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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 the Company, its 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 the
Company (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)
ability of the Company 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 the Company 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 macro-economic and political conditions,
including 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.