Risk management
Four key risks
Investment in Össur’s shares involves various risks where the business, financial conditions,
and results of operations going forward rest upon certain assumptions and could be negatively
affected if any of the factors described in this chapter occur. Össur has chosen to highlight
four key risks which are currently considered most relevant. Össur cannot ensure that its given
assumptions for the description of the risk is correct. Furthermore, additional risks and
uncertainties which are listed in the next section, or not presently known to Össur, or that
the Company currently deems immaterial, may adversely affect its business operations and
financial results, to an even greater extent, than the four risks identified here.
Description
Most of Össur’s products and services are reimbursed by third-party
payers, including both government healthcare programs and private health insurance
plans. All third-party payers continue to develop methods of controlling healthcare
costs, including review of claims, selective contracting, and competitive bidding.
Potential impact
These cost-control methods may limit or even eliminate the coverage and
the amount of payment for which third-party payers may be willing to pay on Össur‘s
products and services. As a result, sales may decline significantly, and customers may
reduce or eliminate purchases. Reviews of claims may lead to repayment of prior sales.
Mitigative actions
Össur only brings products to the market that have medical indication and
are clinically validated. Össur applies its reimbursement knowledge from the earliest
stages of product development to the post-sale education of customers. Össur also
pursues several strategies to manage the reimbursement of its products and services.
Description
Össur’s products are medical devices that are subject to extensive global
regulations by the respective authorities in countries where Össur conducts its
business. Such regulations can restrict virtually all aspects of a medical device’s
design and testing, manufacturing, safety, labeling, storage, recordkeeping, reporting,
clearance and approval, promotion, distribution, and services.
Potential impact
Failure to comply with the regulatory requirements of the applicable
authority may subject Össur to sanctions ranging from warning letters to penalties and
product withdrawal. Össur’s failure to comply with regulatory requirements or receive
regulatory clearance and approval for its products or operations would adversely affect
Össur’s sales and potential for future growth.
Mitigative actions
Össur maintains a robust global quality system that complies with
international medical device standards and is an intrinsic part of the Company‘s
internal processes. Furthermore, employees actively monitor the medical device
regulation landscape and stay on top of changes to international and local regulations
in the countries where Össur markets and sells medical devices.
Description
Össur operates in markets that are characterized by rapid technological
change, driven by extensive research that is carried out by market participants.
Technological innovation takes place at various stages in Össur’s value chain and may
include individual components, design, and functionalities of Össur products, and
patient care.
Potential impact
The development by any suppliers or competitors of substitute products or
components that better satisfy market demands could have a material adverse effect on
Össur’s business and results of operations. A failure to develop new products or
enhance existing products could also have a material adverse effect on Össur’s
operations and potential for future growth.
Mitigative actions
Significant reinvestment into R&D and constant strive to find new
technologies has resulted in a vast IP portfolio and enables a strong position to
compete with potential new entries. External connections and appeal to universities,
research institutes and investors provides the opportunity to stay informed and review
emerging innovation as part of acquisitions or research cooperation initiatives.
Description
Major shifts in Össur’s market place include the consolidation of
prosthetics manufacturers in recent years and the additional momentum that forward
integration is gaining in the industries where the Company operates. Given the nature
of acquisitions, it is uncertain to what degree Össur will be able to participate in
further consolidation and to what degree forward integration will affect Össur‘s
operations.
Potential impact
The consolidation has been a material contributor to the growth of Össur
in the past. If Össur were not to participate in further consolidation or forward
integration, it might limit Össur‘s potential for future growth. In addition, these
shifts may impact the competitive landscape of the industries and the associated market
shares. Changes in the industry may furthermore impact Össur’s customers.
Mitigative actions
Össur continuously reviews value enhancing acquisition and investment
opportunities in its business segments and keeps a good relationship with the relevant
stakeholders in the industry. Össur furthermore operates its own clinics in certain
regions and has partnership programs in place with patient care providers to offer
end-users quality services.
Össur is exposed to a range of other risks that have not been discussed in the previous
section. Below is a list of other risks that Össur considers relevant but they are not
listed in order of priority and the list is not exhaustive.
Assumptions regarding demographic trends are important factors in Össur’s
business
decisions. The Company expects, for example, that the population of elderly
will
continue to grow, that an increasing proportion of this population will
live an
active lifestyle and that the number of people with diabetes will increase
in the
future. No assurance can be made that these assumptions will prove to be
correct or
that these demographic trends will result in a demand for the Company’s
products
and services.
Headquartered in Reykjavík, Iceland, Össur has significant operations in
the U.S.
and Europe, as well as operations in Asia, Australia, Africa and
South-America.
Össur’s business and operations are therefore subject to various risks
inherent to
international operations. Such risks include, among others, recessionary
trends,
inflation, instability of financial markets, exposure to different legal
standards
and enforcement mechanisms, trade barriers, rules regarding the origins of
products, labor unrest, foreign exchange controls, human rights, corruption
and
political and social instability.
Össur is responsible for the safety and effectiveness of its products.
Össur
engages in internal quality control and product testing procedures to
mitigate the
risk and also carries insurance. However, the Company cannot guarantee that
it
won’t be found liable for a product liability claim in the future or that
the
insurance coverage is sufficient or will continue to be available on
commercially
reasonable terms.
Most of Össur’s products and services are reimbursed by third-party payers,
including both government healthcare programs and private health insurance
plans.
All third-party payers have developed and continue to develop increasingly
sophisticated or aggressive methods of controlling healthcare costs,
including
review of claims, selective contracting and competitive bidding. These
cost-control
methods also potentially limit, or even eliminate the coverage and the
amount of
payment for which third-party payers may be willing to pay for medical
products and
services. As such, the continuing efforts of both governmental and private
payers
of healthcare to contain or reduce costs could lead to patients being
unable to
obtain approval for payment from these third-party payers. If that were to
occur,
sales of Össur’s products and services may decline significantly and its
customers
may reduce or eliminate purchases. Reviews of claims may lead to repayment
of prior
sales. Future legislative or regulatory initiatives directed at reducing
costs
could be introduced. In addition, changing healthcare trends such as
increasing
premiums or deductibles for patients may have an adverse effect on Össur’s
business. The Company cannot predict the impact of future legislative or
regulatory
initiatives on its business.
Insurance coverage varies greatly between countries and considerable sales
and
profit in Össur’s O&P clinics are directly dependent on government
contracts
and tender business. Government contracts are subject to policy changes and
subsequent loss in sales and profit. Tender contracts for O&P clinical
services
are regularly renewed and can be lost to competitors with a direct negative
impact
on the business.
Össur’s products are medical devices that are subject to extensive global
regulations by the respective authorities in countries where Össur conducts
its
business. Such regulation can restrict virtually all aspects of a medical
device’s
design and testing, manufacture, safety, labeling, storage, recordkeeping,
reporting, clearance and approval, promotion, distribution and services.
Failure to
comply with the regulatory requirements of the applicable authority may
subject a
company to administrative or judicially imposed sanctions ranging from
warning
letters to criminal penalties or product withdrawal. Össur’s failure to
comply with
regulatory requirements or receive regulatory clearance and approval for
its
products or operations, including healthcare fraud and abuse laws and
regulations,
would adversely affect Össur’s sales and potential for future growth.
Assumptions regarding demographic trends are important factors in Össur’s
business
decisions. The Company expects, for example, that the population of elderly
will
continue to grow, that an increasing proportion of this population will
live an
active lifestyle and that the number of people with diabetes will increase
in the
future. No assurance can be made that these assumptions will prove to be
correct or
that these demographic trends will result in a demand for the Company’s
products
and services.
Össur has operations all around the world and the Company’s business and
operations
are therefore subject to various risks inherent to international
operations. Such
risks include, among others, recessionary trends, inflation, instability of
financial markets, exposure to different legal standards and enforcement
mechanisms, trade barriers, rules regarding the origins of products, labor
unrest,
foreign exchange controls, human rights, corruption, and political and
social
instability.
Össur is responsible for the safety and effectiveness of its products.
Össur
engages in internal quality control and product testing procedures to
mitigate the
risk and carries insurance. However, the Company cannot guarantee that it
won’t be
found liable for a product liability claim in the future or that the
insurance
coverage is sufficient or will continue to be available on commercially
reasonable
terms.
Insurance coverage varies greatly between countries and considerable sales
and
profit in Össur’s O&P clinics are directly dependent on government
contracts and
tender business. Government contracts are subject to policy changes and
subsequent
loss in sales and profit. Tender contracts for O&P clinical services are
regularly
renewed and can be lost to competitors with a direct negative impact on the
business.
Össur has an international shareholder base and is therefore exposed to
risk of
litigation from international investors.
Össur continuously works to attract and retain qualified and competent
employees to
maintain Össur’s innovative edge and financial success. Failing to attract
and
retain key employees, managers, and experts, or not developing them
adequately,
puts the Company at risk.
Össur is exposed to risk of litigation and regulatory sanctions for
employment
practices. The Company mitigates these risks by adhering to relevant
policies and
procedures, educating managers on best practices, monitoring changes to
employment
legislation and carrying insurance. However, the Company cannot guarantee
that it
will not be found liable in the future or that insurance coverage is
sufficient or
will continue to be available on commercially reasonable terms. Össur is
also
exposed to risk related to strikes.
A substantial proportion of Össur’s growth in recent years has been driven
by
acquisitions. No assurance can be given that Össur will be successful in
identifying appropriate acquisition targets in the key markets in which the
Company
operates or desires to operate. Acquisitions involve several risks,
including
diversion of management resources and management focus, integration risk,
unexpected or high integration costs, failure to retain key employees of
the
acquired business and failure to realize expected synergies. To mitigate
risk,
Össur conducts due diligence on the operations of acquisition targets and
seeks
protection through representations and warranties from the sellers.
As a global business Össur is exposed to various risk factors originating
in the
international financial markets, among which are liquidity risk, interest
rate
risk, foreign exchange risk, credit risk and counterparty risk on cash held
with
financial institutions. These risk factors are managed according to
internal rules
that are outlined in the Company’s treasury policy.
Össur’s functional and reporting currency is the U.S. dollar, hence
fluctuations in
local currencies can have an impact on the operations of the Company.
Fluctuation
in the exchange rates between the U.S. dollar, Euro, Icelandic krona, and
other
currencies where Össur operates can have a significant impact on the
financial
condition and results of Össur’s operations. In 2017 Össur entered into
forward
contract covering approximately half of the estimated ISK costs in 2017.
However,
even with the hedge, the profitability of Össur can be significantly
impacted.
Össur is committed to complying with tax rules and paying all legally
required
taxes. At the same time, the Company has a responsibility to the
shareholders to
legally minimize costs and maximize earnings. Össur’s tax strategy is to
strive for
optimizing taxes. The goal is to balance benefits against risks and costs
while at
the same time meeting reporting obligations, compliance obligations and
corporate
social responsibilities. Össur recognizes that some areas are not free from
doubt
and that differing legal interpretations may be possible, meaning that from
time to
time, tax authorities may not share or question Össur’s interpretation.
Also,
relevant laws and regulations may change, resulting in higher taxes or
requiring
the company to change the tax and legal structure.
Össur’s business is supported by several systems. The systems that are
classified
as mission critical are the ERP, warehouse, phone, and email systems, as
well as
infrastructure like servers, networks, databases, and storage systems.
Failure in
these systems can have a serious impact on the business, such as reduced or
lost
ability to receive orders, complete deliveries, or manufacture products. To
improve
business continuity, Össur consolidated its IT systems into two reliable
datacenters in EMEA and the U.S. that both serve as primary and disaster
recovery
sites where mission critical systems and data is replicated between
centers.
Data privacy laws and regulations, including the General Data Protection
Regulation
in Europe and the Health Insurance Portability and Accountability Act in
the U.S.
regulate the processing, transmission, maintenance, use and disclosure of
personally identifiable information, including protected health
information. There
are costs and administrative burdens associated with ongoing compliance
with these
data privacy laws and any failure to comply with current and applicable
future
requirements could lead to significant fines and severely damage Össur’s
reputation.
Össur’s main products are intended to improve the quality of life for
individuals
suffering the effects of injuries, amputations, or illnesses. No assurance
can be
given that Össur’s target market will not be materially diminished by
advances in
medical science or that Össur will be able to generate comparable sales
from
alternative market segments.
Össur relies on a combination of patents, trademarks, trade secrets and
non-disclosure and non-competition agreements to protect its intellectual
property,
and will continue to do so. While Össur intends to defend itself against
any
threats to its intellectual property, there can be no assurance that these
patents,
trademarks, trade secrets or other agreements will adequately protect
Össur.
Although Össur’s product design process has mechanisms in place to create,
to the
best possible extent, IPR freedom for the commercial exploitation of new
products,
the Company may be exposed to accusations of intellectual property rights
infringement.
Third-party agents and distributors sell a portion of Össur’s products. The
Company’s largest wholesale customer accounted for 5% of the Company’s net
sales at
yearend 2017. Other distributors accounted for less than 2% of net sales
for the
same period. These agents and distributors are not employees of Össur and
Össur may
be unable to influence their actions and performance.
Össur’s sales depend primarily on the prescriptions and recommendations of
its
products by healthcare professionals. The Company has developed and
maintained
close relationships with several orthopaedic and prosthetic (O&P) clinics
that
support and recommend the Company’s products. A failure to maintain the
support of
such orthopaedic professionals and O&P clinics, or a failure to develop
relationships with new healthcare professionals and O&P clinics, could
adversely
affect Össur’s business and results of operations.
Össur’s production and distribution facilities may be adversely affected by
man-made or natural disasters. Össur has worked on certain risk ranking
programs in
all its main manufacturing and distribution facilities, and successfully
reduced
the level of risk and increased awareness among employees. However, a
disruption of
Össur’s production facilities could adversely affect the Company’s
production
output, which, in turn, would impair the Company’s ability to fulfill
customer
orders. This could lead to a decline in sales and increased costs due to
necessary
shift in production within the Company and the possible need to outsource
some
production. The Company maintains insurance to cover such losses. No
assurance can
be given, however, that insurance payments would be sufficient to cover the
full
loss resulting from a disruption in Össur’s production or that Össur’s
insurance
would cover the event that causes the disruption.
Össur is dependent on suppliers that manufacture products for the Company.
Failure
to deliver products could adversely affect the financial results of the
Company. To
mitigate this risk Össur audits its critical suppliers on a regular basis
and
carries safety stock of all products. Össur’s products furthermore require
silicone, carbon fibers, metals, and other raw materials. Failure of supply
of
critical raw materials could adversely affect the financial results of the
Company.
To mitigate this risk Össur carefully selects suppliers of critical raw
materials
and carries safety stock of the raw materials.