NORTHWEST PIPE CO Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Quarterly Report on Form 10­Q for the
quarter ended September 30, 2021 (“2021 Q3 Form 10­Q”) contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that
are based on current expectations, estimates, and projections about our
business, management’s beliefs, and assumptions made by management. Words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “forecasts,” “should,” “could,” and variations of such words and
similar expressions are intended to identify such forward-looking statements.
These statements are not guarantees of future performance and involve risks and
uncertainties that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking statements as a result of a variety of important factors. While
it is impossible to identify all such factors, those that could cause actual
results to differ materially from those estimated by us include:

• changes in demand and market prices for our products;

• product mix;

• bidding activity and order cancelations;

• timing of customer orders and deliveries;

• production schedules;

• price and availability of raw materials;

• excess or shortage of production capacity;

• international trade policy and regulations;

• changes in tariffs and duties imposed on imports and exports and related

impacts on us;

• our ability to identify and complete internal initiatives and/or acquisitions

in order to grow our business;

• our ability to effectively integrate Park Environmental Equipment, LLC

(“ParkUSA”), Geneva Pipe and Precast Company (“Geneva”), and other

acquisitions into our business and operations and achieve significant

administrative and operational cost synergies and accretion to financial

results;

• impacts of recent U.S. tax reform legislation on our results of operations;

• adequacy of our insurance coverage;

• operating problems at our manufacturing operations including fires,
explosions, inclement weather, and natural disasters;

• impacts of pandemics, epidemics, or other public health emergencies, such as

coronavirus disease 2019 (“COVID­19”); and

• other risks discussed in our Annual Report on Form 10­K for the year ended

December 31, 2020 (“2020 Form 10­K”) and from time to time in our other

Securities and Exchange Commission (“SEC”) filings and reports.

Such forward-looking statements speak only as of the date on which they are
made, and we do not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this 2021 Q3
Form 10­Q. If we do update or correct one or more forward-looking statements,
investors and others should not conclude that we will make additional updates or
corrections with respect thereto or with respect to other forward-looking
statements.

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Overview

Northwest Pipe Company is a leading manufacturer for water related
infrastructure products. In addition to being the largest manufacturer of
engineered steel water pipeline systems in North America, we produce
high-quality precast and reinforced concrete products, Permalok® steel casing
pipe, bar-wrapped concrete cylinder pipe, as well as linings, coatings, joints,
and one of the largest offerings of fittings and specialized components. Our ten
manufacturing facilities are strategically positioned to meet growing water and
wastewater infrastructure needs. We provide solution-based products for a wide
range of markets including water transmission and infrastructure, water and
wastewater plant piping, structural stormwater and sewer systems, trenchless
technology, and pipeline rehabilitation. Our prominent position is based on a
widely-recognized reputation for quality, service, and manufacturing to meet
performance expectations in all categories including highly-corrosive
environments. We have manufacturing facilities located in Portland, Oregon;
Adelanto, California; Saginaw, Texas; Tracy, California; Parkersburg, West
Virginia; Salt Lake City, Utah; Orem, Utah; St. George, Utah; St. Louis,
Missouri; and San Luis Río Colorado, Mexico.

On January 31, 2020, we completed the acquisition of 100% of Geneva Pipe and
Precast Company (fka Geneva Pipe Company, Inc.) for a purchase price of
$49.4 million. Geneva is a concrete pipe and precast concrete products
manufacturer based in Utah. This acquisition expanded our water infrastructure
product capabilities by adding additional reinforced concrete pipe capacity and
a full line of precast concrete products including storm drains and manholes,
catch basins, vaults, and curb inlets as well as innovative lined products that
extend the life of concrete pipe and manholes for sewer applications. Operations
have continued with Geneva’s previous management and workforce at its three
manufacturing facilities.

On October 5, 2021, we completed the acquisition of 100% of Park Environmental
Equipment, LLC for a purchase price of approximately $87.4 million, net of cash
acquired, and subject to a post-closing adjustment based on changes in net
working capital. ParkUSA is a precast concrete and steel fabrication-based
company that develops and manufactures water, wastewater, and environmental
solutions. Operations have continued at ParkUSA’s three Texas manufacturing
facilities located in San Antonio, Houston, and Ferris. The financial
information included in this Management’s Discussion and Analysis of Financial
Condition and Results of Operations is that of Northwest Pipe Company prior to
the acquisition of ParkUSA because the acquisition was completed after the
period covered by the financial statements included in our 2021 Q3 Form 10­Q.
Accordingly, the historical information included in our 2021 Q3 Form 10­Q,
unless otherwise indicated, is that of Northwest Pipe Company prior to this
acquisition.

Our water infrastructure products are sold generally to installation
contractors, who include our products in their bids to federal, state, and
municipal agencies, privately-owned water companies, or developers for specific
projects. We believe our sales are substantially driven by spending on urban
growth and new water infrastructure with a recent trend towards spending on
water infrastructure replacement, repair, and upgrade. Within the total range of
products, our steel pipe tends to fit larger-diameter, higher-pressure pipeline
applications, while our precast concrete products mainly serve stormwater and
sanitary sewer systems.

Our Current Economic Environment

We operate our business with a long-term time horizon. Projects are often
planned for many years in advance, and are sometimes part of 50­year build-out
plans. Long-term demand for water infrastructure projects in the United States
appears strong. However, in the near term, we expect that strained governmental
and water agency budgets and financing along with increased manufacturing
capacity from competition could impact the business.

Fluctuating steel costs will also be a factor, as the ability to adjust our
selling prices as steel costs fluctuate depends on market conditions. Purchased
steel represents a substantial portion of our cost of sales of steel pipe
products, and changes in our selling prices often correlate directly to changes
in steel costs. Recently, steel markets have become extremely volatile, and the
cost of steel introduced into the manufacturing process increased 49% in the
first nine months of 2021 compared to the first nine months of 2020. Due to
production and delivery lead times for steel, these costs in the first nine
months of 2021 were not indicative of current market prices, and we expect
continued challenges procuring steel, including extended lead times to receive
the raw material in addition to higher costs.

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Impact of the COVID­19 Pandemic on Our Business

In March 2020, the World Health Organization declared COVID­19 a pandemic. We
have taken proactive and precautionary steps to ensure the safety of our
employees, customers, and suppliers, including frequent cleaning and
disinfection of workspaces, providing personal protective equipment, instituting
social distancing measures, and offering remote working environments for certain
employees. While the COVID­19 pandemic has not had a direct material adverse
effect on our reported results for the first nine months of 2021, we are unable
to predict the ultimate impact that the COVID­19 pandemic may have on our
business, future results of operations, financial position, or cash flows. The
extent to which our operations may be impacted by the COVID­19 pandemic will
depend largely on future developments, which are highly uncertain and cannot be
accurately predicted, including new information which may emerge concerning the
severity of the pandemic and actions by government authorities to contain the
pandemic or treat its impact. Beginning in the second quarter of 2021, there has
been a trend in many parts of the world of increasing availability and
administration of vaccines against COVID­19, as well as an easing of
restrictions on individual, business, and government activities. The easing of
restrictions and the existence of variant strains of COVID­19 may lead to a rise
in infections, which could result in the reinstatement of some of the
restrictions previously in place. Recently, the United States Department of
Labor’s Occupational Health and Safety Administration issued an emergency
temporary standard requiring employers with more than 100 employees to
establish, implement, and enforce a mandatory COVID­19 vaccination policy or
testing protocols, among other requirements, to minimize the risk of COVID­19
transmission in the workplace. Implementation of this standard could have an
adverse effect on our workforce, labor relations, and operations. The impacts on
global and domestic economic conditions, including the impacts of labor and raw
material shortages, the long-term potential to reduce or delay funding of
municipal projects, and the continued disruptions to and volatility in the
financial markets remain unknown. We continue to monitor the impact of the
COVID­19 pandemic on all aspects of our business.

Results of Operations

The following tables set forth, for the periods indicated, certain financial
information regarding costs and expenses expressed in dollars (in thousands) and
as a percentage of total Net sales.

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020
$ % of Net Sales $ % of Net Sales

Net sales $ 84,643 100.0 % $ 77,632 100.0 %
Cost of sales 72,280 85.4 62,013 79.9
Gross profit 12,363 14.6 15,619 20.1
Selling, general, and
administrative expense 5,562 6.6 5,656 7.3
Operating income 6,801 8.0 9,963 12.8
Other income 171 0.2 157 0.2
Interest income – – 16 –
Interest expense (112 ) (0.1 ) (238 ) (0.3 )
Income before income taxes 6,860 8.1 9,898 12.7
Income tax expense 1,914 2.3 2,631 3.3
Net income $ 4,946 5.8 % $ 7,267 9.4 %

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Nine Months Ended September 30, 2021

Nine Months Ended September 30, 2020

$ % of Net Sales $ % of Net Sales

Net sales $ 230,766 100.0 % $ 216,526 100.0 %
Cost of sales 200,090 86.7 178,370 82.4
Gross profit 30,676 13.3 38,156 17.6
Selling, general, and
administrative expense 17,729 7.7 19,185 8.8
Operating income 12,947 5.6 18,971 8.8
Other income 260 0.1 815 0.3
Interest income – – 49 –
Interest expense (687 ) (0.3 ) (719 ) (0.3 )
Income before income taxes 12,520 5.4 19,116 8.8
Income tax expense 3,268 1.4 5,287 2.4
Net income $ 9,252 4.0 % $ 13,829 6.4 %

We have one operating segment, Water Infrastructure, which produces high-quality
engineered steel water pipe, precast and reinforced concrete products, Permalok®
steel casing pipe, bar-wrapped concrete cylinder pipe, as well as linings,
coatings, joints, fittings, and specialized components. These products are
primarily used in water infrastructure including water transmission, water and
wastewater plant piping, structural stormwater and sewer systems, trenchless
technology, and pipeline rehabilitation. See Note 2 of the Notes to Condensed
Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of
this 2021 Q3 Form 10­Q for information on our acquisition of Geneva in January
2020.

Three and Nine Months Ended September 30, 2021 Compared to Three and Nine Months
Ended September 30, 2020

Net sales. Net sales increased 9.0% to $84.6 million for the third quarter of
2021 compared to $77.6 million for the third quarter of 2020 and increased 6.6%
to $230.8 million for the first nine months of 2021 compared to $216.5 million
for the first nine months of 2020. These increases were due to both higher
pricing and shipments of precast concrete products, which contributed
$2.6 million and $9.6 million to the increase in net sales during the third
quarter and first nine months of 2021, respectively, as well as increases in net
sales at our steel pipe facilities. The 7% increase in net sales at our steel
pipe facilities for the third quarter of 2021 compared to the third quarter of
2020 was attributable to a 17% increase in selling price per ton due to
increased materials costs and changes in product mix, partially offset by a 9%
decrease in tons produced resulting from changes in project timing. The 3%
increase in net sales at our steel pipe facilities for the first nine months of
2021 compared to the first nine months of 2020 was attributable to a 7% increase
in selling price per ton due to increased materials costs and changes in product
mix, partially offset by a 4% decrease in tons produced resulting from changes
in project timing. Bidding activity, backlog, and production levels may vary
significantly from period to period affecting sales volumes.

Gross profit. Gross profit decreased 20.8% to $12.4 million (14.6% of Net sales)
for the third quarter of 2021 compared to $15.6 million (20.1% of Net sales) for
the third quarter of 2020 and decreased 19.6% to $30.7 million (13.3% of Net
sales) for the first nine months of 2021 compared to $38.2 million (17.6% of Net
sales) for the first nine months of 2020. The decrease was primarily due to the
combination of changes in product mix and pressure on project pricing realized
at our steel pipe facilities, partially offset by increased gross profit on
higher precast concrete revenues. Gross profit in the first nine months of 2020
included $1.4 million of business interruption insurance recovery (net of
incremental production costs) resulting from the fire at our Saginaw facility in
April 2019, as well as $0.3 million in acquisition-related inventory charges.

Selling, general, and administrative expense. Selling, general, and
administrative expense decreased 1.7% to $5.6 million (6.6% of Net sales) for
the third quarter of 2021 compared to $5.7 million (7.3% of Net sales) for the
third quarter of 2020 and decreased 7.6% to $17.7 million (7.7% of Net sales)
for the first nine months of 2021 compared to $19.2 million (8.8% of Net sales)
for the first nine months of 2020. The decrease for the third quarter of 2021
compared to the third quarter of 2020 was due to $0.6 million in lower
compensation-related expense and $0.2 million in lower professional fees,
partially offset by $0.6 million in higher acquisition-related transaction costs
related to the ParkUSA acquisition which was completed in October 2021 and
$0.1 million in higher travel costs. The decrease for the first nine months of
2021 compared to the first nine months of 2020 was primarily due to $1.8 million
in lower acquisition-related transaction costs.

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Income taxes. Income tax expense was $1.9 million in the third quarter of 2021
(an effective income tax rate of 27.9%) compared to $2.6 million in the third
quarter of 2020 (an effective income tax rate of 26.6%) and was $3.3 million in
the first nine months of 2021 (an effective income tax rate of 26.1%) compared
to $5.3 million in the first nine months of 2020 (an effective income tax rate
of 27.7%). Our estimated effective income tax rates for the third quarter of
2021 and the first nine months of 2021 were primarily impacted by non-deductible
permanent differences. Our estimated effective income tax rates for the third
quarter of 2020 and the first nine months of 2020 were primarily impacted by
costs associated with the acquisition of Geneva that were non-deductible for tax
purposes. Our estimated effective income tax rate can change significantly
depending on the relationship of permanent income tax deductions and tax credits
to estimated pre-tax income or loss and the changes in valuation allowances.
Accordingly, the comparison of estimated effective income tax rates between
periods is not meaningful in all situations.

Liquidity and Capital Resources

Sources and Uses of Cash

Our principal sources of liquidity generally include operating cash flows and
our line of credit. From time to time our long-term capital needs may be met
through the issuance of long-term debt or additional equity. Our principal uses
of liquidity generally include capital expenditures, working capital,
acquisitions, and debt service. Information regarding our cash flows for the
nine months ended September 30, 2021 and 2020 are presented in our Condensed
Consolidated Statements of Cash Flows contained in Part I – Item 1. “Financial
Statements” of this 2021 Q3 Form 10­Q, and are further discussed below.

As we cannot predict the duration or scope of the COVID­19 pandemic and its
impact on our customers and suppliers, the potential negative financial impact
to our results cannot be reasonably estimated, but could be material. We are
actively managing the business to maintain cash flow and believe we have
liquidity to meet our anticipated funding requirements and other near-term
obligations.

As of September 30, 2021, our working capital (current assets minus current
liabilities) was $152.9 million compared to $146.1 million as of December 31,
2020. Cash and cash equivalents totaled $3.2 million and $37.9 million as of
September 30, 2021 and December 31, 2020, respectively. The decrease is
primarily attributable to the repayment of long-term debt and changes in working
capital in the first nine months of 2021.

Fluctuations in our working capital accounts result from timing differences
between production, shipment, invoicing, and collection, as well as changes in
levels of production and costs of materials. We typically have a relatively
large investment in working capital, as we generally pay for materials, labor,
and other production costs in the initial stages of a project, while payments
from our customers are generally received after finished product is delivered. A
portion of our revenues are recognized over time as the manufacturing process
progresses; therefore, cash receipts typically occur subsequent to when revenue
is recognized and the elapsed time between when revenue is recorded and when
cash is received can be significant. As such, our payment cycle is a
significantly shorter interval than our collection cycle, although the effect of
this difference in the cycles may vary by project, and from period to period.

As of September 30, 2021, we had $2.2 million of outstanding revolving loan
borrowings, $32.4 million of operating lease liabilities, and $2.3 million of
finance lease liabilities.

Net cash provided by (used in) operating activities in the first nine months of
2021 was $(13.6) million compared to $43.4 million in the first nine months of
2020. Net income, adjusted for non-cash items, generated $21.0 million of
operating cash flow in the first nine months of 2021 compared to $31.8 million
in the first nine months of 2020. The net change in working capital resulted in
an increase (decrease) to net cash provided by operations of $(34.6) million in
the first nine months of 2021 compared to $11.6 million in the first nine months
of 2020.

Net cash used in investing activities in the first nine months of 2021 was
$7.8 million compared to $57.2 million in the first nine months of 2020. Capital
expenditures were $8.1 million in the first nine months of 2021 compared to
$9.8 million in the first nine months of 2020, which was primarily for standard
capital replacement. We currently expect capital expenditures in 2021 to be
approximately $11 million to $12 million primarily for standard capital
replacement. Net cash used in investing activities in the first nine months of
2020 includes the acquisition of Geneva for $48.7 million, net of cash acquired,
and insurance proceeds of $1.4 million related to the fire at our Saginaw
facility.

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Net cash provided by (used in) financing activities in the first nine months of
2021 was $(13.3) million compared to $13.2 million in the first nine months of
2020. Net borrowings on line of credit were $2.2 million in the first nine
months of 2021 compared to $0 in the first nine months of 2020. Net borrowings
(repayments) on long-term debt were $(13.8) million in the first nine months of
2021 compared to $14.6 million in the first nine months of 2020, primarily
related to financing a portion of the acquisition of Geneva. Tax withholdings
related to net share settlements of restricted stock and performance share
awards were $(1.2) million in the first nine months of 2021 compared to
$(0.6) million in the first nine months of 2020.

We anticipate that our existing cash and cash equivalents, cash flows expected
to be generated by operations, and amounts available under the line of credit
will be adequate to fund our working capital, debt service, and capital
expenditure requirements for at least the next twelve months. To the extent
necessary, we may also satisfy capital requirements through additional bank
borrowings, senior notes, term notes, subordinated debt, and finance and
operating leases, if such resources are available on satisfactory terms. We have
from time to time evaluated and continue to evaluate opportunities for
acquisitions and expansion. Any such transactions, if consummated, may
necessitate additional bank borrowings or other sources of funding. As
previously discussed, we acquired ParkUSA in October 2021 which was funded
primarily by borrowings on the line of credit.

On November 3, 2020, our registration statement on Form S­3 (Registration
No. 333­249637) covering the potential future sale of up to $150 million of our
equity and/or debt securities or combinations thereof, was declared effective by
the SEC. This registration statement, which replaced the registration statement
on Form S­3 that expired on September 15, 2020, provides another potential
source of capital, in addition to other alternatives already in place. We cannot
be certain that funding will be available on favorable terms or available at
all. To the extent that we raise additional funds by issuing equity securities,
our shareholders may experience significant dilution. As of the date of this
2021 Q3 Form 10­Q, we have not yet sold any securities under this registration
statement, nor do we have an obligation to do so. Please refer to the factors
discussed in Part I – Item 1A. “Risk Factors” in our 2020 Form 10­K.

Credit Agreement

The Credit Agreement (the “Credit Agreement”) dated June 30, 2021 with Wells
Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and
the lenders from time to time party thereto, including the initial sole lender,
Wells Fargo (the “Lenders”), as amended by the Incremental Amendment dated
October 22,2021 (together, the “Amended Credit Agreement”), provides for a
revolving loan, swingline loan, and letters of credit in the aggregate amount of
up to $125 million. The Amended Credit Agreement will expire, and all
obligations outstanding will mature, on June 30, 2024. We may prepay outstanding
amounts in our discretion without penalty at any time, subject to applicable
notice requirements. As of September 30, 2021 under the Credit Agreement, we had
$2.2 million of outstanding revolving loan borrowings, $1.6 million of
outstanding letters of credit, and additional borrowing capacity of
approximately $96 million. Based on our business plan and forecasts of
operations, we expect to have sufficient credit availability to support our
operations for at least the next twelve months.

Revolving loans under the Amended Credit Agreement bear interest at rates
related to, at our option and subject to the provisions of the Amended Credit
Agreement including certain London Interbank Offered Rate (“LIBOR”) transition
provisions, either: (i) Base Rate (as defined in the Amended Credit Agreement)
plus the Applicable Margin; (ii) LIBOR plus the Applicable Margin; or (iii) the
daily one month LIBOR plus the Applicable Margin. The “Applicable Margin” is
1.75% to 2.25%, depending on our Senior Leverage Ratio (as defined in the
Amended Credit Agreement). Interest on outstanding revolving loans is payable
quarterly. Swingline loans under the Amended Credit Agreement bear interest at
the Base Rate plus the Applicable Margin. The Amended Credit Agreement requires
the payment of a commitment fee of between 0.30% and 0.40%, based on the amount
by which the Revolver Commitment exceeds the average daily balance of
outstanding borrowings (as defined in the Amended Credit Agreement). Such fee is
payable quarterly in arrears. We are also obligated to pay additional fees
customary for credit facilities of this size and type.

The letters of credit outstanding as of September 30, 2021 relate to workers’
compensation insurance. Based on the nature of these arrangements and our
historical experience, we do not expect to make any material payments under
these arrangements.

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The Credit Agreement contains customary representations and warranties, as well
as customary affirmative and negative covenants, events of default, and
indemnification provisions in favor of the Lenders. The negative covenants
include restrictions regarding the incurrence of liens and indebtedness, annual
capital expenditures, certain investments, acquisitions, and dispositions, and
other matters, all subject to certain exceptions. The Credit Agreement requires
us to regularly provide financial information to Wells Fargo and to maintain a
consolidated senior leverage ratio no greater than 2.50 to 1.00 (subject to
certain exceptions), a consolidated fixed charge coverage ratio no less than
1.25 to 1.00, and a minimum consolidated earnings before interest, taxes,
depreciation, and amortization (“EBITDA”) of at least $25 million for the four
consecutive fiscal quarters most recently ended. Pursuant to the Credit
Agreement, we have also agreed that we will not sell, assign, or otherwise
dispose or encumber, any of our owned real property. The occurrence of an event
of default could result in the acceleration of the obligations under the Credit
Agreement. We were in compliance with all financial covenants as of
September 30, 2021.

The Amended Credit Agreement provides for the inclusion of historic earnings
from ParkUSA, which we acquired on October 5, 2021, in the consolidated EBITDA
calculation, and revises our covenant by increasing the minimum consolidated
EBITDA that must be maintained to $31.5 million for the four consecutive fiscal
quarters most recently ended, starting with the fourth quarter of 2021. In
addition, the Amended Credit Agreement removes the covenant to maintain a
minimum consolidated fixed charge coverage ratio. Based on our business plan and
forecasts of operations, we believe we will remain in compliance with our
financial covenants for the next twelve months.

Our obligations under the Amended Credit Agreement are secured by a senior
security interest in substantially all of our and our subsidiaries’ assets.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements affecting our company,
including the dates of adoption and estimated effects on financial position,
results of operations, and cash flows, see Note 12 of the Notes to Condensed
Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of
this 2021 Q3 Form 10­Q.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations
are based upon our Condensed Consolidated Financial Statements included in
Part I – Item 1. “Financial Statements” of this 2021 Q3 Form 10­Q, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of our Condensed Consolidated
Financial Statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues, and expenses, and disclosure
of contingent assets and liabilities. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. On an ongoing basis, we evaluate all of our estimates,
including those related to revenue recognition, business combinations, goodwill,
inventories, property and equipment, including depreciation and valuation,
share-based compensation, income taxes, allowance for doubtful accounts, and
litigation and other contingencies. Actual results may differ from these
estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting estimates
during the nine months ended September 30, 2021 as compared to the critical
accounting estimates disclosed in our 2020 Form 10­K.

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