- What are R&D Tax Credits?
- Why do large corporations pay a minimal amount in taxes while small businesses pay the majority?
- How do I know if I qualify?
- Shouldn’t my CPA be handling this?
- Does this increase my audit risk?
- What documentation is required?
- Can I claim the credits for years that I missed?
Adam Farnsworth introduced himself and said.
He runs LEAF Specialty Tax Consultants. They are a Boutique R&D Tax Credit Firm or specialty tax credits. So they primarily deal with R& D but in the US. There are also employee retention tax credits that also help out firms.
Adam Farnsworth said Our company has about seven people. We have been around for seven years. And about the same time, the R&D tax credit became permanent and to law.
Everybody wants to get the deductions on their tax return, reduce their tax liability, whether it’s hemp cannabis manufacturing technology. As we first define this, and when we look at your tax liability at the end of the year, you take your total sales, you reduce it by your expenses, it gives you your net income, and then you apply a tax based on that. And that’s a variable. A tax credit allows you to take $1 for a dollar reduction of that tax liability, to essentially make it so you don’t pay anything.
Internationally, there are a lot of companies that have a lot of governments that have set up this process, because it’s so helpful for innovation.
- What is R&D and why is it valuable?
Adam Farnsworth said. When we look at r&d, we’re really going to define what it means. And in the hemp industry, it’s very pervasive, but it’s a planned discovery of new knowledge, that it’s going to help you develop a product or process that or technique a formula. The idea is what are you doing to make your business better, bigger, faster, stronger. And in that case, what you’re able to do is then improve the innovation as you progress. So we’re Mandi Lynn Kerr, and I talked before most people on this call are working in some function to be able to drive that development to make something better. And so that’s where R&D can come into play.
- Why use R&D Tax Credits? Re-Invest
So these tax credits come into play. What it is, is it allows you to take up to 20% of your development costs, depending on your location, back as a tax credit, allowing you to reinvest that money into your business to be able to drive additional development, increasing innovation, the way we get to that 20%. The Federal Credit is anywhere from 6 to 8%. So for those of you that are, in a state with no income tax, now, maybe Wyoming or, South Dakota, you’re probably looking at more of like a 6% to 8% development, where there are states that have credits that are up to 12 and a half percent. In total, we can actually that 20% total, so Arizona, Utah, have these large state credits. So in total, we look at kinds of where that can come up to 20%.
So different. If we talk about the United States, it’s very, that’s a large chunk of money. Canada has what’s called shred credits, which are incredibly valuable. And those can add up to 55% and 60%, depending on locality. So, if you are one of the International users here, definitely check in with your accountant, or your local regulations, to be able to decide if that’s something that’s available to you. So
When we talk about r&d, we talk about why this is valuable. The key that we come down to is first corporations and what they’re doing, they use this in order to advance themselves. And we talked about R & D. Because that value is much higher than a lot of your other available tax credits. The first thing we need to do though when we start thinking about r&d is we need to decide if there’s a project that you guys are working on that can qualify. When we do that, we first look at what’s called the four-part test.
- The 4 Part Tests
Technological in Nature, Permitted Purpose, Eliminate Uncertainty, Process of Experimentation
What Congress defined as r&d, at the time of writing. And it’s a very broad explanation because it comes across so many industries. So as we think about this, think about the projects that you’re currently engaged on, and you’ll be able to kind of tell it just at a high level, whether it’s worth talking about. So the first thing is, are you developing a new product process, technique, Formula invention? Or are you improving an existing product process technique for a new invention? And when I say, What are you doing with it, it says, are you improving the functionality, the performance, the reliability, significant cost, savings, efficiency, durability when we think about hemp, I’ve just worked on a company in Colorado that was really focused in on the cannabis aspect, and reducing the THC levels, and getting it to be legal. And with that, they went through an entire process of hey, we have to make it reliable at this process, we have to develop a process from genetics, through, looking at the farming processes, to looking at the processing, to looking at transportation, so looking at your environment to be able to have your consistent performing, and product and THC or cannabis product, so that we can sell it. And so there was a lot of performance or liability that they had to create, for the things that we don’t want to focus on. And this may not be as applicable. But r&d doesn’t apply to something that’s strictly aesthetic. And so we can think about this as more like, does somebody like red or blue. From a product standpoint, Congress kind of said, I don’t care whether it’s red or blue, I care whether it works. And so the only time we get into r&d on color differentiation, or aesthetic purposes, is if that makes engineering difficult, or there’s an engineering or technical difficulty with that. And, as we talked about, the next piece is here, you have this product, you have this idea. The next question is, is there any sort of uncertainty? So is there a capability uncertainty, can I accomplish this goal that I set out to write. I had this idea of a new discovery, new knowledge, but I couldn’t get it there. That’s okay, that would be looking at an r&d project, potentially. More common is that a lot of us feel like we’re pretty smart. And so the idea is not whether I can get there. But what’s the best route to get there? And so we talk about this methodology and, and alternative processes, do I go route A, Do I go route B or route C? Which one’s going to be more efficient, which one is going to get us to the end goal, the best at the least amount of cost. And trying to understand that takes a lot of research. So if you have a goal, it’s difficult. The third piece on the bottom right talks about the process of experimentation. In this case, we say, how are you overcoming that uncertainty that you had all these different alternative processes you could go through? How did you choose? Which one? How did you test it to figure out whether it works? Did you model a systemic process of trial and error? How did you move and progress through that r&d project? And the last thing that we want to focus on is the idea that this is a technical process, right? We still want to stay within the realm of hard sciences, chemistry, biology, engineering, computer science, those are great things to focus on. From an R & D perspective, if you’re only focused on, can I sell it at $10 or $12? Congress doesn’t care that it’s more of a business r&d, versus a technical r&d. So we want to focus on the technical side of things. That is a lot of information.
- Question & Answer
- Question from Ahmed Shuja. When you do some research and development and then you apply to the federal government for a credit. What happens is you don’t actually get a check in the mail, what happens is you get to deduct some of your payroll expenses, for example, SSDI. Against that credit. So you’re an employer, and you employ some people that do research and development. And then you get this r&d tax credit for some of the taxes you paid towards an employee’s employment taxes, is this the methodology that you’re going after?
Adam Farnsworth replied
So there are two things, what you’re talking about relates to kind of a payroll tax credit. So r&d is first used as an income tax credit. And so once we identify whether or not you have a project, what we do is we evaluate the payroll, we evaluate the supplies, and we evaluate contractors that are used, and they all kind of go into this r&d bucket. But it doesn’t necessarily change your expenses for your income tax. But what it does is it says, Can we calculate a benefit based on the fact that you’re putting a bunch of money into this bucket? If so, again, it doesn’t change your expense, we can get you a credit on top of that. So if you are a startup company, meaning that you are less than $5 million in revenue, and within your first five years of business, then you can elect to transfer that credit in the United States, This is where we’re kind of the focus is, from your income tax to your payroll tax return, and be able to use it to offset the FICA or the federal, the seven and a half percent that we take off.
- In a startup company, a lot of times what happens is, you may be running in the red for several years because you’re developing something new. So if you were to say, you’re going to get an r&d tax credit, and you’re going to be able to take and figure out what your net margin is, and then write down that particular you pay tax on what you made after you get your net margin. And then you say, Okay, you get a credit towards that. But what if you’re not making money because you’re developing a new product, so then you can write that down towards the employment taxes that you would pay?
Adam Farnsworth replied
That’s correct. That’s where you make the election to transfer the credit from the income tax side to the payroll tax side.
- When you have stuff that is in cogs, that is basically you’re making a product, and it’s your cost of goods sold and you buy stuff that’s not counted. But what is counted is, for example, things that are non-cogs that are for the development of something new.
Adam Farnsworth replied
Not necessarily. So sometimes even the cost of goods sold can be picked up as r&d. So when we talk about supplies, and this is where the cogs would come into play, you’ve got when you go and start creating a product, your prototypes, your first run articles, if I’m a manufacturer, and I have to create 100 widgets, before I know that my process will keep up and I sell those 100 widgets. The cost of those 100 widgets is cogs. But I can still pick that up as what’s called the first article. And so we end up being able to utilize some of that for the r&d credit as well and throw that cost into that bucket that I was talking about related to the project.
- In some limited cases, you could count cogs, for example, if you’re doing a manufacturing transfer, first production runs?
Adam Farnsworth replied
- Is the nature of how the research and development were funded because I think that could trigger whether or not you’re at all eligible. So for example, when you’re running a corporation, there’s a difference between the funding that was funded internally from profits and proceeds or, say, the owners of the company verse, If you were provided a grant from the US government, or you had a partner that was, for example, say another corporate partner that funds your research and development because you have a joint development agreement. So maybe we talk a little bit about what is considered qualified research and development funding based on the source of the money.
Adam Farnsworth replied
That’s an excellent question. That’s so when we start looking at these projects, right, we started the project. I told you the four-part test has to be difficult. gotta test it it has to be technical. There are two other requirements that come into play. One is intellectual property or IP. Do you own the thing that you’re working on? And we look, if you’re working on a project for somebody else, we look at what that contract says. The second thing is what you’re talking about with funding on that, which is you financially at risk for the development? So, as a general rule it comes down to, if you are to succeed in funding, Or if you are to fail in funding, is somebody else going to pick up the bill? If it’s if you get money from somebody, an investor, let’s call it 500 hours of r&d, and you blow past that and you fail, and are they going to pick up the bill and come in? If it’s the US government that’s providing a grant, they’re picking up the bill, it’s, you’re not financially liable for success. They’re just giving you money to start working on something. So you have to be financially at risk for the success of the project. And you have to own the intellectual property. That gets fairly complex with joint ventures. So it’s something where you want to evaluate ownership. And with joint ventures, you can actually allocate costs as well based on the contract. So there’s kind of a lot to dig into, which is why I have a career because the IRS makes things so difficult.
- When you look at the idea of an R&D Tax Credit, there’s a question of when you did the research and development verse when you applied for the tax credit. And the reason being is that you may have started a research project, not in the current tax year. But in that previous tax year, you didn’t actually apply for this r&d tax credit. So does the application process go retroactively back to where the project started? Or do you need to know ahead of time that you’re going to go this route with your tax planning?
Adam Farnsworth replied
You can go retroactive. Typically, it’s up to three years. So we’re currently working on 2021. So you’d be doing 18, 19, 20, and 21. And the reason is that most people, again, don’t know about this. So you follow standard amendment processes. If you do go back retroactively to look at this, some things that you guys are going to want to pay attention to is what type of documentation did you guys create back in 2018? That said, here were my goals in the last couple of years, where if credit has been audited, that’s really what they want to look at is, are you just making things up saying, hey, yeah, I did that three years ago. Maybe, or I have, if you looked at my calendar, I had a design meeting that was on there. And I had a kickoff meeting with this person, I had an engineering meeting with this guy. And, here’s a document that was my test results from 2019. We want to look at those and include those as part of your documentation so that it’s fully substantiated. The best thing about this credit, and the worst part is that the IRS and Congress didn’t say you have to have documents A, B, and C in order to qualify, they said, You tell us that you qualify. They didn’t give you a requirement. So my job is to help you put your best foot by finding those documents with you by helping to determine those costs. And that’s where this r&d credit is great. And also that risk. If you have an aggressive provider, they may try and get you a ton of money, but it won’t be very well supported. And so you have to as you guys look at this, you’re gonna want to find an expert that meshes with you. That’s similar in your mentality of an aggressive stance, yes, fully substantiate stance or super conservative because there are some estimates that play into this. Not everything is cut and dry.
- Let’s talk about the idea of what the IRS considers an entity or a group of entities because when you do research and development, a lot of times what happens is, you may start a vehicle that is essentially a standalone business entity for each asset of intellectual property. So those assets may come together under a corporation. So you may, for example, have a corporation that people see and then you have several LLCs that were particularly isolated for intellectual property. Reasons in lawsuits. Now how is the IRS gonna treat that?
Adam Farnsworth replied
The IRS goes through standard aggregation rules as it relates to what’s called a control group.
He asked Ahmed Shuja a question. Are you familiar with control groups?
Ahmed Shuja replied
I think from my understanding, what they do is they look at who owns what. And if it’s not substantially different, they aggregate them,
Adam Farnsworth commented and said
Essentially, and then they allocate the credit based on the expenses. So if I’ve got two companies, and I own both of them, or me, and my four buddies, have the same ownership and we both own these two companies. Well, basically, what the COC what Congress said is, you really should be looking at that together, because you’re the same person at the end of the day, even though you own two different businesses. So you evaluate everything together. And then you allocate the credit based upon the amount that’s input into that bucket of r&d costs, and you break it out back into those entities. So a lot happens all the time. Some companies, some control groups are two companies, some are 50. Some are more depending on the size
- Klaas Eleveld asked a question. It’s beyond the scope of r&d, domestic threats in the US. But you mentioned IP, and provide the information and patents and so forth. Can you just maybe sketch out a construction where American companies establish a company in Europe, for example, in the Netherlands in order to what’s the way here avoid unnecessary taxes by having their IP go through that entity?
Adam Farnsworth clarifies what Klaas Eleveld was asking and answered his question.
If there’s a US entity that pushed their IP to a European entity to reduce their US liability, then can they still claim r&d in the United States?
So under that circumstance, we would go back to that control group ideology, which is if I have similar ownership between my US entity and my European entity, then we are considered one, one whole person, the left arm and the right arm, still meet at the Mitel. And so we will look at that being owned as the same entity. Even though it’s left arm, right arm, they’re still the same entity owning that.
- So it basically means that if as a company, you transfer the IP rights, which are yours, into an entity in Europe, which is also yours? you could put yourself in a position as an American firm to pay the fee into that European entity. And you could reduce your US tax burden that way. And at the same time still, benefit from R&d tax credits in the US?
Adam Farnsworth replied.
Correct!. I thought that we would allocate if we go back to the original purpose of this credit, which was in the 1980s. Hey, we need to make sure that we keep up with the rest of the world. So it’s a domestic credit. So all the costs that we would allocate for the US and that in that stance, is the boots on the ground, the people in the United States. So if I had a contractor, let’s say over in the UK, the UK has a great credit as well, but I would not allocate the UK person to my US credit, and vice versa. The UK has some different rules about allocating people within the greater European Union. But in the US, we can only pick up people physically located in the United States.
- Guy Carpenter asked a question. I understood that the principle is the tax credit is applicable to the individual or the entity that takes the risk for the r&d investment. And I was wondering, I was wondering, besides that point, which I was very curious about, was about investing in equipment to do r&d with and how? if that can be counted? And also.
Adam Farnsworth replied.
I’ll start with the equipment question. So equipment can get broken down into a depreciable property, which, if you buy something, means you take it over multiple years. In that case, it doesn’t qualify for an r&d expense. But there are certain types of things that we can look at such as mold costs, tooling, etc, that could potentially fall under a different tax code section. And in that case, we can look at claiming those as part of your supplies that get picked up for r&d. And so the code for anybody who wants to nerd out to look at it would be section 174, which defines r&d. Under that, it talked about those three costs, Talks about wages, talks about suppliers, talks about contractors, and there are other things that apply in 174. And then section 41, which is where the r&d credit is to get a little bit more specific. And it just kind of focuses on that. So equipment, which is usually depreciable, you’d have to determine whether or not it can be going into 174, which in turn can turn into 41.
- The equipment that’s depreciated may not be but the expense of bringing it in and setting it up. And the adjustments, the calibration over the course of months, in doing the r&d.
Adam Farnsworth replied.
without getting into your specific situation? I would say generally, yes. It’s important to kind of evaluate everybody’s specifics. So I don’t want to get too general and just have you guys go out and be like that guy.
- Ahmed Shuja asked a question. Another situation that’s common, which may have some bearing on this is you do contract research and development. And then as the researcher and developer, you’re set up on milestones, and if you don’t achieve technical milestones, you don’t take a portion of your remuneration. So I wonder how they handle that. Because you’re like, were you financially liable for the innovation? And a lot in that case, yes. Because you don’t get paid if you don’t reach the goal that you presented as the research and development target?
Adam Farnsworth replied
Sure. Every contract is different in that case and I’d love to be able to kind of tell you yes or no, but it would be a very blanket statement where I’ve seen it go both ways, depending on the contract. Typically, in those situations, the IP comes into play often because if you’re contracting for somebody else, they may own everything that you do related to it. So it’s definite. Somewhere, get your contract reviewed by a lawyer by an r&d specialist, to be able to make sure you do have economic and r&d development risk, as well as the intellectual property associated so that you can claim the credit.
Mandi Lynn Kerr wanted to clarify and asked Ahmed Shuja to ask the question one more time wondering about who owns it if you’re contracted to work for somebody else, to develop it.
Ahmed Shuja replied and said.
What I’m telling him is that he’s talking about who’s at financial risk and research and development. And he’s pointing out that there are two litmus tests. Now, in my scenario I gave where you have a milestone payment based on achieving a technical milestone, yes, you are financially at risk as to the developer, but what he’s pointing out is it may not even matter because unless you can walk away with some ownership of the resulting intellectual property, it still won’t matter. So you have to write your contract accordingly so that you would be able to obtain such r&d Tax Credit.
Adam Farnsworth asked Bob Moore about what he said about how several companies are working on developing recording equipment to separate hemp.
Bob Moore replied and said that might be a Delaware. They’ve got some r&d, that, that they’ve stuck in, that they’ve already got invested in probably a whole lot more that they need to do. There’s a case for people that are making the quarter machines need to get with you. And in, because I need to capture this or document it so they can capture it.
Adam Farnsworth said
I think one of the things that turn people away from thinking about these taxes is, maybe a lot of you think about this, too, which is, How much work do I really need to do in order to get this right? How painful is this? How many guys went through PPP? and decided that was ridiculously difficult? When we start talking about the process, And again, there are other people on here that do r&d, I’m assuming they follow a similar process. So it’s not a sales pitch, talk to any of us, we’re all happy to help you. But, a half-hour on the front end to the kind of decide whether it’s worth it. And then it’s going to take anywhere from five to 15 hours, probably on their end to gather documentation, identify projects, and set up processes for future projects. So they’re documenting things appropriately. So I mean, it could be, let’s call it 15 hours of their time, larger companies are going to probably have more because they’re gonna have multiple people involved. But the return on that investment is typically in the 10s of 1000s. of dollars. And so, we think about what this layout is, and do I need to get started on it? Can I do it now? Can I do it before? It’s hard to say yes, I’m going to commit my team to 15 hours. But again, the return can typically be pretty substantial. And that half-hour scoping call at the beginning is really where we decided something that’s worth it now or later.
- Adam Farnsworth asked Walter Greene a question. I know you guys do r&d, is your process much different?
Walter Greene replied
Our process is pretty much the same, we’ll have a conversation just kind of get a sense of their day-to-day, what their business is, and, basically why people engage them, and just kind of get a better understanding of it. We’re in a similar space, maybe about 15 hours cumulative to run the study. So, we’re on the same page.
Charles Riggs added and said
It’s pretty much the same process for us as well.
- Shaun Lane asked a question. Is it similar to the Oil and Gas exploration tax credit? In terms of reducing taxable income?
Adam Farnsworth said
Oil and gas exploration credit, there’s kind of multiple things to it, and if you’ve got the expense allocation reduction, and then you’ve got the credit itself. And r&d is typically a little bit different. The way it’s calculated, the way you pull costs for it. But the credit aspect where it reduces the tax liability is going to be the same. So the oil and gas will apply against that as well. But oil and gas, I think, have an expense reduction aspect as well.
He also added and said. You guys can definitely get into positions where it can get very expensive to do so right, where you hire somebody to come in. I’ve seen pay structure on these credits range anywhere from a contingent, 15% for a software company that I know that does this, all the way up to 50% of your credit, as I know, it’s ridiculous. but typically, the firms I know, that are in the same ethical range, if you will, to do a good job, and are going to take care of you and provide the substantiation you need are anywhere from 20 to 30%. That seems to be about the range where you have technical experts that are actually helping you document and substantiate your claim. You’ve got people that know what they’re doing. And you’ve got live people that are taking your specific case into consideration. But there are plenty of opportunities out there where there’s software that can try and help you calculate, and you can do it yourself. And I’m always happy to get recommendations for people that want to go that route.
Ahmed Shuja wanted to remind people about the difference between Rebate and Credit.
He said when you do these kinds of things, let’s say you did some research and development, and then you were going to apply for an r&d tax credit. And then let’s say you were able to get the r&d tax credit right. Now that credits are gonna apply for something that happens in the future.
Adam Farnsworth added and said. If you’ve been paying tax in the past, it can result in a refund check. let’s say in 2018 19 20, you did this r&d, you’re paying taxes, you’re a profitable company. You forgot to claim this. You’re going back and you can amend your return and say, we did this r&d, this is what we should get. And you’re making your claim saying, Hey, this is what we did. There are a few different things from a tax perspective out there when it comes to amended returns. And there was a chief counsel memorandum that came out in October that talked about if you’re going to submit a claim for r&d, based on it for a refund check, then you need to submit X number of pieces of documentation. So until that kind of goes through tax court, we don’t know how that’s gonna look as it’s constantly changing, but what will happen there is because it wasn’t an actual requirement from the IRS, then it’s kind of up in the air about whether people are going to submit all the extra layers of documentation. But historically, all you’ve had to do is fill out one form that says I qualify For this much, and then they should refund you. And if they have a question, then they’ll let you know. But, that can result in a check refund. Typically, the credit can only reduce your tax liability to zero. Now, the federal credit can also be carried forward for 20 years. So, I met you if you’re working on this, and you’re like, hey, we’re not doing well this year, but we spent a ton of money on r&d. But in the next five years, we’re gonna soar as soon as the development turns a corner, and we’re gonna pay a lot in taxes. So you plan now to get your credits in line. So that then comes five years from now you have those credits that pull forward to reduce your tax liability.
Ahmed Shuja commented and said.
Now, I think the thing that entrepreneurs have to understand, though, is that if you are writing this credit for and use it in the future, but then your partner that you’re working with gets remunerated, on a percentage of the credit, you have to come up with that cash today in order to get that credit for the future. So it’s, you’re basically now you’ve invested in the r&d, and now you’re investing in this tax credit.
Adam Farnsworth commented and said. So what you want to do is you want to find somebody that’s going to do what’s called a utilization analysis. And this utilization analysis basically will dictate, I should be getting a refund check, or it’s going to carry forward, or it’s an investment for future years. So you want to find somebody that, again, I told you before that in the industry, there are people that are super aggressive, and are going to be like, claim everything now, don’t worry about it. And there’s going to be people that are going to say, hey, look, I can go get you, $150,000, you just can’t use it. Like, you want to know that, make sure you find the right specialist that’s gonna communicate with you about how everything gets used. And that is less common than I would like to see.
Ahmed Shuja replied and said. I think it’s a really excellent program for companies in the US that want to invest in r&d. But people who invest in r&d, oftentimes, they’re not as strong on the payroll side of net profitability. So then you’ve got this double-edged sword where you’re playing with, I can get all these future tax credits, but you also have to make sure that you have a profitable business that’s feeding that research and development.
Adam Farnsworth said. I know a lot of people have that first question, which is, why isn’t my CPA already handling this? Most of you guys have accountants or CFOs. And it’s hard to recognize why you’re not getting advantage of every tax credit. And so I think for me, one thing that I just want to point out is that there are 10s of 1000s, if not hundreds of 1000s of tax code, revenue rulings, court cases, the funny thing is, is if you combine just those three things, nobody actually knows how long all of those pages add up to be. There are estimates that it’s 70,000, there are estimates at over 150,000. So when your CPA is doing this work, right, it’s pretty common for them to be able to know how to keep you compliant, how to keep you filing your taxes, but they don’t always know every program that is out there in order to benefit you. So we work with CPAs across the country, and that’s where we provide them the value, and then hopefully, they’ll reach out to their clients. If you have questions, work with a consultant that will work with your CPA to help you guys achieve your benefit
- Mandi Lynn Kerr asked Adam Farnsworth. How do people get in touch with you?
Adam Farnsworth replied and said
So manuals definitely kick out my information, all that gets my email out there. And then it’s one of those things where you can go to my website and go to leaf tax consultants.com Always happy to provide information there. There are a couple of calculators if you guys kind of wanted to play around with like, how much have I spent? And what could that mean, as a last thought, and something that you guys can just go look at on your own? Or if you have questions, call me. The big thing for 2021. And 2020, is what’s called employee retention tax credits. So in addition to r&d, there was a COVID-specific program that was released for 2020 and 2021. That can help you get money back on your, essentially your payroll expenses. And so it’s a refundable credit. So I meant to your point before, like, you might not get cash, you might get cash. In this case, it’s refundable. So if you’ve paid wages out in 2020, and 2021, there are a lot of different ways to qualify for these credits. And so you’re gonna want to work with one of the providers that can help you navigate the road of what qualifies and what doesn’t. But the amounts are pretty substantial, they can add up to $7,000 per employee per quarter. So it’s definitely something to talk about. So you have questions on the employee retention credit, or on the r&d credit, or if you guys want to talk tax strategy and nerd out, I am, I love it, come and talk to me.