from a control at the beginning and now is creating new exposure to them that they know they don't want, which is interesting in itself. Yeah. What are some of the things to do right now as far as some other action items that people should be doing to maybe prepare for this?

Declan Leonard:

I mean, definitely putting in those contracts, I would advocate for a strong indemnification and an agreement because, you know, if I'm if I'm a prime and I'm entering into an agreement with a subcontractor, you know, now I'm looking at that and saying, gee, all of these could end up being my employees for liability purposes. So I would put and again, enforceability of indemnification is a different issue, but I would at least at a minimum put a strong indemnify creation clause.

And let me just explain that for a sec. It basically says that, hey, subcontractor, if I get sued by one of your employees, if I get sued by one of your employees, you're going to step in as a joint employer. You're going to step in and you're going to defend me and you're going to pay the costs of it.

I would also put reps and warranties into a contract that basically fit with those seven essential terms. And again, assess that I'm not I'm not naive enough to think that you know, that's going to that's going to ward off the National Labor Relations Board. But I would take those seven essential terms and I would say you agree that we do not have the ability to control and I would just list each one of those things.

Seth Berenzweig:

Yeah. And I also would add into the mix the notion of training. I think going in with your managers and letting them know, guys, this may not be on your radar screen. The rules are going to change in a couple of days or the rules, you know, having a meeting early next month just changed and we need to let you know what's going on.

What are the practical effects and how we're going to be able to make adjustments on the ground. Because at the end of the day, the managers are the ones who are going to be exerting not only actual authority, but arguably they'll be exerting potential authority that they may actually never be exercising. Yeah, but I think that you need a little bit of training on this because the rules of the game are about to change.

Declan Leonard:

And I would argue a lot of training because the nature of government contracting up until this point is you are exerting control over people who are not your employees. It happens all the time. And in fact, that is almost expected as the most effective way to administer a contract like you. You keep a tight control over the various entities that you are teaming with or you're subbing with the customer.

Seth Berenzweig:

Demands.

Declan Leonard:

Or. Yes, exactly. Ironically, the customer is the federal government, right? The same federal government where an agency is basically saying.

Seth Berenzweig:

Coming after you.

Declan Leonard:

Don't do that, you know, you might have a situation where you have to make a decision, Are you going to risk a National Labor Relations Board charge or are you going to risk having a bad CPA's like, you know what I mean? So you might your performance ratings, you may ultimately have to like toe this line. I do think it puts companies between a rock and a hard place.

Seth Berenzweig:

Yeah, definitely.

Declan Leonard:

Any other questions?

Joe Young:

Yeah. One other question that did just come in is "I heard that the Family and Medical Leave Act already takes into account this notion of joint employer. Is that correct?"

Declan Leonard:

Good, good, good. HR leader out there who posed this. So that's absolutely right. And this, you know, many of you out there listening might know this. I will tell you, I learned the hard way about this rule under the Family Medical Leave Act. Okay. So not to get too deep in the weeds, but the Family Medical Leave Act applies to employees who have been there for 12 months and work 1250 hours.

Okay. And if you had if you take over a contract and you're the successor on a contract, you win the bid and you take over as a prime on a contract. And let's just say one of the new employees came over from the old contract and three months into the into their new tenure for you, you're now paying them, they say need to go on FMLA leave you say thanks, but no, because you have not been here for 12 months and 1250 hours.

The Family Medical Leave Act already considers you successor, contractor and predecessor contractor as joint employers. That employee's eligibility comes with them to the new company. So three weeks in, you do have to give FMLA leave. And that's that's unlike anything else in in the private sector like in the commercial world. That's not the case. It's really a very easy analysis of have they been there for 12 months.

Seth Berenzweig:

Up until this month, that was the only one off, right, under federal law. That was the only one off of that example. Now all of a sudden they're turning the other tables. But up until this came into place, that was the only provision that had those kinds of rules.

Declan Leonard:

Yeah. And you can kind of understand that as government contractors, employees like you don't really control. Like sometimes you just think, you know, I'm just getting a different paycheck, but I'm doing it. Yeah. You know, and that is the analysis, by the way. But you're right. Yeah, this changes it. I mean, that one I can kind of understand.

It's kind of a fairness issue to employees, otherwise they might not ever, like, qualify, even though they have a long tenure on this project. This, I think, is a lot different. Even the Department of Labor that has its own National Labor Relations Board is separate from the Department of Labor. Department of Labor has its own joint employer rule.

It's called the Economic Realities Test. We're not getting into that today. It is lax, but it is not anywhere near what we're talking about here. So if this is the way the administration is going, if this is the way the agencies are going, it does upend government contracting, in my opinion.

Seth Berenzweig:

And the last point that I'll note on this at this aspect is that it's also going to change the rules of the game in terms of how these cases go, because a decline, as you noted earlier, the documents under the prior administration and up through a couple of years through the last couple of years, they didn't really mean that much because if you weren't exerting actual direct, substantial control, I mean, who really cares?

Now the plaintiff's counsel is going to have a field day because he or she is going to, in the case, ask for all of your teaming agreements. And so when you look at those documents, you know, imagine look at it through that lens, because that's the lens that's going to be happening if these cases come about.

Declan Leonard:

Yeah, And I'll say one last point. The like the barrier for entry to to raise a charge under the National Labor Relations Act like in other words, if you're an employee who feels like I'm working for the sub but I don't like what the Prime did, the Prime really was the one that directed my removal. All they really have to do is fill out a piece of paper and they like literally a form that you say, you know, an unfair labor charge.

And so it's really the barrier to entry as opposed to like in litigation. You've got to find a lawyer oftentimes. I mean, I guess you can do it pro se, but you got to find a lawyer. You've got to like, you know, go through the process, have a filing fee. You know, there's all these things. This is just literally a piece of paper.

And so I suspect what it's going to do is it's going to elevate this. Yeah, that little known, but I would say lesser known agency, the National Labor Relations Board, it's going to lift them up as much more potent. And as I say, headaches for government contractors out there.

Joe Young:

You may have just answered this previously, Declan, your comment, but there was a question about other federal agencies being similarly aggressive to this. So you mentioned, obviously some things that fall under Deol. Is there anything else to expand on that?

Declan Leonard:

Just, you know, the only thing I would say is courts always have the ability. So you've got agencies that are creating these rules, but courts always have the ability to find joint employer. They can go through their own sort of analysis using all of these factors. So, joint employer is not new. I would say it's the exception to the norm.

And we will see you know, you see it a lot in franchisor franchisee relationships. Obviously, we're not dealing with that today, but but that's where you've seen it. That's been the real focus of joint employer is the franchise relationship. This new rule changes it and now the focus, the spotlight is on government contractors.

Joe Young:

And one other live question that just came in, in our kind of remaining couple of minutes here is somebody asked, is there something specific we need to be adding to our team agreements?

Seth Berenzweig:

Yeah, absolutely. That's a great question because it folds directly into what we're talking about now in the teaming agreement. I think that what I would do is I would have your team in agreement and I would have your legal counsel compare the language of that and the mechanics of that relationship to these prongs that Declan referenced a couple of minutes ago.

And to be able to see the extent to which you have or need to be able to address those points, the Teaming agreements are things that are very important. And it also relates to in what context you have your team agreements. There are a lot of different kinds of teaming agreements. There might be one that is preliminary insofar as it might relate to just putting in a bid, but it depends on the context

But generally speaking, it's not uncommon for teaming agreements to talk about the nature of how the partners are going to be able to work together. So that's a very relevant thing that has to flow into this analysis.

Declan Leonard:

Yeah, it's interesting that you say that because teaming agreements, you're right, they're not one size fits all pens. Are we going to have, you know, a majority subsequent or something like that, or is it a team agreement that's just a like an agreement to agree. But yeah, I think you're absolutely right on that.

Seth Berenzweig:

Yeah.

Joe Young:

Yeah. Well, sticking with our calories analogy earlier, yeah, there's a lot of food for thought here.

Seth Berenzweig:

Yeah. So there you go.

Joe Young:

A lot to certainly digest. And that's enough of that analogy.

So is there a handout that has the prongs listed so we can look at them for our teaming agreements?

Declan Leonard:

Yes, actually, if you just I mean, the National Labor Relations Board has a fact sheets right on their website. Be happy if you wanted to reach out to one of us and we can provide that to you. But they've got those they got those on there. And it's interesting because they listed those seven a lot of times the way they do these, it's kind of like including but not limited to so it's not all inclusive.

Declan Leonard:

They listed these seven so they're going to be very important to kind of know some of them as you get towards the latter part of the seven are pretty broad. They're going to swoop in a lot of aspects of this.

Seth Berenzweig:

Yeah. If for some reason you can't find it online, just feel free to reach out to us and we'll be happy to provide that.

Declan Leonard:

Yeah. One last strategy point before we wrap this up. I know we're just about done is you may have a different like if you're a subcontractor versus a prime, you may have a different strategy here. We're talking very much, you know, about how you want to protect yourself from becoming a joint employer. I look at that largely, maybe perhaps from the Prime's perspective, if you're a subcontractor, you may not really care that your agreement has a lot of these points in there that exert control by the Prime because you've got another target when you know the you know what hits the fan.

I mean, you've got another target there, right? So, you know, you could tell the employee, look, I it's not me. Go after the..

Seth Berenzweig:

Prime.

Declan Leonard:

That's a great point. Yeah. So, so it's really you got to really think this holistically through and make sure, you know, you know, from a strategy standpoint, from a liability standpoint, there's a lot of different considerations.

Joe Young:

Well, thank you, guys. I think this is great information for for all of our subscribers out there today. Thank you for joining us. We hope this was helpful. We hope we didn't ruin anybody's day. There's a lot of tough topics here. And many of you out there maybe don't have in-house counsel.

Declan Leonard:

We're not always such doom and gloom. Yeah, sometimes it's a little bit.

Seth Berenzweig:

We're usually fun guys.

Joe Young:

A tough topic today to be as fun today. But but hey, I think that's why Seth and Declan and why we're doing this really, the experts in these topics, for those of you who need some further counsel on this, highly recommend you reach out to Seth and Declan to bridge Maggie Leonard to give you some guidance to make sure that, you know, you're addressing these new issues that you may have to going forward.

So wrapping up today, again, we thank you all for being here. We look forward to hopefully having you join us back for next month's episode, which is going to be on March 21st, a topic I'm really excited about. A little funner and more exciting than today's topic. We're going to talk about A.I. and automation in HR.

Declan Leonard:

We may not even show up. It may even just.

Joe Young:

So I can participate in that one a little.

Declan Leonard:

Bit more. It's always a good topic.

Joe Young:

So look forward to that. AI is hitting everybody in every aspect of their work and personal life these days. We look forward to diving into that from an HR perspective. Thank you again for joining us and have a great month. We'll see you next month.