Reynolds Consumer Products Inc 10-K for FY2022

Reynolds Consumer Products Inc. (REYN)

10-K 2023-02-08 For: 2022-12-31

Added on April 07, 2026

About this 10-K

Reynolds Consumer Products Inc filed this 10-K on February 8, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.82B; up 7.3% from $3.56B a year earlier
Net income: $258M; down 20.4% from net income of $324M a year earlier
Diluted EPS: $1.23; down 20.1% from $1.54 a year earlier

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Delaware			45-3464426

(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)


			Page

PART I
Item 1. Business			4
Item 1A. Risk Factors			10
Item 1B. Unresolved Staff Comments			24
Item 2. Properties			24
Item 3. Legal Proceedings			24
Item 4. Mine Safety Disclosures			24

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			25
Item 6. [Reserved]			27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 7A. Quantitative and Qualitative Disclosures about Market Risk			40
Item 8. Financial Statements and Supplementary Data			41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			71
Item 9A. Controls and Procedures			71
Item 9B. Other Information			71
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			71

PART III
Item 10. Directors, Executive Officers and Corporate Governance			72
Item 11. Executive Compensation			72
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			72
Item 13. Certain Relationships and Related Transactions, and Director Independence			72
Item 14. Principal Accounting Fees and Services			72

PART IV
Item 15. Exhibits and Financial Statement Schedules			73
Item 16. Form 10-K Summary			73
Index to Exhibits			74
Signatures			76


Our brands have #1 market share positions across nearly all our categories
Category	Brand	Position
Aluminum foil (U.S.)
Aluminum foil (Canada)
Parchment paper
Wax paper
Slow cooker liners
Oven bags
Freezer paper
Slider bags
Party cups
Foam dishes
Trash bags


	For the Years Ended December 31,
(in millions)	2022		2021		2020
Waste and storage ⁽¹⁾	$	1,550	$	1,448	$	1,351
Cooking products	1,287		1,314		1,159
Tableware	1,000		815		763
Unallocated	(20)		(21)		(10)
Net revenues	$	3,817	$	3,556	$	3,263


	For the Years Ended December 31,
	2022		2021		2020
	(in millions)
Net income – GAAP	$	258	$	324	$	363
Income tax expense	80		106		153
Interest expense, net	76		48		70
Depreciation and amortization	117		109		99
IPO and separation-related costs ⁽¹⁾	12		14		31
Other	3		—		1
Adjusted EBITDA (Non-GAAP)	$	546	$	601	$	717


R			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Year Ended December 31, 2022					Year Ended December 31, 2021					Year Ended December 31, 2020
(in millions, except for per share data)	Net Income		Diluted Shares	Diluted EPS		Net Income		Diluted Shares	Diluted EPS		Net Income		Diluted Shares	Diluted EPS
As Reported - GAAP	$	258	210	$	1.23	$	324	210	$	1.54	$	363	205	$	1.77
Assume full period impact of IPO shares ⁽¹⁾	—		—	—		—		—	—		—		5	—
Total	258		210	1.23		324		210	1.54		363		210	1.73
Adjustments:
IPO and separation-related costs ⁽²⁾	9		210	0.04		11		210	0.05		23		210	0.11
Impact of tax legislation change from the CARES Act	—		—	—		—		—	—		27		210	0.13
Other ⁽²⁾	2		210	0.01		—		—	—		—		—	—
Adjusted (Non-GAAP)	$	269	210	$	1.28	$	335	210	$	1.59	$	413	210	$	1.97


(in millions)	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Unallocated⁽²⁾		Total Reynolds Consumer Products
Net revenues
2022	$	1,287	$	946	$	1,000	$	604	$	(20)	$	3,817
2021	1,314		884		815		564		(21)		3,556
2020	1,159		818		763		533		(10)		3,263
Adjusted EBITDA ⁽¹⁾
2022	$	142	$	207	$	134	$	96	$	(33)	$	546
2021	255		173		137		69		(33)		601
2020	254		236		170		98		(41)		717


	For the Years Ended December 31,
(in millions, except for %)	2022		% of Revenue		2021		% of Revenue		Change		% Change
Net revenues	$	3,716	97	%	$	3,445	97	%	$	271	8	%
Related party net revenues	101		3	%	111		3	%	(10)		(9)	%
Total net revenues	3,817		100	%	3,556		100	%	261		7	%
Cost of sales	(3,041)		(80)	%	(2,745)		(77)	%	(296)		(11)	%
Gross profit	776		20	%	811		23	%	(35)		(4)	%
Selling, general and administrative expenses	(340)		(9)	%	(320)		(9)	%	(20)		(6)	%
Other expense, net	(22)		(1)	%	(13)		—	%	(9)		(69)	%
Income from operations	414		11	%	478		13	%	(64)		(13)	%
Interest expense, net	(76)		(2)	%	(48)		(1)	%	(28)		(58)	%
Income before income taxes	338		9	%	430		12	%	(92)		(21)	%
Income tax expense	(80)		(2)	%	(106)		(3)	%	26		25	%
Net income	$	258	7	%	$	324	9	%	$	(66)	(20)	%
Adjusted EBITDA ⁽¹⁾	$	546	14	%	$	601	17	%	$	(55)	(9)	%


	Price		Volume/Mix		Total
Reynolds Cooking & Baking	12	%	(14)	%	(2)	%
Hefty Waste & Storage	10	%	(3)	%	7	%
Hefty Tableware	19	%	4	%	23	%
Presto Products	11	%	(4)	%	7	%
Total RCP	13	%	(6)	%	7	%


(in millions)	Total		Less than one year		One to three years		Three to five years		Greater than five years
Long-term debt ⁽¹⁾	$	2,631	$	155	$	306	$	2,170	$	—
Operating lease liabilities	76		17		32		18		9
Finance lease liabilities	16		2		2		2		10
Unconditional capital expenditure obligations	50		50		—		—		—
Postretirement benefit plan obligations	34		2		5		6		21
Total contractual obligations	$	2,807	$	226	$	345	$	2,196	$	40


(in millions)	Pay fixed / receive variable notional		Average pay rate ⁽¹⁾
2023	—		—
2024	—		—
2025	150		2.2	%
2026	1,000		4.8	%
Total	$	1,150


			Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			42

Consolidated Statements of Income for the years ended December 31, 202 2 , 202 1 and 20 20			44

Consolidated Statements of Comprehensive Income for the years ended December 31, 202 2 , 202 1 and 20 20			45

Consolidated Balance Sheets as of December 31, 202 2 and 202 1			46

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 2 , 202 1 and 20 20			47

Consolidated Statements of Cash Flows for the years ended December 31, 202 2 , 202 1 and 20 20			48

Notes to the Consolidated Financial Statements			49


	2022		2021
Assets
Cash and cash equivalents	$	38	$	164
Accounts receivable, net	348		316
Other receivables	15		12
Related party receivables	7		10
Inventories	722		583
Other current assets	41		19
Total current assets	1,171		1,104
Property, plant and equipment, net	722		677
Operating lease right-of-use assets, net	65		55
Goodwill	1,879		1,879
Intangible assets, net	1,031		1,061
Other assets	61		36
Total assets	$	4,929	$	4,812
Liabilities
Accounts payable	$	252	$	261
Related party payables	46		38
Current portion of long-term debt	25		25
Current operating lease liabilities	14		11
Income taxes payable	14		1
Accrued and other current liabilities	145		148
Total current liabilities	496		484
Long-term debt	2,066		2,087
Long-term operating lease liabilities	53		46
Deferred income taxes	365		351
Long-term postretirement benefit obligation	34		50
Other liabilities	47		38
Total liabilities	$	3,061	$	3,056
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, $0.001 par value; 2,000 shares authorized; 210 shares issued and outstanding	—		—
Additional paid-in capital	1,385		1,381
Accumulated other comprehensive income	52		10
Retained earnings	431		365
Total stockholders' equity	1,868		1,756
Total liabilities and stockholders' equity	$	4,929	$	4,812


	As of December 31,
	2022		2021
	(in millions)
Raw materials	$	215	$	206
Work in progress	81		63
Finished goods	383		276
Spare parts	43		38
Inventories	$	722	$	583


	As of December 31,
	2022		2021
	(in millions)
Land and land improvements	$	44	$	43
Buildings and building improvements	203		183
Machinery and equipment	1,202		1,126
Construction in progress	94		77
Property, plant and equipment, at cost	1,543		1,429
Less: accumulated depreciation	(821)		(752)
Property, plant and equipment, net	$	722	$	677


	As of December 31, 2022						As of December 31, 2021
	Gross carrying amount		Accumulated amortization		Net		Gross carrying amount		Accumulated amortization		Net
	(in millions)
Finite-lived intangible assets
Customer relationships	$	580	$	(400)	$	180	$	580	$	(371)	$	209
Trade names	25		(24)		1		25		(23)		2
Total finite-lived intangible assets	605		(424)		181		605		(394)		211
Indefinite-lived intangible assets
Trade names	850		—		850		850		—		850
Total intangible assets	$	1,455	$	(424)	$	1,031	$	1,455	$	(394)	$	1,061


	Common Stock		Additional Paid-in Capital		Retained Earnings		Net Parent (Deficit)		Accumulated Other Comprehensive Income		Total Equity (Deficit)
Balance as of December 31, 2019	$	—	$	—	$	—	$	(823)	$	5	$	(818)
Net income	—		—		357		6		—		363
Other comprehensive loss, net of income taxes	—		—		—		—		(4)		(4)
Net transfers (to) from Parent	—		—		—		855		—		855
Reclassification of net parent (deficit) in RCP	—		38		—		(38)		—		—
Issuance of common stock, net of costs	—		1,339		—		—		—		1,339
Dividends ($0.59 per share declared and paid)	—		—		(124)		—		—		(124)
Other	—		4		—		—		—		4
Balance as of December 31, 2020	$	—	$	1,381	$	233	$	—	$	1	$	1,615
Net income	—		—		324		—		—		324
Other comprehensive income, net of income taxes	—		—		—		—		9		9
Dividends ($0.92 per share declared and paid)	—		—		(192)		—		—		(192)
Balance as of December 31, 2021	$	—	$	1,381	$	365	$	—	$	10	$	1,756
Net income	—		—		258		—		—		258
Other comprehensive income, net of income taxes	—		—		—		—		42		42
Dividends ($0.92 per share declared and paid)	—		—		(192)		—		—		(192)
Other	—		4		—		—		—		4
Balance as of December 31, 2022	$	—	$	1,385	$	431	$	—	$	52	$	1,868


Cash paid:
Interest - long-term debt	68	41	60
Interest - related party borrowings	—	—	23
Income taxes	64	91	76


	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Total
	(in millions)
Balance as of December 31, 2020	$	794	$	505	$	282	$	298	$	1,879
Movements	—		—		—		—		—
Balance as of December 31, 2021	794		505		282		298		1,879
Movements	—		—		—		—		—
Balance as of December 31, 2022	$	794	$	505	$	282	$	298	$	1,879


	As of December 31, 2022
	Operating Leases		Finance Leases		Total
	(in millions)
2023	$	17	$	2	$	19
2024	17		1		18
2025	15		1		16
2026	10		1		11
2027	8		1		9
Thereafter	9		10		19
Total undiscounted lease payments	76		16		92
Less: imputed interest	(9)		(4)		(13)
Present value of lease liabilities	$	67	$	12	$	79


(In millions)	Notional Amount		Annual Rate	Weighted Average Annual Effective Rate	Fair Value - Other Current Assets		Fair Value - Other Assets
As of December 31, 2022	$	1,150	2.19% to 5.19%	4.42%	$	25	$	23
As of December 31, 2021	$	800	1.93% to 2.22%	2.01%	$	1	$	4


	As of December 31, 2020		Changes		As of December 31, 2021		Changes		As of December 31, 2022
	(in millions)
Net actuarial gain (loss)	$	10	$	5	$	15	$	14	$	29
Deferred income tax (expense) benefit	(2)		(1)		(3)		(3)		(6)
Accumulated other comprehensive income	$	8	$	4	$	12	$	11	$	23


	Shares	Weighted-Average Grant-Date Fair Value Per Share
Unvested, at December 31, 2021	0.4	$	29.28
Granted	0.4	30.05
Forfeited	—	30.08
Vested	(0.1)	28.89
PSU performance adjustment	(0.3)	30.04
Unvested, at December 31, 2022	0.4	$	29.64


	Currency Translation Adjustments		Employee Benefit Plans		Interest Rate Derivatives		Accumulated Other Comprehensive Income
	(in millions)
Balance as of December 31, 2019	$	(6)	$	11	$	—	$	5
Loss arising during the period	—		(4)		(1)		(5)
Reclassification to earnings	—		(1)		—		(1)
Effect of deferred taxes	—		2		—		2
Balance as of December 31, 2020	$	(6)	$	8	$	(1)	$	1
Gain arising during the period	—		6		4		10
Reclassification to earnings	—		(1)		2		1
Effect of deferred taxes	—		(1)		(1)		(2)
Balance as of December 31, 2021	$	(6)	$	12	$	4	$	10
Gain (loss) arising during the period	(1)		16		48		63
Reclassification to earnings	—		(2)		(6)		(8)
Effect of deferred taxes	—		(3)		(10)		(13)
Balance as of December 31, 2022	$	(7)	$	23	$	36	$	52


	Reynolds Cooking & Baking		Hefty Waste & Storage		Hefty Tableware		Presto Products		Segment total		Unallocated(1)		Total
2022	(in millions)
Net revenues	$	1,287	$	934	$	1,000	$	597	$	3,818	$	(1)	$	3,817
Intersegment revenues	—		12		—		7		19		(19)		—
Total segment net revenues	1,287		946		1,000		604		3,837		(20)		3,817
Adjusted EBITDA	142		207		134		96		579
Depreciation and amortization	24		19		17		22		82		35		117
Capital expenditures	51		15		36		20		122		6		128
Total assets	646		314		226		274		1,460		3,469		4,929


(1)			Unallocated includes the elimination of intersegment revenues, other revenue adjustments and certain corporate costs, depreciation and amortization and assets not allocated to segments. Unallocated assets are comprised of cash, accounts receivable, other receivables, entity-wide property, plant and equipment, entity-wide operating lease ROU assets, goodwill, intangible assets, related party receivables and other assets.


Exhibit						Description

3.1						Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39205) filed with the SEC on February 4, 2020)
3.2						Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-39205) filed with the SEC on February 4, 2020)
4.1						Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2021)
4.2						Form of Indenture (incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-265136) filed with the SEC on May 23, 2022)
4.3						Form of Debt Security (included in Exhibit 4.2)
10.1†						Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.2†						Reynolds Consumer Products Inc. Equity Incentive Plan (incorporated herein by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 (File No. 333-236204) filed with the SEC on January 31, 2020)
10.3†						Reynolds Consumer Products Inc. Equity Incentive Plan, as amended and restated effective January 27, 2022 (incorporated herein by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.4†						Form of Restricted Stock Unit Award Letter (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.5†						Form of Restricted Stock Award Letter (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.6†						Form of Restricted Stock Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.7†						Form of Performance Share Unit Award Agreement under the Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.8†						Form of Performance Share Unit Award Letter (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.9†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Lance Mitchell (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.10†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Michael Graham (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.11†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Craig Cappel (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.12†						Employment Agreement, dated July 29, 2019, between Reynolds Consumer Products LLC and Rachel Bishop (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on January 28, 2020)
10.13†						Employment Agreement, dated July 8, 2019, between Reynolds Consumer Products LLC and Judith Buckner (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K filed with the SEC on February 9, 2022)
10.14*†						Employment Agreement, dated February 28, 2022, between Reynolds Consumer Products LLC and Lisa Smith
10.15*†						Amended and Restated Employment Agreement, dated May 31 , 2022, between Reynolds Consumer Products LLC and Michael Graham
10.16*†						Amended and Restated Employment Agreement, dated May 31 , 2022, between Reynolds Consumer Products LLC and Craig Cappel
10.17*†						Amended and Restated Employment Agreement, dated May 31 , 2022, between Reynolds Consumer Products LLC and Rachel Bishop
10.18*†						Amended and Restated Employment Agreement, dated May 31 , 2022 between Reynolds Consumer Products LLC and Judith Buckner


10.19						Master Supply Agreement, dated November 1, 2019, between Reynolds Consumer Products LLC, as Seller, and Pactiv LLC, as Buyer (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.20						Master Supply Agreement, dated November 1, 2019, between Pactiv LLC, as Seller, and Reynolds Consumer Products LLC, as Buyer (incorporated herein by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.21						Warehousing and Freight Services Agreement, dated November 1, 2019, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-234731) filed with the SEC on November 15, 2019)
10.22						Amended and Restated Lease Agreement, dated January 1, 2020, between Pactiv LLC and Reynolds Consumer Products LLC (incorporated herein by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 21, 2020)
10.23						Tax Matters Agreement, dated February 4, 2020 (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.24						Registration Rights Agreement, dated February 4, 2020, between Packaging Finance Limited and Reynolds Consumer Products Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.25						Stockholders Agreement dated February 4, 2020, between Packaging Finance Limited and Reynolds Consumer Products Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
10.26						Credit Agreement between Reynolds Consumer Products LLC, as borrower, Reynolds Consumer Products Inc., as parent, and certain lenders party thereto (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 4, 2020)
21.1*						List of subsidiaries
23.1*						Consent of PricewaterhouseCoopers LLP
24.1*						Power of Attorney (see signature page to this Annual Report on Form 10-K)
31.1*						Certification of Principal Executive Officer of the Company Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer of the Company Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification of Principal Executive Officer of the Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification of Principal Financial Officer of the Company Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


REYNOLDS CONSUMER PRODUCTS INC.
(Registrant)

By:			/s/ Lance Mitchell
			Lance Mitchell
			Chief Executive Officer
			February 8, 2023


						Jurisdiction of Organization
Legal name of subsidiary
Reynolds Consumer Products Canada Inc.						Ontario, Canada
Reynolds Consumer Products Holdings LLC						Delaware
Reynolds Consumer Products LLC						Delaware
Reynolds International Services LLC						Delaware
Reynolds Manufacturing, Inc.						Delaware
Reynolds Presto Products Inc.						Delaware
Trans Western Polymers, Inc.						California


Date: February 8, 2023	By:	/s/ Lance Mitchell
		Lance Mitchell
		President and Chief Executive Officer


Date: February 8, 2023	By:	/s/ Michael Graham
		Michael Graham
		Chief Financial Officer