KIMBERLY-CLARK CORPORATION Introduction
This management's discussion and analysis ("MD&A") of financial condition and
results of operations is intended to provide investors with an understanding of
our recent performance, financial condition and prospects. Dollar amounts are
reported in millions, except per share dollar amounts, unless otherwise noted.
The following will be discussed and analyzed:
•Overview of Second Quarter 2021 Results
•Impact of COVID-19
•Results of Operations and Related Information
•Liquidity and Capital Resources
•Information Concerning Forward-Looking Statements
We describe our business outside North America in two groups - Developing and
Emerging Markets ("D&E") and Developed Markets. D&E markets comprise Eastern
Europe , the Middle East and Africa , Latin America and Asia-Pacific , excluding
Australia and South Korea . Developed Markets consist of Western and Central
Europe , Australia and South Korea . We have three reportable business segments:
Personal Care, Consumer Tissue and K-C Professional. These business segments are
described in greater detail in Note 8 to the unaudited interim consolidated
financial statements.
This section presents a discussion and analysis of our second quarter 2021 net
sales, operating profit and other information relevant to an understanding of
the results of operations. In addition, we provide commentary regarding organic
sales growth, which describes the impact of changes in volume, net selling
prices and product mix on net sales. Change in foreign currency exchange rates,
acquisitions and exited businesses also impact the year-over-year change in net
sales. Our analysis compares the three and six months ended June 30, 2021
results to the same periods in 2020.
Throughout this MD&A, we refer to financial measures that have not been
calculated in accordance with accounting principles generally accepted in the
U.S. , or GAAP, and are therefore referred to as non-GAAP financial measures.
These measures include adjusted gross and operating profit, adjusted net income,
adjusted earnings per share, adjusted other (income) and expense, net and
adjusted effective tax rate. We believe these measures provide our investors
with additional information about our underlying results and trends, as well as
insight into some of the financial measures used to evaluate management.
Non-GAAP financial measures are not meant to be considered in isolation or as a
substitute for the comparable GAAP measures, and they should be read only in
conjunction with our unaudited interim consolidated financial statements
prepared in accordance with GAAP. There are limitations to these non-GAAP
financial measures because they are not prepared in accordance with GAAP and may
not be comparable to similarly titled measures of other companies due to
potential differences in methods of calculation and items being excluded. We
compensate for these limitations by using these non-GAAP financial measures as a
supplement to the GAAP measures and by providing reconciliations of the non-GAAP
and comparable GAAP financial measures.
The non-GAAP financial measures exclude the following item for the relevant time
periods as indicated in the reconciliations included later in this MD&A:
•2018 Global Restructuring Program - In 2018, we initiated this restructuring
program to reduce our structural cost base by streamlining and simplifying our
manufacturing supply chain and overhead organization. See Item 1, Note 2 to the
unaudited interim consolidated financial statements for details.
Overview of Second Quarter 2021 Results
•Net sales of $4.7 billion increased 2 percent compared to the year-ago period,
including an organic sales decline of 3 percent.
•Operating profit was $613 in 2021 and $925 in 2020. Net Income Attributable to
Kimberly-Clark Corporation was $404 in 2021 compared to $681 in 2020, and
diluted earnings per share were $1.19 in 2021 compared to $1.99 in 2020. Results
in 2021 and 2020 include charges related to the 2018 Global Restructuring
Program.
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Impact of COVID-19
We continue to actively address the COVID-19 situation and its impact globally.
We believe that we will emerge from these events well positioned for long-term
growth, though we cannot reasonably estimate the duration and severity of this
global pandemic or its ultimate impact on the global economy and our business
and results.
We have experienced increased volatility in demand for some of our products as
consumers adapt to the evolving environment. Throughout 2020 demand increased in
our Consumer Tissue and Personal Care business segments across all major
geographies as consumers increased home inventory levels in response to
COVID-19. Elevated sales were particularly pronounced in our Consumer Tissue
business, with a second spike during the fourth quarter as COVID-19 cases surged
in advance of the winter season. The demand increase was followed by a period of
retail demand softness in the first six months of 2021 as consumers used
existing home inventories. Our K-C Professional business experienced volume
declines throughout 2020 and the first six months of 2021 reflecting the
reduction in away from home demand.
During 2020 and to a more limited extent the first six months of 2021, we
experienced temporary closures of certain facilities, though we did not
experience a material impact from a plant closure and our facilities were
largely exempt or partially exempt from government closure orders. At many of
our facilities, we have been experiencing increased employee absences, which may
continue in the current situation. We have also experienced incidents of supply
chain disruption and raw material shortages, particularly in markets where
COVID-19 case levels have spiked.
During 2020 and the first six months of 2021, we also experienced increased
volatility in foreign currency exchange rates and commodity prices (including
substantial commodity inflation in the first six months of 2021), as certain
countries experienced increased macro-economic volatility from the COVID-19
situation.
Results of Operations and Related Information
This section presents a discussion and analysis of our second quarter 2021 net
sales, operating profit and other information relevant to an understanding of
the results of operations.
Consolidated
Selected Financial Results Three Months Ended June 30 Six Months Ended June 30
Percent Percent
2021 2020 Change 2021 2020 Change
Net Sales:
North America $ 2,393 $ 2,623 -9 % $ 4,744 $ 5,224 -9 %
Outside North America 2,405 2,052 +17 % 4,875 4,536 +7 %
Intergeographic sales (76) (63) +21 % (154) (139) +11 %
Total Net Sales 4,722 4,612 +2 % 9,465 9,621 -2 %
Operating Profit:
North America 488 769 -37 % 997 1,428 -30 %
Outside North America 272 333 -18 % 639 747 -14 %
Corporate & Other(a) (134) (169) N.M. (236) (324) N.M.
Other (income) and expense, net(a) 13 8 +63 % 17 22 -23 %
Total Operating Profit 613 925 -34 % 1,383 1,829 -24 %
Share of net income of equity companies 28 35 -20 % 67 73 -8 %
Net Income Attributable to Kimberly-Clark
Corporation 404 681 -41 % 988 1,341 -26 %
Diluted Earnings per Share 1.19 1.99 -40 % 2.92 3.92 -26 %
(a) Corporate & Other and Other (income) and expense, net include income and
expense not associated with the business segments, including adjustments as
indicated in the Non-GAAP Reconciliations.
N.M. - Not Meaningful
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--------------------------------------------------------------------------------GAAP to Non-GAAP Reconciliations of Selected Financial Results
Three Months Ended June 30, 2021
2018 Global As
As Restructuring Adjusted
Reported Program Non-GAAP
Cost of products sold $ 3,242 $ 25 $ 3,217
Gross Profit 1,480 (25) 1,505
Marketing, research and general expenses 854 30 824
Other (income) and expense, net 13 8 5
Operating Profit 613 (63) 676
Nonoperating expense (55) (56) 1
Provision for income taxes (113) 25 (138)
Effective tax rate 22.8 % - 22.5 %
Net Income Attributable to Kimberly-Clark Corporation 404 (94) 498
Diluted Earnings per Share(a) 1.19 (0.28) 1.47
Three Months Ended
2018 Global As
As Restructuring Adjusted
Reported Program Non-GAAP
Cost of products sold $ 2,835 $ 60 $ 2,775
Gross Profit 1,777 (60) 1,837
Marketing, research and general expenses 844 27 817
Operating Profit 925 (87) 1,012
Provision for income taxes (199) 15 (214)
Effective tax rate 23.2 % - 22.7 %
Share of net income of equity companies 35 (1) 36
Net income attributable to noncontrolling interests (11) 1 (12)
Net Income Attributable to Kimberly-Clark Corporation 681 (72) 753
Diluted Earnings per Share(a) 1.99 (0.21) 2.20
Six Months Ended June 30, 2021
2018 Global As
As Restructuring Adjusted
Reported Program Non-GAAP
Cost of products sold $ 6,396 $ 50 $ 6,346
Gross profit 3,069 (50) 3,119
Marketing, research and general expenses 1,669 39 1,630
Other (income) and expense, net 17 8 9
Operating profit 1,383 (97) 1,480
Nonoperating expense (61) (56) (5)
Provision for income taxes (260) 32 (292)
Effective tax rate 21.7 % - 21.6 %
Net income attributable to noncontrolling interests (16) 1 (17)
Net income attributable to KimberlyClark Corporation 988 (120) 1,108
Diluted earnings per share(a) 2.92 (0.35) 3.27
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Six Months Ended
2018 Global As
As Restructuring Adjusted
Reported Program Non-GAAP
Cost of products sold $ 6,053 $ 130 $ 5,923
Gross profit 3,568 (130) 3,698
Marketing, research and general expenses 1,717 50 1,667
Operating profit 1,829 (180) 2,009
Provision for income taxes (396) 33 (429)
Effective tax rate 23.4 % - 22.9 %
Share of net income of equity companies 73 (1) 74
Net income attributable to noncontrolling interests (26) 2 (28)
Net income attributable to Kimberly-Clark Corporation 1,341 (146) 1,487
Diluted Earnings per Share(a) 3.92 (0.43) 4.34
(a) "As Adjusted Non-GAAP" may not equal "As Reported" plus "Adjustments" as a
result of rounding.
Analysis of Consolidated Results
Net Sales Percent Change Adjusted Operating Profit Percent Change
Three Months Six Months Three Months Six Months
Ended June 30 Ended June 30 Ended June 30 Ended June 30
Volume (4) (7) Volume (15) (18)
Net Price 1 1 Net Price 3 4
Mix/Other 1 1 Input Costs (34) (24)
Acquisition/Exited
Businesses(e) 2 2 Cost Savings(c) 14 13
Currency 3 2 Currency Translation 2 2
Total(a) 2 (2) Other(d) (3) (3)
Organic(b) (3) (5) Total (33) (26)
(a) Total may not equal the sum of volume, net price, mix/other,
acquisition/exited businesses and currency due to rounding.
(b) Combined impact of changes in volume, net price and mix/other.
(c) Combined benefits of the FORCE (Focused On Reducing Costs Everywhere)
program and 2018 Global Restructuring Program.
(d) Includes impact of changes in product mix, marketing, research and general
expenses, foreign currency transaction effects and other manufacturing costs.
(e) Combined impact of the acquisition of Softex Indonesia and exited businesses
in conjunction with the 2018 Global Restructuring Program.
Net sales in the second quarter of $4.7 billion increased 2 percent compared to
the year ago period. Changes in foreign currency exchange rates increased sales
by 3 percent and the net impact of the Softex Indonesia acquisition and exited
businesses in conjunction with the 2018 Global Restructuring Program increased
sales by 2 percent. Organic sales decreased 3 percent as volumes declined 4
percent while the combined impact of changes in net selling prices and product
mix increased sales by approximately 1 percent.
In North America , organic sales decreased 11 percent in consumer products and 4
percent in K-C Professional. Volumes in North America , particularly consumer
tissue, were negatively impacted by consumer and retailer destocking following
the stock up that occurred in prior periods related to the global outbreak of
COVID-19. Outside North America , organic sales were up 9 percent in D&E markets
and up 1 percent in developed markets.
Operating profit in the second quarter was $613 in 2021 and $925 in 2020.
Results in both periods include charges related to the 2018 Global Restructuring
Program. Second quarter adjusted operating profit was $676 in 2021 and $1,012 in
2020. Results were impacted by lower sales volumes and $345 of higher input
costs, driven by pulp, other materials and distribution costs. Other
manufacturing costs were higher, including inefficiencies from lower production
volumes. Results benefited from higher net selling prices, $115 of cost savings
from our FORCE program, $30 of cost savings from the 2018 Global Restructuring
Program and lower marketing, research and general expense.
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The second quarter effective tax rate was 22.8 percent in 2021 and 23.2 percent
in 2020. The second quarter adjusted effective tax rate was 22.5 percent in 2021
and 22.7 percent in 2020.
Kimberly-Clark's share of net income of equity companies in the second quarter
was $28 in 2021 and $35 in 2020.
Diluted net income per share for the second quarter was $1.19 in 2021 and $1.99
in 2020. Second quarter adjusted earnings per share were $1.47 in 2021, a
decrease of 33 percent compared to $2.20 in 2020.
Year-to-date net sales of $9.5 billion decreased 2 percent compared to the year
ago period. Organic sales decreased 5 percent, as volumes declined 7 percent and
changes in net selling prices and product mix each increased sales by 1 percent.
Changes in foreign currency exchange rates increased sales by approximately 2
percent and the net impact of the Softex Indonesia acquisition and business
exits in conjunction with the 2018 Global Restructuring Program increased sales
by 2 percent. Year-to-date operating profit was $1,383 in 2021 and $1,829 in
2020. Results in both periods include charges related to the 2018 Global
Restructuring Program. Year-to-date adjusted operating profit was $1,480 in 2021
and $2,009 in 2020. Results were impacted by lower sales volumes, higher input
costs and elevated other manufacturing costs. Results benefited from higher net
selling prices, $180 of FORCE savings and $70 of cost savings from the 2018
Global Restructuring Program. Through six months, diluted net income per share
was $2.92 in 2021 and $3.92 in 2020. Year-to-date adjusted earnings per share
were $3.27 in 2021 and $4.34 in 2020.
Results by Business Segments
Personal Care
Three Months Ended June
Three Months Ended June 30 Six Months Ended June 30 30 Six Months Ended June 30
2021 2020 2021 2020 2021 2020 2021 2020
Net Sales $ 2,517 $ 2,229 $ 4,979 $ 4,651 Operating Profit $ 454 $ 519 $ 935 $ 1,046
Net Sales Percent Change Percent Change Operating Profit Percent Change Percent Change
Volume 4 - Volume 1 (3)
Net Price - - Net Price (1) (1)
Mix/Other 2 2 Input Costs (28) (19)
Acquisition/Exited
Businesses(e) 4 4 Cost Savings(c) 10 10
Currency 3 1 Currency Translation 2 1
Total(a) 13 7 Other(d) 3 1
Organic(b) 6 2 Total (13) (11)
(a) Total may not equal the sum of volume, net price, mix/other,
acquisition/exited businesses and currency due to rounding.
(b) Combined impact of changes in volume, net price and mix/other.
(c) Combined benefits of the FORCE program and 2018 Global Restructuring
Program.
(d) Includes impact of changes in product mix, marketing, research and general
expenses, foreign currency transaction effects and other manufacturing costs.
(e) Combined impact of the acquisition of Softex Indonesia and exited businesses
in conjunction with the 2018 Global Restructuring Program.
Second quarter net sales in North America increased 2 percent. Changes in
product mix increased sales by 2 percent, driven by baby and child care, and
changes in foreign currency exchange rates increased sales by 1 percent. Exited
businesses related to the 2018 Global Restructuring Program reduced sales by 1
percent.
Net sales in D&E markets increased 24 percent. The Softex Indonesia acquisition
increased sales by 14 percent while changes in foreign currency exchange rates
increased sales by 2 percent. Volumes rose 6 percent and the combined impact of
changes in net selling prices and product mix increased sales by 2 percent.
Organic sales increased in Argentina , Brazil , China , India and throughout the
Middle East , Africa , Eastern Europe region but declined in ASEAN and most of the
rest of Latin America .
Net sales in developed markets outside North America increased 26 percent.
Changes in foreign currency exchange rates increased sales by 14 percent and
volumes rose 12 percent.
Operating profit of $454 decreased 13 percent. Results were impacted by input
cost inflation and higher other manufacturing cost increases while the
comparison benefited from organic sales growth and cost savings.
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Consumer Tissue
Three Months Ended June
Three Months Ended June 30 Six Months Ended June 30 30
Six Months Ended
2021 2020 2021 2020 2021 2020 2021 2020
Net Sales $ 1,424 $ 1,645 $ 2,934 $ 3,368 Operating Profit $ 196 $ 428 $ 465 $ 793
Net Sales Percent Change Percent Change Operating Profit Percent Change Percent Change
Volume (15) (15) Volume (30) (27)
Net Price - - Net Price (1) -
Mix/Other (1) (1) Input Costs (30) (22)
Currency 3 2 Cost Savings(c) 18 14
Total(a) (13) (13) Currency Translation 1 2
Organic(b) (17) (15) Other(d) (12) (8)
Total (54) (41)
(a) Total may not equal the sum of volume, net price, mix/other and currency due
to rounding.
(b) Combined impact of changes in volume, net price and mix/other.
(c) Combined benefits of the FORCE program and 2018 Global Restructuring
Program.
(d) Includes impact of changes in marketing, research and general expenses,
foreign currency transaction effects and other manufacturing costs.
Second quarter net sales in North America decreased 26 percent. Volumes fell 27
percent and changes in product mix decreased sales by 2 percent, while changes
in net selling prices increased sales by 2 percent.
Net sales in D&E markets increased 9 percent including a 3 percent favorable
impact from changes in foreign currency exchange rates. Volumes rose 3 percent
and changes in product mix increased sales by 1 percent, while changes in net
selling prices decreased sales by 2 percent. The Softex Indonesia acquisition
increased sales by 4 percent.
Net sales in developed markets outside North America increased 1 percent,
including a 10 percent benefit from changes in foreign currency exchange rates.
Changes in net selling prices decreased sales by 6 percent, compared to very low
promotion levels in the year-ago period, and volumes were down 1 percent. Exited
businesses related to the 2018 Global Restructuring Program reduced sales by 2
percent.
Operating profit of $196 decreased 54 percent. The comparison was impacted by
lower organic sales, higher input costs and other manufacturing cost increases,
including inefficiencies from lower production volumes. Results benefited from
cost savings, lower advertising spending and favorable currency effects.
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K-C Professional
Three Months Ended June Three Months Ended June
30 Six Months Ended June 30 30 Six Months Ended June 30
2021 2020 2021 2020 2021 2020 2021 2020
Net Sales $ 765 $ 724 $ 1,517 $ 1,572 Operating Profit $ 110 $ 155 $ 236 $ 336
Net Sales Percent Change Percent Change Operating Profit Percent Change Percent Change
Volume (4) (13) Volume (18) (31)
Net Price 5 6 Net Price 25 29
Mix/Other 1 1 Input Costs (45) (34)
Currency 3 2 Cost Savings(c) 11 11
Total(a) 6 (3) Currency Translation 3 2
Organic(b) 2 (6) Other(d) (5) (7)
Total (29) (30)
(a) Total may not equal the sum of volume, net price, mix/other and currency due
to rounding.
(b) Combined impact of changes in volume, net price and mix/other.
(c) Combined benefits of the FORCE program and 2018 Global Restructuring
Program.
(d) Includes impact of changes in product mix, marketing, research and general
expenses, foreign currency transaction effects and other manufacturing costs.
Second quarter net sales in North America decreased 3 percent. Volumes were down
11 percent, while changes in net selling prices increased sales by approximately
6 percent and changes in product mix increased sales by 2 percent. Sales were
down mid-teens in washroom products and wipers while sales increased
double-digits in safety and other products, mostly due to higher net selling
prices and favorable product mix.
Net sales in D&E markets increased 31 percent including a 3 percent benefit from
changes in foreign currency exchange rates. Volumes rose 24 percent, compared to
a soft year-ago period, while changes in net selling prices increased sales by 5
percent.
Net sales in developed markets outside North America increased 13 percent
including an 11 percent benefit from changes in foreign currency exchange rates.
Changes in net selling prices increased sales by 5 percent while volumes
decreased approximately 2 percent.
Operating profit of $110 decreased 29 percent. The comparison was impacted by
lower volumes and higher input costs. Results benefited from increased net
selling prices and cost savings.
2018 Global Restructuring Program
Second quarter 2021 pre-tax savings from the 2018 Global Restructuring Program
were $30 , bringing cumulative savings to $495 . See Item 1, Note 2 to the
unaudited interim consolidated financial statements for additional information.
To implement this program, we expect to incur incremental capital spending of
approximately $600 to $700 by the end of 2021.
Liquidity and Capital Resources
Cash Provided by Operations
Cash provided by operations was $886 for the first six months of 2021 compared
to $2,283 in the prior year. The decrease was driven by lower earnings, working
capital increase in accounts receivable and inventory, payments for accrued
expenses and timing of tax payments.
Investing
During the six months ended June 30, 2021 , our capital spending was $499
compared to $636 in the prior year. We anticipate that full year capital
spending will be $1.1 billion to $1.2 billion , which is down from our prior
estimate as of first quarter 2021 of $1.2 billion to $1.3 billion .
Financing
Our short-term debt, which consists of U.S. commercial paper with original
maturities up to 90 days and/or other similar short-term debt issued by non-U.S.
subsidiaries, was $1.2 billion as of June 30, 2021 (included in Debt payable
within one year on the consolidated balance sheet). The average month-end
balance of short-term debt for the second quarter of 2021 was $1.3 billion .
These short-term borrowings provide supplemental funding for supporting our
operations. The level of short-term debt
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generally fluctuates depending upon the amount of operating cash flows and the
timing of customer receipts and payments for items such as dividends and income
taxes.
At June 30, 2021 and December 31, 2020 , total debt was $9.1 billion and $8.4
billion , respectively.
We maintain a $2.0 billion revolving credit facility which expires in June 2026
and a $750 revolving credit facility which expires in June 2022 . These
facilities, currently unused, support our commercial paper program, and would
provide liquidity in the event our access to the commercial paper markets is
unavailable for any reason.
In July 2017 , the United Kingdom's Financial Conduct Authority , which regulates
the London Interbank Offered Rate (LIBOR), announced that it intends to phase
out LIBOR by the end of 2021. We are currently evaluating the potential effect
of the eventual replacement of the LIBOR, but we do not expect the effect to be
material.
We repurchase shares of Kimberly-Clark common stock from time to time pursuant
to publicly announced share repurchase programs. During the first six months of
2021, we repurchased 2.5 million shares of our common stock at a cost of $336
through a broker in the open market. We expect our full-year repurchases will be
$400 to $450 , which is down from our prior estimate as of first quarter 2021 of
$650 to $750 .
K-C Argentina began accounting for their operations as highly inflationary
effective July 1, 2018 , as required by GAAP. Under highly inflationary
accounting, K-C Argentina's functional currency became the U.S. dollar, and its
income statement and balance sheet have been measured in U.S. dollars using both
current and historical rates of exchange. The effect of changes in exchange
rates on peso-denominated monetary assets and liabilities has been reflected in
earnings in Other (income) and expense, net and was not material. As of June
30, 2021 , K-C Argentina had a small net peso monetary position. Net sales of K-C
Argentina were approximately 1 percent of our consolidated net sales for the
three and six months ended June 30, 2021 .
We believe that our ability to generate cash from operations and our capacity to
issue short-term and long-term debt are adequate to fund working capital,
payments for our 2018 Global Restructuring Program, capital spending, pension
contributions, dividends and other needs for the foreseeable future. Further, we
do not expect restrictions or taxes on repatriation of cash held outside of the
U.S. to have a material effect on our overall business, liquidity, financial
condition or results of operations for the foreseeable future.
Information Concerning Forward-Looking Statements
Certain matters contained in this report concerning the business outlook,
including raw material, energy and other input costs, the anticipated cost
savings from our FORCE program, costs and savings from the 2018 Global
Restructuring Program, cash flow and uses of cash, growth initiatives,
innovations, marketing and other spending, net sales, anticipated currency rates
and exchange risks, including the impact in Argentina , effective tax rate,
contingencies and anticipated transactions of Kimberly-Clark, including
dividends, share repurchases and pension contributions, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and are based upon management's expectations and
beliefs concerning future events impacting Kimberly-Clark. There can be no
assurance that these future events will occur as anticipated or that our results
will be as estimated. Forward-looking statements speak only as of the date they
were made, and we undertake no obligation to publicly update them.
The assumptions used as a basis for the forward-looking statements include many
estimates that, among other things, depend on the achievement of future cost
savings and projected volume increases. In addition, many factors outside our
control, including pandemics (including the ongoing COVID-19 outbreak and the
related responses of governments, consumers, customers, suppliers and
employees), epidemics, fluctuations in foreign currency exchange rates, the
prices and availability of our raw materials, supply chain disruptions due to
COVID-19, changes in customer preferences (including consumer tissue destocking
following a COVID-19 related stock up in 2020), severe weather conditions or
government trade or similar regulatory actions, potential competitive pressures
on selling prices for our products, energy costs, general economic and political
conditions globally and in the markets in which we do business, as well as our
ability to maintain key customer relationships and to realize the expected
benefits and synergies of the Softex Indonesia acquisition, could affect the
realization of these estimates.
For a description of certain factors that could cause our future results to
differ from those expressed in these forward-looking statements, see Item 1A of
our Annual Report on Form 10-K for the year ended December 31, 2020 entitled
"Risk Factors." Other factors not presently known to us or that we presently
consider immaterial could also affect our business operations and financial
results.
Item 4. Controls and Procedures
As of June 30, 2021 , an evaluation was performed under the supervision and with
the participation of management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure
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controls and procedures. Based on that evaluation, management, including the
Chief Executive Officer and Chief Financial Officer, concluded that our
disclosure controls and procedures were effective as of June 30, 2021 . There
were no changes in our internal control over financial reporting during the
quarter covered by this report that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
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