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MarketScreener Homepage  >  Equities  >  Nyse  >  Cactus, Inc.    WHD

CACTUS, INC.

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CACTUS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

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02/28/2020 | 05:43pm EDT
Except as otherwise indicated or required by the context, all references in this
Annual Report to the "Company," "Cactus," "we," "us" and "our" refer to (i)
Cactus LLC and its consolidated subsidiaries prior to the completion of our
initial public offering on February 12, 2018 and (ii)  Cactus Inc. and its
consolidated subsidiaries (including Cactus LLC) following the completion of our
initial public offering. The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with the
accompanying consolidated financial statements and related notes. The following
discussion contains "forward-looking statements" that reflect our plans,
estimates, beliefs and expected performance. Our actual results may differ
materially from those anticipated as discussed in these forward-looking
statements as a result of a variety of risks and uncertainties, including those
described in "Cautionary Statement Regarding Forward-Looking Statements" and
"Item 1A. Risk Factors" included elsewhere in this Annual Report, all of which
are difficult to predict. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed may not occur. We assume no
obligation to update any of these forward-looking statements except as otherwise
required by law.

This section includes comparisons of certain 2019 financial information to the
same information for 2018. Year-to-year comparisons of the 2018 financial
information to the same information for 2017 are contained in "Item
7. Management's Discussion and Analysis of Financial Condition and Result of
Operations" of our Annual Report on Form 10-K for the year ended December 31,
2018 filed with the Securities and Exchange Commission on March 15, 2019, which
comparative information and the information therein under the caption "Factors
Affecting the Comparability of our Financial Condition and Results of
Operations" are incorporated by reference herein.

Market Factors and Trends


See "Item 1. Business" for information on our products and business. Demand for
our products and services depends primarily upon the general level of activity
in the oil and gas industry, including the number of drilling rigs in operation,
the number of oil and gas wells being drilled, the depth and drilling conditions
of these wells, the number of well completions,  the level of well remediation
activity, the volume of production and the corresponding capital spending by oil
and natural gas companies. Oil and gas activity is in turn heavily influenced
by, among other factors, oil and gas prices locally and worldwide, which have
historically been volatile.

Oil supply markets tightened in 2017 and through the third quarter of 2018,
driving 2018 average West Texas Intermediate ("WTI") crude oil prices higher.
However, during the fourth quarter of 2018, crude oil prices declined following
concerns over slowing worldwide demand and the granting of waivers to several
purchasers of Iranian oil. In response, many of the larger publicly traded E&P
companies announced plans to reduce their capital budgets year-over-year for
2019. During 2019, the U.S. onshore rig count trended down as a significant
number of E&P operators reduced spending levels during the latter part of 2019.

The 2019 weekly average U.S. onshore rig count as reported by Baker Hughes was
918 rigs compared to 2018's average of 1,011 rigs. The 2019 average rig count
was a 9% decrease relative to 2018, while up from the 2017 weekly average of 853
rigs.  If the rig count remains at levels below the 2019 average, there may be
reduced demand for our products and services. Given the recent volatility in
crude oil prices and pressure on our customers from the investment community to
limit capital spending, it is generally expected that drilling activity will be
down year-over-year in 2020. As of February 21, 2020, the U.S. onshore rig count
was 768.

The key market factors impacting our product sales are the number of wells
drilled and placed on production, as each well requires an individual wellhead
assembly and, at some time after completion, the installation of an associated
production tree. We measure our product sales activity levels against our
competitors by the number of rigs that we are supporting on a monthly basis as
it is correlated to wells drilled. Each active drilling rig produces different
levels of revenue

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based on the customer's drilling plan, which includes factors such as the number
of wells drilled per pad, the time taken to drill each well, the number and size
of casing strings, the working pressure, material selection and the complexity
of the wellhead system chosen by the customer and the rate at which production
trees are eventually deployed. All of these factors may be influenced by the oil
and gas region in which our customer is operating. While these factors may lead
to differing revenues per rig, we are able to broadly forecast our product needs
and anticipated revenue levels based on general trends in a given region and
with a specific customer. Increases in horizontal wells drilled as a percentage
of total wells drilled, the shift towards pad drilling, and an increase in the
number of wells drilled per rig are all favorable trends that we believe enhance
the demand for our products relative to the active rig count.

Our rental revenues are primarily dependent on the number of wells completed
(i.e., hydraulically fractured), the number of wells on a well pad and the
number of fracture stages per well. Well completion activity generally follows
the level of drilling activity. In 2019, a reduction in the number of drilled
but uncompleted wells ("DUCs") has led to stronger completion activity relative
to drilling activity from U.S. E&P companies. Changes to the number of DUCs
could provide additional opportunities or headwinds for our rental business
relative to general drilling activity.

Service and other revenues are closely correlated to revenues from product sales
and rentals, as items sold or rented almost always have an associated service
component. Therefore, the market factors and trends of product sales and rental
revenues similarly impact the associated levels of service and other revenues
generated.

Our business experiences some seasonality during the fourth quarter due to
holidays and customers managing their budgets as the year closes out. This can
lead to lower activity in our three revenue categories as well as lower margins,
particularly in field services due to lower labor utilization.

Recent Developments


Our factory in Suzhou, China was closed for 10 days in January and February of
2020 as a result of travel restrictions and other measures taken by the Chinese
government in response to the outbreak of the coronavirus. Our Suzhou facility
reopened on February 10, 2020, however it is operating at a reduced capacity.
This is expected to be temporary. Given the dynamic nature of these
circumstances, the extent of the business disruption resulting from the
coronavirus outbreak and the financial impact thereof cannot be reasonably
estimated at this time. There are still too many variables and uncertainties
regarding the coronavirus outbreak to fully assess the potential impact on our
business, including the ultimate geographic spread of the virus, the duration
and severity of the outbreak and the extent of travel restrictions and business
closures imposed in China or other affected countries. We believe that our
existing inventory levels and other operations will be able to meet customer
commitments and demand for the near future, and we do not believe that the
coronavirus is likely to have a material adverse impact on our results of
operations for the first quarter of 2020. However, a prolonged shutdown or
reduction in capacity of our Chinese operations or other facilities in China
that are engaged in our supply chain would likely have a negative effect on our
results of operations, and that negative effect may be material. We do not
believe that the measures taken by the Chinese government in response to the
outbreak of the coronavirus will have a disproportionately adverse impact on us
relative to our competitors.



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Consolidated Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018


The following table presents summary consolidated operating results for the
periods indicated:




                                                          Year Ended
                                                        December 31,
                                                      2019         2018        $ Change     % Change
                                                               (in thousands)
Revenues
Product revenue                                     $ 357,087$ 290,496$   66,591        22.9 %
Rental revenue                                        141,816      133,418         8,398         6.3
Field service and other revenue                       129,511      120,221         9,290         7.7
Total revenues                                        628,414      544,135        84,279        15.5
Costs and expenses
Cost of product revenue                               220,615      174,675        45,940        26.3
Cost of rental revenue                                 69,829       55,015        14,814        26.9
Cost of field service and other revenue               103,163       96,215         6,948         7.2
Selling, general and administrative expenses           51,657       40,529        11,128        27.5
Total costs and expenses                              445,264      366,434        78,830        21.5
Income from operations                                183,150      177,701         5,449         3.1

Interest income (expense), net                            879      (3,595)         4,474          nm
Other income (expense), net                             4,294      (4,305)         8,599          nm
Income before income taxes                            188,323      169,801        18,522        10.9
Income tax expense                                     32,020       19,520        12,500        64.0
Net income                                          $ 156,303$ 150,281$    6,022         4.0
Less: Pre-IPO net income attributable to Cactus
LLC                                                         -       13,648      (13,648)     (100.0)
Less: net income attributable to non-controlling
interest                                               70,691       84,950      (14,259)      (16.8)
Net income attributable to Cactus Inc.              $  85,612$  51,683$   33,929        65.6 %
nm = not meaningful




Revenues

Product revenue for the year ended December 31, 2019 was $357.1 million, an
increase of $66.6 million, or 23%, from $290.5 million for the year ended
December 31, 2018. The increase was primarily attributable to increased sales of
wellhead and production related equipment due to our increased market share and
greater efficiencies from customers.

Rental revenue for the year ended December 31, 2019 was $141.8 million, an
increase of $8.4 million, or 6%, from $133.4 million for the year ended December
31, 2018. The increase was primarily attributable to increased investment in our
rental fleet, including new rental offerings, that enabled us to take advantage
of completion activity from customers.

Field service and other revenue for the year ended December 31, 2019 was $129.5
million, an increase of $9.3 million, or 8%, from $120.2 million for the year
ended December 31, 2018. The increase was primarily attributable to the higher
demand for these services following the increase in our product and rental
revenue, as field service is closely correlated with these activities.

Costs and expenses


Cost of product revenue for the year ended December 31, 2019 was $220.6 million,
an increase of $45.9 million, or 26%, from $174.7 million for the year ended
December 31, 2018. The increase was largely attributable to an increase in
product sales volume driven by higher demand for our products and tariff costs.

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  Table of Contents

Cost of rental revenue for the year ended December 31, 2019 was $69.8 million,
an increase of $14.8 million, or 27%, from $55.0 million for the year ended
December 31, 2018. The increase was largely attributable to higher depreciation
expense on a larger rental fleet and an increase in costs associated with the
deployment of assets into the field including increased repair costs associated
with a larger and more active rental fleet.

Cost of field service and other revenue for the year ended December 31, 2019 was
$103.2 million, an increase of $6.9 million, or 7%, from $96.2 million for the
year ended December 31, 2018. The increase was largely attributable to higher
payroll costs due to additional field personnel and higher volume driven
operating costs such as vehicle and equipment costs.

Selling, general and administrative expense for the year ended December 31, 2019
was $51.7 million, an increase of $11.1 million, or 27%, from $40.5 million for
the year ended December 31, 2018. The increase was largely attributable to
higher payroll and incentive compensation costs associated with our overall
growth as well as higher stock-based compensation expense related to equity
awards and professional fees and other costs associated with being a public
company including the loss of emerging growth company ("EGC") status.

Interest income (expense), net. Interest income, net for the year ended December
31, 2019 was $0.9 million, compared to interest expense, net of $3.6 million for
the year ended December 31, 2018. The change is primarily due to the repayment
of our previous term loan in mid-February 2018 in conjunction with our IPO in
addition to higher interest income due to a significant increase in the
Company's cash balance in 2019.

Other income (expense), net. Other income, net for the year ended December
31, 2019 of $4.3 million consists of $1.0 million in offering expenses
associated with the secondary offering of our Class A common stock in March 2019
by certain selling stockholders, offset by a $5.3 million non-cash gain on the
revaluation of the liability related to the TRA. This compares to a $4.3 million
loss on early extinguishment of debt for the year ended December 31, 2018,
recorded in conjunction with the repayment of our previous term loan with a
portion of the net proceeds from our IPO.

Income tax expense. Income tax expense for the year ended December 31, 2019 was $32.0 million (17.0% effective tax rate) compared to $19.5 million (11.5% effective tax rate) for 2018. The change was primarily attributable to an increase in Cactus Inc.'s ownership of Cactus LLC and a write down of our deferred tax asset due to a change in our forecasted state tax rate.

Liquidity and Capital Resources


At December 31, 2019 we had $202.6 million of cash and cash equivalents. Our
primary sources of liquidity and capital resources are cash on hand, cash flows
generated by operating activities and, if necessary, borrowings under our ABL
Credit Facility. Depending upon market conditions and other factors, we may also
have the ability to issue additional equity and debt if needed. We had no
borrowings outstanding under our ABL Credit Facility and had $75.0 million of
available borrowing capacity. We were in compliance with the covenants of the
ABL Credit Facility as of December 31, 2019.

Our ability to satisfy our liquidity requirements, including cash distributions
to CW Unit Holders to fund their respective income tax liabilities relating to
their share of the income of Cactus LLC and to fund liabilities related to the
TRA, that we entered into with TRA Holders, depends on our future operating
performance, which is affected by prevailing economic conditions, market
conditions in the E&P industry, availability and cost of raw materials, and
financial, business and other factors, many of which are beyond our control.

We currently estimate our net capital expenditures for the year ending December 31, 2020 will range from $30 million to $40 million, excluding acquisitions, mostly related to rental fleet investments. We continuously evaluate our capital expenditures, and the amount we ultimately spend will depend on a number of factors, including, among other things, demand for rental assets, available capacity in existing locations, prevailing economic conditions, market conditions in the E&P industry, customers' forecasts, volatility and company initiatives.


We believe that our existing cash on hand, cash generated from operations and
available borrowings under our ABL Credit Facility will be sufficient for at
least the next 12 months to meet working capital requirements, anticipated
capital expenditures, expected TRA liability payments, anticipated tax
liabilities and dividends to holders of our Class A common

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Table of Contents


stock. In addition, we believe we will be able to fund pro rata cash
distributions to holders of CW units (other than Cactus Inc.) resulting from the
requirement to make TRA liability payments, tax liabilities and dividends from
Cactus Inc.

Cash Flows

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

The following table summarizes our cash flows for the periods indicated:




                                               Year Ended December 31,
                                                 2019             2018
                                                    (in thousands)

Net cash provided by operating activities $ 209,632$ 167,180 Net cash used in investing activities

             (55,948)       (68,154)
Net cash used in financing activities             (21,669)       (35,004)




Net cash provided by operating activities was $209.6 million and $167.2 million
for the years ended December 31, 2019 and 2018, respectively. The primary
reasons for the change were a $6.0 million increase in net income, a $12.3
million increase in non-cash items and a $24.2 million decrease in net working
capital use, inclusive of a $9.3 million TRA payment.

Net cash used in investing activities was $55.9 million and $68.2 million for
the years ended December 31, 2019 and 2018, respectively. The decrease was
primarily due to lower capital expenditures associated with the investment in
our rental fleet during the year ended December 31, 2019, in addition to higher
proceeds from certain asset sales.

Net cash used in financing activities was $21.7 million and $35.0 million for
the years ended December 31, 2019 and 2018, respectively. Net cash used in
financing for the year ended December 31, 2019 includes $8.4 million in pro rata
distributions to Cactus LLC members, finance lease payments of $7.5 million,
dividend payments to holders of Class A common stock of $4.2 million and $1.5
million related to the repurchase of shares to satisfy tax withholding
obligations of restricted stock units that vested during the period. We did not
receive any of the proceeds from our March 2019 Secondary Offering. Net cash
used in financing activities for 2018 includes $31.8 million in Cactus LLC
member distributions, of which $26.0 million of these distributions were made
prior to the IPO, to provide funds to pay members' federal and state liabilities
associated with taxable income recognized by them as a result of their ownership
in Cactus LLC. Also during 2018, we received $828.2 million of net proceeds from
our IPO, the Option and the Follow-on Offering offset by (i) a $248.5 million
repayment of the borrowings outstanding under the term loan portion of our prior
credit agreement and (ii) $575.7 million in redemptions of CW Units from certain
direct and indirect owners of Cactus LLC in connection with our IPO, the Option
and the Follow-on Offering. We also made finance lease payments of $6.3 million
during 2018.

Tax Receivable Agreement

The TRA that Cactus Inc. entered into with the TRA Holders in connection with
our IPO generally provides for the payment by Cactus Inc. to the TRA Holders of
85% of the net cash savings, if any, in U.S. federal, state and local income tax
or franchise tax that Cactus Inc. actually realizes or is deemed to realize in
certain circumstances. Cactus Inc. will retain the benefit of the remaining 15%
of these net cash savings. To the extent Cactus LLC has available cash, we
intend to cause Cactus LLC to make pro rata distributions to its unitholders,
including us, in an amount at least sufficient to allow us to pay our taxes and
to make payments under the TRA.

Except in cases where we elect to terminate the TRA early, the TRA is terminated
early due to certain mergers, asset sales, or other forms of business
combinations or changes of control or we have available cash but fail to make
payments when due under circumstances where we do not have the right to elect to
defer the payment, we may generally elect to defer payments due under the TRA if
we do not have available cash to satisfy our payment obligations under the TRA.
Any such deferred payments under the TRA generally will accrue interest. In
certain cases, payments under the TRA may be accelerated and/or significantly
exceed the actual benefits, if any, we realize in respect of the tax attributes
subject to the TRA. In these situations, our obligations under the TRA could
have a substantial negative impact on our liquidity.

                                       31

Table of Contents


Assuming no material changes in the relevant tax law, we expect that if the TRA
were terminated as of December 31, 2019, the estimated termination payments,
based on the assumptions discussed in Note 9 of the Notes to the
Consolidated Financial Statements, would be approximately $331.3 million,
calculated using a discount rate equal to one-year LIBOR plus 150 basis points,
applied against an undiscounted liability of $434.7 million. A 10% increase in
the price of our Class A common stock at December 31, 2019 would have increased
the discounted liability by $17.2 million to $348.5 million (an undiscounted
increase of $23.2 million to $457.9 million), and likewise, a 10% decrease in
the price of our Class A common stock at December 31, 2019 would have decreased
the discounted liability by $17.3 million to $314.0 million (an undiscounted
decrease of $23.3 million to $411.4 million).

Dividend Policy


On October 29, 2019, our board of directors authorized the introduction of a
regular quarterly cash dividend of $0.09 per share of Class A common stock. We
currently intend to continue paying the quarterly dividend while retaining the
balance of future earnings, if any, to finance the growth of our business.
However, our future dividend policy is within the discretion of our board of
directors and will depend upon then-existing conditions, including our results
of operations, financial condition, capital requirements, investment
opportunities, statutory and contractual restrictions on our ability to pay
dividends and other factors our board of directors may deem relevant.

Contractual Obligations


A summary of our contractual obligations as of December 31, 2019 is provided in
the following table. We had no bank debt outstanding as of December 31, 2019.



                                              Payments Due by Period For the Year Ending December 31,
                                  2020        2021        2022        2023        2024       Thereafter       Total
                                                                   (in thousands)
Operating leases                $  7,691$  6,291$  3,967$  3,072$  2,453$      7,163$  30,637
Finance leases                     7,434       3,438         768           4           -               -       11,644
Liability related to TRA (1)      14,630      11,959      12,183      12,439      12,700         152,621      216,532
Total                           $ 29,755$ 21,688$ 16,918$ 15,515$ 15,153$    159,784$ 258,813

--------------------------------------------------------------------------------

 (1)  Represents obligations by Cactus Inc. to make payments under the TRA. The
      amounts and timing of payments are subject to change.



Critical Accounting Policies and Estimates


In preparing our financial statements in accordance with GAAP, we make numerous
estimates and assumptions that affect the accounting for and recognition and
disclosure of assets, liabilities, equity, revenues and expenses. We must make
these estimates and assumptions because certain information that we use is
dependent on future events, cannot be calculated with a high degree of precision
from available data or is not otherwise capable of being readily calculated
based on generally accepted methodologies. In some cases, these estimates are
particularly difficult to determine, and we must exercise significant judgment.
Actual results could differ materially from the estimates and assumptions that
we use in the preparation of our financial statements. We identify certain
accounting policies as critical based on, among other things, their impact on
the portrayal of our financial condition and results of operations and the
degree of difficulty, subjectivity and complexity in their deployment. Note 2 of
the Notes to the Consolidated Financial Statements includes a summary of the
significant accounting policies used in the preparation of the accompanying
consolidated financial statements. The following is a brief discussion of our
most critical accounting policies.

Inventories


Inventories are stated at the lower of cost or net realizable value. Cost is
determined using standard cost (which approximates average cost) and weighted
average methods. Costs include an application of related direct labor and
overhead cost. Net realizable value is the estimated selling price in the
ordinary course of business, less reasonably predictable costs of completion,
disposal and transportation. We evaluate the components of inventory on a
regular basis for excess and

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obsolescence. Reserves are made based on a range of factors, including age, usage and technological or market changes that may impact demand for those products. The amount of reserve recorded is subjective and is susceptible to change from period to period.


Long­Lived Assets

Key estimates related to long­lived assets include useful lives and
recoverability of carrying values. Such estimates could be modified, as
impairment could arise as a result of changes in supply and demand fundamentals,
technological developments, new competitors with cost advantages and the
cyclical nature of the oil and gas industry. We evaluate long­lived assets for
potential impairment indicators whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Long­lived
assets assessed for impairment are grouped at the lowest level for which
identifiable cash flows are available, and a provision made where the cash flow
is less than the carrying value of the asset. The estimation of future cash
flows and fair value is highly subjective and inherently imprecise. Estimates
can change materially from period to period based on many factors. Accordingly,
if conditions change in the future, we may record impairment losses, which could
be material to any particular reporting period.

Income Taxes


Deferred taxes are recorded using the liability method, whereby tax assets and
liabilities are determined based on the differences between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.

We assess the likelihood that our deferred tax assets will be recovered through
adjustments to future taxable income. To the extent we believe recovery is not
likely, we establish a valuation allowance to reduce the asset to a value we
believe will be recoverable based on our expectation of future taxable income.
In evaluating our ability to recover our deferred tax assets, we consider all
available positive and negative evidence, including scheduled reversals of
deferred tax liabilities, projected future taxable income, tax planning
strategies and results of recent operations. The assumptions about future
taxable income require significant judgment and are consistent with the plans
and estimates management is using to manage the underlying business. If the
projected future taxable income changes materially, we may be required to
reassess the amount of valuation allowance recorded against our deferred tax
assets.

Tax Receivable Agreement

The TRA generally provides for payment by Cactus Inc. to the TRA Holders of 85%
of the net cash savings, if any, in U.S. federal, state and local income tax or
franchise tax that Cactus Inc. actually realizes or is deemed to realize in
certain circumstances. Cactus Inc. will retain the benefit of the remaining 15%
of these net cash savings.

Redemptions of CW Units result in adjustments to the tax basis of the tangible
and intangible assets of Cactus LLC. These adjustments will be allocated to
Cactus Inc. Such adjustments to the tax basis of the tangible and intangible
assets of Cactus LLC would not have been available to Cactus Inc. absent its
acquisition or deemed acquisition of CW Units. In addition, the repayment of
borrowings outstanding under the Cactus LLC term loan facility resulted in
adjustments to the tax basis of the tangible and intangible assets of Cactus
LLC, a portion of which was allocated to Cactus Inc. These basis adjustments are
expected to increase (for tax purposes) Cactus Inc.'s depreciation and
amortization deductions and may also decrease Cactus Inc.'s gains (or increase
its losses) on future dispositions of certain assets to the extent tax basis is
allocated to those assets. Such increased deductions and losses and reduced
gains may reduce the amount of tax that Cactus Inc. would otherwise be required
to pay in the future.

Estimating the amount and timing of the tax benefit is by its nature imprecise
and the assumptions used in the estimates can change. The tax benefit is
dependent upon future events and assumptions, the amount of the redeeming unit
holders' tax basis in its CW Units at the time of the relevant redemption, the
depreciation and amortization periods that apply to the increase in tax basis,
the amount and timing of taxable income we generate in the future and the U.S.
federal, state and local income tax rate then applicable, and the portion of
Cactus Inc.'s payments under the TRA that constitute imputed interest or give
rise to depreciable or amortizable tax basis. The most critical estimate
included in calculating the TRA liability to record is the combined U.S. federal
income tax rate and an assumed combined state and local income tax rate, to

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determine the future benefit we will realize. A 100 basis point decrease/increase in the blended tax rate used would decrease/increase the TRA liability recorded at December 31, 2019 by approximately $12.0 million.

Recent Accounting Pronouncements

See Note 2 in the Notes to the Consolidated Financial Statements for discussion of recent accounting pronouncements.

Inflation


While inflationary cost increases can affect our income from operations' margin,
we believe that inflation generally has not had, and in the near future is not
expected to have, a  material adverse effect on our results of operations.
Although the impact of inflation has been insignificant in recent years, it is
still a factor in the United States economy and we tend to experience
inflationary pressure on wages and raw materials.

Off­Balance Sheet Arrangements

We do not have off­balance sheet arrangements.

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