The industry-and market-related estimates we rely upon are based on various assumptions and may prove to be inaccurate. Industry-and market-related estimates we rely upon, including, without limitation, estimates related to our market size and industry data, are subject to uncertainty and are based on assumptions which may not prove to be accurate. This may have negative consequences, such as us overestimating our potential market opportunity. We are exposed to risks related to our international operations and failure to manage these risks may adversely affect our operating results and financial condition. We are a global company with operations both inside and outside the United States. For example, we have foreign wholly owned subsidiaries, including NaviNet Limited and OpenNMS Group Canada, Inc. As a result, a portion of our operations are conducted by and/or rely on entities outside the United States. We may therefore be denied access to our customers or suppliers as a result of economic, legislative, political and military conditions in such countries. International operations are subject to several other inherent risks, and our future results could be adversely affected by several factors, including: • requirements or preferences for domestic products or solutions, which could reduce demand for our products; • differing existing or future regulatory and certification requirements; • management communication and integration problems resulting from cultural and geographic dispersion; • greater difficulty in collecting accounts receivable and longer collection periods; • difficulties in enforcing contracts; • difficulties and costs of staffing and managing non-U.S. operations; • the uncertainty of protection for intellectual property rights in some countries; • tariffs and trade barriers, export regulations and other regulatory and contractual limitations on our ability to sell our products; • greater risk of a failure of foreign employees to comply with both U.S. and foreign laws, including export and antitrust regulations, the U.S. Foreign Corrupt Practices Act of 1977, as amended ("FCPA") and any trade regulations ensuring fair trade practices; • heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements; • potentially adverse tax consequences, including multiple and possibly overlapping tax structures; • the impact of public health epidemics on our employees and suppliers as well as the global economy, including the COVID-19 pandemic; and • political and economic instability, political unrest and terrorism. In addition, the expansion of our existing international operations and entry into additional international markets has required, and will continue to require, significant management attention and financial resources. These factors and other factors could harm our ability to gain future revenues and, consequently, materially impact our business, financial condition and results of operations. The United Kingdom’s referendum to leave the European Union will continue to have uncertain effects and could adversely impact our business, results of operations and financial condition. As a result of a referendum in June 2016, the UK withdrew from the European Union (“EU”) on January 31, 2020 (“Brexit”). It began a transition period in which to negotiate a new trading relationship for goods and services that ended on December 31, 2020. During the time since the June 2016 referendum, there have been periods of significant volatility in the global stock markets and currency exchange rates, as well as challenging market conditions in the UK. On December 24, 2020, the UK and EU announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues. We are continuing to evaluate our own risks and uncertainty related to ascertain what financial, trade, regulatory and legal implications this new Brexit trade deal could have on our business operations. This uncertainty also includes the impact on our customers’ business operations and capital planning as well as the overall impact on the healthcare industry in the UK. While we have not experienced any direct material financial impact since the 2016 referendum, we cannot predict its future implications, and Brexit and its related effects could result in a negative impact on our operating results, financial condition and prospects. - 44 -
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