2735
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),items), the rate and consistency with which dental and other practices
resume or
resume or maintain normal operations in the
UnitedUnited States and internationally, expectations regarding PPE products and COVID-19 related product sales and inventory
inventory levels, whether additional resurgences or variants of the virus will adversely impact
the
the resumption of
normalnormal operations, whether supply chain disruptions will adversely impact
our
our business, the impact of
integrationthe cybersecurityincident disclosed in the Company’s Current Report on Form 8-K filed on October 15, 2023 on our business and
results of operations, including the accuracy of our estimates of theimpact, the timing and extent of any recovery on insurance claims, the impact of integration and restructuring programs
as well as of any future acquisitions,
general economic
conditions including exchange
rates, inflation and
recession, 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,
and
COVID-19 vaccines and ancillarysupplies, and (ii) expectations regarding COVID-19
test sales, demand and
inventory
levels and (ii) potential for us to distribute the COVID-19 vaccines and ancillary supplies.levels.
Risk factors and uncertainties that could cause actual results to differ materially from
current
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; legal, regulatory, compliance,
cybersecurity, 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; adverse changes in supplier rebates
or other purchasing incentives; risks related to the sale of corporate brand
products;
products; 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, recession, fluctuations
in energy pricing and 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;
geopolitical wars;failure to comply with existing
and future
regulatoryregulatory 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
health care fraud or other laws and regulations;failure to comply with laws and regulations relating tothe collection, storage and processing of sensitive personal
information
information or standards in electronic health
records or
transmissions; changes in tax legislation; risks related to
product liability, intellectual property and other
claims;claims; litigation risks;
new or unanticipated litigation developments and the status
of litigation
matters; risks
associated associated with customs policies or legislative import restrictions; cyberattacks
or other privacy or data security
breaches; breaches (including the recent October 2023 incident); risks
associated with
our global operations; our dependence
on our senior management,
employee hiring and retention,
and our relationships
with customers, suppliers and
manufacturers;