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Cautionary Note Regarding Forward-Looking Statements and Use
of Non-GAAP Financial Information
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 include EPS guidance and 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.
A fuller discussion of our operations, financial
condition and status of litigation matters, including factors that may
affect our business and future prospects, is contained in
documents we have filed with the United States Securities and Exchange Commission,
or SEC, including our Annual Report
on Form 10-K, and will be contained in all subsequent periodic filings
we make with the SEC. These documents identify in
detail important risk factors that could cause our actual performance to
differ materially from current expectations. 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”) products 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 supply chain disruptions will adversely impact our
business, 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) 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; 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; 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
macroeconomic 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; 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
We caution that these factors may not be exhaustive and that many of these factors are beyond our ability to control
or predict.
Accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of
actual
results.
We undertake no duty and have no obligation to update forward-looking statements except as required by law.