Good day, ladies and gentlemen, and welcome to the PNM Resources Annual Meeting. At this time, it is my pleasure to turn the floor over to your host, Lisa Goodman, Director of Investor Relations. Ma'am, the floor is yours.
Thank you. Good morning, and welcome to the 2020 Annual Meeting of Shareholders of PNM Resources. As we begin, I would like to remind you that some of the information provided this morning should be considered forward looking statements pursuant to the Private Securities Litigation Reform Act of 1995. We caution you that all of the forward looking statements are based upon current expectations and estimates and that PNM Resources assumes no obligation to update those those information. For a detailed discussion of factors affecting PNM Resources' results, please refer to our current and future annual reports on Form 10 ks, quarterly reports on Form 10 Q as well as reports on Form 8 ks filed with the SEC.
Now I would like to introduce Pat Kalan, Chairman, President and CEO of PNM Resources.
Thank you, Lisa. I welcome each of you to our 2020 Annual Meeting of Shareholders, and thank you for investing in our company. At this time, I call the meeting to order. Before we get into the formalities of the meeting, I want to express my sincerest gratitude to our employees and my heartfelt appreciation for their work and commitment to the communities we serve. The spread of COVID-nineteen has impacted all parts of our businesses and our lives.
This has been a trying time together and we have worked to do more than just keep the power on. We've helped each other and we've helped our customers power on. I'll share more about our efforts in a few minutes. For the safety of our employees, community and shareholders and considering the Governor's stay at home executive order in effect for New Mexico, we are hosting today's annual meeting through a virtual format. Because this is a virtual shareholder meeting, the format is a bit different.
We have both verified shareholders and other stakeholders listening to this virtual shareholder meeting. However, only verified shareholders may submit questions or comments and vote. We welcome verified shareholders to submit a question or comment during the meeting, including on the proposals to be acted upon at this meeting. If a verified shareholder has a question or a comment, please submit it via the meeting website used to access this virtual meeting by using the question box located at the bottom of your screen. As a courtesy to others, we ask that you limit your question or comment to 1.
In order to facilitate a smooth meeting, similar questions will be grouped together. The polls are open for voting and any shareholder who has not voted or wishes to change his or her vote may do so at this time using the vote box on the screen. If you have already voted, you do not need to take any action unless you wish to change your vote. Along with you, all of the directors of PNM Resources and our senior management team are attending this meeting virtually. Representatives from KPMG, our independent auditors, are participating virtually and will be available to answer questions during the Q and A session.
Our agenda for today's meeting is divided into 2 parts. In the first part, we will address the formal business of the company, including 4 items for our shareholders' consideration. The second part will involve an overview of the company. We will now proceed with the formal business of our meeting. Mr.
Apodaca, Secretary of the Company, will record the proceedings of the meeting. The Board of Electors previously appointed Kathy Martinez, PNM Resources and Andrew Wilcox representing Broadridge Financial Solutions as Inspectors of Election. Prior to this meeting, Ms. Martinez and Mr. Wilcox subscribed to the oath of Inspectors of Election.
Mr. Secretary, would you please consult with the inspectors and report if a quorum is present?
Madam Chairman, the company had outstanding as of the record date March 23, 2020, a total of 79,653,624 shares of common stock. 92.5 7% of the outstanding common shares are represented at this meeting in person through the virtual meeting website or by proxy. This constitutes a quorum for voting on all matters to be considered during this annual meeting of shareholders.
Mr. Secretary, would you please report on the notice of meeting, the proxy materials and proxies received?
The notice of meeting and Internet availability of proxy materials were mailed by Broadridge Financial Solutions beginning on or about March 31, 2020 to all shareholders of record as of March 23, 2020. Subsequently, due to the ongoing COVID-nineteen pandemic and in accordance with the Executive Order 2020-twenty four issued by the Governor of the State of New Mexico And to support the health and well-being of our shareholders, we issued a press release on April 14, 2020 and filed with the Securities and Exchange Commission on April 15, 2020, a notice of change of location of annual meeting of shareholders to virtual meeting. To provide shareholders notice that the annual meeting will now be held solely through a remote communication in a virtual meeting format via the Internet with no physical in person meeting. As a result, the meeting is being held pursuant to proper notice and proxies received.
Thank you. The Secretary will place those documents on file with the records of the meeting. The first three items of business that I present and move for action at this meeting are the following 3 management proposals listed as proposals 1, 23 in the proxy materials. The first item of business is the election of 10 directors named in the proxy statement. The second item of business is to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
The 3rd item of business is to approve on an advisory basis the compensation of our named executive officers known as SAON Pay. The Board of Directors recommends a vote in favor of proposals 1, 23 for the reasons set forth in the proxy statement. The 4th item of business is to consider and vote on a shareholder proposal requesting the preparation and publishing of a report on coal combustion residual matters at the San Juan Generating Station. The proposal and supporting statement can be found in the proxy statement. We received notice from the shareholder proponent, the Edith P.
Hohman's Family Trust that Dee Homans would attend this virtual meeting as its representative in order to move the adoption of this proposal. Operator, would you please open the line for Ms. Homans? And Ms. Homans, would you please identify yourself so that you may present the trust proposal?
Under our meeting procedures, you have 3 minutes to do so.
The line is open.
Good morning, everyone. Good morning. Good morning. My name is Dee Homans and I'm here to move the coal ash resolution presented by the Edith D. Homans Trust in which we request that the Board prepare a report on the company's efforts to identify and reduce environmental and pulp hazards associated with the present and future handling of coal combustion residuals and how those efforts may reduce legal, vocational and financial risks to the company.
A little background. Solash contains a mix of arsenic, mercury, lead and other heavy metals and toxins. These metals and toxins have been linked to cancer, organ failure and other serious health problems. So in a vitrified state when dry, when wet, the coal ash begins to devitrify and release the toxic material it contains. As of June 2019, PNM estimated that approximately 59,000,000 tons of coal combustion residuals have been produced since the San Juan plant began operation.
This material has been used as back fill on the surface mine near the plant not far from the San Juan River with no provision to isolate the ash from the groundwater, which experts have testified will saturate the mine at some point after mining operations cease. Many feel that PNM's mitigation efforts have been inadequate. And PNM's main argument in this year's proxy materials that it has no responsibility for the ash stored at the mine site because the mine belongs to another company is spacious. Similarly, its argument that it has recently improved its practices with respect to coal ash burial and will soon cease to produce CCR altogether as coal fired generation comes to an end, which is great, is irrelevant to the issue of potential contamination by the enormous amount of material already produced and in the ground. And just in the last few weeks, an extraordinary ruling by the U.
S. Supreme Court re affirmed the applicability of the Clean Water Act to indirect contamination of navigable waterways when there is the functional equivalent of a direct discharge. This of course relates directly to PNM storage of the coal ash in unlined pits, below groundwater levels and within reach of the San Juan River. Finally, the early contamination of the San Juan site itself leaks and spills during the operation of the plant and the lethargy with which PNM implemented the requirement for the consent decree with the Sierra Club in 2012 to monitor and capture groundwater downstream of the plant in the mine, call into question CNM's assertion that it's done all required to protect the public both now and in the future and all that is necessary to protect itself from liability. We therefore, as shareholders feel it is very reasonable to ask that the company prepare a report on the foregoing issues as described in the resolution.
Thank you.
Thank you, Dee. I hope you and yours are well. Operator, would you please close the line? I would like to advise the shareholders that the Board believes the proposal is not in the best interest of the company and its shareholders for the reasons set forth on Pages 72 and 73 of the 2020 proxy statement and recommends voting against the shareholder proposal. At this time, I would like to report on the company's endeavors and accomplishments.
We made great strides in 2019 on our 3 key strategic objectives that benefit our customers, communities and shareholders: transforming PNM's generation portfolio, enhancing our transmission grid and investing in TNMP infrastructure. My annual letter highlighted these achievements along with the ways our team demonstrated our values of safety, caring and integrity. Our values have truly come into the limelight this year as they guide the decisions we are making for our team members, our customers and our shareholders as we work through this pandemic. For us, it's not just about keeping the lights on in an emergency, it's about caring for our 1688 employees and nearly 790,000 customers across New Mexico and Texas, ensuring their safety and responding and treating each other in a way that demonstrates our integrity. As the coronavirus began its spread, we took immediate steps for the health and safety of our employees and our communities.
For our employees most critical to operations, we transformed how we do business to maintain safe practices and social distancing as they do their essential job of powering our homes, our businesses and our first responders in our communities. PNM Resources was an early adopter of voluntary work from home that soon progressed into mandatory work from home. We have ensured that no employee who tests positive with the coronavirus will lose any pay and we have expanded paid time off for those directly or indirectly affected. We also recognize that our customers and communities would be counting on us also. At PNM, we immediately chose to stop disconnections, eliminate late fees and provide payment options for our customers.
At TNMP, our teams work with other Texas utilities, market participants and regulators to develop similar customer protections. We expanded eligibility for customers to get bill assistance through the PNM Good Neighbor Fund. The PNM Resources Foundation awarded grants for nonprofits fighting homelessness and then turned right around to open another grant opportunity focused on safety with a new emphasis on helping those most vulnerable to coronavirus. We located masks within our storage and delivered them to healthcare facilities and communities most in need. We demonstrated our support to first responders by delivering meals purchased from local restaurants that pivoted their business plans to keep their doors open.
We also forged an alliance with the New Mexico Small Business Development Center to help small business owners sift through financial assistance information and get the money they needed for their businesses to survive. Last week, we announced that we would defer the general rate review that was planned to be filed this year. Instead, we will look for other ways to recover costs in our business. We'll continue to help customers with our resolve and the dedication we bring to help literally light the way forward. Our January forward equity offering combines with our multi year revolving credit facilities to create $1,200,000 of liquidity capacity and we enhanced our position in April through financings that free up more of these funds to support the businesses as COVID-nineteen situation evolves.
We are closely monitoring changes to customer usage and payment patterns to better understand the impacts to our financials. We have a proven history of maintaining flexible financial plans that can be responsive to changes, even changes like we are seeing now. We are sharing these impacts and plans with the investment community as we believe that financial transparency is another demonstration of our values and our commitment to shareholders. In 2019, we achieved 8% earnings growth and grew our dividend while focusing on the execution of our strategic objectives. While our achievements were reflected in the growing value of our company, the stock this year has been met with volatility consistent with our peers and the overall market.
Our business fundamentals remain intact and we remain focused on making capital investments to provide emissions free generation combined with an enhanced grid that integrates more clean energy and supports growth. As we focus on these investments that benefit our customers, communities and the environment, we strengthen our ability to achieve our financial goals and create long term value for shareholders. We have targeted earnings growth of 5% to 6% through 2023, dividend increases to mirror this growth and financial metrics that maintain investment grade credit ratings. Our business, which is the business that you invest in, is life essential and we don't take this for granted. Our vision, strategy and goals present the inherent value of our business and demonstrate that we are a good investment today and for the future.
At PNM Resources, we will always look ahead and make decisions that prepare us for the challenges of tomorrow. We are all in this together. We at PNM Resources don't just keep the power on, we want to help everyone power on. I now declare the polls closed and request that the inspectors of elections count the ballots. At this time, I will ask Lisa Goodman, Director of Investor Relations to read the questions sorry.
I will now respond to the questions directed to the company and ask Lisa Goodman, Director of Investor Relations to read the questions.
Thank you. Our first set of questions is regarding the San Juan generating station and its retirement. As part of its package of replacement power for San Juan generating station, PNM is proposing a 280 Megawatt natural gas plant. Why invest in natural gas at all when, 1, battery storage can give at least as efficient quick start reliability 2, renewables and storage are cheaper 3, extracting natural gas releases methane, a far more potent greenhouse gas than CO2 and 4, climate science indicates that PNM must move even faster than the ETA mandates.
Thank you for that question. When you look at the replacement power for San Juan, we look at it as a complete package. And right now, we still need natural gas. At this point in time, natural gas enables renewables. The storage technology is getting better, but it is still not where we need it to be to provide that flexibility to run our system.
We continue to explore new technologies. As a matter of fact, we've put together a working group to help us evaluate the bids that come in on the RFPs. That working group includes the National Renewable Energy Lab, New Mexico State University, Sandia National Labs, the State Land Office and the Western Grid Group. So we have a very broad group that helps us look at new technologies that we're keeping an eye on. But right now, we cannot reliably run our system without that natural gas.
Thank you. Lisa?
Thank you. The next question related to San Juan. After decades of operations, the San Juan Generating Station has left a legacy of contamination in the air surrounding the plant, in the area where the plant itself is located and at the adjacent mine where the vast majority of the coal ash from the plant has been buried in online pits with a minimum of topsoil cover. Given the proximity of the plant to the San Juan River and the recent Supreme Court decision ruling that the Clean Water Act applies to not only direct discharges of wastewater, but also to indirect contamination that ultimately flows into waterways, doesn't PNM Resources have a responsibility to its shareholders for potential liability and to those impacted by the contamination to address this issue. To assure the indigenous communities of the area, the company, the shareholders, the customers and the public at large are protected from hazard, how will PNM Resources exercise responsible corporate citizenry?
Thank you, Lisa. PNM Resources runs San Juan and will run its decommissioning in line with all applicable laws and regulations. PNM Resources has worked. It has monitoring for the water and for any discharge that is there. We have not seen any.
If you look at the ETA, much of the money in there, dollars 40,000,000 is to help the folks around the that area recover and get new jobs. So we think that we are doing a wonderful job of taking care and making sure that there is a just transition. In terms of the groundwater, we operate 2 groundwater recovery systems located south and downstream of the plant. The older smaller system became operational in 2010 and the newer system is much larger and became operational in 2018. The systems operate by collecting the shallow groundwater and then pumping it back to synthetically lined evaporation ponds that are located at San Juan.
So groundwater samples are collected from the systems on a quarterly schedule and sent to a certified analytical laboratory for analysis in accordance with the New Mexico Environment Department discharge permits. So these systems will mitigate any potential impacts to groundwater that may have resulted from past operations there. And also when you put together the plans for a plant, when you budget for a plant, you also have the decommissioning costs there. And PNM has adequate funds to decommission San Juan that are there for taking care of the work that needs to be done. Lisa?
Thank you. The next question related to San Juan generating station retirement. PNM has contracted with El Paso Natural Gas to build the pipeline and supply the gas to the natural gas plant, which is proposed as part of the capacity to replace the San Juan generating station. As you know, El Paso Natural Gas has an alarming safety record. That record includes spills, leaks and an explosion in New Mexico that resulted in death.
Why would PNM select a company with such a poor record? If PNM proceeds with this contract, what precautions will PNM take to prevent similar disasters? How will PNM ensure that any contract failures do not become a liability for PNM shareholders and ultimately rate payers?
Thank you for that question. As you know, the replacement power for San Juan has not yet been approved. The commission is going to look at it in a package. I am not aware of any issues with El Paso Natural Gas, but we will take a look at that. And if you let Lisa know who the question was from, we will be happy to get back to you on that question.
Thank you. The next San Juan related question is, we understand that anything built after 20 15 is not guaranteed stranded asset recovery in the ETA. And that we, the shareholders, will have to pay if the new gas plant you are planning has to close early to meet necessary climate goals. Is this your understanding as well?
The depreciation schedule for any new assets that we would build will be set in the rate case in front of the commission. So if the commission approves the replacement power plan, as you know, there are 4 different scenarios in front of the commission. If they would approve scenario 2, for example, which has more gas in it, they would approve the depreciation schedules that would be done by 2,040 when we said we will be emissions free.
Thank you. And finally, the last San Juan related question thus far is what is PNM going to do for the employees at San Juan? Thank you, Lisa.
There's many, many great things about the Energy Transition Act that was passed. It does three things. It sets New Mexico up to be emissions free by 2,045, along with that renewable portfolio standard that's wrapped into there. It saves customers money by allowing us to securitize the undepreciated balance of San Juan and it provides money for job training and economic development for the communities impacted by the closure of San Juan. Specifically, there's some money in there for severance.
We already had severance for our folks, but there is money in there for the coal miners. There's job training money in there to help those folks get new jobs. So the ETA really provides for the environment, the customers and the communities. And separately from that, PNM Resources has invested in the Navajo Nation in job training. We've spent more than $1,000,000 on that in terms of helping folks get new jobs.
Our employees have already started transferring to other jobs in the system if they choose to do so. So the ETA is indeed a unique piece of legislation in the country that helps provide for adjust transition. Next question.
Thank you, Pat. I do have one more related to San Juan. PNM has initially rejected the solar plus storage replacement option for San Juan. How likely is it that in the next order, the PRC will approve PNM's ownership of generation, the gas power plant and storage going forward?
Thank you, Lisa. I'm going to believe that the question in there, Matt, that the PRC initially rejected the solar plus storage and how are we going to know what the replacement power plant is. All the commission really said was, is that they want to consider the replacement power for San Juan as a whole. They didn't want to break it up into the 2 PPAs and then the rest of the plan. The reason that 2 PPAs had been separated was because of the fact that the contract bids were good until April 30 to take advantage of favorable tax rates.
Now the contractors can still keep those prices out there if they want to, but the commission is going to look at a whole at those plants. So we have no reason to believe that the commission plans on rejecting one of those scenarios. They just wanted to look at things in a holistic manner.
Thank you. This next question is related to Four Corners. In PNM's May 1, 2020 earnings presentation, PNM said that it is developing plans to close Four Corners earlier than 2,031 when the contract expires. Given that coal is the main driver of climate warming, this is welcome news. When specifically is PNM planning to exit?
I understand that in the Energy Transition Act, there is a maximum cap of $375,000,000 dollars for PNM stranded assets and other abandonment costs. Will that be enough to compensate shareholders and cover the full cost of abandonment? If not, how will PNM recover these shareholder costs and pay for the full cost of abandonment?
Thank you, Lisa. We did indeed announce not that San Juan excuse me, not that Four Corners would close earlier, but that we would like want to get out of Four Corners earlier. As everyone knows, we are not the majority owner of Four Corners. We own about 13%. Arizona Public Service is the majority owner and plant operator there.
If you and we have not made a specific announcement yet of how that we're doing that. As soon as we have a finalized plan, we will be very happy to share it with everyone. In terms of the ETA, the amount listed there is for covering San Juan Generating Station, not Four Corners. So the ETA would be applicable to Four Corners also, but with a separate set of numbers. Thank you.
Lisa?
Thank you. The next set of questions are regarding the Palo Verde nuclear generating station. First, the recent reports have suggested that Palo Verde under pressure from the increasing use of cheaper solar and wind generated energy and the rising scarcity and cost of water could close sooner than originally anticipated. If that were to happen, would PNM still be able to meet the benchmark mandated by the Energy Transition Act of 100% carbon free energy by 2,045? And does PNM in that case interpret the Energy Transition Act to guarantee all cost recovery for undepreciated assets and decommissioning for all nuclear investments at Palo Verde.
Thank you, Lisa. I have not heard reports of Palo Verde closing earlier. Palo Verde, as you know, is a very well run nuclear power plant. It has a very unique system there that it uses gray water from the surrounding communities. So it does not have to use any fresh water.
It's very reliable. And as you all know, it is emissions free. So Palo Verde is running very well. We have not looked at the applicability of the ETA to Palo Verde because we have no plans to get out of Palo Verde. In terms of if it was to shut down, would we be able to meet the emissions free by 2,045?
Again, that would depend on the development of technology. There's a lot of exciting technology out there, but we haven't seen any yet that would probably get us there.
Thank you. Will PNM be buying the remaining 114 megawatts of expiring leases at Palo Verde for ratepayers? Why? And if not, will shareholders be responsible for the undepreciated assets and decommissioning and costs associated with them?
PNM has yet to make a decision about what we will do about those leases. We have until June 15 to notify the commission. And as soon as we have made that decision, it will be released publicly.
Thank you. In a study published in the Journal of Science and is reported recently in Scientific American, The Washington Post and The New York Times, a vast area in the American Southwest is now in a megadrought, the forest lawn in 500 years. A megadrought is defined as a severe drought that occurs across a broad region through many decades. Emissions of heat trapping gases from human activities have contributed to the current megadrought. A record breaking period of aridity in the Southwest means that we will have to ration water so as to not run out for basic human needs.
Minimizing the dire effects of a long megadrought in our region and climate warming is no longer seen as an option, but a pressing necessity. Please explain how it is sound policy for PNM to continue to generate nuclear energy with 1 of the highest water usages in the energy industry and to develop natural gas and fracking with more Palo
Verde uses gray waters from the surrounding communities. So it Palo Verde uses gray waters from the surrounding communities. So it does not impact the water there in Phoenix. In terms of developing natural gas, as we mentioned, we will only be using natural gas until 2,040 and only because of the fact that we need it right now to enable the renewables. So we are not doing natural gas in the long term.
Thank you. The next questions are related to PNM's recent rate case plans and COVID-nineteen. PNM has initially rejected I'm sorry, that is the wrong question. The COVID-nineteen pandemic has brought sudden insecurity, disruption and to thousands of New Mexican rate payers. We would ask PNM to consider permanently forgiving utility payments and any reconnect fees incurred by federally recognized low income rate payers during the COVID-nineteen pandemic.
This could be funded by setting aside a small percentage suggest 1% of PNM's 2019 profits. It would not replace the Good Neighbor Fund, but create an additional source of assistance. Such an effort would create goodwill in the community without causing major financial hardship for shareholders. What would be the objection to such a humanitarian initiative?
Thank you, Lisa, Thank you for the suggestion. We are working with our fellow utilities in the state. If you know, we are not the only utility here in the state and we also have our brother at the co ops and public power and we need to be consistent with how we treat our customers here in New Mexico and we also need to work with our commission on that. We have expanded our Good Neighbor fund. As Lisa said, we've even had employees at this great company step up and personally pay the bills of people that are struggling right now.
It's a great company to work for. We have, as you know, suspended all disconnections and late fees, and we are working with all of our customers. So rest assured, we will do the best that we can to help our economy and our customers get back on their feet.
Thank you, Pat. And the last question in the queue. In PNM's May 1 investor presentation, PNM indicated that it would be deferring its planned general rate case due to COVID-nineteen and that it would instead file for a full decoupling this month. What are PNM's revenue projection increases that will result from decoupling 1 year, 2 years and 5 years after implementation. Is the decoupling case a substitute for the rate case?
Or what is the current PNM plan date to file the next rate case?
Thank you, Lisa. As you know, this is a very high fixed cost business and the majority of our costs to serve customers are fixed in terms of the distribution lines, the transmission line, but our revenue comes in, in a variable manner through usage. And while we want our customers to conserve, we need to make sure that we have the money to invest in that infrastructure. So like the water utility here, who every time we can serve, is able to make that up in their fixed infrastructure, that's the model that we're looking at. We have not yet made the filing and we have not yet projected revenue or increases for those next years.
Right now, we see residential usage up and commercial usage down. So much of what happens in terms of revenue from decoupling depends on what happens in our economy and when the rates go into effect. Same way with the next rate case, we will just continue to evaluate our environment before we decide to file. Rest assured, there will be ample notice before we file a rate case. Are there other questions, Lisa?
Thank you, Pat. No, that concludes the questions that were received.
Thank you. And thank you all for your questions. I must say, I miss you all here in person. So thank you for that. And in order to move forward with the meeting, we group those questions together.
So if you don't believe your question was answered, please contact Lisa Goodman. I think you all know how to get a hold of her, but her information can be found in the contact section of our website, and we will get back to you with an answer. And I know we owe 1 shareholder an answer about El Paso Natural Gas. So Mr. Secretary, will you please present the report of the inspectors of election?
Madam Chairman, the Inspectors of Election have provided their preliminary report indicating that the requisite percentage of shares of common stock represented at this meeting have voted for the approval of the election of the 10 director nominees named in the proxy statement to serve as directors until the company's annual meeting of shareholders in 2021. KPMG to serve as our independent registered public accounting firm for the year ending December 31, 2020. On an advisory basis, the compensation of our named executive officers known as Saionpay. Therefore, the 10 nominees are now duly elected directors. KPMG is duly ratified as our independent registered public accounting firm for the calendar year 2020 and the compensation of our named executive officers is duly approved on an advisory basis.
In addition, the inspectors of election preliminary report indicates that the requisite percentage of shares of common stock represented at this meeting did not vote for the approval of shareholder proposal for requesting the preparation and publishing of a report on coal combustion residual matters at San Juan Generating Station presented for action at this meeting and described in the proxy statement. Therefore, the shareholder proposal is not approved. The final vote results will be verified and filed with the SEC through a Form 8 ks within 4 business days of this meeting. Madam Chairman, this concludes the preliminary report.
Thank you, Mr. Secretary. Ladies and gentlemen, thank you for your support and your investment in our company. Hopefully, we will see each other in person next year. This meeting is adjourned.
Thank you. This concludes today's conference. We thank you for your participation. You may disconnect your lines at this time and have a great day.