Cadre (CDRE) - 2022 Q3 - Quarterly Report

PART I FINANCIAL INFORMATION This section presents Cadre Holdings, Inc.'s unaudited consolidated financial statements and management's discussion for the periods ended September 30, 2022 Item 1. Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements of Cadre Holdings, Inc. for the periods ended September 30, 2022, and December 31, 2021, including balance sheets, statements of operations and comprehensive income (loss), cash flows, and shareholders' equity, along with detailed notes on significant accounting policies, acquisitions, revenue recognition, inventories, goodwill, debt, commitments, income taxes, compensation plans, assets held for sale, related party transactions, and segment data Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates | Metric | Sep 30, 2022 (in thousands) | Dec 31, 2021 (in thousands) | | :-------------------------- | :-------------------------- | :-------------------------- | | Cash and cash equivalents | $36,350 | $33,857 | | Total current assets | $187,813 | $159,981 | | Total assets | $375,179 | $311,796 | | Total current liabilities | $74,371 | $74,621 | | Total liabilities | $218,619 | $223,156 | | Total shareholders' equity | $156,560 | $88,640 | Consolidated Statements of Operations and Comprehensive Income (Loss) This section outlines the company's financial performance over specific periods, including net sales, gross profit, and net income | Metric (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net sales | $111,554 | $98,654 | $334,192 | $323,751 | | Gross profit | $43,740 | $39,308 | $127,150 | $131,495 | | Operating income | $10,318 | $11,542 | $3,993 | $42,399 | | Net income (loss) | $4,941 | $(5,306) | $(779) | $8,373 | | Basic Net income (loss) per share | $0.13 | $(0.19) | $(0.02) | $0.30 | | Diluted Net income (loss) per share | $0.13 | $(0.19) | $(0.02) | $0.30 | Consolidated Statements of Cash Flows This section details the cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash from operating activities | $29,501 | $30,989 | | Net cash used in investing activities | $(57,977) | $(2,225) | | Net cash from financing activities | $31,210 | $(16,359) | | Change in cash and cash equivalents | $2,493 | $12,402 | | Cash and cash equivalents, end of period | $36,350 | $15,275 | Consolidated Statements of Shareholders' Equity This section presents changes in the company's equity accounts, reflecting contributions, distributions, and comprehensive income | Metric (in thousands) | Dec 31, 2021 | Mar 31, 2022 | Jun 30, 2022 | Sep 30, 2022 | | :------------------------------ | :----------- | :----------- | :----------- | :----------- | | Total Shareholders' Equity | $88,640 | $95,945 | $146,298 | $156,560 | - Shareholders' equity significantly increased from $88.6 million at December 31, 2021, to $156.6 million at September 30, 2022, primarily due to net income, stock-based compensation, and proceeds from secondary offerings[30] Notes to Consolidated Financial Statements This section provides detailed explanations and additional information supporting the consolidated financial statements 1. SIGNIFICANT ACCOUNTING POLICIES This section outlines the company's business operations, significant accounting principles, and recent accounting pronouncement adoptions - Cadre Holdings, Inc. (D/B/A The Safariland Group) is a global leader in manufacturing and distributing safety and survivability products for law enforcement, first responders, and military markets, operating 16 manufacturing plants worldwide[38] - The Company completed a secondary offering on June 9, 2022, issuing 2,250,000 shares of common stock for net proceeds of $47.0 million, and an additional 300,000 shares on July 14, 2022, for net proceeds of $6.4 million[41] | Metric (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :------------------------------ | :----------- | :----------- | | Interest rate swap (asset) | $9,628 | $1,607 | | Interest rate swap (liability) | $0 | $389 | | Warranty Expense (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------------ | :----------------------------- | :----------------------------- | | Beginning accrued warranty expense | $1,256 | $1,133 | | Current period claims | $(398) | $(236) | | Provision for current period sales | $339 | $256 | | Ending accrued warranty expense | $1,197 | $1,153 | - The Company adopted ASU 2016-02 (Leases) on January 1, 2022, expecting to record ROU assets and lease liabilities of $12.3 million to $13.2 million, with no significant impact on statements of operations or cash flows[65] - The Company plans to adopt ASU 2016-13 (Credit Losses) on January 1, 2023, and is currently evaluating its impact[66] 2. ACQUISITIONS This section details the strategic acquisitions made by the company, including purchase prices and the allocation of intangible assets - On January 11, 2022, Safariland, LLC acquired Radar Leather Division S.r.l. for $19.4 million (net of cash acquired), adding high-quality holsters, belts, and duty gear to its Products segment[69][72] Radar Acquisition - Intangible Assets (in thousands): | Intangible Asset | Gross Amount | Average Useful Life (Years) | | :----------------- | :----------- | :-------------------------- | | Customer relationships | $9,300 | 15 | | Technology | $600 | 10 | | Trademarks | $300 | 7 | - On May 4, 2022, Safariland, LLC acquired Cyalume Technologies for $35.7 million (net of cash acquired), expanding its offerings with chemical illumination solutions and non-pyrophoric training ammunition[76] Cyalume Acquisition - Intangible Assets (in thousands): | Intangible Asset | Gross Amount | Average Useful Life (Years) | | :----------------- | :----------- | :-------------------------- | | Customer relationships | $3,900 | 15 | | Technology | $3,600 | 10 | | Trademarks | $800 | Indefinite | 3. REVENUE RECOGNITION This section presents the company's net sales by channel and geography, along with details on contract liabilities and remaining performance obligations Net Sales by Channel (in thousands): | Channel | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | U.S. state and local agencies | $64,359 | $55,559 | $188,724 | $177,221 | | Commercial | $11,211 | $7,669 | $33,572 | $29,263 | | U.S. federal agencies | $16,652 | $11,286 | $34,014 | $37,368 | | International | $18,264 | $22,613 | $74,789 | $74,647 | | Other | $1,068 | $1,527 | $3,093 | $5,252 | | Total Net Sales | $111,554 | $98,654 | $334,192 | $323,751 | Net Sales by Geography (in thousands): | Geography | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | United States | $93,290 | $76,041 | $259,403 | $249,104 | | International | $18,264 | $22,613 | $74,789 | $74,647 | | Total Net Sales | $111,554 | $98,654 | $334,192 | $323,751 | - Contract liabilities decreased from $10.9 million at December 31, 2021, to $6.2 million at September 30, 2022. Revenue recognized from these liabilities was $0.4 million for the three months and $7.6 million for the nine months ended September 30, 2022[81] - As of September 30, 2022, remaining performance obligations totaled $19.4 million, with approximately 58% expected to be recognized in the next twelve months[82][83] 4. INVENTORIES This section provides a breakdown of the company's inventory components, including finished goods, work-in-process, and raw materials Inventories (in thousands): | Category | Sep 30, 2022 | Dec 31, 2021 | | :----------------------- | :----------- | :----------- | | Finished goods | $29,992 | $28,707 | | Work-in-process | $8,941 | $4,053 | | Raw materials and supplies | $40,313 | $31,218 | | Total Inventories | $79,246 | $63,978 | 5. GOODWILL AND OTHER INTANGIBLE ASSETS This section details the company's goodwill and other intangible assets, including changes due to acquisitions and amortization expenses Goodwill by Segment (in thousands): | Segment | Dec 31, 2021 | Sep 30, 2022 | | :----------- | :----------- | :----------- | | Products | $63,646 | $74,580 | | Distribution | $2,616 | $2,616 | | Total | $66,262 | $77,196 | - Goodwill increased by $10.9 million from December 31, 2021, to September 30, 2022, primarily due to the Radar ($6.7 million) and Cyalume ($6.6 million) acquisitions, partially offset by foreign currency translation adjustments[85] Intangible Assets, Net (in thousands): | Category | Dec 31, 2021 | Sep 30, 2022 | | :------------------------ | :----------- | :----------- | | Definite-lived intangibles | $25,741 | $34,108 | | Indefinite-lived intangibles | $16,674 | $17,410 | | Total Intangible Assets, Net | $42,415 | $51,518 | - Amortization expense for definite-lived intangible assets was $2.3 million for the three months and $6.7 million for the nine months ended September 30, 2022[91] 6. DEBT This section summarizes the company's debt structure, including short-term and long-term obligations, credit facilities, and interest rate hedges Debt Summary (in thousands): | Category | Sep 30, 2022 | Dec 31, 2021 | | :------------------------ | :----------- | :----------- | | Short-term debt | $13,285 | $13,174 | | Long-term debt, net | $139,818 | $146,516 | | Total Debt, Net | $153,103 | $159,690 | - The Company refinanced its credit facilities on August 20, 2021, with a new credit agreement including a $200.0 million term loan and a $100.0 million revolving credit facility, both maturing on July 23, 2026[96][206] - As of September 30, 2022, there were no outstanding amounts under the Revolving Loan, with $97.7 million of availability[97][207] - The Company entered into an interest rate swap agreement in September 2021 to hedge $100.0 million of floating rate debt at a fixed rate of 0.875% until July 23, 2026[105] Estimated Amortization Expense for Definite-Lived Intangible Assets (in thousands): | Period | Amount | | :-------------- | :----- | | Remainder of 2022 | $1,910 | | 2023 | $7,735 | | 2024 | $4,853 | | 2025 | $2,934 | | 2026 | $2,543 | | Thereafter | $14,133 | | Total | $34,108 | 7. COMMITMENTS AND CONTINGENCIES This section outlines the company's legal and contractual obligations, including ongoing litigation, regulatory actions, and future lease payments - The Company settled an FTC administrative enforcement action in March 2020 regarding non-compete and non-solicitation provisions, agreeing not to reinstate similar provisions without FTC approval[112] - A False Claims Act investigation by the DOJ is ongoing since June 2020, concerning allegations of falsely labeled soft body armor vest accessory panels[113][115] - Safariland, LLC is appealing a $7.5 million jury verdict from September 2021 in a personal injury product liability case, believing any losses would be indemnified by its insurance carrier[116] Future Minimum Lease Payments (in thousands): | Period | Amount | | :-------------- | :----- | | Remainder of 2022 | $1,188 | | 2023 | $4,368 | | 2024 | $3,101 | | 2025 | $1,628 | | 2026 | $675 | | Thereafter | $142 | | Total | $11,102 | 8. INCOME TAXES This section presents the company's effective tax rates and discusses factors influencing tax provisions, such as state taxes and valuation allowances Effective Tax Rate: | Period | Effective Tax Rate | | :------------------------------ | :----------------- | | Three Months Ended Sep 30, 2022 | 28.4% | | Three Months Ended Sep 30, 2021 | 28.6% | | Nine Months Ended Sep 30, 2022 | 76.5% | | Nine Months Ended Sep 30, 2021 | 31.6% | - The effective tax rate for the nine months ended September 30, 2022, was significantly higher at 76.5% compared to 31.6% in the prior year, primarily due to state taxes and executive compensation, partially offset by R&D tax credits[126] - A valuation allowance of $1.9 million was recorded as of September 30, 2022, against deferred tax assets[125] 9. COMPENSATION PLANS This section details the company's long-term incentive and executive compensation plans, including stock-based awards and associated expenses - The Long-Term Incentive Plan (LTIP) awards vest in three equal annual installments based on performance metrics. Compensation expense for the LTIP was $0.4 million for the three months and $0.9 million for the nine months ended September 30, 2022[127] - The Executive Compensation Plan's performance condition was modified on March 9, 2022, and most vested and unvested units were reclassified from liability to equity, resulting in $22.1 million in compensation expense[131] - On March 9, 2022, the Company granted 85,108 restricted stock awards (RSAs) and 309,479 stock options under the Cadre Stock Incentive Plan, with RSAs vesting over three years at a fair value of $23.45 per share and options having a grant date fair value of $6.72 per option[132] 10. ASSETS AND LIABILITIES HELD FOR SALE This section reports assets and liabilities classified as held for sale, specifically related to the Daventry, UK facility - The Daventry, UK facility was designated as held for sale in October 2021, with associated assets of $0.2 million and liabilities of $0.1 million as of September 30, 2022. The sale is expected to be completed in 2022[133] 11. RELATED PARTY TRANSACTIONS This section discloses financial transactions and expenses incurred with related parties, including rent and acquisition services Related Party Expenses (in thousands): | Category | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Rent expense from employee leases | $112 | $142 | $346 | $437 | | Acquisition services (Kanders & Company) | N/A | N/A | $1,000 | N/A | | Secondary offering services (Kanders & Company) | N/A | N/A | $2,000 | N/A | 12. SEGMENT DATA This section provides a breakdown of net sales, cost of goods sold, and gross profit by the company's Products and Distribution segments Nine Months Ended September 30, 2022 (in thousands): | Metric | Products | Distribution | Reconciling Items | Total | | :----------- | :---------- | :----------- | :---------------- | :--------- | | Net sales | $277,941 | $73,836 | $(17,585) | $334,192 | | Cost of goods sold | $166,192 | $58,437 | $(17,587) | $207,042 | | Gross profit | $111,749 | $15,399 | $2 | $127,150 | Nine Months Ended September 30, 2021 (in thousands): | Metric | Products | Distribution | Reconciling Items | Total | | :----------- | :---------- | :----------- | :---------------- | :--------- | | Net sales | $274,039 | $69,086 | $(19,374) | $323,751 | | Cost of goods sold | $159,924 | $51,696 | $(19,364) | $192,256 | | Gross profit | $114,115 | $17,390 | $(10) | $131,495 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and operational results for the three and nine months ended September 30, 2022, compared to the prior year. It covers business overview, key performance metrics, detailed analysis of financial statement line items, non-GAAP measures, liquidity, capital resources, and critical accounting policies. The discussion highlights the impact of recent acquisitions, increased sales, and changes in expenses, as well as the ongoing effects of the COVID-19 pandemic on supply chains Our Business This section provides an overview of Cadre's core business, strategic acquisitions, and market position in safety and survivability equipment - Cadre is a global leader in manufacturing and distributing safety and survivability equipment for first responders, including body armor, explosive ordnance disposal equipment, and duty gear[144] - The Company acquired Radar Leather Division S.r.l. for $19.4 million in January 2022 and Cyalume Technologies for $35.7 million in May 2022, expanding its product offerings and market reach[146][147] Key Performance Metrics This section highlights key operational metrics, including the company's orders backlog and its drivers Orders Backlog (in thousands): | Metric | Sep 30, 2022 | Dec 31, 2021 | | :------------ | :----------- | :----------- | | Orders backlog | $125,200 | $113,840 | - Orders backlog increased by $11.4 million as of September 30, 2022, compared to December 31, 2021, driven by recent acquisitions ($11.4 million), higher demand for armor products ($9.1 million), and large government orders for less lethal products ($8.5 million)[162] Results of Operations This section summarizes the company's overall financial performance, including net sales, net income, and Adjusted EBITDA trends Financial Highlights (in thousands): | Metric (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net sales | $111,554 | $98,654 | $334,192 | $323,751 | | Net income (loss) | $4,941 | $(5,306) | $(779) | $8,373 | | Adjusted EBITDA | $20,741 | $15,423 | $53,346 | $56,120 | - Net sales increased by $12.9 million (13.1%) for the three months and $10.4 million (3.2%) for the nine months ended September 30, 2022, primarily due to recent acquisitions and higher armor demand[151][166] - Net income increased by $10.2 million for the three months ended September 30, 2022, driven by increased sales and lower debt extinguishment loss, but decreased by $9.2 million for the nine months due to unfavorable product mix and stock-based compensation[152] Comparison of Three Months Ended September 30, 2022 to Three Months Ended September 30, 2021 This section analyzes the financial performance of the company's segments for the three-month period, detailing changes in sales, gross profit, and expenses - Product segment net sales increased by 10.5% ($8.8 million) due to acquisitions and armor demand, while Distribution segment net sales increased by 20.9% ($4.5 million) due to agency demand for hard goods[170] - Product segment gross profit as a percentage of net sales increased by 110 basis points to 41.6%, driven by price and productivity initiatives. Distribution segment gross profit as a percentage of net sales decreased by 480 basis points to 19.8% due to unfavorable channel mix[171] - Selling, general and administrative expenses increased by 14.7% ($4.1 million), primarily due to $2.8 million in stock-based compensation[172] - Interest expense decreased by 54.8% ($1.9 million) due to a lower interest rate from debt refinancing and repayments[177] Comparison of Nine Months Ended September 30, 2022 to Nine Months Ended September 30, 2021 This section analyzes the financial performance of the company's segments for the nine-month period, detailing changes in sales, gross profit, and expenses - Product segment net sales increased by 1.4% ($3.9 million) due to acquisitions and armor demand, offset by reductions in large contractual armor orders and crowd control products[180] - Product segment gross profit as a percentage of net sales decreased by 140 basis points to 40.2%, mainly due to amortization of inventory step-up and unfavorable product mix[181] - Selling, general and administrative expenses increased by 35.9% ($31.3 million), primarily due to $29.4 million in stock-based compensation expense[182] - Interest expense decreased by 68.2% ($9.6 million) due to debt refinancing and repayments[187] - The income tax benefit was $2.5 million for the nine months ended September 30, 2022, compared to a provision of $3.9 million in the prior year, with an effective tax rate of 76.5% due to state taxes and executive compensation[189] Non-GAAP Measures This section presents and reconciles non-GAAP financial measures like EBITDA and Adjusted EBITDA, providing additional insights into operational performance EBITDA and Adjusted EBITDA (in thousands): | Metric (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $4,941 | $(5,306) | $(779) | $8,373 | | EBITDA | $12,406 | $(559) | $12,500 | $36,789 | | Adjusted EBITDA | $20,741 | $15,423 | $53,346 | $56,120 | | Adjusted EBITDA Conversion Rate | 97% | 95% | 94% | 96% | - Adjusted EBITDA increased by $5.3 million for the three months ended September 30, 2022, due to increased net sales, but decreased by $2.8 million for the nine months due to unfavorable product mix, partially offset by acquisitions[200] Liquidity and Capital Resources This section discusses the company's cash flow, debt structure, and available capital, assessing its ability to meet short-term and long-term obligations - The Company's primary liquidity sources are cash from operations, cash on hand, and available revolving loans. Management believes these sources are adequate for the next 12 months[203][204] Outstanding Debt (in thousands): | Metric | Sep 30, 2022 | Dec 31, 2021 | | :------------ | :----------- | :----------- | | Outstanding debt, net | $153,100 | $159,700 | - As of September 30, 2022, the Company had $97.7 million of availability under its $100.0 million revolving credit facility[207] Cash Flows Summary (in thousands): | Cash Flow Activity (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash from operating activities | $29,501 | $30,989 | | Net cash used in investing activities | $(57,977) | $(2,225) | | Net cash from financing activities | $31,210 | $(16,359) | | Change in cash and cash equivalents | $2,493 | $12,402 | - Net cash used in investing activities significantly increased to $58.0 million for the nine months ended September 30, 2022, primarily due to the Radar ($19.4 million) and Cyalume ($35.7 million) acquisitions[224] - Net cash provided by financing activities was $31.2 million for the nine months ended September 30, 2022, driven by $56.3 million from a secondary offering, partially offset by debt payments and dividends[225] Off-Balance Sheet Arrangements This section confirms the absence of off-balance sheet financing arrangements within the company's financial structure - The Company does not engage in off-balance sheet financing arrangements[230] Critical Accounting Policies and Significant Judgments and Estimates This section affirms the consistency of critical accounting policies with prior disclosures, highlighting areas requiring significant judgment - There have been no significant changes to the Company's critical accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021[232] Recently Adopted and Issued Accounting Pronouncements This section refers to the detailed information on new accounting standards and their adoption status provided in the financial statement notes - Information on recently issued and adopted accounting pronouncements is detailed in the notes to the consolidated financial statements[233] Emerging Growth Company This section outlines the company's status as an emerging growth company and its implications for accounting and reporting requirements - The Company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised accounting standards[234][235] - As of January 1, 2023, the Company will no longer be a 'smaller reporting company' and expects to be an 'accelerated filer,' leading to shorter filing deadlines and more expansive periodic reports[238] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company for this period, Cadre Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is exempt from providing quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company for this period[241] Item 4. Controls and Procedures Management, including the CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as of September 30, 2022, concluding they were effective. The Company is currently integrating the internal controls over financial reporting for its recent acquisitions, Radar and Cyalume - The Company's disclosure controls and procedures were deemed effective as of September 30, 2022, following an evaluation by the CEO and CFO[242] - The Company is in the process of integrating the internal controls over financial reporting for its recently acquired entities, Radar and Cyalume[243] PART II OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings This section refers to Note 7 of the Consolidated Financial Statements for details on legal proceedings, which include an FTC settlement, an ongoing DOJ investigation, and an appeal of a personal injury jury verdict - Legal proceedings information is incorporated by reference from Note 7 of the Consolidated Financial Statements[246] Item 1A. Risk Factors There have been no material changes to the Company's risk factors since its Annual Report on Form 10-K for the year ended December 31, 2021, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 - No material changes to risk factors have occurred since the previous annual and quarterly reports[247] Item 6. Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - Exhibits include certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[250] Signature Page The report is signed by Warren B. Kanders, Chief Executive Officer, and Blaine Brower, Chief Financial Officer, on November 10, 2022, certifying its submission to the Securities and Exchange Commission - The report was signed by Warren B. Kanders (CEO) and Blaine Brower (CFO) on November 10, 2022[253][254]