Nuveen Churchill Direct Lending Corp. (NCDL) Q2 2026 Earnings Report, Transcript and Summary

Welcome to Nuveen Churchill Direct Lending Corp.'s Second Quarter 2026 Earnings Call. [Operator Instructions] As a reminder, this conference call is being recorded for replay purposes. I'd now like to turn the call over to Robert Paun, Head of Investor Relations for NCDL. Robert, please go ahead.

Good morning, and welcome to Nuveen Churchill Direct Lending Corp.'s Second Quarter 2026 Earnings Call. Today, I'm joined by NCDL's Chairman, President and CEO, Ken Kencel; and Chief Financial Officer and Treasurer, Shai Vichness. Following our prepared remarks, we will be available to take your questions. Today's call may include forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates, and projections about the company, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict. Actual results may differ materially from those expressed or forecasted in the forward-looking statements. We ask that you refer to the company's most recent filings with the SEC for important risk factors. Any forward-looking statements made today do not guarantee future performance, and undue reliance should not be placed on them. The company assumes no obligation to update any forward-looking statements at any time. Our earnings release, 10-Q and supplemental earnings presentation are available on the News and Investors section of our website at ncdl.com. Now I would like to turn the call over to Ken.

Thank you, Robert. Good morning, everyone, and thank you for joining us today. During my prepared remarks, I will start with a discussion of our second quarter results, followed by some comments and thoughts on the current market environment, our portfolio positioning and the strategic initiative that occurred post quarter end. First, I'd like to start by reviewing our financial results for the quarter. Overall, we continue to be pleased with the operating performance of NCDL and our investment portfolio despite a challenging market environment. This morning, we reported second quarter net investment income of $0.41 per share, fully covering our $0.36 per share base quarterly distribution. Based on our results, the Board has declared a total third quarter distribution of $0.38 per share, consisting of a regular quarterly distribution of $0.36 per share and a supplemental distribution of $0.02 per share. During the quarter, gross originations totaled approximately $12 million compared to $83 million in the first quarter of this year. The decline in gross originations quarter-over-quarter was driven by 2 factors: our desire to manage our leverage ratio towards the upper end of our target leverage range and timing of certain transactions, which were underwritten in the second quarter, but ultimately closed in July. As I will discuss later in my prepared remarks, the Churchill platform continues to see strong asset growth and new originations. Net asset value at June 30 was $17.19 per share compared to $17.50 per share at March 31, driven by unrealized markdowns and realized losses on 2 amendments that Shai will touch on in his remarks. In terms of the current market conditions and economic environment, the first half of 2026 has been one of the most closely watched periods in private credit's history, unfolding against the backdrop of elevated public market volatility, geopolitical tensions and negative headlines. These headlines have been driven by concerns around AI disruption, software exposure and increased redemption activity in private BDCs. We continue to believe there is a significant disconnect between the narrative in the media and the underlying fundamentals in private credit, particularly with our investment portfolio and the continued strength of our credit metrics. Dispersion amongst private credit managers has started to emerge in our view, and we think it will continue to be a focus area with investors. Amid these market conditions, private equity M&A activity was highly selective in the second quarter as financial sponsored deal activity slowed compared to the first quarter despite overall global M&A recording new highs. Private equity volumes were relatively light compared to prior periods, driven by continued market volatility as buyers navigated geopolitical uncertainties and AI-driven disruptions. The gap between strategic acquirers and private equity sponsors widened as financial sponsors faced disciplined underwriting and tighter credit constraints. However, in June and July, we experienced a material increase in deals reviewed over prior months as transaction activity across our platform has returned to a more normalized level. We attribute this to our focus on the core traditional middle market as well as our relationships with high-quality private equity sponsors. In terms of spreads, we started to see a widening of direct lending spreads early in the second quarter, driven by the recent market concerns, volatility and disruption. Today, spreads have stabilized around a more normalized level of between 475 and 500 over for traditional first lien loans. As far as the interest rate environment is concerned, given that inflation remains above the Fed's targets, expectations for rate cuts for the remainder of the year have diminished with the forward SOFR curve now showing potential rate hikes. This shift from earlier in the year is largely driven by persistent inflation, a resilient labor market as well as geopolitical tensions, which have created economic uncertainty. Despite all of these factors, we continue to view private credit and direct lending as an attractive asset class with a compelling risk-return profile. Turning to our investment activity. The first half of 2026 brought a more measured environment for new LBO volume, reflecting the broader macroeconomic backdrop. U.S. private equity deal volume and direct lending volume for private equity-backed borrowers declined materially quarter-over-quarter. Despite that, the Churchill platform delivered strong investment activity, outpacing the market by a meaningful margin while maintaining our underwriting standards and high level of selectivity. During the second quarter, at the platform level, Churchill closed or committed to over 80 transactions totaling approximately $4.3 billion, with the majority of that volume concentrated in senior lending. As I mentioned earlier, gross originations at NCDL were muted in the quarter, which was intentional, given that we were operating slightly above our target leverage range at the end of the first quarter and as a result of timing to close transactions underwritten in June. We remain focused on actively reinvesting cash received from repayments and sales into high-quality assets while optimizing our use of leverage. During the second quarter, investment fundings totaled approximately $24.8 million and repayments and sales totaled approximately $67.5 million. It's also important to remind everyone that at Churchill, we focus on the traditional core middle market, benefiting from our differentiated sourcing and long-term track record. We continue to target companies with $10 million to $100 million of EBITDA, which we believe helps insulate us from the more aggressive structures and loosening terms prevalent in the upper middle market and broadly syndicated loan space. We believe that risk-adjusted returns in this segment of the market remain among the most compelling in private credit, particularly for scaled, highly selective managers with deep private equity relationships. We see the core middle market as a durable opportunity to generate long-term value and enhance portfolio diversification for our investors. As far as our investment portfolio and credit quality is concerned, overall company performance across our portfolio remains healthy, which we believe reflects the quality of the deal flow we have experienced over the last several years. While we did experience a few company-specific credit challenges in the quarter, which is not overly surprising to us given the current market environment, our high-quality, well-diversified investment portfolio continues to perform well and in line with our expectations. During these periods of market volatility and economic uncertainty, it is important to remain focused on our core values and pillars that have benefited Churchill over the past 2 decades. We have deep expertise, substantial experience, strong relationships, relevant size and scale and a differentiated approach to sourcing and originating high-quality deal flow. Our ability to navigate these market conditions and environment stems from our experienced investment, operating and management teams. Our weighted average internal risk rating was 4.3 at the end of the second quarter, consistent with the prior quarter and versus an original rating of 4.0 for all of our investments at the time of origination. Our internal watch list ticked up to approximately 10.8% of fair value compared to 8.4% at the end of the first quarter. As a reminder, we employ a dynamic internal risk rating system with a 1 through 10 rating scale. Our watch list starts at a 6 rating, and we ensure that our workout team is involved early on in the process of a potential credit challenge or event. The percentage of watch list names for NCDL remains consistent with the Churchill platform and our long-term historical averages. Credit metrics and fundamentals within the NCDL portfolio remain strong, with portfolio company total net leverage of 5.2x and interest coverage of 2.5x on traditional middle market first lien loans. Interest coverage increased during the quarter from 2.3x at the end of the first quarter. These credit metrics are a direct result of our conservative structuring and relatively low attachment points that we target when underwriting new transactions. During the second quarter, we added 4 new names to nonaccrual with a total cost of $33.3 million and a fair value of $18.7 million. At June 30, nonaccruals represented 2.7% of our total investment portfolio on a cost basis and 1.5% on a fair value basis. Despite the increase in nonaccruals this quarter compared to prior quarters, we believe these percentages continue to compare favorably versus current BDC industry averages and the long-term historical BDC average. At June 30, we had 244 companies in our portfolio, and our top 10 portfolio companies represented approximately 13% of the total fair value. This diversification remains a key focus of ours and is critical as we seek to maintain exceptional credit quality and originate additional attractive investment opportunities. We have achieved this diversification with a continued high level of selectivity, facilitated by the significant proprietary deal flow our sourcing engine is able to generate from the breadth and depth of our PE relationships. As we highlighted last quarter, market concerns regarding AI's potential disruption of software businesses have raised a lot of questions about private credit portfolio software exposure. We believe this underscores the importance of a diversified approach to portfolio construction. As a reminder, we have relatively low exposure to software as these are not the type of deals we tend to underwrite. The rapid pace of innovation in the software sector, often coupled with higher leverage attachment points and less room for error were key reasons we passed on many software deals. As of June 30, software businesses represented approximately 2.4% of NCDL's total investment portfolio at fair value. While AI will certainly contribute to disruption in the technology sector, the full impact remains difficult to assess at this time. We continue to monitor AI and its potential impact across the portfolio as we have done long before these headlines emerged. We maintain an active dialogue with the senior management teams of all of our borrowers as well as the private equity firms that own them, so that we have an informed and real-time view on this and any other risk our borrowers may face. Overall, we feel very positive as to how we are positioned relative to the risk that AI may pose to our portfolio companies. Before I conclude and turn it over to Shai, I'd like to provide an update on a new strategic initiative for NCDL. In July, we successfully closed a joint venture with an institutional partner in which we will deploy assets and investments that align with the Churchill platform and NCDL's investment strategy and portfolio allocation. We'll also utilize a manageable level of leverage at the JV, and we believe this equity investment will be accretive to NCDL's long-term earnings profile. We believe this partnership is a testament to the Churchill platform with an experienced management team, investment and operating teams as well as a successful track record of investing and operating across various market conditions and cycles. In summary, we are pleased with our financial results and the continued strength of NCDL's investment portfolio despite a few underperforming names and additions to the nonaccrual list this quarter. We have constructed a defensive portfolio balanced across multiple measures, including sponsor, position size as well as industry and sector concentration. This has been critical to our success throughout our history and is a key reason why we are optimistic about our future performance and long-term prospects. From a forward-looking perspective, we also remain optimistic about the long-term outlook for the private credit industry despite the headline noises in the market. Overall credit metrics remain strong and stable, and we believe systemic risk concerns are overstated and that our focus on the core traditional middle market continues to offer structural advantages. And now I'll turn the call over to Shai to discuss our financial results in more detail.

Thank you, Ken, and good morning, everyone. I will now review our second quarter financial results in more detail. During the second quarter, NCDL reported net investment income of $0.41 per share, in line with our first quarter NII. Total investment income declined to $44.3 million compared to $46.3 million in the first quarter of 2026. This was primarily driven by the modest decline in the size of our investment portfolio as well as a modest decline in portfolio yields. At June 30, our gross debt-to-equity ratio was 1.29x compared to 1.32x at March 31 of this year, and our net debt-to-equity ratio was 1.23x compared to 1.26x at the end of the first quarter. In July, we paid our second quarter distribution of $0.38 per share. And for the third quarter, our Board has declared another $0.38 per share distribution. This consists of a regular quarterly distribution of $0.36 per share and a supplemental distribution of $0.02 per share. Both distributions will be paid on October 28 to shareholders of record as of September 30. We continue to operate with a base plus supplemental dividend program that sees us paying out a portion of the excess earnings over and above our regular dividend of $0.36 per share. For the most recent quarter, we generated $0.05 per share of incremental earnings above our regular distribution, and we are distributing $0.02 of the excess earnings in the form of a supplemental distribution. Our total GAAP net income in the second quarter was $0.07 per share compared to $0.18 per share in the first quarter. Second quarter net income included $0.34 per share of net realized and unrealized losses. Net realized losses of approximately $0.23 per share were primarily driven by amendments to 2 underperforming debt investments during the quarter. The net unrealized losses of $0.11 per share were primarily due to a decrease in the fair value of certain underperforming portfolio companies as market spreads remained broadly stable throughout the quarter, partially offset by the reversal of unrealized losses on underperforming debt positions that were restructured or amended during the period. At June 30, our net asset value was $17.19 per share compared to $17.50 per share on March 31, representing a 1.8% decline quarter-over-quarter, largely due to the impact of realized and unrealized losses during the quarter. At the end of Q2, NCDL's investment portfolio had a fair value of $1.9 billion, modestly down from the $2 billion at the end of the first quarter. Gross originations totaled $12.1 million and gross investment fundings totaled $24.8 million compared to $82.9 million and $85.4 million of gross originations and gross investment fundings, respectively, in the first quarter of 2026. As Ken mentioned earlier, investment activity slowed in the quarter, driven by continued market volatility as private equity sponsored buyers navigated geopolitical uncertainties as well as AI disruptions. Late in the second quarter and in July, however, we have seen a meaningful pickup in deals reviewed and a return to more normalized levels of transaction activity across the platform. During the second quarter, sales and repayments totaled $67.5 million, a rate of approximately 3.4%, relatively in line with last quarter, but still below our long-range assumption of 5% per quarter, attributable to lower sponsor M&A activity in the second quarter. We did have full repayments on 3 larger positions within NCDL totaling $59 million and partial prepayments for another $9 million. We have been actively reinvesting capital received from repayments with a view towards maintaining leverage at the upper end of our target range. Additionally, we remain focused on redeploying capital into traditional middle market transactions across the capital structure with the vast majority of new investments into senior secured first lien loans. At June 30, our total investment portfolio consisted of 244 names compared to 236 names at the end of the first quarter. Diversification across portfolio companies remains a key focus of ours with our top 10 portfolio companies representing only 13.2% of the fair value of the portfolio, consistent with the prior quarter. Our largest exposure is only 1.6% of the total portfolio, and our average position size remains at 0.4%. As far as asset deployment and selection, during the second quarter, our modest amount of new originations were primarily spread across senior first lien loans and equity positions. Of the $12.1 million of gross originations, $5.9 million were in senior loans and $4.8 million were invested in equity positions across 5 names. The balance was deployed in subordinated debt positions. As we mentioned in our last earnings call, we've been intentionally deploying more dollars into our equity bucket in recent quarters versus junior debt with a focus on slightly increasing the percentage of equity to drive capital appreciation within NCDL. Spreads on new investments in the second quarter were modestly higher than the prior quarter, with the average spread on first lien loans at approximately 475 basis points. Our weighted average yield on debt and income-producing investments at cost remained consistent with the prior quarter at 9.3%. In terms of portfolio allocation, at June 30, first lien loans represented approximately 89.6% of the total portfolio, while junior debt and equity comprised 7.3% and 3.1%, respectively. Our allocation strategy remains unchanged as we continue to target a portfolio comprised of roughly 90% senior loans with the balance allocated to junior debt and equity. We strongly believe that our focus on the traditional middle market segment will benefit NCDL shareholders over the long term as we see meaningfully higher spreads and tighter documentation terms in the traditional middle market as compared to the upper middle and BSL markets. Turning to credit quality. We continue to be very pleased with the overall health and strength of our investment portfolio despite a few credit challenges during the second quarter. During the quarter, we placed 4 new portfolio companies on nonaccrual status with a cost basis of $33.3 million and a fair value of $18.7 million. At quarter end, NCDL had 9 total names on nonaccrual, representing 1.5% on a fair value basis and 2.7% at cost. This compares to 0.6% and 1.3% of the total portfolio at fair value and cost, respectively, as of the end of Q1. Our portfolio continues to perform well and in line with our expectations as we have been operating with historically low level of nonaccruals for an extended period. At June 30, our weighted average internal risk rating was 4.3x, consistent with the prior quarter, and our watch list consisting of names with internal risk ratings of 6 or worse increased slightly to 10.8% at the end of the second quarter compared to 8.4% as of the end of the first quarter. This was largely driven by a few underperforming names as we discussed earlier. Our watch list percentage remains consistent with the Churchill platform overall as well as our long-term historical averages. And finally, our conservative approach to underwriting is highlighted by our weighted average net leverage across the portfolio of 5.2x and interest coverage of 2.5x as of the end of the second quarter. Now turning to the right-hand side of our balance sheet. Our debt-to-equity ratio at June 30 was 1.29x gross compared to 1.32x at March 31. And on a net basis, our net debt-to-equity ratio was 1.23x at June 30, net of our cash position at quarter end. Our goal remains to redeploy capital received from repayments and maintain leverage towards the upper end of our target range of 1 to 1.25x debt to equity, and our focus for the near term is on optimizing the asset mix within the portfolio and actively reinvesting cash received from repayments and sales into high-quality assets. Subsequent to quarter end, we completed 2 capital structure transactions. First, in July, we redeemed NCDL CLO III with an aggregate principal balance of $297.9 million, inclusive of accrued interest, which we redeemed in full at par. CLO III had an interest rate of SOFR plus 211 basis points. Second, also in July, we completed a successful $100 million tap of our existing 2030 unsecured notes, which brings the aggregate amount of unsecured notes issued by NCDL to $400 million. As a strong sign of ongoing support from our parent company, TIAA purchased 100% of the notes issued. Also, in connection with the tap, we entered into an interest rate swap covering the incremental issuance, resulting in NCDL paying a floating rate of SOFR plus 2.55% on the incremental debt, which matures on March 15, 2030, together with the existing $300 million of unsecured notes issued in 2025. Giving effect to both of these capital structure transactions, the redemption of CLO III and the unsecured debt issuance, our pro forma weighted average cost of debt was SOFR plus 188 basis points, largely unchanged from what we reported last quarter. Pro forma for the incremental issuance, our unsecured notes now represent approximately 41% of NCDL's outstanding debt, providing us with even greater operational flexibility, and we maintain our investment-grade ratings from both Moody's and Fitch. We were pleased to have successfully completed both transactions, and we will continue to look for ways to optimize the debt capital structure of NCDL going forward. Before turning back to Ken, I'd like to briefly discuss a new strategic initiative for NCDL. In July, after quarter end, we partnered with an institutional investor to form a joint venture with a total equity commitment of up to $106 million. NCDL committed 87.5% of the equity to the joint venture with our partner committing the remainder. At closing, we sold a portfolio of approximately $150 million of first lien loans to the joint venture and expect to continue to ramp the joint venture towards a portfolio of approximately $300 million over the coming quarters. The leverage employed at the joint venture, together with its high-quality and diversified portfolio should provide for accretive returns to NCDL and further support our earnings profile. Additionally, the joint venture provides NCDL with incremental capacity to deploy into our attractive pipeline of deal flow. With that, I'll turn it back to Ken for closing remarks.

Thank you, Shai. In closing, while the first half of 2026 was an eventful period of time in the private credit market, we are pleased with how the team navigated these challenging market conditions. We also remain confident that NCDL is well positioned for the second half of the year with an experienced investment team and our ability to originate high-quality investments in various market conditions and economic environments. We continue to benefit from our competitive advantages in the core middle market as well as our long-term successful track record. Thank you all for joining us today and for your interest in NCDL. I will now turn the call over to the operator for Q&A.

And the first question comes from the line of Melissa Wedel with UBS.

I wanted to first follow up on the comment about new originations this quarter and intentionally allocating a little bit more towards equity exposure for future NAV appreciation. I'm curious how you weigh that between the opportunity to play for future NAV appreciation, which could be years down the line versus maybe allocating sort of down the stack a little bit maybe to some junior debt positions just for a little bit of yield pickup and how you really balance those 2 things?

Yes. Melissa, thank you. It's Shai. Thanks for the question. So yes, look, I think when we're talking about sort of the allocations across the portfolio, I think the first thing to just sort of anchor around is that our focus is predominantly in senior secured first lien, and that's not changing. So our expectation is that will continue to comprise, call it, 90% of the portfolio, and we continue to believe that the levered senior trade is highly attractive even relative to junior debt. Now you can make a bet on sort of which way you think interest rates are going. Obviously, now with sort of a relatively stable to potentially increasing rate environment, again, I think that is even more clear that the levered senior trade is attractive. And then on the equity side, what we're really talking about is going from, call it, 1.5% to 2% equity to 3% to 4% equity. So these are not sort of material movements in the overall allocation percentage, but that ability to get a little bit more equity in the book, especially if the existing equity positions that have been invested over the last number of years are starting to mature, we think that gives us an opportunity to generate some of those capital gains and have that sort of NAV appreciation that we can then redeploy into the pipeline and then deemphasizing a little bit the junior capital while still actively investing there. And as I think you saw, roughly 40% of the capital we deployed this last quarter was actually into junior debt position. So it's not that we're not investing there. It's still a focus, but it's slightly deemphasized in favor of equity. So again, these are moves on the margin, but the key takeaway is we believe very strongly in the levered senior trade, and we think adding a little bit of incremental equity to the book makes sense just given the maturity profile of the vehicle.

Yes. Melissa, it's Ken as well. And I would just add on the private equity side -- and I think you know this about our platform. Today, we have investments, commitments in over 350 U.S. middle market private equity funds that we manage overall. And obviously, along with that, we get co-investment opportunities that are often very attractive. And so we're leaning into those opportunities as well. It's a very small part of our portfolio. But those opportunities are coming from, by and large, very high-quality mid-market private equity funds that have fantastic track records and the opportunity to co-invest with them, we think, is quite unique. And so we want to make sure that we're taking advantage of that.

I appreciate that. If I could follow on with a question about the JV. It certainly seems -- it certainly looks like you're trying to ramp it fairly quickly by seeding that with it looks like half the capacity, I think my math is right on -- from the existing portfolio. I'm curious what -- if you're willing to share how long you're aiming to take to ramp that vehicle more fully? And then what the yield profile might be between loans that you keep on balance sheet and loans that would go into the JV and how that plays into target ROE, things like that?

Yes, sure. So yes, you're right in terms of your math. We dropped down $150 million of assets at the launch of the joint venture, and our goal is to get that to roughly $300 million in assets. And I would say that should happen over the medium term, so call it, inside 12 months to get the remainder fully ramped. And the focus there is going to be on almost 100% senior secured first lien loans, so taking advantage of that levered senior trade. And the assets will be very similar, frankly, to what's up in the BDC as well. So it will participate in the pipeline. It could acquire assets from time to time from NCDL as well, and that will enable it to ramp and generate that levered trade. And again, if you think about the credit facility employed there and sort of the target leverage for that vehicle, consistent with other JVs that you've seen sort of in that 2x leverage range at the joint venture level, that will allow us to generate those incremental returns and be accretive to the overall earnings profile of NCDL.

And the next question comes from the line of Arren Cyganovich with Truist Securities.

This is Alex Breuer, Arren's associate at Truist. Just on the credit, you mentioned a few company-specific challenges during the quarter. I was just curious if there's any color that you could add on the tick up in nonaccruals and the watch list percentage.

Yes. Look, I mean, I think it's important to sort of put, Alex, the new nonaccruals in the context of sort of the historical performance, which has been very strong, right? So the fact that we have a handful of incremental nonaccruals, I believe, 4 this quarter is sort of not overly surprising just as sort of the portfolio evolves and matures. But again, if you look at the composition of those names that are going on the watch list, frankly, we get this question a lot, right, are there trends? Are there themes, industries? And each of the 4 really were across 4 separate industries with no real through line, right? So they're going to be company-specific in terms of the performance. But we're not seeing, frankly, a real trend or overarching sort of concern around the overall credit quality of the portfolio. So a modest increase in the watch list, not surprising just given the maturity of the portfolio and the current environment. And then as we think about the nonaccrual percentage, right, still fairly low in the context of the overall industry, right? So on a relative performance basis, quite solid on any metric, right, that you would look at. So things like quarter-over-quarter or even first half NAV change in the book as well as the nonaccrual percentage relative to the overall industry, we still feel very good, but clearly an increase from the prior quarter, but something we're keeping a very close eye on.

Yes, this is Ken. I would agree with that. And I would say that if you look at the 4 names, very much idiosyncratic. There really is no theme. And in each case, in each of the 4, we did have ongoing sponsor support. So the sponsors obviously engaged, stepped up, provided incremental capital, worked to try to address these issues. So I think sponsor behavior was as we would have hoped for. But again, not every situation goes as planned. So we're going to have a small handful of these names. Again, we have 244 names today in our portfolio. There are 4 here that we're dealing with, but there is really no common theme, either industry or otherwise. I will say, overall, obviously, given all the dynamics and the noise about AI that we've heard during the first half of the year, there's no AI theme here at all. And I think it's just a function of some businesses that in a higher for longer environment may be a bit more challenged. But overall, we continue to be happy with the quality of the portfolio and the overall ongoing monitoring and support we've received from our sponsors.

Ladies and gentlemen, this does conclude the question-and-answer session. And I would like to turn the call back over to Ken Kencel for closing remarks.

Great. Thank you very much, and thank you all for joining us today. We very much appreciate your interest and support. And hopefully, all of you have a great remainder to the summer, and we look forward to getting together on our next quarterly call.

Thank you. This does conclude today's conference. You may disconnect your lines at this time and enjoy the rest of your day.