Financial Relief During the COVID-19 Pandemic
As we continue to endure the COVID-19 pandemic, we wanted to take time to summarize the various financial assistance programs offered by the Federal Government, the State of Illinois and the City of Chicago for our business clients. There are also certain tax benefits outlined in this update. We recommend that you evaluate each of the programs to determine whether your business is eligible and to further determine which program best serves your needs. Some of the programs have application deadlines, e.g., the application deadline for the Hospitality Emergency Grant Program is April 1, 2020, so acknowledgement of applicable deadlines is imperative. Additionally, because many of the requirements and mechanics of the programs are tied to financial analysis (including financial “look back” periods), we recommend that you seek guidance from your accounting professional regarding compilation of financial information during the application process, as well as accounting compliance requirements following any applicable loan origination. We hope that this summary helps you to obtain financing needed to protect your business interests. Please follow up with us should you have any further questions, and stay safe and healthy.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)
The CARES Act, through what is referred to as the Paycheck Protection Program (the “Program”) provides for Section 7(a) Small Business Administration (“SBA”) loans to those businesses impacted by the COVID-19 pandemic. In addition to relaxed lending requirements, the most significant aspect of the Program is its loan forgiveness element, which provides that loan proceeds used for payroll, mortgage interest, healthcare payments, rent and utility payments will not require repayment upon substantiation from the borrower.
Who is Eligible
The Program is available to small businesses, sole proprietors and independent contractors that employ less than 500 employees, however, those industries that operate under Sector #72 of the North American Industry Classification System (including restaurants, foodservice providers, caterers, and hotels) can calculate the 500-employee threshold for each physical location where business is conducted.
To determine loan eligibility, the CARES Act requires lenders to determine:
whether a business was operational on February 15, 2020,
whether the business had employees for whom it paid salaries and payroll taxes, or paid independent contractors, and
whether the business has been substantially impacted by COVID-19.
Eligible borrowers are required to make a good faith certification that:
they have been affected by COVID-19 and uncertainty regarding the current economic situation makes the loan request necessary to support continuing operations,
funds will be used to retain workers and maintain payroll and other debt obligations, and
No other application is pending under SBA programs for the same purpose, and the applicant has not received duplicative payments. It should be noted, however, that any Economic Injury Disaster Loans (“EIDL”) issued to a Program applicant can be refinanced into the Program (the “EIDL Refinance”). Accordingly, any prior approval of an EIDL will not, in and of itself, disqualify an applicant from seeking a loan under the Program, and as discussed below, a borrower can maintain an EIDL loan and a Program loan contemporaneously so long as they are used for different purposes.
Other Eligibility Modifications
-The Program removes the SBA loan “Credit Elsewhere Test” that typically requires a prospective borrower to prove they do not have the ability to obtain some or all of the requested funding from other sources. This will facilitate and expedite lending through the Program.
-The Program waives “affiliation rules” for businesses in the hospitality and restaurant industries, franchises that are approved on the SBA’s Franchise Directory, and small businesses that receive financing through the Small Business Investment Company program.
Loan Amount
The maximum loan amount available to a business under the Program is the lesser of (a) 2.5 times its average total monthly payments for payroll costs, as incurred during the one-year period before loan is made (plus any applicable EIDL Refinance amount for SBA loans made after January 31, 2020), or (b) $10,000,000.00. A Program applicant who was not in business between February 15, 2019 and June 30, 2019 will calculate payroll costs by taking the average total monthly payroll costs from January 1, 2020 through February 29, 2020 and multiplying this number by 2.5. Seasonal businesses should calculate payroll costs by using a 12-week period beginning Feb. 15, 2019 and multiplying this average by 2.5. Alternatively, seasonal business may choose the period beginning March 1, 2019, and ending June 30, 2019 to determine the calculation.
For purposes of the above calculation, “payroll costs” include payments for salary, wage, commission, or similar compensation; payments for cash tip or equivalent; payments for vacation, parental, family, medical, or sick leave; allowance for dismissal or separation; payment required for the provisions of group health care benefits; payment of any retirement benefit; payment of state or local tax assessed on the 3 compensation of employees; payments of any compensation or income of a sole proprietor or independent contractor that is an amount not more than $100,000 in one year, as prorated for the calculation period.
Payroll costs do not include any salaries above $100,000 per year (as pro-rated where applicable); taxes imposed or withheld under chapters 21, 22, or 24 of the Internal Revenue Code; compensation of an employee whose principal place of residence is outside of the United States; and qualified sick leave wages or qualified family leave wages where a credit is already allowed under the Families First Coronavirus Response Act.
Use of Loan Proceeds and General Terms
Program loans can be used for payroll costs (as defined above); continuation of group health care benefits during periods of paid sick, medical, or family leave, or insurance premiums; salaries or commissions or similar compensation; interest on mortgage obligations; rent; utilities; and interest on other outstanding debt (payment or prepayment of principal on other debt obligations is not allowed).
General terms of a Program loan include the following:
The deadline to apply for a loan under the Program is June 30, 2020.
Both borrower and lender fees to the SBA are waived.
No personal guaranty is required for the loan.
No collateral is required for the loan.
Loans will have a maximum maturity date of ten years.
Although the terms of the loan continue to be negotiated between borrower and lender, the interest rate on the loan shall not exceed four percent (4%).
The SBA will instruct lenders to provide payment deferral to borrowers of no less than six months and no more than one year (the deferral covers principal, interest and any applicable fees)
There are no prepayment penalties for loans made under this Program.
There is no recourse against borrowers/owners for non-payment of the loan (except to the extent loan proceeds were expended for non-allowed uses)
Loan Forgiveness
Borrowers are eligible for loan forgiveness in an amount equal to the amount of loan proceeds spent by the borrower on certain allowed expenses. Subject to any loan forgiveness reductions, as discussed below, the loan forgiveness amount is calculated by looking at the borrower’s payments for the allowed expenses over the eight (8) week period following the loan origination date. Any loan forgiveness amount will not be taxable to the borrower. The allowed expenses subject to loan forgiveness include:
Payroll costs,
Interest payments on any mortgage (so long as such mortgage was in force prior to February 15, 2020),
Payment of rent on any lease (so long as such lease was in force prior to February 15, 2020), and
Payment of utilities, including gas, electric, water, phone and internet access, where service began prior to February 15, 2020.
Proof of payments will be submitted by borrowers to their respective lender to effectuate the loan forgiveness.
The amount of loan forgiveness, however, will be reduced by (a) the borrower’s failure to maintain the average number of full-time equivalent employees during the eight week covered period as compared to the number of full-time equivalent employees employed during the period of February 15, 2019 through June 30, 2019 or the period of January 1, 2020 through February 29, 2020 (the comparison timeframe is at the borrower’s election), and (b) by the amount that any reduction in salary or wages of an employee during the eight week covered period is reduced in excess of twenty-five percent (25%) as compared to the employee’s salary or wages during the most recent full quarter prior to the eight week covered period.
NOTE: Between February 15, 2020 and thirty (30) days after enactment of the CARES Act, reductions in the number of full-time equivalent employees and/or reductions in employee salary or wages in excess of 25% will not reduce the loan forgiveness amount so long as such reductions are corrected by June 30, 2020.
Any loan balance remaining after the loan forgiveness described above will be carried forward with a maximum maturity date of 10 years and a maximum interest rate of four percent (4%).
Other Pertinent Employer Provisions
-Employee Retention Tax Credit
The CARES Act creates an employee retention tax credit for employers that close their business due to the coronavirus pandemic. Eligible employers are allowed a credit against employment taxes equal to 50% of qualified wages (up to $10,000 in wages, inclusive of health benefits paid to an employee) for each employee. Eligible employers are defined as employers who were carrying on a trade or business during 2020 where the trade or business was fully or partially suspended due to orders from an appropriate governmental authority due to the COVID-19 pandemic. Employers who have gross receipts in 2020 that are less than 50% of their gross receipts for the same quarter in 2019 are also eligible for the tax credit until such time as the business recovers to 80% of their gross receipts in 2020 as compared to the same quarter in 2019.
For employers with greater than 100 full-time employees, qualified wages are wages paid to employees when they are not providing services due to the coronavirus-related circumstances described above. For eligible employers with 100 or fewer full-time employees, all employee wages qualify for the credit, whether the employer is open for business or subject to a shut-down order. The credit is provided for wages paid or incurred from March 13, 2020 through December 31, 2020.
-Modifications for Net Operating Losses
Prior to 2017, any business with a net operating loss could claim refunds for taxes paid in the prior two years pursuant to the “loss carry-back rule”. This was eliminated in 2017 by the 2017 Tax Cut and Jobs Act. The CARES Act now reinstates the carry-back period to five (5) years for net operating losses arising in the 2018, 2019 and 2020 tax years. Additionally, The CARES Act suspends the 80% limitation (80% of taxable income limitation) regarding net operating losses for tax years beginning January 1, 2021. This allows corporate taxpayers the ability to use net operating losses to fully offset table income for the 2018, 2019 and 2020 tax years. As a result, corporate taxpayers may be able to amend prior year returns to offset pre-2018 income that was taxed at a higher tax rate resulting in a current year refund for companies, which in turn may provide additional cash flow and liquidity.
-Delayed Payment of Employer Payroll Taxes
Employer payroll tax liability includes social security tax and Medicare tax. Under the CARES Act, the social security portion of an employer’s payroll tax liability on employee salaries for the period beginning March 27, 2020 and ending on December 31, 2020 is deferred during 2020, and the deadline for making such payments has been extended to the following dates:
Payment of 50% of such tax liability is due by December 31, 2021, and
Payment of the remaining 50% of such tax liability is due by December 31, 2022.
Self-employed individuals who pay social security tax and Medicare tax on their self-employment income can also defer payment, however, the CARES Act only allows for deferment of half of the social security tax applicable to self-employment income. The other half of the social security tax imposed on self-employment income is due by normal estimated tax payment deadlines.
-Temporary exception from excise tax for alcohol used to produce hand sanitizer
For our distillery clients, the federal excise tax is waived on any distilled spirits used for or contained in hand sanitizer that is produced and distributed in a manner consistent with guidance issued by the Food and Drug Administration and is effective for calendar year 2020.
-Subsidy for Certain Section 7(a) Loan Repayments
Pursuant to the CARES Act, for a period of six (6) months beginning on the next payment date, the SBA will pay on behalf of the borrower, the principal, interest, and any associated fees owed in accordance with a regular servicing status for Section 7(a) loans made:
prior to enactment of the CARES Act that are not on deferment;
prior to enactment of the CARES Act that are on deferment; and
within six months of enactment of the CARES Act.
Borrowers should speak with their lenders regarding this subsidy. The subsidy also applies to certain loans pursuant to Title V of the Small Business Investment Act as well as other Section 7 provisions.
-Qualified Improvement Property
The CARES Act enables businesses to immediately write off costs associated with improving facilities rather than depreciating those improvements over the 39-year life of the building. This corrects an error in the Tax Cuts and Jobs Act and increases a company’s’ access to cash flow by allowing them to amend a prior years’ tax return, while also incentivizing a business to invest in improvements.
-Increase in Limitation on Business Interest
The CARES Act also temporarily increases the amount of interest expense businesses are allowed to deduct on their tax returns. Under the Tax Cuts and Jobs Act, the business interest expense deduction was limited to 30% of the taxpayer’s adjusted taxable income. The Care Act increases the deduction limitation to 50% of the taxpayer’s adjusted taxable income for 2019 and 2020. This provision should increase liquidity by reducing the cost of capital.
-Refundable Alternative Minimum Tax Credits
The corporate alternative minimum tax (“AMT”) was repealed by the Tax Cuts and Jobs Act. However, corporate AMT credits were made available as refundable credits over several years ending in 2021. The CARES Act accelerates the ability of a company to claim AMT. AMT credits would be fully refundable starting in 2019, and corporations can elect to claim the entire refundable credit amount in 2018. The Act instructs the IRS to process any refund claims within 90 days of filing.
Practical Considerations
The Small Business Administration must issue regulations within fifteen days of the enactment of the CARES Act. Accordingly, lenders should be in a position to begin processing loan application in mid-April. We suggest that you reach out to your lender at this point to determine if they are enrolled in the SBA Section 7 loan program, and if not, whether they intend to do so. In the interim you should compile all information required to apply for the Paycheck Protection Program, including documentation regarding the number of full-time equivalent employees and pay rates for the periods mentioned above, all payroll records, payroll taxes paid, state taxes paid, unemployment insurance filings, healthcare payments, and any other “payroll costs”. You should also compile all receipts/cancelled checks and related invoicing regarding rental expenses, interest expenses, and utilities.
The Paycheck Protection Program offers several benefits to assist in the payment of employment related matters and various operational expenses. Accordingly, it should not be overlooked. You will also have other financing opportunities as addressed in the remainder of this update. Our suggestion is you should apply for the benefits provided through the Paycheck Protection Program and use those funds for their allowable uses. If funding under the Program is insufficient to satisfy the financial needs of your business, you should also pursue additional financing options, inclusive of the SBA EIDL (so long as the Program loan and the EIDL loan are used for different purposes), as well as the state and local programs currently available.
CORONAVIRUS PREPAREDNESS AND RESPONSE SUPPLEMENTAL APPROPRIATIONS ACT (U.S. SMALL BUSINESS ADMINISTRATION ECONOMIC INJURY DISASTER LOANS)
The SBA also provides “Economic Injury Disaster Loans” (“EIDLs”) in an amount up to $2,000,000.00 to businesses with not more than 500 employees in declared disaster areas (Illinois has been declared a disaster area), where the business has suffered substantial economic damage as a result of COVID-19 for the period of January 31, 2020 to December 31, 2020.
These loans may be used by small businesses to pay fixed debts, payroll, accounts payable and additional bills that cannot be paid because of the impact of the COVID-19 pandemic. The interest rate is 3.75% for small businesses and 2.75% for not-for-profit businesses.
The general EIDL provisions are listed below, however, it is imperative to first address the changes the CARES Act makes to the general EIDL loan provisions as follows:
The EIDL personal guaranty requirement is waived for loans of not more than $200,000.00;
The EIDL requirement that a business must have been in business for one (1) year prior to the disaster is waived, however the business must have been in operation as of January 1, 2020 to qualify for the EIDL loan;
The EIDL requirement that an applicant show they are unable to obtain credit elsewhere is waived;
The SBA Administrator may approve an applicant based solely on the applicant’s credit score without the requirement that the applicant provide tax returns;
The SBA Administrator may us “alternative appropriate methods” to determine an applicant’s ability to repay the loan; and
Emergency Grant assistance is available whereby upon self-certification by the applicant, the applicant can receive an emergency advance in an amount up to $10,000.00 that will be provided to the applicant within three (3) days following receipt of the loan application. Advances can be used for any allowable purpose under the EIDL guidelines. If an applicant receives an advance but is later denied the EIDL loan, the applicant is not required to repay the advance. Lastly, if the applicant transfers into or is approved for the Paycheck Protection Program, any advance will be subtracted from the loan forgiveness amount applicable to the Paycheck Protection Program.
General EIDL Provisions
-Application Filing Deadline: December 21, 2020
-Disaster Loan Assistance Available: Working capital loans to help small businesses, small agricultural cooperatives, small businesses engaged in aquaculture, and most private, non-profit organizations of all sizes meet their ordinary and necessary financial obligations that cannot be met as a direct result of the disaster. These loans are intended to assist through the disaster recovery period.
Credit Requirements:
Credit History – Applicants must have a credit history acceptable to SBA.
Repayment – Applicants must show the ability to repay the loan.
Collateral – Collateral is required for all EIDL loans over $25,000. SBA takes real estate as collateral when it is available. SBA will not decline a loan for lack of collateral, but SBA will require the borrower to pledge collateral that is available.
Interest Rates: The interest rate is determined by formulas set by law and is fixed for the life of the loan. The maximum interest rate for this program is 3.750 percent.
Loan Terms: The law authorizes loan terms up to a maximum of 30 years. SBA will determine an appropriate installment payment based on the financial condition of each borrower, which in turn will determine the loan term.
Loan Amount Limit: The law limits EIDLs to $2,000,000 for alleviating economic injury caused by the applicable disaster. The actual amount of each loan is limited to the economic injury determined by SBA, less business interruption insurance and other recoveries up to the administrative lending limit. SBA also considers potential contributions that are available from the business and/or its owner(s) or affiliates. If a business is a major source of employment, SBA has the authority to waive the $2,000,000 statutory limit.
Refinancing: Economic injury disaster loans cannot be used to refinance long term debts.
Application Process: To apply for EIDL assistance visit the following websites: https://www.sba.gov/page/coronavirus-covid-19-small-business-guidance-loan-resources
https://www.sba.gov/disaster/apply-for-disaster-loan/index.html
CITY OF CHICAGO SMALL BUSINESS RESILIENCY FUND
The City of Chicago has established a $100,000,000.00 fund to provide loans to small businesses suffering hardship from the COVID-19 pandemic. Loan applications will be administered through the city’s Community Development Financial Institution (CDFI) partners. Applications for the Chicago Small Business Resiliency Fund will begin to be accepted on March 31, 2020. More information about City of Chicago partners who will administer the loans will be provided before March 31, 2020.
Terms: The loan terms will follow the below guidelines:
Repayment Term: Low-interest rate loans for a term of up to five years. (Interest rate is currently unknown).
Loan Amount: Up to $50,000 but sized based on revenues before the COVID-19 outbreak.
Loan Proceeds: Proceeds are required to be used for working capital. At least 50% of proceeds should be applied toward payroll and commitment to retain the workforce at 50% of pre-COVID- 19 levels.
Eligibility: To be eligible, businesses must meet the following requirements:
Revenue Decrease: Applicants must have experienced more than a 25% revenue decrease due to COVID-19.
Employee/Revenue Requirements: Applicants must employ fewer than 50 employees and have gross revenues of less than $3 million in 2019.
City of Chicago Address: Applicants must Provide a City of Chicago business address or City of Chicago business license.
Lien/Judgment Free: Applicants must have no pre-existing tax liens or legal judgments.
Additional Information: In addition, applicants should be prepared to provide the following information:
Bank statements dating back to October 2019
Your most recent tax return
Photo ID (CityKey will be accepted)
To begin the application process, follow the below link and you will be contacted. https://www.surveymonkey.com/r/COVID19Chicago
ILLINOIS SMALL BUSINESS EMERGENCY LOAN FUND
The State of Illinois has established a $60 million fund to provide low-interest rate loans of up to $50,000.00 for small businesses outside of the City Chicago. Businesses with fewer than 50 employees and less than $3 million in revenue in 2019 are eligible and state lending partners will begin accepting applications April 1, 2020.
Loan Guidelines
Term and Interest Rate: The loan is offered as five-year term loan at 3% annual simple interest. Payments are deferred for six months, and fixed principal and interest payments will be due after initial deferral. The loan may be repaid early without penalty.
Loan Amount: Borrowers may receive up to $50,000, with borrower loan amounts determined by average monthly revenues prior to the COVID-19 pandemic.
Loan Uses: Loan proceeds must be used for working capital, and at least 50% of loan proceeds must be applied toward payroll or other eligible compensation, with a commitment to hire or retain at least 50% of a business’ workforce for six months.
Borrower Eligibility
Employees/Revenue: Businesses must have received less than $3 million in gross revenue in 2019 and employed fewer than 50 employees. The employee threshold will be based on average employment numbers over the period of October 2019 to December 2019. Seasonal businesses may base the employee threshold on average from January 2019 to December 2019.
Revenue Decline: Businesses must have experienced at least a 25% decrease in revenues as a result of COVID-19.
Illinois Businesses/Operational History: Business must be located in Illinois and provide proof of an Illinois business address and valid business license from an Illinois jurisdiction. Businesses must have been in operation for at least one year.
Bank Statements/Tax Returns: Applicants must ensure ability to provide bank statements dating back to October 2019 and most recent tax returns.
Farm Loan Disqualification: At this time, non-profits and farm business that would traditionally qualify under the USDA’s farm loan program are not eligible.
If you are interested in applying for the Illinois Small Business Emergency Loan Fund, please complete the expression of interest form by following the below link.
Additional information is available at: https://www2.illinois.gov/dceo/SmallBizAssistance/Pages/IllinoisSmallBusinessEmergencyLoan Fund.aspx
DOWNSTATE SMALL BUSINESS STABILIZATION PROGRAM
To support small businesses in downstate and rural counties across Illinois, the Illinois Department of Commerce and Economic Opportunity (“DCEO”) is repurposing $20 million in CDBG funds to create the Downstate Small Business Stabilization Program. This fund will offer small businesses of up to 50 employees the opportunity to partner with their local governments to obtain grants of up to $25,000 in working capital. These grants will be offered on a rolling basis.
Who is eligible: Local governments can apply on behalf of businesses with 50 employees or less. Only units of local government recognized by the Illinois Constitution and able to support economic development activities on a sufficient scale are eligible to apply for Economic Development grant funding. This includes cities, villages, and counties. Municipalities must not be a HUD direct Entitlement community or be located in an urban county that receives "entitlement" funds. A map of eligible areas of the state can be accessed here, see “Staff Contact Information.”
Ineligible Communities: Communities receiving an annual allocation directly from HUD on an entitlement (formula) basis are not eligible to apply for the State’s CDBG funding. In 2019, Illinois had 33 metropolitan cities and eight urban counties named as Entitlements. They are:
Urban Counties
Cook County
DuPage County
Kane County
Lake County
Madison County
McHenry County
St. Clair County
Will County
Metropolitan Cities
Arlington Heights
Aurora
Berwyn
Bloomington
Champaign
Chicago
Cicero
Danville
Decatur
Dekalb
Des Plaines
Elgin
Evanston
Hoffman Estates
Joliet
Kankakee
Moline
MountProspect
Naperville
Normal
Oak Lawn
Oak Park
Palatine
Pekin
Peoria
Rantoul
Rockford
Rock Island
Schaumburg
Skokie
Springfield
Urbana
Waukegan
Grant: $25,000 in working capital. The program redeploys Community Development Block Grant funds to support local small businesses.
Additional information and access to the application process can be found at: https://www2.illinois.gov/dceo/CommunityServices/CommunityInfrastructure/Pages/Downstate SmBizStabilizaition.aspx
HOSPITALITY EMERGENCY GRANT PROGRAM
Generally: The Illinois Department of Commerce and Economic Opportunity (“DCEO”) has created a $14 million-dollar grant program to help small hospitality businesses that have suffered losses as a result of the COVID-19 pandemic.
Funding: Provides up to $25,000 to eligible bars and restaurants and up to $50,000 for eligible hotels.
Use of Grant Funds: For bars and restaurants, based on the businesses needs identified in the grant application, funds can be used to support working capital (rent, payroll, and other accounts payable), job training (such as new practices related to take out, delivery and sanitation) and technology enabling new operations as well as other costs to implement that technology. For hotels, funds can be used as working capital to support the retention of employees.
Who is Eligible:
Bars and restaurants that generated between $500,000 and $1 million in revenue in 2019 are eligible for up to $25,000,
bars and restaurants that generated less than $500,000 in revenue in 2019 are eligible for up to $10,000, and
Hotels that generated less than $8 million in revenue in 2019 are eligible for up to $50,000.
Application Information:
Applications are available at https://www.surveymonkey.com/r/ilgrant and are due by April 1 at 5 p.m. All valid, eligible applications received will be entered into a lottery, and grant winners will be notified on April 4th if they have received an award. DCEO is striving to make funds available to awarded businesses within two days of receiving the necessary bank information from an awarded grantee.
BUSINESS INVEST - ILLINOIS SMALL BUSINESS COVID-19 RELIEF PROGRAM
Through this program, the State of Illinois Treasurer's Office is partnering with approved financial institutions to provide loans (either lower interest rate loans, or loans to a business or non-profit that would not otherwise qualify), to Illinois small businesses impacted by the COVID-19 pandemic.
General Information/Interest Rates: State funds would be deposited with qualified financial institutions (Financial Institutions have yet to be determined) for a 1-year term at a near-zero deposit rate of 0.01% (0.0001). Deposits could be drawn in $1 or $5 million increments, up to a maximum of $25 million per financial institution. Deposited funds would facilitate affordable loans (not to exceed 4.75%) to small businesses and non-profits that could be used to provide bridge funding, pay fixed debts, payroll, accounts payable and other bills.
Who’s Eligible: Eligible Illinois businesses or non-profits must:
have been shut down or limited due to COVID-19;
have less than $1 million in liquid assets or $8 million average annual receipts (per SBA standards); and
be headquartered in the State of Illinois or agree to use the funds in Illinois.
Details regarding the Business Invest Program are currently pending from the Treasurer’s office. At present, additional information can be found at: https://illinoistreasurer.gov/Invest_in_Illinois/Small_Business_COVID-19_Relief_Program
This article is for informational purposes only. If you have any questions, please contact our team at Troglia•Kaplan Attorneys.