Item 4. CONTROLS AND PROCEDURES
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Item 4. CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of management, including
our principal executive officer and
principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this quarterly report
as such term is defined in Rules 13a-15(e)
and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Based
on this evaluation, our management, including our principal executive
officer and principal financial officer,
concluded that our disclosure controls and procedures were effective as of June 29, 2024,
to ensure that all material
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is accumulated
and communicated to them as appropriate to allow timely decisions
regarding required disclosure and that all such
information is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules
and forms, and the rules of the Nasdaq stock exchange.
Changes in Internal Control over Financial Reporting
On April 1, 2024, we acquired a 60% voting equity interest in TriMed Inc (“TriMed”),
a global developer of
solutions for the orthopedic treatment of lower and upper extremities, headquartered
in Santa Clarita, California.
The full integration of TriMed will extend beyond year-end and, therefore, we anticipate excluding TriMed from
our annual assessment of internal control over financial reporting as of
December 28, 2024, as permitted by related
SEC staff interpretive guidance for newly acquired businesses.
The combination of acquisitions (including TriMed), continued acquisition integrations and systems
implementation activity undertaken during the quarter and carried over
from prior quarters when considered in the
aggregate, represents a material change in our internal control over financial reporting.
During the quarter ended June 29, 2024,
post-acquisition integration related activities continued for our medical
and
dental subsidiaries acquired during prior quarters.
These acquisitions, the majority of which utilize separate
information and financial accounting systems, have been included
in our condensed consolidated financial
statements since their respective dates of acquisition.
We completed the systems implementation activities related to the integration of one of our U.S. dental subsidiaries
into our existing corporate ERP system and the upgrade of an ERP
system for one of our dental subsidiaries in the
Netherlands.
Also, we initiated systems implementation activities
related to warehouse operations improvements
for our France dental subsidiary.
Finally, we continued systems implementation activities for two of our dental
subsidiaries in the U.S. and Brazil, respectively.
All continued acquisition integrations and systems implementation activity
involve necessary and appropriate
change-management controls that are considered in our quarterly assessment of
the design and operating
effectiveness of our internal control over financial reporting.
The deficiencies in internal control over financial reporting identified
as of December 30, 2023 at the application
control level related to logical and user access management and segregation
of duties have continued to be the
subject of ongoing remediation including implementation of specific
action plans and the testing / validation of
control operating effectiveness, which continue to be expected to be completed prior
to year-end.
Limitations of the Effectiveness of Internal Control
A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance
that the objectives of the internal control system are met.
Because of the inherent limitations of any internal control
system, no evaluation of controls can provide absolute assurance that
all control issues, if any, within a company
have been detected.
PART
II.
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
For a discussion of Legal Proceedings, see
of the Notes to the Condensed Consolidated
Financial Statements included under Item 1.
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