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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
In accordance with the “Safe Harbor” provisions of the Private Securities
Litigation Reform Act of 1995, we
provide the following cautionary remarks regarding important factors
that, among others, could cause future results
to differ materially from the forward-looking statements, expectations and assumptions
expressed or implied
herein.
All forward-looking statements made by us are subject to risks
and uncertainties and are not guarantees of
future performance.
These forward-looking statements involve known and unknown
risks, uncertainties and other
factors that may cause our actual results, performance and achievements
or industry results to be materially
different from any future results, performance or achievements expressed or implied by such
forward-looking
statements.
These statements are generally identified by the use of such
terms as “may,” “could,” “expect,”
“intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,”
“to be,” “to make” or other comparable
terms.
Factors that could cause or contribute to such differences include, but are not limited
to, those discussed in
the documents we file with the Securities and Exchange Commission (SEC),
including our Annual Report on Form
10-K. Forward looking statements include the overall impact of the Novel
Coronavirus Disease 2019 (COVID-19)
on us, our results of operations, liquidity and financial condition (including
any estimates of the impact on these
items), the rate and consistency with which dental and other practices
resume or maintain normal operations in the
United States and internationally, expectations regarding personal protective equipment (“PPE”) and COVID-19
related product sales and inventory levels, whether additional resurgences or variants
of the virus will adversely
impact the resumption of normal operations, whether vaccine mandates will
adversely impact us (by disrupting our
workforce and/or business), whether supply chain disruptions will adversely
impact our business, the impact of
restructuring programs as well as of any future acquisitions, and more generally
current expectations regarding
performance in current and future periods.
Forward looking statements also include the (i) our ability to have
continued access to a variety of COVID-19 test types, expectations regarding
COVID-19 test sales, demand and
inventory levels, as well as the efficacy or relative efficacy of the test results given that the test
efficacy has not
been, or will not have been, independently verified under normal FDA procedures
and (ii) potential for us to
distribute the COVID-19 vaccines and ancillary supplies.
Risk factors and uncertainties that could cause actual results to differ materially from current
and historical results
include, but are not limited to: risks associated with COVID-19
and any variants thereof, as well as other disease
outbreaks, epidemics, pandemics, or similar wide-spread public health concerns
and other natural disasters; our
dependence on third parties for the manufacture and supply of our products;
our ability to develop or acquire and
maintain and protect new products (particularly technology products) and
technologies that achieve market
acceptance with acceptable margins; transitional challenges associated with acquisitions,
dispositions and joint
ventures, including the failure to achieve anticipated synergies/benefits; financial
and tax risks associated with
acquisitions, dispositions and joint ventures; certain provisions in our governing
documents that may discourage
third-party acquisitions of us; effects of a highly competitive (including, without
limitation, competition from third-
party online commerce sites) and consolidating market; the repeal or judicial
prohibition on implementation of the
Affordable Care Act; changes in the health care industry; risks from expansion of
customer purchasing power and
multi-tiered costing structures; increases in shipping costs for our products
or other service issues with our third-
party shippers; general global and domestic macro-economic and political
conditions, including inflation, deflation,
fluctuations in the value of the U.S. dollar as compared to foreign currencies,
and changes to other economic
indicators, international trade agreements, potential trade barriers and
terrorism; failure to comply with existing and
future regulatory requirements; risks associated with the EU Medical
Device Regulation; failure to comply with
laws and regulations relating to health care fraud or other laws and regulations;
failure to comply with laws and
regulations relating to the collection, storage and processing of sensitive
personal information or standards in
electronic health records or transmissions; changes in tax legislation;
risks related to product liability, intellectual
property and other claims; litigation risks; new or unanticipated litigation
developments and the status of litigation
matters; risks associated with customs policies or legislative import restrictions;
cyberattacks or other privacy or
data security breaches; risks associated with our global operations;
our dependence on our senior management,
employee hiring and retention, and our relationships with customers,
suppliers and manufacturers; and disruptions
in financial markets.
The order in which these factors appear should not be construed
to indicate their relative
importance or priority.
