ANNUAL
REPORT 2016
We see a better way.
Table of Contents
Directors and Other Information
1
Chairman’s Letter
7
CEO Report 9
Remuneration Report 13
Directors’ Report 22
Statement of Directors’ Responsibilities
24
Auditor’s Report 25
Financial Report 27
Notes 34
Additional ASX Info 60
Appendix: Risks (Unaudited) 63
Page 1
Directors and Other Information
1. Board of Directors
Oneview has an experienced and balanced Board with diverse skills drawn from industry leaders who bring in-depth
industry and business knowledge, financial management and corporate governance expertise.
The Board comprises an independent Chairman, three executive directors, one non-executive director and five
independent directors.
Directors
James Osborne (Chairman)
Mark McCloskey
James Fitter
John Kelly
Dr. Lyle Berkowitz
Christina Boyce
Mark Cullen
Patrick Masterson
Daniel Petre
Joseph Rooney
Michael Stanley
James William Vicars
Nationality
Irish
Irish
Australian
Irish
USA
Australian
Australian
Irish
Australian
Irish
Irish
Australian
(Appointed 9 September 2016)
(Appointed 19 April 2016)
(Resigned 7 February 2016)
(Appointed 7 February 2016)
(Resigned 7 February 2016)
James Osborne
Independent Chairman
James joined Oneview in 2013. James is currently ser ving as a director of Ryanair Holdings PLC, the Irish Heritage
Trust, James Hardie Industries PLC and a number of private companies. James Osborne was Managing Par tner of
one of Ireland’s leading legal firms, A&L Goodbody for 12 years. Since his retirement from the practice of law in 19 94,
James has ser ved on a number of boards of publicly quoted Irish companies including Bank of Ireland PLC, Golden
Vale PLC, Adare PLC, Carrolls Holdings PLC and Independent News and Media, where he was chairman. James is a
member of the Law Society of Ireland.
Mark McCloskey
President & Executive Director
Mark is the founder of Oneview and has over 20 years’ experience in senior roles within the communications and
technology sector within Ireland. Prior to founding Oneview, Mark worked for Esat Telecom as General Manager of
the Data and Carrier Ser vice Divisions until its sale to BT in Januar y 20 0 0. In 20 01, he then co -founded Easycash, the
first independent ATM operator and was responsible for expanding the Company’s ATM network across Ireland until
its sale to Royal Bank of Scotland in 20 04, when he accepted the position of Head of ATMs at Royal Bank of Scotland.
Af ter subsequently holding other Senior E xecutive positions with Royal Bank of Scotland, he lef t in 20 07 to set up
Oneview.
Page 2
James Fitter
CEO & Executive Director
James joined Oneview as CEO in 2013 following a six month period acting as an advisor. He has over 25 years’
experience in the global financial markets during which time he has lived and worked in Sydney, New York, London,
Monaco and Dubai. James worked at Deutsche Bank for 12 years, a career that culminated in his role as Global
Head of Emerging Market Equities in 20 01 and 20 02. In this role, he was involved in the bank ’s operations in Asia,
Latin America, Eastern Europe and South Africa between 19 97 and 20 02. Following his time at Deutsche Bank,
James joined Sovereign Asset Management, a large family of fice, where he was appointed Chief E xecutive Of ficer in
June 20 03. James subsequently founded and managed an independent asset management company in Dubai and
spent over ten years as a professional investor and an independent advisor prior to joining Oneview. James holds a
Bachelor of Commerce from the University of New South Wales, Sydney, Australia.
John Kelly
CFO & Executive Director
John joined Oneview in 2013 as Chief Financial Of ficer and has over 20 years’ experience in senior management
positions. Previously, John held senior international finance management roles with a number of public and private
companies, including Fy f fes PLC, Logica PLC and Alltracel PLC. John is a char tered accountant and trained and
qualified with Coopers & Lybrand (now P wC). He is a Fellow of Char tered Accountants Ireland (FCA) and has a
business degree from Trinity College Dublin (BSc Mgmt).
Dr. Lyle Berkowitz
Independent Director
Dr. Berkowit z is a director of innovation at Chicago -based Nor thwestern Memorial HealthCare. He also ser ves as
an associate professor of clinical medicine at Nor thwestern University’s Feinberg School of Medicine in Chicago.
He co -authored “Innovation with Information Technologies in Healthcare”, the first book exploring the intersection
between health IT and innovation. In addition, Dr. Berkowit z is the founder and chairman of healthfinch.com, a
sof tware company focused on clinical work flow. Lyle also ser ves on the governance board of the Innovation Learning
Network (ILN), the Editorial Board of Clinical Innovation and Technology, and the Advisor y Boards for the Association
of Medical Directors of Information Systems (AMDIS), and the Institute for Health Technology Transformation (IHT2).
Lyle is a biomedical engineer with Informatics training at the University of Illinois College of Medicine and Har vard
Medical School.
Christina Boyce
Independent Director
Christina (Christy) brings over 20 years management and consulting experience to Oneview Healthcare. She is
currently a director of Por t Jackson Par tners, a boutique strategy firm which focuses on strategic direction setting
in the context of industr y economics and competition and regulator y policy. She is also a non- executive Director of
ASX-listed companies Greencross Limited and Monash IVF. Christy previously held the role of senior executive at the
government business enterprise, NBN Co during its establishment where she led initial discussions with the ACCC
and acted as the company’s representative on the Federal Government’s Implementation Study. Prior to this, Christy
spent 14 years with McKinsey & Co, where she was elected Par tner at 32 years of age. During her time there Christy
co -led McKinsey’s Asia Pacific telecommunications and retail practices. Christy holds a Master of Management
(with distinction) from the Kellogg Graduate School of Management at Nor thwestern University and a Bachelor of
Economics from the University of Sydney.
Page 3
Mark Cullen
Independent Director
Mark joined Oneview in 2015. He has enjoyed a distinguished career at Deutsche Bank for over 25 years and is
currently the Global Head of Group Audit for Deutsche Bank AG. Mark has held a range of senior management
positions at Deutsche Bank including Global Head of Emerging Market Equities, Global Chief Operating Of ficer
Global Equities and Deutsche Asset Management, and most recently was responsible for the Chief Information
Security Of fice (CISO) and Corporate Security and Business Continuity (C SBC).
Daniel Petre
Independent Director
Daniel joined Oneview in 2015. He has been a leading par ticipant in Australia’s technology industr y for more
than 25 years and has held leadership positions in technology-based businesses including Microsof t Corporation
as Vice President of Workgroup Applications, Director of Advanced Technology. He has also been a successful
Venture Capitalist founding three Venture organisations over the last 18 years (ecorp, netus and AirTree Ventures).
Daniel hols a BSc with majors in Computer Science and Statistics from UNSW, an MBA from the University of
Sydney and an Hon DBus from UNSW.
Joseph Rooney
Independent Director
Joseph joined Oneview in 2016. He is also senior adviser to Precision Macro, a global macro research firm, based
in Greenwich, Connecticut. Until the end of 2012, Joseph was a par tner and global strategist at Autonomy Capital
Research LLP, a global macro hedge fund. Prior to this, he held a number of senior positions at Lehman Brothers
Inc, including Managing Director, Head of European Strategy and trustee of their UK pension fund.
James (Will) Vicars
Non-Executive Director
Will joined Oneview in 2013. He currently ser ves as Chief Investment Of ficer at Caledonia and sits on the boards
of Caledonia (Private) Investments P ty Limited, DFO Investments P ty Limited and The Caledonia Foundation.
Prior to joining Caledonia in 19 98, Will worked as a Senior Por tfolio Manager at NRMA Investments and a Por tfolio
Manager at Bankers Trust in Sydney. Will’s other board positions include vice - chairman and non- executive director
of the St Luke’s Hospital Foundation, non- executive director of Oroton Group and non- executive director of Grays
eCommerce Group. Will graduated with a Bachelor of Ar ts, majoring in Economics, from the University of Sydney
in 1986.
Page 4
2. Meetings of directors
The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the year
ended 31 December 2016, and the number of meetings attended by each director were:
James Osborne – Chairman
Mark McCloskey
James Fitter
John Kelly
Lyle Berkowitz
Christina Boyce
Mark Cullen
Patrick Masterson
Daniel Petre
Joseph Rooney
Michael Stanley
James William Vicars
Full Board
Audit and Risk
Remuneration &
Nomination
Eligible to
attend
Attended
Eligible
to attend
Attended
Eligible to
attend
Attended
9
9
9
9
1
5
9
1
9
8
1
9
9
9
9
9
1
5
8
1
8
8
-
8
-
-
-
-
-
1
1
-
-
2
-
-
-
-
-
-
-
1
1
-
-
2
-
-
3
-
-
-
-
-
3
-
-
-
-
3
3
-
-
-
-
-
3
-
-
-
-
3
3. Deeds of access, indemnity and
insurance for directors
4. Corporate governance
statement
The Company has prepared a statement which sets
out the corporate governance practices that were in
operation throughout the financial year for the Company,
identifies any recommendations that have not been
followed and provides reasons, if any, for not following
such recommendations.
review on
In accordance with ASX listing 4.10.3 and 4.7.4, the
Corporate Governance Statement will be available
(www.
for
oneviewhealthcareinvestors.com/), and will be lodged
together with an Appendix 4G at the same time that this
report is lodged with ASX.
the Company’s website
into agreements
The Company has entered
to
indemnify all Directors of the Company that are named
above and former directors of the Company and its
controlled entities against all liabilities which arise out of
the performance of their normal duties as directors or
executive officers, unless the liability relates to conduct
involving lack of good faith. The Company has agreed to
indemnify the directors and executive officers against all
costs and expenses incurred in defending an action that
falls within the scope of the indemnity along with any
resulting payments, subject to policy limits.
The directors’ and officers’ liability insurance provides
cover against costs and expenses, subject to terms
and conditions of the policy, involved in defending
legal actions and any resulting payments arising from a
liability to persons (other than the Company or related
entity) incurred in their position as a director or executive
officer unless the conduct involves a wilful breach of
duty or an improper use of inside information or position
to gain advantage.
5. Corporate directory
Registered office & business address
Block 1
Blackrock Business Park
Carysfort Avenue
Blackrock
Co. Dublin
Ireland
Solicitors
A&L Goodbody
25-28 North Wall Quay
Dublin 1
Ireland
Clayton Utz
Level 15
1 Bligh Street
Sydney
NSW 2000
Australia
Page 5
Independent Auditor
KPMG
Chartered Accountants
1 Stokes Place
St. Stephen’s Green
Dublin 2
Ireland
Bankers
HSBC Bank Ltd
Guildford and Weybridge Commercial Centre
Edgeborough Road
Guildford
Surrey GU12BJ
United Kingdom
Registrations
Company No: 513842
ABRN: 610 611 768
Registry
Computershare Investor Services Pty Ltd
ASX Code
ASX: ONE
Level 4
60 Carrington Street
Sydney
NSW 2001
Australia
Company Secretary
Patrick Masterson
Company Website
oneviewhealthcare.com
Page 6
Page 7
Chairman’s
Letter
Dear Shareholders,
On behalf of your Board of Directors, it is my
pleasure to present to our shareholders our
inaugural Oneview Healthcare Annual Report for
the financial year ended 31 December 2016.
leading
is enabling healthcare
Oneview’s objective
to make use of consumer
organisations
efficiencies,
cost
to drive
technologies
in clinical outcomes and
improvements
enhanced patient satisfaction,
to
overall excellence in healthcare economics and
quality of care through the use of the Oneview
Solution – an innovative, feature-rich patient
engagement solutions platform for hospitals and
other healthcare providers. Today, the Oneview
Solution is live and installed across 20 healthcare
facilities in the United States, Australia, the United
Arab Emirates and Ireland. The Company is also
in the process of implementing and integrating
the Oneview Solution in a further 15 healthcare
facilities in the United States and Australia.
The Oneview Solution allows
for active
collaboration between patients and clinical
staff. Enriching the overall patient experience,
the Oneview Solution enables patients to
view tailored educational content, exchange
messages with their care team, monitor their own
progress against assigned goals, stay connected
with friends and family via video communication
and access premium entertainment. Critically,
the Oneview Solution can help clinical staff
save time, avoid waste, improve staff efficiency
and improve quality of care by providing staff
with real-time patient
information, digitised
nurse rounding processes, electronic meal
ordering, room readiness notifications, data and
Page 8
analytics which enable staff to identify areas
for improvement. The overall intention is to
help achieve better patient outcomes while
delivering measurable return on investment
for healthcare providers.
We believe that current trends in the global
healthcare sector point to an
increasing
adoption of patient engagement solutions,
to
from which Oneview
benefit. Key drivers for growth in the patient
engagement solutions market include:
is positioned
•
•
•
•
•
industry support
the size and growth of healthcare
expenditure in developed countries;
the recognition of waste and inefficiency
in the healthcare sector;
for
regulatory and
healthcare reform leading to an increased
prevalence of technology in healthcare
facilities and a focus on providing higher
quality care at a lower cost;
the large body of evidence that patient
engagement
improves efficiency and
patient outcomes;
consumer and practitioner expectations
for technology driven solutions in the
healthcare sector.
Since the IPO on 17 March last year, we report
strong revenue growth across the business
with total revenue of over €9.0m up 288%
and recurring revenue of €1.3m up 72% on
the corresponding period. Recurring revenues
continue to grow as the Company deploys
incrementally across its increasing customer
base. The Group reports a strong balance
sheet that is under-pinned by €35.1m in cash
reserves as at 31 December 2016 leaving the
business in a strong position to capitalise on its
growth objectives in the coming years.
In moving from private to public ownership
we assembled an enlarged board including
additional
independent directors, whose
profiles are listed earlier in this report. They
are an excellent group of senior leaders,
drawing their experience from businesses
all over the world. I would like to thank them
for their enthusiasm and commitment to
the Company. I would also like to thank our
management team, led by CEO James Fitter.
They have produced excellent results since
the IPO and are committed to continuing our
trend of successful system rollouts across the
highest profile hospitals in all of the markets in
which the Group currently operates. Lastly, I
would like to thank our hospital and healthcare
clients who rank amongst the most respected
healthcare providers across the globe. Our
valued healthcare clients are the backbone of
our growing recurring revenue business and
they provide us with the vital industry feedback
we need so that we can continue to deliver
best in class technology solutions, in keeping
with our position as a world class leader in the
patient engagement space.
James Osborne
Chairman
“The Oneview Solution allows for active collaboration
between patients and clinical staff. Enriching the
overall patient experience, the Oneview Solution
enables patients to view tailored educational content,
exchange messages with their care team, monitor their
own progress against assigned goals, stay connected
with friends and family via video communication and
access premium entertainment.”
CEO Report
Page 9
“Our holistic vision to connect patients, providers and
their families regardless of where they are in the care
continuum sets us apart from the competition and our
company values reinforce that for our employees. ”
for Oneview
transformational year
2016 was a
Healthcare as we transitioned from a private to a public
company by way of our Initial Public Offering (“IPO”)
on St Patrick’s Day, 17 March 2016. More importantly
we have continued to make significant progress in our
mission to prove that a more engaged patient leads to
a better clinical outcome. Our holistic vision to connect
patients, providers and their families regardless of
where they are in the care continuum sets us apart from
the competition and our company values reinforce that
for our employees. We are enormously proud of the
success we have had winning long-term sustainable
contracts with some of the most discerning healthcare
providers in the world.
The Interactive Patient Care (“IPC”) market is still an
adolescent market; however, we are seeing an increased
interest in IPC in all our major markets. Healthcare
consumers are becoming more discerning and
demanding the sorts of real-time access to information
on consumer technologies that are considered standard
across most other industries.
2016 was a year of considerable investment as we
articulated in the prospectus and we look forward to
2017 with much excitement as we release two major
new product offerings which we have been investing
in for the last two years. The two new products are
our mobile platform, Connect, and our Senior Living
product. Whilst early in their evolution, we have had
very positive feedback on both these product offerings
and expect to see significant client adoption and further
sales of both products in the second half of 2017.
As Oneview continues to scale and execute our business
plan, we are receiving continued affirmation that we are
on the right path, with new high-profile contracts in the
United States such as University of Iowa Children’s, NYU
Langone Medical Center, BJC HealthCare and most
recently Lancaster General Hospital.
Australia remains our most mature market for the
moment with 11 hospitals now live, up and down the east
coast. In 2016 we continued to expand our footprint with
the highly innovative team at Epworth HealthCare in
Melbourne, Australia where the Oneview Solution is now
live in over 1,150 beds across 8 hospitals in the Epworth
group. We are also deployed at the Sydney Children’s
Hospital Network (“SCHN”) at Westmead in Sydney, The
Chris O’Brien Lifehouse at RPA and the Cairns Hospital
in Queensland.
Next month we go-live with Oneview Connect at
SCHN which will help to support the decentralised,
community-based healthcare model that distributes
the delivery of care within the hospital, GP, community
clinics and home. SCHN has an incredibly powerful
vision for their patients to use Oneview Connect as their
digital passport managing chronic conditions for life.
We listen to understand our clients and their needs.
On 19 August, we announced the signing of a contract
for the design and installation of Oneview’s Senior living
solution at Thomas Holt’s new assisted living facility in
New South Wales, Australia. Thomas Holt’s leadership
have an incredibly innovative vision making them the
ideal first customer for this product.
Page 10
More recently, on 30 January 2017 we announced our
entry into the UK market by signing a very promising
new opportunity with Oxford University, the Oxford NHS
Trust and a leading data analytics technology company
to pilot patient pathway products – initially for prostate
cancer. We expect this initiative could prove to be a
catalyst for a significant commercial opportunity in the
UK in 2018 and beyond. Experience matters.
As a software company our most important asset is our
people. Under the leadership of our Chief People Officer,
Connie Eisenbraun, we have been able to attract and
retain exceptionally high quality staff who are uniformly
motivated by our mission. It is such a cliché in today’s
technology industry to claim you’re making a difference
in the world, but in the case of Oneview this is a reality
and is readily apparent by the joy on patients’ faces and
immediate feedback as the Oneview solution goes live
in patient rooms. We genuinely do see a better way.
We are especially proud to have attracted internationally
recognised clinical specialists to our leadership team
to assist us in capitalising on our strategic objectives.
Over the last 12 months we have announced the
appointments of Dr. Louise Messara, Dr. Seth Bokser, Dr.
Lyle Berkowitz and Dr. Oran Rigby in various capacities
across the Company. The clinical authenticity they bring
to our work is enormously important as we continue to
innovate with clinically led R&D and frame our future
product roadmap. The patient is at the heart of what we
do.
2016 has been a year of firsts for Oneview…
gold standard for patient engagement solutions. In
addition to this, Oneview received the Blackbook
Research Award for “Highest Client Satisfaction for
Patient Engagement in 2016”.
time-to-market
Intel,
patient
Oneview recently announced a technology development
focused on
collaboration agreement with
experience
accelerating
solutions and services. The agreement provides for
both parties to develop a long-term roadmap of joint
solutions that utilises the respective technologies to
deliver best-in-class patient engagement solutions and
customer experiences across acute, elderly care and
community care environments.
In September we opened our new North American
headquarters on Michigan Avenue in Chicago, Illinois,
enhancing our ability to attract top talent and foster
innovation across our client base. Not only is Chicago
central for travel across America, it has allowed us to
become an active participant in the vibrant burgeoning
MedTech scene. Chicago also acts as headquarters to
both the American Medical Association and American
Hospital Association, and many other key players in the
healthcare IT landscape.
In October, Oneview was awarded the Frost & Sullivan
2016 Global Software Innovation Award for outstanding
technology attributes and future business value. The
accolade is a testament to Oneview’s position as the
“We are especially proud to
have attracted internationally
recognised clinical specialists to
New Leadership
our leadership team to assist us
in capitalising on our strategic
objectives.”
The appointment of internationally recognised
healthcare IT and innovation specialists Dr.
Louise Messara, Dr. Seth Bokser, Dr. Lyle
Berkowitz, and Dr. Oran Rigby to Oneview’s
Global Leadership Team.
Page 11
2016 Operational & Financial Review
During the year, the Company achieved 288% revenue
growth to €9.03m, inclusive of a 72% increase in
recurring revenues. This pattern of growth is expected
to continue into 2017 and beyond. The Company ended
the year with a much-strengthened balance sheet with
net assets of €35.9m underpinned by €35.1m of cash
on hand.
As of 31 December 2016, we have achieved a 57% increase
in contracted beds since the IPO with 2,666 beds live
across 20 hospital
implementation
pipeline is growing representing a 26% increase in beds
contracted not yet installed, amounting to 2,515 beds
across 15 hospitals, whilst the total number of beds in
locations. The
contract negotiation and RFP process has increased
65% to 12,214 since the IPO in March 2016.
Headcount has increased by 136% to 151 from 64 as of
December 2015. Increases have predominantly been
in the areas of R&D technology, implementation, sales
and leadership throughout Ireland, US and Australia.
Oneview has made a conscious decision to heavily
invest in people and culture as part of an ongoing focus
in our organization. This will ensure that we attract and
retain key and influential staff over the coming years.
We believe our people and their continuous innovation
will help differentiate Oneview in the market. There is
no box.
Contracted Bed & Pipeline Developments
12,214
7,704
7,404
5,508
IPO
Dec 2016
2,666
1,294
2,515
1,998
5,181
3,292
4,510
1,896
Beds Live
Contracted
Not Yet Installed
Total
Contracted
Preferred Tendered/
In Contract
Submitted
an RFP
Total Under RFP
Process
+288%
Increase revenue
288% increase in revenue to
€9.03m from €2.38m.
€35.1 M
Cash
€35.1m in cash as of 31
December 2016.
2017 and beyond
In 2017 we will continue to invest in the people, culture and
systems that support our Company. Planned investment
hires for the remainder of the year are predominantly in
technology and operations to enable us to continuously
innovate and to ensure we implement within our hospitals
seamlessly and efficiently. Significant time is being
spent on the consolidation of knowledge and training
within the Company and continued enhancement of
“OneMethod” implementation framework. From a sales
perspective, we continue to actively target the most
innovative hospitals with the majority of our success
expected to continue coming from the North American
and Australian territories augmented by the medical
tourism opportunities of the Middle East and South East
Asia.
In addition to the full launch of both the Oneview
Connect and Senior Living platforms, the existing
inpatient solution will also be made available on both
Android and iOS client devices in 2017 which will help
increase market penetration, product stickiness and
lower hardware costs for our customers. These three
new developments will underpin the existing growth
strategy of Oneview in the medium-term.
Page 12
way for patients and caregivers alike. Likewise, your
senior leadership team have devoted incredible energy
and focus to ensure we continue to meet our clients’,
our shareholders’ and our own high expectations.
Respecting our clients, our people and our patients is
core to our mission.
Oneview is in a very strong position to benefit from
the material investment in product development that
has occurred over the past 5 years and well positioned
to capitalise on future growth. Our company values
reinforce our commitment to impacting the patient
experience and reflect the culture we foster. They are:
There is no box (innovation)
#GQSD (get quality stuff done)
•
•
• We listen to understand
Experience matters
•
R.E.S.P.E.C.T. (for patients, for clients and for each
•
other)
The patient is at the heart of what we do
•
I wish to thank our customers, employees and
shareholders for their continued support at this exciting
time.
None of this impressive growth in the business would
have been possible without the vision of our Founder
and President, Mark McCloskey who continues to
drive innovation across the Company and challenge
our people to push the boundaries and find a better
James Fitter
CEO
+57%
Contracted beds
57% increase in contracted
beds since IPO.
2,666
Beds live & installed
across 20 facilities.
Page 13
Remuneration Report
The Remuneration and Nomination Committee set out its report1 as follows:
1. Principals used to determine
the nature and amount of
remuneration
i. Objectives & framework
The objectives of the Group’s executive reward
framework are to ensure that reward for performance
is competitive and appropriate for the results delivered.
The framework aligns reward with achievement of
strategic objectives and the creation of value for
shareholders, and conforms to market practice for
delivery of reward. The Board ensures that executive
reward satisfies the following key criteria for good
reward governance practices:
The framework provides a mix of fixed pay and long
term incentives comprising an employee share option
scheme and a long term incentive plan. The Company
currently does not operate a variable pay arrangement.
ii. Remuneration & Nomination Committee
The Board has established a Remuneration and
Nomination Committee comprising James Osborne
(Chairman), Mark Cullen and James (Will) Vicars.
The purpose of the Committee is to assist the Board
by providing advice on remuneration and incentive
policies, practices and specific recommendations on
remuneration packages and other terms of employment
for executive directors, other senior executives and
non-executive directors. Specifically:
• Competitiveness and awareness
• Acceptability to shareholders
•
Performance
compensation
Transparency
•
• Capital management
linkage / alignment of executive
The Group has structured an executive remuneration
framework that is market competitive and complimentary
to the reward strategy of the organisation. The Board
is satisfied remuneration recommendations are made
free from undue influence by the members of the key
management personnel.
Alignment to shareholders’ interests
• Has economic profitability as a core component of
•
the plan
Focuses on sustained growth in shareholder wealth
comprising growth in share price and dividends
(when available)
• Delivering constant return on assets as well as
focusing the executive on key non-financial drivers
of value
• Attracts and retains high calibre executives
Alignment to program participants’ interests
Rewards capability and experience
•
Reflects competitive reward for contribution to
•
growth in shareholder wealth
Provides a clear structure for earning rewards
Provides recognition for contribution
•
•
•
•
•
•
•
•
•
•
•
•
•
•
recruitment,
the Company’s remuneration policy, including as it
applies to directors and the process by which any
pool of directors’ fees approved by shareholders is
allocated to directors;
Board succession issues and planning;
the appointment and re-election of people as
members of the Board and its committees;
induction of people as directors and continuing
professional development programs for directors;
remuneration packages of senior executives, non
executive directors and executive directors, equity
based incentive plans and other employee benefit
programs;
the Company’s superannuation arrangements;
the Company’s
termination policies;
succession plans of the CEO, senior executives and
executive directors;
the process for the evaluation of the performance
of the Board, its Board Committees and individual
directors;
the review of the performance of senior executives
and members of the Board, which should take
place at least annually;
those aspects of the Company’s remuneration
policies and packages, including equity based
incentives, which should be subject to shareholder
approval; and
the size and composition of the Board and strategies
to address Board diversity and the Company’s
performance in respect of the Company’s Diversity
Policy, including whether there is any gender
retention and
1 There is no regulatory requirement, other than the Companies Act 2014 disclosure requirements, for the Company to disclose information on the remuneration
arrangements in place for Directors and Executives of Oneview Healthcare PLC. However, the Remuneration and Nomination Committee is committed to good
corporate standards and has disclosed information considered relevant to shareholders.
Page 14
or other inappropriate bias in remuneration for
directors, senior executives or other employees.
iii. Non-executive directors
Fees and payments to non-executive directors reflect the
demands, which are made on, and the responsibilities
of, the directors. Non-executive directors’ fees and
payments are reviewed annually by the Board. The
Chairman’s fees are determined independently to the
fees of non-executive directors based on comparative
roles in the external market. The Chairman is not present
at any discussions relating to determination of his
own remuneration. Non-executive directors have also
received share options under the Oneview Share Option
Plan.
a. Non-executive directors’ fees
The current base remuneration was reviewed immediately
prior to the Company listing on the Australian Stock
Exchange. The Chairman’s remuneration is inclusive of
committee fees while other non-executive directors who
chair a committee may receive additional annual fees.
Non-executive directors’ fees are determined within an
aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The
maximum currently stands at A$750,000 total pool per
annum, as set out in the Company’s prospectus issued
on 19 February 2016.
The following fees have been applied:
Base fees
Chairman
Other non-executive directors
Additional Remuneration
Chairman
Other non-executive directors
Post employment benefits
Chairman
Other non-executive directors
iv. Executive directors
The executive pay and reward framework currently has
4 components:
•
Base pay and benefits
• Annual discretionary bonus
•
Long-term incentives through participation in the
Group’s Employee Share Option Plan (ESOP)
Long-term incentives through participation in the
Oneview Restricted Share Plan (RSP)
•
The combination of these comprises the executive’s
total remuneration.
a. Base pay and benefits
Executives are offered a competitive base pay that
comprises the fixed component of pay and rewards,
plus benefits. Base pay for executives is reviewed
annually to ensure the executive’s pay is competitive
with the market. An executive’s pay is also reviewed on
From 1 January 2016
to 31 December 2016
From 1 January 2015 to
31 December 2015
€
70,269
246,748
-
18,200
-
12,879
348,096
€
20,000
-
-
-
-
-
20,000
promotion. There is no guaranteed base pay increases
included in any executives’ contracts. Executives may
receive benefits including health insurance, or other
expense reimbursements.
b. Annual discretionary bonus
The executive directors are entitled to receive an annual
discretionary bonus of up to 100% of base salary. Except
as noted below, no annual bonuses were paid out during
the year:
• Mark McCloskey received a transaction bonus of
€100,000 on completion of the IPO on 17 March
2016
James Fitter received a transaction bonus of
€100,000 on completion of the IPO on 17 March
2016
John Kelly received a transaction bonus of €50,000
on completion of the IPO on 17 March 2016
•
•
c. Employee Share Option Plan (ESOP)
The Board adopted an Employee Share Option Plan
(ESOP) effective from 1 October 2013. Under the ESOP,
options over securities may be offered to executive
directors, non-executive directors, employees and to
consultants of companies within the Oneview group.
Any offers are made entirely at the discretion of the
Remuneration and Nomination Committee.
d. Restricted Share Plan (RSP)
The Company operates a Restricted Share Plan which
was established on 16 March 2016. Executive directors
and employees are eligible to participate in the RSP at
the discretion of the Remuneration and Nomination
Committee. The RSP is an employee share scheme
as defined in section 64 of the Companies Act 2014
and is established in accordance with Section 128D
of the Taxes Consolidation Act 1997 (as amended).
Awards under the RSP will be in the form of an award
of “Restricted Shares” (RSU’s) which are subject to
restrictions and forfeiture. Shares awarded are held by
an independent trustee based in Ireland, Goodbody
Trustees Limited. No payment will be required by the
Participant for the grant of an award of RSUs.
Awards to executive directors in the year under the
RSP are subject to performance conditions over a
performance period as set out in the Remuneration
report, and as per their contract of award. Performance
conditions include:
•
continuing employment throughout the vesting
period;
continuing compliance throughout the vesting
period in all material respects of the Company’s
accounting and reporting requirements under the
Australian Corporations Act (where relevant), the
ASX Listing Rules and Irish company law;
compound annual growth rate in Total Shareholder
Return (TSR) whereby the Company achieves a
target compound percentage growth rate in the
•
•
Page 15
stock price of the Company as quoted on the ASX,
plus dividend as measured by reference to a five day
VWAP for the five trading days commencing on the
day of release of the audited financial statements
for each of FY2018, FY2019, FY2020, FY2021 and
FY2022 (‘test dates’), against the Offer Price;
compound annual growth in TSR whereby the
Company achieves a target compound percentage
growth rate in the stock price of the Company as
quoted on the ASX, plus dividends as measured by
reference to the share price on the last trading days
of the FY2017, FY2018, and FY2020 (‘test dates’),
against the Offer Price;
recurring revenue growth test measured by
the compound annual percentage growth rate
in recurring revenue per the audited financial
statements for FY2017, FY2018, and FY2020 (‘test
dates’), against the audited financial statements for
FY2015;
total hospital beds contracted by reference to
a target number of contracted hospital beds
to be met by 31 December 2017, 2018 and 2019
respectively (‘test dates’);
total assisted living / senior living beds contracted
by reference to a target number of contracted living
/ senior living beds to be met by 31 December 2017,
2018 and 2019 respectively (‘test dates’).
•
•
•
•
Tests for Recurring Revenue Growth (RRG), hospital
beds and assisted living / senior living beds contracted
have been set by the Remuneration and Nominations
Committee for year 1 only (i.e y/e 2017). Tests for future
years shall be set by the Remuneration Committee at
a future date to be determined, but by no later than 31
December of each prior year.
At the end of each test period, the Remuneration and
Nomination Committee will determine the extent to
which the performance conditions have been met.
Page 16
2. Details of remuneration
i. Remuneration of key management personnel
Short-term
benefits
Bonus
Salary &
fees
Non
cash
benefits
Sub
Total
Post
employment
benefits
€
70,269
16,242
33,889
53,418
48,784
45,631
-
48,784
317,017
€
€
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
300,000
100,000
300,000
100,000
200,000
50,000
15,000
-
5,606
4,552
4,182
379
€
70,269
16,242
33,889
53,418
48,784
45,631
-
48,784
317,017
405,606
404,552
254,182
15,379
€
-
-
4 ,1 3 1
-
4 ,374
-
-
4 ,374
12,879
35,000
35,000
-
-
2016
Total
€
70,269
16,242
38,020
53,418
53,158
45,631
-
53,158
2015
Total
€
20,000
-
-
-
-
-
-
-
329,896
20,000
440,606
233,051
439,552
229,411
254,182
166,552
15,379
1 5 9,4 1 1
815,000
250,000
14,719
1,079,719
70,000
1,149,719
788,425
1,132,017
250,000
14,719
1,396,7362
82,879
1,479,6152
808,425
James Osborne
Lyle Berkowitz
Christina Boyce
Mark Cullen
Daniel Petre
Joseph Rooney
Michael Stanley1
James (Will) Vicars
Sub-total – non-
executive directors
Mark McCloskey
James Fitter
John Kelly
Patrick Masterson1
Total Executive
Directors
Total
1.
2.
Both Michael Stanley and Patrick Masterson resigned as directors on 7 February 2016
Excludes employer based taxes of €39,730 (2015: €37,958)
i. Options & RSUs
In addition, key management personnel have been awarded share options under the ESOP and restricted stock units
under the RSP, as highlighted earlier in this report. The non-cash cost associated with these awards are as follows:
Page 17
James Osborne
Lyle Berkowitz
Christina Boyce
Mark Cullen
Daniel Petre
Joseph Rooney
Michael Stanley
James (Will) Vicars
Sub-total – non-executive directors
Mark McCloskey
James Fitter
John Kelly
Patrick Masterson
Total Executive Directors
Total
2016
2015
€
24,985
-
30,207
24,986
29,160
22,521
-
24,986
156,845
610,617
603,069
236,068
-
1,449,754
€
20,604
-
-
-
-
-
-
-
20,604
231,962
287,853
79,285
58,829
657,929
1,606,599
678,533
iii. Performance related remuneration metrics
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
James Osborne
Lyle Berkowitz
Christina Boyce
Mark Cullen
Daniel Petre
Joseph Rooney
Michael Stanley
James (Will) Vicars
Mark McCloskey
James Fitter
John Kelly
Patrick Masterson
Average
Fixed Remuneration
At Risk
2016
%
74%
100%
56%
68%
65%
67%
-
68%
32%
33%
42%
100%
40%
2015
%
49%
-
-
-
-
-
-
-
50%
44%
68%
73%
54%
2016
%
2015
%
26%
-
44%
32%
35%
33%
-
32%
68%
67%
58%
-
60%
51%
-
-
-
-
-
-
-
50%
56%
32%
27%
46%
3. Service agreements
On appointment to the Board, all non-executive directors
enter into a service agreement with the Company in the
form of a letter of appointment. The letter summarises the
Board policies and terms, including compensation, their
roles and responsibilities and Oneview’s expectations of
them as non-executive directors of the Company.
The terms of employment and remuneration for the
executive directors are also formalised
in service
agreements. Each of these agreements provide for the
provision of a fixed salary, participation in the Groups’
Restricted Share Plan, the Employee Share Option Plan
and other benefits including health insurance.
i. Mark McCloskey, President and Executive
Director
Mark McCloskey is employed as President under an
employment contract with a Oneview goup company.
Mark’s remuneration package is comprised of a base
salary of €300,000 per annum, an annual discretionary
bonus of up to 100% of base salary and participation
in the Groups’ Restricted Share Plan (RSP) and the
Groups’ Employee Share Option Plan (ESOP). The
terms and conditions of Mark’s bonus and any further
awards, including as to targets, vesting and/or exercise
(as the case may be), are determined annually by the
Remuneration Committee.
Following a two year period commencing on the date of
Completion of the IPO on 17 March 2016 (during which,
other than for cause as described below, Oneview cannot
terminate Mark’s employment without being required to
pay Mark an amount equal to his gross annual salary and
gross annual bonus (averaged over the previous two
years) for the period equivalent to the remainder of the
period from the date of Completion to the expiration
of the two year period), Mark’s employment contract
may be terminated by Oneview providing at least 6
months’ notice in writing is given. Further, Oneview
may terminate the employment of Mark immediately
in certain circumstances for any offence stipulated
under Article 120 of the U.A.E. Labour Law including
for any act of dishonesty, fraud, wilful disobedience,
serious misconduct or serious breach of duty. Mark may
terminate his employment contract by providing at least
6 months’ notice in writing before the proposed date
of termination, however if he terminates his contract
during the three year period commencing on the date of
Completion, Mark would be deemed a ‘bad leaver’ and
forfeit any Restricted Share awards under the RSP. Mark’s
employment contract also includes restrictive covenants
that operate for a period of 6 months following expiry
of the notice period. Enforceability of such restrictions
would be subject to all usual legal requirements.
Page 18
ii. James Fitter, CEO and Executive Director
James Fitter is employed as CEO under an employment
contract with a Oneview group company.
James’ remuneration package is comprised of a base
salary of €300,000 per annum, an annual discretionary
bonus of up to 100% of base salary and participation
in the Groups’ Restricted Share Plan (RSP) and the
Groups’ Employee Share Option Plan (ESOP). The
terms and conditions of James’ bonus and any further
awards, including as to targets, vesting and/or exercise
(as the case may be), are determined annually by the
Remuneration committee.
Following a two year period commencing on the date of
Completion of the IPO on 17 March 2016 (during which,
other than for cause as described below, Oneview cannot
terminate James’ employment without being required to
pay James an amount equal to his gross annual salary
and gross annual bonus (averaged over the previous
two years) for the period equivalent to the remainder of
the period from the date of Completion to the expiration
of the two year period), James’ employment contract
may be terminated by Oneview providing at least 6
months’ notice in writing is given. Further, Oneview may
terminate the employment of James immediately in
certain circumstances for any offence stipulated under
Article 120 of the U.A.E. Labour Law including for any
act of dishonesty, fraud, wilful disobedience, serious
misconduct or serious breach of duty. James may
terminate his employment contract by providing at least
6 months’ notice in writing before the proposed date
of termination, however if he terminates his contract
during the three year period commencing on the date of
Completion, James would be deemed a ‘bad leaver’ and
forfeit any Restricted Share awards under the RSP. James’
employment contract also includes restrictive covenants
that operate for a period of 6 months following expiry
of the notice period. Enforceability of such restrictions
would be subject to all usual legal requirements.
iii. John Kelly, CFO and Executive Director
is employed as Chief Financial Officer
John Kelly
under an employment contract with a Oneview group
company. John’s remuneration package is comprised
of a base salary of €200,000 per annum, an annual
discretionary bonus of up to 100% of base salary and
participation in the Groups’ Restricted Share Plan (RSP)
and the Groups’ Employee Share Option Plan (ESOP).
The terms and conditions of John’s bonus and any
further awards, including as to targets, vesting and/or
exercise (as the case may be), are determined annually
by the Remuneration Committee.
Following a two year period commencing on the date of
Page 19
Completion of the IPO on 17 March 2016 (during which,
other than for cause as described below, Oneview
cannot terminate John’s employment without being
required to pay John an amount equal to his gross
annual salary and gross annual bonus (averaged over
the previous two years) for the period equivalent to the
remainder of the period from the date of Completion
to the expiration of the two year period), John’s
employment contract may be terminated by Oneview
providing at least 6 months’ notice in writing is given.
Further, Oneview may terminate the employment of
John immediately in certain circumstances including
for any act of dishonesty, fraud, wilful disobedience,
serious misconduct or serious breach of duty. John may
terminate his employment contract by providing at least
6 months’ notice in writing before the proposed date
of termination, however if he terminates his contract
during the three year period commencing on the date
of Completion, John would be deemed a ‘bad leaver’
and forfeit any Restricted Share awards under the RSP.
John’s employment contract also includes restrictive
covenants that operate for a period of 6 months
following expiry of the notice period. Enforceability
of such restrictions would be subject to all usual legal
requirements.
4. Share Based Compensation
i. Employee Share Option Plan
The Board adopted an Employee Share Option Plan
(ESOP) effective from 1 October 2013. Under the
ESOP, options over shares may be offered to executive
directors, non-executive directors, employees and to
consultants of companies within the Oneview Group.
Any offers are made entirely at the discretion of the
Remuneration and Nomination Committee.
The following options were outstanding as at 31 December 2016 in respect of the directors.
Page 20
Date
Number of Options
Strike Price
Vesting Date
Name
James Osborne
James Osborne
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Grant
Grant
Grant
Grant
Grant
Grant
31 December 2014
31 December 2015
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
9 October 2013
9 October 2013
9 October 2013
31 December 2014
Mark McCloskey
Exercise
31 December 2015
Mark McCloskey
Grant
31 December 2015
Mark McCloskey
Replaced for RSU’s
31 December 2015
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
James Fitter
James Fitter
James Fitter
James Fitter
James Fitter
James Fitter
Grant
Grant
Grant
Grant
Exercise
Grant
9 October 2013
9 October 2013
9 October 2013
31 December 2014
31 December 2015
31 December 2015
James Fitter
Replaced for RSU’s
31 December 2015
John Kelly
John Kelly
John Kelly
John Kelly
John Kelly
John Kelly
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
Grant
Grant
Grant
Grant
Grant
9 October 2013
9 October 2013
9 October 2013
31 December 2014
31 December 2015
Replaced for RSU’s
31 December 2015
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
James (Will) Vicars
Grant
31 December 2015
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
Daniel Petre
Daniel Petre
Grant
Grant
31 December 2014
31 December 2015
Mark Cullen
Grant
31 December 2015
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
Joseph Rooney
Grant
7 February 2016
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
Christina Boyce
Grant
19 April 2016
Outstanding as at 31 December 2016
Exercisable as at 31 December 2016
€0.001
€0.001
31 December 2017
31 December 2018
€0.001
€0.001
€0.001
€0.001
€0.001
€0.750
€0.750
8 October 2014
8 October 2015
8 October 2016
31 December 2017
31 December 2018
31 December 2018
€0.001
8 October 2014
€0.001
€0.001
€0.001
€0.001
€0.750
€0.750
€0.001
€0.001
€0.001
€0.001
€0.750
€0.750
8 October 2015
8 October 2016
31 December 2017
31 December 2018
31 December 2018
8 October 2014
8 October 2015
8 October 2016
31 December 2017
31 December 2018
31 December 2018
€0.001
31 December 2018
€1.233
€0.001
31 December 2017
31 December 2018
€0.001
31 December 2018
€0.001
6 February 2019
€0.001
18 April 2019
50,000
50,000
100,000
-
133,340
133,330
133,330
450,000
(266,670)
200,000
(200,000)
583,330
133,330
233,340
233,330
233,330
500,000
(466,670)
200,000
(200,000)
733,330
233,330
50,000
50,000
50,000
150,000
100,000
(100,000)
300,000
150,000
50,000
50,000
-
40,000
50,000
90,000
-
50,000
50,000
-
50,000
50,000
-
50,000
50,000
-
ii. Restricted Stock Share Plan
Page 21
On 16 March 2016 the Company adopted the Restricted Share Unit Plan pursuant to which the Remuneration
Committee of the Company’s board of directors may make an award under the plan to certain executive directors.
On 16 March 2016 an aggregate of 2,585,560 new shares of €0.001 each were issued to Goodbody Trustees Ltd
as restricted stock units on behalf of certain directors, with a range of performance conditions attaching to their
vesting. The RSU’s shall vest over a 3 to 5 year period, dependent on achievement of performance conditions, with
initial vesting based on the audited results for the year ended 31 December 2017. The shares were awarded at a price
of €0.001 and vest over a service period as follows:
Recipient
Award Date
RSUs
Vesting Term
Performance Conditions
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
James Fitter
James Fitter
James Fitter
James Fitter
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
James Fitter
16 March 2016
John Kelly
John Kelly
16 March 2016
16 March 2016
Total outstanding RSU’s
200,000
205,910
274,560
102,960
205,910
989,340
200,000
525,510
205,910
274,560
102,960
1,308,940
100,000
187,280
287,280
2,585,560
*Compound Annual Growth Rate in Total Shareholder Return
Tests for recurring revenue growth, hospital beds
contracted and assisted living / senior living beds
contracted have been set by the Remuneration and
Nominations Committee for year 1 only (y/e 2017).
Tests for future years shall be set by the Remuneration
Committee at a future date to be determined, but by
no later than 31 December of each prior year.
The tests for hospital beds contracted and assisted
living / senior living beds contracted along with
recurring revenue growth for 2017 and future years
shall be based at a level approximating to 75%
achievability. This is based on a review of quotas set
for sales personnel across the Company’s US, Australia
and MENA regions and reflecting the likely timing of
expected commencement dates for planned future
sales headcount and other factors.
3 Years
3 Years
3 Years
3 Years
3 Years
3 Years
5 Years
3 Years
3 Years
Continued employment
CAGR in TSR*
Recurring revenue growth
targets
Hospital beds targets
Assisted living beds targets
Continued employment
CAGR in TSR*
CAGR in TSR*
Recurring revenue growth
targets
3 Years
Hospital beds targets
3 Years
3 Years
Continued employment
Compliance performance
E. Additional Information
vi. Loans to directors
During 2016 the Company advanced an unsecured
loan to a director, John Kelly, on an interest free basis
for €252,469 in order to settle upfront tax charges
associated with the issue of restricted shares under
the Restricted Share Plan. The loan is repayable on
demand in the event of disposal of restricted shares
under the RSP upon lifting of the relevant restrictions
attached to shares. To calculate the notional interest
on this loan the directors believe an interest rate of 5%
and a term of 2.25 years (being the term from grant of
loan to vesting of shares) is appropriate. This equates
to notional interest of €28,403 over the term, which is
considered directors’ remuneration, and is in addition
to the amounts disclosed in section 2 above. The
loan value represents 0.4% of net assets of Oneview
Healthcare PLC (the Company).
On behalf of the board
James Osborne
Chairman
27 February 2017
Directors’ Report
The directors present their report and the audited consolidated financial statements of Oneview Healthcare PLC
(formerly known as Oneview Holdings Limited) and Subsidiaries (the “Group”) for the year ended 31 December 2016.
Page 2 2
1. Principal activities
The principal activity of the Group is the development
and sale of software for the healthcare sector and the
provision of related consultancy services.
2. Business review and future
developments
The directors consider that the development in the
Group’s business during the year and its financial position
as at 31 December 2016 is in line with expectations.
Revenue for the year amounted to €9,028,422 (2015:
€2,328,686), an increase of 288%. Recurring revenue
for the year amounted to €1,279,054 (2015: €741,758),
an increase of 72% and continues to grow as the
Company deploys incrementally across its increasing
customer base. During the year, the Company continued
implementation across the following hospitals or hospital
systems:
•
•
•
Epworth HealthCare comprising 8 hospitals
Melbourne, Australia
The Sydney Children’s Hospital Network at
Westmead in Sydney
The University of Iowa Children’s Hospital in Iowa
City
in
As at 31 December 2016, the Oneview system was live
in 2,666 beds with a further 2,515 beds contracted but
not yet installed. There were a further 4,510 beds in
contract negotiation and 7,704 in tender process. During
the year, Oneview announced a number of contract
successes with new hospitals including NYU Langone
in New York along with a number of US based proof of
concept implementation projects which the directors
expect to convert to full scale hospital implementations
during 2017. Specifically, the Company announced on
13 February 2017 the expansion of one of these proof
of concept projects into a full scale deployment of up
to 2,000 Oneview devices over a three-year period
within the BJC HealthCare hospital system in the US,
commencing with two of its hospitals in Missouri. The
Company also announced contract success for its
senior living business with Thomas Holt’s new assisted
in New South Wales, Australia. The
living facility
Company continues to grow its pipeline of new business
opportunities across the four territories in which the
Group currently operates.
Following the Company’s IPO, the business has continued
to invest in attracting world-class employees across
each of its primary office locations and has increased
the headcount to 151 personnel as at 31 December 2016
from 64 at 31 December 2015. The growth in headcount
has primarily been in the areas of sales, implementation
and research & development. To support the significant
planned further US expansion, the Company opened
during September 2016, a new US headquarters based
in Chicago.
3. Financial activities
On 17 March 2016, the Company listed on the Australian
Stock Exchange and issued 17,430,340 new shares of
€0.001 each at an IPO price per share of A$3.58. The
Company incurred costs of €3,126,000 associated with
raising these funds of which €2,382,681 has been offset
against retained earnings and €617,319 against the profit
and loss for the year ended 31 December 2016 (year to
31 December 2015 €126,000). The directors intend to
utilise the proceeds in the next couple of years in the
expansion of the business in the principal territories in
which the Group operates.
4. Principal risks and uncertainties
Details of the principal risks and uncertainties facing the
Group are set out in the Appendix to this annual report.
The risks as set out in the Appendix include:
• Oneview operates in a competitive industry
•
Risk that the Oneview Solution is disrupted, fails or
ceases to function efficiently
Failure to protect intellectual property
Public healthcare funding and other regulatory
changes
•
•
5. Financial risk management
Our financial risk management objectives and policies to
manage risk are set out in Note 19 Financial Instruments
to the consolidated financial statements. The Group did
not enter into any derivative transactions during 2016 or
2015.
6. Results and dividends
The loss for the year amounted to €16,029,822 (2015:
loss of €9,797,869). The directors do not recommend
payment of a dividend.
7. Directors
The current directors are as set out on page 1. The
director’s interests held at 31 December 2016 are
disclosed in note 20.
8. Post balance sheet events
There are no post balance sheet events that would
require disclosure or adjustment to the financial
statements.
9. Political contributions
The Group and Company did not make any disclosable
political donations during the year.
10. Research and development
The Group is involved in research and development
activities and during the year incurred €381,536 in
development costs that were capitalised and a further
€208,051 of research costs that were expensed.
11. Acquisition of the Company’s
own shares
In accordance with a shareholders’ resolution of 16
March 2016, the Company acquired, for purposes of
the Long Term Incentive Plan (LTIP), 2,585,560 of its own
shares with a nominal value of €2,586, and representing
5% of the Company’s called-up share capital, for a total
consideration of €2,586. These shares are currently held
by Goodbody Trustees Limited in trust pending vesting
conditions being met.
12. Audit committee
The Group has established an Audit Committee with
responsibility for assisting the board of the Company
in fulfilling its corporate governance and oversight
responsibilities in relation to the Company’s financial
reports and financial reporting process and internal
control structure, risk management systems (financial
and non financial) and the external statutory audit
process. The Committee meets on a regular basis to:
•
review and approve internal audit and external
statutory audit plans;
review and approve financial reports; and
the effectiveness of
review
compliance and risk management functions.
the Company’s
•
•
Page 23
13. Directors’ compliance
statement
The directors, in accordance with Section 225(2) of
the Companies Act 2014, acknowledge that they are
responsible for securing the Company’s compliance
with certain obligations specified in that section arising
from the Companies Act 2014, and Tax laws (‘relevant
obligations’). The directors confirm that:
•
a compliance policy statement has been drawn up
setting out the Company’s policies with regard to
such compliance;
appropriate arrangements and structures that,
in their opinion, are designed to secure material
compliance with
relevant
the Company’s
obligations, have been put in place; and
a review has been conducted, during the financial
year, of the arrangements and structures that
have been put in place to secure the Company’s
compliance with its relevant obligations.
•
•
14. Relevant audit information
The directors believe that they have taken all steps
necessary to make themselves aware of any relevant
audit information and have established that the Group’s
statutory auditors are aware of that information. In so far
as they are aware, there is no relevant audit information
of which the Group’s statutory auditors are unaware.
15. Accounting records
To ensure that adequate accounting records are kept in
accordance with Sections 281 to 285 of the Companies
Act 2014, the directors have employed appropriately
qualified accounting personnel and have maintained
appropriate computerised accounting systems. The
accounting records are located at the Company’s office
at Block 1, Blackrock Business Park, Blackrock, County
Dublin.
16. Auditor
In accordance with Section 383(2) of the Companies
Act 2014 the auditors, KPMG, Registered Auditors, will
continue in office.
On behalf of the board
James Fitter
Director
John Kelly
Director
27 February 2017
Page 24
Statement of Directors’
Responsibilities
The directors are responsible for preparing the directors’
report and the Group and Company financial statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare Group
and Company financial statements for each financial
year. Under that law they have elected to prepare the
Group and Company financial statements in accordance
with International Financial Reporting Standards (IFRS)
as adopted by the EU and applicable law.
Under company law the directors must not approve the
Group and Company financial statements unless they
are satisfied that they give a true and fair view of the
assets, liabilities and financial position of the Group and
Company and of the Group profit or loss for that year.
In preparing each of the Group and Company financial
statements, the directors are required to:
•
select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are reasonable
•
•
and prudent;
they have been prepared
state whether
accordance with IFRS as adopted by the EU; and
prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group and Company will continue in
business.
in
The directors are responsible for keeping adequate
accounting records which disclose with reasonable
accuracy at any time the assets, liabilities, financial
position and profit or loss of the Company and which
enable them to ensure that the financial statements of
the Group are prepared in accordance with applicable
IFRS, as adopted by the EU and comply with the
provisions of the Companies Act 2014. They have general
responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and
to prevent and detect fraud and other irregularities.
Under applicable law, the directors are also responsible
for preparing a Directors’ Report that complies with the
Companies Act 2014.
The directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the Republic of Ireland governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
On behalf of the board
James Fitter John Kelly 27 February 2017
Director Director
Page 25
Auditor’s Report
Independent auditor’s report to the members of Oneview
Healthcare PLC and Subsidiaries (formerly known as Oneview
Holdings Ltd)
We have audited the Group and Company financial
(“financial statements”) of Oneview
statements
Healthcare plc (formerly known as Oneview Holdings
Limited) and Subsidiaries for the year ended 31
December 2016 which comprise the consolidated
statement of comprehensive income, the consolidated
statement of financial position, the Company statement
of financial position, the consolidated and Company
statement of changes in equity, the consolidated
statement of cash flows, the Company statement of
cash flows and the related notes. The financial reporting
framework that has been applied in their preparation is
Irish law and International Financial Reporting Standards
(IFRS) as adopted by the European Union, and, as
regards the Company financial statements, as applied
in accordance with the provisions of the Companies
Act 2014.Our audit was conducted in accordance
with International Standards on Auditing (ISAs) (UK &
Ireland).
2. Our conclusions on other matters on
which we are required to report by the
Companies Act 2014 are set out below
In our opinion the accounting records of the Company
were sufficient to permit the financial statements
to be readily and properly audited and the financial
statements are in agreement with the accounting
records.
We have obtained all the information and explanations
which we consider necessary for the purposes of our
audit.
prepared in accordance with the requirements of
the Companies Act 2014.
In our opinion the information given in the directors’
report is consistent with the financial statements.
Opinions and conclusions arising
from our audit
3. We have nothing to report in respect
of matters on which we are required to
report by exception
1. Our opinion on the financial statements is
unmodified
In our opinion:
•
the Group financial statements give a true and fair
view of the assets, liabilities and financial position
of the Group as at 31 December 2016 and of its loss
for the year then ended;
the Company statement of financial position
gives a true and fair view of the assets, liabilities
and financial position of the Company as at 31
December 2016;
the Group financial statements have been properly
prepared in accordance with IFRS as adopted by
the European Union;
the Company financial statements have been
properly prepared in accordance with IFRS as
adopted by the European Union and as applied in
accordance with the provisions of the Companies
Act 2014; and
the Group financial statements and Company
statement of financial position have been properly
•
•
•
•
ISAs (UK & Ireland) require that we report to you if,
based on the knowledge we acquired during our audit,
we have identified information in the annual report1
that contains a material inconsistency with either that
knowledge or the financial statements, a material
misstatement of fact, or that is otherwise misleading.
In addition, the Companies Act 2014 requires us to
report to you if, in our opinion, the disclosures of
directors’ remuneration and transactions required by
sections 305 to 312 of the Act are not made.
1 Reference to the annual report is a reference to the statutory Directors’ Report
on pages 22 and 23, as well as the statutory financial statements on pages 27
to 59, inclusive.
Page 26
Basis of our report, responsibilities
and restrictions on use
As explained more fully in the statement of directors’
responsibilities set out on page 24, the directors
are responsible for the preparation of the financial
statements and for being satisfied that they give a true
and fair view and otherwise comply with the Companies
Act 2014. Our responsibility is to audit and express an
opinion on the financial statements in accordance with
Irish law and International Standards on Auditing (UK
and Ireland).
Those standards require us to comply with the Financial
Reporting Council’s Ethical Standards for Auditors.
An audit undertaken in accordance with ISAs (UK &
Ireland) involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements
are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the Company’s
circumstances and have been consistently applied and
adequately disclosed; the reasonableness of significant
accounting estimates made by the directors; and the
overall presentation of the financial statements.
In addition, we read all the financial and non-financial
information in the Directors’ Report to identify material
inconsistencies with the audited financial statements and
to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing
the audit. If we become aware of any apparent material
misstatements or inconsistencies, we consider the
implications for our report.
Whilst an audit conducted in accordance with ISAs (UK &
Ireland) is designed to provide reasonable assurance of
identifying material misstatements or omissions it is not
guaranteed to do so. Rather the auditor plans the audit to
determine the extent of testing needed to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements does not
exceed materiality for the financial statements as a whole.
This testing requires us to conduct significant audit
work on a broad range of assets, liabilities, income and
expense as well as devoting significant time of the most
experienced members of the audit team, in particular
the engagement partner responsible for the audit, to
subjective areas of the accounting and reporting.
Our report is made solely to the Company’s members, as
a body, in accordance with section 391 of the Companies
Act 2014. Our audit work has been undertaken so that we
might state to the Company’s members those matters
we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or
for the opinions we have formed.
27 February 2017
Sean O’Keefe
for and on behalf of KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
Financial Report
Consolidated statement of comprehensive income
for the year ended 31 December 2016
Revenue - continuing operations
Cost of sales
Gross profit
Sales and marketing expenses
Product development and delivery expenses
General and administrative expenses
Operating loss
Finance charges
Finance income
Loss before tax
Income tax
Loss for the year
Attributable to ordinary shareholders
Earnings / (loss) per share
Basic
Diluted
Other comprehensive loss
Items that will or may be reclassified to profit or loss
Foreign currency translation differences on
foreign operations (no tax impact)
Other comprehensive gain, net of tax
Page 27
2016
2015
Note
€
€
2
9,028,422
2,328,686
(6,096,267)
(1,539,163)
2,932,155
789,523
(7,747,090)
(3,806,455)
(9,766,955)
(5,144,268)
(4,047,973)
(1,470,393)
3,4
(18,629,863)
(9,631,593)
5
5
6
7
7
(25,908)
(154,032)
2,651,930
20
(16,003,841)
(9,785,605)
(25,981)
(12,264)
(16,029,822)
(9,797,869)
(16,029,822)
(9,797,869)
(0.33)
(0.33)
(0.37)
(0.37)
60,595
9,998
60,595
9,998
Total comprehensive loss for the year
(15,969,227)
(9,787,871)
The total comprehensive expense for the year is entirely attributable to equity holders of the Group.
Consolidated statement of financial position
as at 31 December 2016
Non-current assets
Intangible assets
Property, plant and equipment
Directors’ loans
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Issued share capital
Share premium
Treasury reserve
Other undenominated capital
Reorganisation reserve
Share based payments reserve
Translation reserve
Retained earnings
Total equity
Non-current liabilities
Deferred income
Total non-current liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
On behalf of the board
James Fitter
Director
John Kelly
Director
27 February 2017
Page 28
2016
2015
Note
€
€
8
9
20
815,742
591,529
252,469
754,602
202,641
-
1,659,740
957,243
11
4,449,210
2,051,662
35,087,776
12,771,127
15
15
15
15
1
14
39,536,986
14,822,789
41,196,726
15,780,032
54,297
34,281
66,633,057
25,806,841
(2,586)
4,200
-
4,200
(1,351,842)
(1,351,842)
3,846,915
1,492,452
(13,676)
(74,271)
(33,316,104)
(14,733,713)
35,854,261
11,177,948
13
525,885
540,598
525,885
540,598
12
4,816,580
4,061,486
4,816,580
4,061,486
5,342,465
4,602,084
41,196,726
15,780,032
Page 29
2016
2015
Note
€
€
10
11
20
3,652,507
1,516,377
7,657,036
252,469
-
-
11,562,012
1,516,377
11
27,514,518
15,054,244
29,625,547
10,571,932
57,140,065
25,626,176
68,702,077
27,142,553
15
15
15
15
14
54,297
34,281
66,633,057
25,806,841
(2,586)
4,200
-
4,200
3,846,915
1,492,452
(1,990,571)
(444,205)
68,545,312
26,893,569
12
156,765
248,984
156,765
248,984
68,702,077
27,142,553
Company statement of financial position
as at 31 December 2016
Non-current assets
Financial assets
Loan to Group company
Directors’ loans
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Share capital
Share premium
Treasury reserve
Other undenominated capital
Share based payment reserve
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
On behalf of the board
James Fitter
Director
John Kelly
Director
27 February 2017
Consolidated statement of changes in equity
for the year ended 31 December 2016
Page 30
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Reorganisation
reserve
Share based
payment reserve
Translation
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
€
€
Balance at 1 January 2015
29,747
13,984,729
Loss for the year
Foreign currency translation
Total comprehensive loss
Transactions with shareholders
Share based compensation
Issue of ordinary shares
Redemption of B ordinary shares
Exercise of options
As at 31 December 2015
Loss for the year
Foreign currency translation
Total comprehensive loss
Transactions with shareholders
Share based compensation
Transfer to retained earnings
Issue of ordinary shares
Treasury shares acquired
As at 31 December 2016
-
-
-
-
-
-
-
-
8,000
11,822,112
(4,200)
734
-
-
34,281
25,806,841
-
-
-
-
-
-
-
-
-
169,888
20,016
40,656,328
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,200
-
(1,351,842)
559,742
(84,269)
(4,931,644)
8,206,463
-
-
-
-
-
-
-
-
-
-
-
(9,797,869)
(9,797,869)
9,998
9,998
-
9,998
(9,797,869)
(9,787,871)
932,710
-
-
-
-
-
-
-
-
-
(4,200)
-
932,710
11,830,112
(4,200)
734
4,200
(1,351,842)
1,492,452
(74,271)
(14,733,713)
11,177,948
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(16,029,822)
(16,029,822)
60,595
-
60,595
60,595
(16,029,822)
(15,969,227)
2,354,463
-
-
-
-
-
-
-
-
2,354,463
(169,888)
-
(2,382,681)
38,293,663
-
(2,586)
-
-
(2,586)
54,297
66,633,057
(2,586)
4,200
(1,351,842)
3,846,915
(13,676)
(33,316,104)
35,854,261
Company statement of changes in equity
for the year ended 31 December 2016
Page 31
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share based
payment
reserve
Retained
loss
Total
equity
Balance at 1 January 2015
Loss for the year
Transactions with shareholders
Share based compensation
Issue of ordinary shares
Redemption of B ordinary shares
Exercise of options
Balance at 31 December 2015
Profit for the year
Transactions with shareholders
Share based compensation
Issue of ordinary shares
Transfer to retained earnings
Treasury shares acquired
€
€
29,747
13,984,729
-
-
8,000
(4,200)
734
-
-
11,822,112
-
-
34,281
25,806,841
-
-
-
-
-
20,016
40,656,328
€
-
-
-
-
-
-
-
-
-
-
-
-
169,888
-
(2,586)
€
-
-
-
4,200
-
€
€
€
559,742
(285,678)
14,288,540
-
(154,327)
(154,327)
932,710
-
-
-
-
-
(4,200)
-
932,710
11,830,112
(4,200)
734
4,200
1,492,452
(444,205)
26,893,569
-
-
-
-
-
-
1,006,203
1,006,203
2,354,463
-
2,354,463
-
-
-
(2,382,681)
38,293,663
(169,888)
-
-
(2,586)
Balance at 31 December 2016
54,297
66,633,057
(2,586)
4,200
3,846,915
(1,990,571)
68,545,312
Consolidated statement of cash flows
for the year ended 31 December 2016
Cash flows from operating activities
Receipts from customers
Payments to suppliers
Payments to employees
Finance charges paid
Interest received
Income tax (paid) / refund
Page 32
Note
2016
2015
€
€
6,601,222
1,996,793
(11,793,613)
(2,256,233)
(11,996,501)
(5,211,721)
(25,908)
(19,088)
871
(14,237)
20
58,628
Net cash used in operating activities
18
(17,228,166)
(5,431,601)
Cash flows from investing activities
Loans to director
Purchase of property, plant and equipment
Acquisition of intangible assets
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs
Proceeds from unpaid share capital issued in 2015
Repayment of borrowings
(252,469)
-
(527,732)
(154,989)
(428,614)
(289,293)
(1,208,815)
(444,282)
40,676,344
11,826,646
(2,382,681)
28,335
-
-
-
(108,297)
Net cash provided by financing activities
38,321,998
11,718,349
Net increase in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
19,885,017
5,842,466
2,431,632
(23,168)
12,771,127
6,951,829
Cash and cash equivalents at end of financial year
35,087,776
12,771,127
Company statement of cash flows
for the year ended 31 December 2016
Cash flows from operating activities
Payments to suppliers
Payments to group companies
Page 33
Note
2016
2015
€
€
(1,438,709)
(290,241)
(19,883,295)
(7,086,753)
Net cash used in operating activities
18
(21,322,004)
(7,376,994)
Loans to director
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs
(252,469)
(252,469)
-
-
40,676,344
11,826,645
(2,382,681)
-
Net cash provided by financing activities
38,293,663
11,826,645
Net increase in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
16,719,190
4,449,651
2,334,425
10,571,932
(5,536)
6,127,817
Cash and cash equivalents at end of financial year
29,625,547
10,571,932
Notes
1. Accounting policies – Group and Company
Page 34
Reporting entity
Oneview Healthcare PLC (“OHP”) is domiciled in Ireland
with its registered office at Block 1, Blackrock Business
Park, Blackrock, County Dublin (company registration
number 513842). The consolidated financial information
of OHP as set out for the year ended 31 December 2016
comprises OHP and its subsidiary undertakings (together
the “Group”). During 2012, OHP was incorporated for the
purpose of implementing a holding company structure.
This resulted in a group re-organisation with OHP
becoming the new parent company of Oneview Limited
(“OL”) by way of share for share swap with the existing
shareholders of OL. This has been accounted for as a
continuation of the original OL business via the new OHP
entity resulting in the creation of a reorganisation reserve
in the consolidated financial statements in the amount
of €1,347,642, (increased by €4,200, to €1,351,842 in
2013 due to the issue of B shares). No reorganisation
reserve was created at OHP company level as the fair
value was equal to the carrying value on the date of the
reorganisation.
Statement of compliance
The Group financial statements and the Company
financial statements have been prepared in accordance
with
International Financial Reporting Standards
(“IFRS”) as adopted by the European Union (EU) that
are effective at 31 December 2016. The directors have
elected to prepare the Company financial statements
in accordance with IFRS as adopted by the EU and as
applied in accordance with the Companies Act 2014.
The Companies Act 2014 permits a company that
presents its individual financial statements together with
its consolidated financial statements with an exemption
from publishing the Parent income statement and
statement of comprehensive income which forms part of
the Parent financial statements prepared and approved
in accordance with the Act.
Going concern
The Group meets
its day-to-day working capital
requirements through its cash reserves, which stood at
€35.1 million at 31 December 2016. The Group’s forecasts
and projections, taking account of reasonable possible
in trading performance and the Group’s
changes
management of its principal risks and uncertainties,
show that the Group should be able to operate within the
level of its current resources. On 17 March 2016 Oneview
Healthcare PLC listed on the ASX. The directors intend
to continue to utilise the proceeds from the IPO in the
expansion of the business in the principal territories in
which the Group operates.
After making enquiries, and including the proceeds from
an IPO, the directors have a reasonable expectation
that the Group has adequate resources to continue in
operational existence for the foreseeable future. The
Group therefore continues to adopt the going concern
basis in preparing its consolidated financial statements.
Standards and interpretations in issue but not
effective and not applied
The IASB and the International Financial Reporting
Interpretations Committee (IFRIC) have
issued the
following standards, amendments to existing standards
and interpretations that are not yet effective for the
Group:
Page 35
Standards and interpretations in issue but not effective and not applied (continued)
New/Revised International Financial Reporting Standards
Amendments to IAS 7: Disclosure Initiative
Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses
IFRS 15: Revenue from Contracts with Customers
IFRS 9: Financial Instruments
Amendments to IFRS 2: Classification and measurement of share-based payment transactions
Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts
Clarifications to IFRS 15: Revenue from Contracts with Customers
IFRS 16 Leases
Annual improvements to IFRS Standards 2014 – 2016 Cycle
IFRIC Interpretation 22 Foreign Currency transactions and advance consideration
Amendments to IAS 40 Transfer of Investment Property
Effective date ¹
1 January 2017*
1 January 2017*
1 January 2018
1 January 2018
1 January 2018*
1 January 2018*
1 January 2018*
1 January 2019*
1 January 2018
1 January 2018
1 January 2018
¹ The effective dates are those applying to EU endorsed IFRS if later than the IASB effective dates and relate to periods beginning on or after those dates detailed above.
* These are the IASB effective dates not yet endorsed under EU IFRS.
The Group is currently considering the impact of the above interpretations and amendments on future Annual Reports.
Use of estimates and judgements
The preparation of financial statements in conformity
with IFRS requires management to make judgements,
estimates and assumptions that affect the application of
policies and reported amounts of assets and liabilities,
income and expenses. Estimates and underlying
assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in
any future periods affected. Information about critical
judgements in applying accounting policies that have
the most significant effect on the amounts recognised
in the consolidated financial statements are included in
the following notes:
Revenue (f)
Intangible assets and amortisation (h)
a. Basis of consolidation
The Group
the
financial statements of Oneview Healthcare PLC and its
subsidiaries.
financial statements consolidate
Financial statements of subsidiaries are prepared for
the same reporting year as the Company and where
necessary, adjustments are made to the results of
subsidiaries to bring their accounting policies into line
with those used by the Group.
All inter-company balances and transactions, including
unrealised profits arising from inter-group transactions,
have been eliminated in full. Unrealised losses are
eliminated in the same manner as unrealised gains
except to the extent that there is evidence of impairment.
Investments in subsidiaries
b.
In the Company’s financial statements, investments in
subsidiaries are carried at cost less any provision made
for impairment.
c. Transactions eliminated on consolidation
Intra-Group balances, and any unrealised income and
expenses arising from intra-Group transactions, are
eliminated
in preparing the consolidated financial
statements.
d. Translation of foreign currencies
The presentation currency of the Group and Company
is euro (€). The functional currency of the Company
is euro. Results of non-euro denominated subsidiaries
are translated into euro at the actual exchange rates
at the transaction dates or average exchange rates for
the year where this is a reasonable approximation. The
related statements of financial position are translated
at the rates of exchange ruling at the reporting date.
Adjustments arising on translation of the results of
non-euro subsidiaries at average rates, and on the
restatement of the opening net assets at closing rates,
are dealt with in a separate translation reserve within
equity.
Transactions in currencies different to the functional
currencies of operations are recorded at the rate of
exchange ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies
are retranslated into the functional currency at the
rate of exchange at the reporting date. All translation
differences are taken to the income statement through
the finance expense line.
Income tax
e.
Income tax expense in the income statement represents
the sum of income tax currently payable and deferred
income tax.
Income tax currently payable is based on taxable
profit for the year. Taxable profit differs from net
profit as reported in the income statement because it
excludes items of income or expense that are taxable
or deductible in other years and further excludes items
that are not taxable or deductible. The Group’s liability
for income tax is calculated using rates that have been
enacted or substantively enacted at the reporting date.
Income tax is recognised in the income statement
except to the extent that it relates to items recognised
directly in equity.
Deferred income tax is provided, using the liability
method, on all differences between the carrying
amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes
except those arising from non-deductible goodwill or
on initial recognition of an asset or liability which affects
neither accounting nor taxable profit.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply in the year
when the asset is expected to be realised or the liability
to be settled.
Deferred tax assets are recognised for all deductible
differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable
that taxable profit will be available against which the
deductible temporary differences and the carry forward
of unused tax credits and unused tax losses can be
utilised. The carrying amount of deferred income
tax assets is reviewed at each reporting date and
derecognised to the extent that it is no longer probable
that sufficient taxable profit would be available to allow
all or part of the deferred income tax asset to be utilised.
f. Revenue
The Group’s revenue consists primarily of revenues from
its customer contracts with healthcare providers for the
provision and support of the Oneview Solution. Revenue
comprises the fair value of the consideration received
or receivable for the sale of products and services in
the ordinary course of the Group’s activities. Revenue is
Page 36
shown net of value-added-tax (VAT) and discounts. The
Group recognises revenue when the amount of revenue
can be reliably measured, it is probable that future
economic benefits will flow to the entity and when
specific criteria have been met for each of the Group’s
activities as described below.
Software usage and content revenue
i.
Software usage and content revenue is earned from the
use of the Group’s solution by our customers. Revenue
is earned by charging a fee based on the number of
beds for which the Oneview Solution is installed, and
is charged on a daily basis. The daily charge may vary
depending on the level of functionality and content
provided.
Contracts for the use of the Oneview Solution are
typically five years in duration with fees typically billable
annually in advance. Software usage and content
revenue are recognised on a daily basis. Revenue
recognition commences following completion of user
acceptance testing (UAT) by the customer.
Support services
ii.
Support services or maintenance for software relates
to email and phone support, bug fixes and unspecified
software updates and upgrades released during the
maintenance term. Support services for hardware
relates to phone and / or onsite support. The level of
support varies depending on the contracted level of
support.
The Company receives an annual fee, payable in
advance, for hardware and software support services
and is recognised on a daily basis over the term. The
fee is based on the number of devices on which the
Oneview Solution is installed.
License fee
iii.
License fees represent an upfront access license fee,
payable in advance. The fee is based on the number
of devices for which the Oneview Solution is installed.
The license fee is recognised over the life of the original
contract term, typically five years, as the upfront delivery
of the license does not have stand-alone value to the
customer.
Hardware
iv.
Hardware revenue is earned from fees charged to
customers for the hardware supplied to operate the
Oneview Solution. Where the Company acts as the
principal in the supply of hardware, hardware revenue
is recognised gross upon delivery of the hardware to
the customer. Where the Company acts as an agent in
the supply of hardware, the fee paid to the Company is
recognised when earned per the terms of the contract.
Revenue from hardware in the years presented in the
Page 37
financial statements are earned because the Company
has acted as the principal.
Given the methods and timing of delivery of the
hardware the Company did not hold inventory at any
year end presented in the financial statements.
Intangible assets
h.
Computer software
Acquired computer software licenses are capitalised on
the basis of the costs incurred to acquire and bring to
use the specific software. These costs are amortised
over their estimated useful lives of three to five years.
Services income
v.
Installation and integration services revenue is earned
from fees charged to deploy the Oneview Solution
and install hardware at customer sites. If the service
is on a contracted time and material basis, then the
revenue is recognised as and when the services are
performed. If it is a fixed fee, then the professional
services revenue is recognised by reference to the
stage of completion accounting method. The Group
measures percentage of completion based on labour
hours incurred to date as a proportion of total hours
allocated to the contract, or for installation of hardware
based on units installed as a proportion of the total
units to install. If circumstances arise that may change
the original estimates of revenues, costs or extent of
progress toward completion, estimates are revised.
These revisions may result in increases or decreases
in estimated revenues or costs and are reflected in the
period in which the circumstances that give rise to the
revision become known by management.
Other income
vi.
Other income includes incidental recharge of costs of
employees to customers. Revenue is recognised when
there is persuasive evidence of an arrangement, the
product or service is delivered, the fee is considered
fixed or determinable and collection of the related
receivable is considered probable.
g. Property, plant and equipment
Property, plant and equipment are stated at cost
or at valuation, less accumulated depreciation and
impairment loss.
Depreciation is calculated on a straight line basis over
the estimated useful life of the asset and any profit or loss
is recognised in the statement of total comprehensive
income for each part of an item of property, plant and
equipment. Depreciation methods and useful lives
are reassessed at each reporting date. The estimated
useful lives for additions during the current period are
as follows:
Fixtures, fittings and equipment
10% - 33% straight line
Gains and losses on disposal of an item of property,
plant and equipment are determined by comparing the
proceeds from disposal with the carrying amount of
property, plant and equipment, and are recognised net
in the consolidated statement of total comprehensive
income.
Internally generated intangible assets – research and
development
Expenditure on research activities undertaken with
the prospect of gaining new technical knowledge and
understanding is recognised in the income statement as
an expense as incurred. Expenditure on development
activities, whereby research findings are applied to
a plan or design for new or substantially improved
products or processes is capitalised if the product or
process is (i) technically and commercially feasible;
(ii) future economic benefits are probable; and (iii) the
Company intends to and has sufficient resources to
complete the development. Capitalised expenditure
includes direct labour and an appropriate proportion
of overheads. Other development expenditure is
recognised in the income statement as an expense
as incurred. Capitalised development expenditure
is stated at cost less accumulated amortisation and
impairment losses.
Amortisation is recognised in the income statement on
a straight-line basis over the estimated useful lives of
intangible assets and amortisation commences in the
year of capitalisation, as this best reflects the expected
pattern of consumption of the future economic benefits
embodied in the asset. The estimated useful lives for
the current and comparative periods are as follows:
Capitalised development costs
5 years straight line
Amortisation methods, useful lives and residual values
are reviewed at each financial year-end and adjusted
if appropriate. In 2015, as a result of a review carried
out on the useful life of its software development, the
Company reassessed the useful life from 10 years to
5 years from the date of capitalisation. This had the
effect of increasing the amortisation charge in 2015 by
€820,385 from €316,305 to €1,136,690. For 2016, the
charge has normalised based on a 5 year term.
i. Government grant
The Group recognises a government grant related to
capitalised development costs in the form of R&D tax
credits. Government grants are initially recognised
as deferred income at fair value, if there is reasonable
assurance that they will be received, they are then
recognised in profit or loss as other income on a
systematic basis over the useful life of the asset.
Grants that compensate the Group for expenses
incurred are recognised in profit or loss on a systematic
basis in the periods in which the expenses are recorded.
j. Exceptional item
The Group has used the term ‘exceptional’ to describe
certain items which, in managements view, warrant
separate disclosure by virtue of their size or incidence, or
due to the fact that certain gains or losses are determined
to be non-recurring in nature.
k. Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options
are shown in equity as a deduction, net of tax, from the
proceeds. Where ordinary shares are repurchased by the
Company they are cancelled and the nominal value of
the shares is transferred to an undenominated capital
reserve fund within equity.
l. Trade and other payables
Trade and other payables are stated at the discounted
present value of the estimated outflows of funds. Where
the maturity is less than one year they are not discounted
and are shown at cost.
m. Cash and cash equivalents
Cash and cash equivalents comprise cash balances and
cash deposits with an original maturity of three months
or less.
n. Employee Benefis
Defined contribution plans and other long term
employee benefits
A defined contribution plan is a post-employment benefit
plan under which the Company pays fixed contributions
into a separate entity and has no legal or constructive
obligation to pay further amounts. Obligations for
contributions to defined contribution pension plans are
recognised as an expense in the profit and loss account
in the periods during which services are rendered by
employees.
Share based payments
The grant date fair value of share-based payments
awards granted to employees is recognised as an
employee expense, with a corresponding
increase
in equity, over the period in which the performance
conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award
(‘vesting date’). The fair value of the awards granted is
measured based on an observable market price using
an option valuation model, taking into account the terms
and conditions upon which the awards were granted.
The amount recognised as an expense is adjusted to
reflect the actual number of awards for which the related
service and non-market vesting conditions are expected
to be met, such that the amount ultimately recognised
as an expense is based on the number of awards that do
meet the related service and non-market performance
conditions at the vesting date. For share-based payment
awards with non-vesting conditions or market conditions,
Page 38
the grant date fair value of the share-based payment
is measured to reflect such conditions and there is no
true-up for differences between expected and actual
outcomes.
Long term incentive plan (‘LTIP’)
In 2016, the Company established a LTIP Scheme under
which certain employees were granted the opportunity
to participate in a LTIP Scheme that contains both
performance and service conditions. The fair value of the
employee services received in exchange for the grant of
the ownership interest is recognised as an expense. The
total amount to be expensed over the vesting period is
determined by reference to the fair value of the awards
granted after adjusting for market based conditions
and non-vesting conditions. Service and non-market
vesting conditions including recurring revenue growth
and number of beds are included in assumptions about
the number of awards that are expected to become full
ownership interests. At each reporting date, the estimate
of the number of awards that are expected to vest is
revised. The impact of the revision of original estimates,
if any, is recognised in the income statement, with a
corresponding adjustment to equity. The total expense
is recognised over the vesting period which is the period
over which all the specified vesting conditions are
satisfied. Modifications of the performance conditions
are accounted for as a modification under IFRS 2. In
particular, where a modification increases the fair value of
the equity instruments granted, the Group has included
the incremental fair value granted in the measurement
of the amount recognised for the services received over
the remainder of the vesting period.
o. Lease payments
Payments made under operating leases are recognized
in profit or loss on a straight-line basis over the term of
the lease.
p. Finance income and finance costs
The Group’s finance income and finance costs include:
•
•
•
•
Interest income
Interest expense
Foreign currency translation expense
Bank charges
Interest income or expense is recognised using the
effective interest method.
q. Financial assets and liabilities
Trade and other receivables
Trade and other receivables are initially recognised at
fair value, which is usually the original invoiced amount
and subsequently carried at amortised cost using
the effective interest method less provision made for
impairment.
Specific provisions are made where there is objective
evidence of impairment, for example where there is an
inability to pay.
Cash and cash equivalents
For the purpose of the cash flow statement, cash
and cash equivalents include cash in hand, deposits
repayable on demand and other short-term highly liquid
investments with original maturities of three months or
less, less bank overdrafts payable on demand.
Trade and other payables
Page 39
Trade and other payables are initially recorded at fair
value, which is usually the original invoiced amount,
and subsequently carried at amortised cost using the
effective interest rate method.
Loans to and receivables from Group Companies
Loans to and receivables from Group Companies are
included in current assets on the balance sheet, except
for those with maturities greater than twelve months
after the balance sheet date, which are included in
non-current assets. Loans and receivables are initially
recorded at fair value and thereafter at amortised cost.
Financial assets or liabilities at fair value through
profit or loss
Financial instruments classified as assets or liabilities at
fair value through the income statement are financial
instruments either held for trading or designated at
fair value through profit or loss at inception. On initial
recognition, these assets are recognised at fair value,
with transaction costs being recognised in profit or loss,
and are subsequently measured at fair value. Gains and
losses on these financial assets are recognised in profit
or loss as they arise.
Page 40
2. Segment Information
We are managed as a single business unit engaged in
the provision of interactive patient care, accordingly, we
operate in one reportable segment which provides a
patient engagement solution for the healthcare sector.
Our operating segment
in a manner
consistent with the internal reporting provided to the
Chief Operating Decision Maker (CODM). Our CODM
is reported
has been identified as our executive management
team. The executive management team comprises
of the Company President, CEO, CFO and CCO. The
CODM assess the performance of the business, and
allocates resources, based on the consolidated results
of the Company.
Revenue by type and geographical region is as follows:
Contracted subscription revenue:
Software usage and content
Support income
Licence, hardware services and other income:
Licence fee
Hardware
Services income
Other income
Revenue attributable to geographic region:
Ireland
United States
Australia
Middle East and North Africa
Non-current assets by geographic region:
Ireland
United States
Australia
Middle East and North Africa
2016
€
702,178
576,876
1,279,054
252,024
5,938,232
1,517,886
41,226
7,749,368
9,028,422
2016
€
6,033
1,829,047
7,059,021
134,321
9,028,422
2016
€
1,309,752
185,835
154,572
9,581
1,659,740
2015
2015
€
339,786
401,972
741,758
176,539
976,991
425,907
7,491
1,586,928
2,328,686
2015
€
7,492
926,698
1,301,278
93,218
2,328,686
€
892,410
17,439
34,897
12,497
957,243
Major customer
Revenues from customer A and B represented 54% (2015: 34%), and 20% (2015: 0%) respectively of the Group’s total revenues in the year.
Page 41
3. Statutory and other information
Loss for the year has been arrived at after charging / (crediting):
2016
2015
Amortisation of software
Amortisation of software development costs
Depreciation of property, plant and equipment
Foreign exchange (gain) / loss
Operating lease rentals
€
7,811
359,663
138,884
(2,651,059)
449,499
€
318
1,136,690
60,416
134,944
196,023
4. Employee numbers and benefits expense
The average number of permanent full-time persons (including executive directors) employed by the Group during the year was 109 (2015:
52).
Administrative
Product development and delivery
Sales and marketing
2016
2015
Number
Number
16
76
17
109
12
34
6
52
The staff costs (inclusive of directors’ salaries) comprise:
2016
2015
Wages and salaries
Social welfare costs
Less capitalised development costs
Share based payments (note 14)
Defined contribution pension
Directors’ remuneration
Short-term employee benefits
Post-employment benefits
Share based payment
Total compensation
€
€
11,116,890
4,533,858
916,723
(353,369)
2,354,463
49,661
406,687
(174,169)
932,710
24,409
14,084,368
5,723,495
2016
2015
€
€
1,436,468
846,383
70,000
-
1,606,599
608,563
3,113,067
1,454,946
In addition to the table above deemed interest on the director’s loan as described in Note 20 is considered
director’s remuneration.
Page 42
5. Finance (charges) / income
2016
2015
Bank charges
Foreign exchange loss
Finance charges
Foreign exchange gain
Interest income
Finance income
€
(25,908)
-
(25,908)
2,651,059
871
2,651,930
6. Income tax
The components of the current tax charge for the years ended 31 December 2016 and 2015 were as follows:
2016
2015
Current tax expense
Corporation tax for the year
Foreign tax for the year
Total tax charge in income statement
Reconciliation of effective tax rate
€
(3,645)
(22,336)
(25,981)
€
(19,088)
(134,944)
(154,032)
-
20
20
€
(5,533)
(6,731)
(12,264)
A reconciliation of the expected tax credit, computed by applying the standard Irish tax rate to loss before tax to the actual tax credit, is as follows:
2016
2015
Loss before tax
Irish standard tax rate
Tax at Irish standard tax rate
Permanent items
Prior year adjustment
Current year unrecognised deferred tax
Effect of foreign tax
Income taxed at higher rate
Tax relief at source
Non-taxable income
Total tax charge
€
(16,003,841)
12.5%
(2,000,480)
(140,006)
-
1,973,842
183,379
7,596
3,645
(1,995)
25,981
€
(9,785,605)
12.5%
(1,223,201)
167,176
(9,218)
1,063,778
11,012
2,717
-
-
12,264
Page 4 3
No tax charge has been credited or charged directly to equity.
The Company has an unrecognised deferred tax asset carried forward of €3,921,995 (31 December 2015: €2,023,072). As the Company has a
history of losses a deferred tax asset will not be recognised until the Company can predict future taxable profits with sufficient certainty.
Certain prior year amounts have been reclassified for consistency with current year presentation. The reclassifications had no effect on the
reported results of the Group. The reclassification related to the research and development tax credit which was offset against the relevant
expenses, including capitalised development costs.
The unrecognised deferred tax asset at 31 December 2016 and 2015 was as follows:
Deferred tax asset
Net operating losses carried forward
PPE and intangible assets temporary differences
Excess management expenses
Provisions
Total deferred taxation asset
7. Earnings per share
Basic earnings per share
Loss attributable to ordinary shareholders
Weighted average number of ordinary shares outstanding (i)
Basic loss per share
(i) Weighted-average number of ordinary shares (basic)
Issued ordinary shares at 1 January (adjusted for bonus issue)
Effect of shares issued
Weighted average number of ordinary shares at 31 December
2016
2015
€
€
3,695,144
1,935,145
8,030
83,171
135,650
3,921,995
5,742
-
82,185
2,023,072
2016
2015
€
€
(16,029,822)
48,129,563
(0.33)
(9,797,869)
26,827,460
(0.37)
2016
2015
No.
No.
34,280,800
13,848,763
48,129,563
25,547,460
1,280,000
26,827,460
Basic loss per share is calculated by dividing the loss for the year after taxation attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the year.
Diluted earnings per share
Loss attributable to ordinary shareholders
Weighted average number of ordinary shares outstanding (i)
Weighted average number of ordinary shares
Diluted loss per share
(i) Weighted-average number of ordinary shares (diluted)
Issued ordinary shares at 1 January
Effect of shares issued
Adjustment for share options
Weighted average number of ordinary shares at 31 December
Page 4 4
2016
2015
€
€
(16,029,822)
48,129,563
48,129,563
(9,797,869)
26,827,460
26,827,460
(0.33)
(0.37)
2016
No.
2015
No.
34,280,800
25,547,460
13,848,763
1,280,000
-
-
48,129,563
26,827,460
The calculation of diluted earnings per share has been based on the profit attributable to ordinary shareholders and weighted-average number of
ordinary shares outstanding after adjustments for the effects of all dilutive ordinary shares. Potential ordinary shares are treated as dilutive when, and
only when, their conversion to ordinary shares would decrease EPS or increase the loss per share from continuing operations. As the Company is
loss making there is no difference between the basic and diluted earnings per share.
8. Intangible assets
Cost
At 1 January 2015
Additions
At 31 December 2015
At 1 January 2016
Additions
At 31 December 2016
Accumulated amortisation and impairment losses
At 1 January 2015
Amortisation
At 31 December 2015
At 1 January 2016
Amortisation
At 31 December 2016
Carrying amount
At 1 January 2015
At 31 December 2015
At 31 December 2016
Amortisation
Software
Development
costs
Total
€
-
5,727
5,727
5,727
47,078
€
€
2,879,487
283,566
2,879,487
289,293
3,163,053
3,168,780
3,163,053
3,168,780
381,536
428,614
52,805
3,544,589
3,597,394
-
318
318
318
7,811
8,129
1,277,170
1,136,690
1,277,710
1,137,008
2,413,860
2,414,718
2,413,860
359,663
2,414,178
367,474
2,773,523
2,781,652
-
5,409
44,676
1,602,317
749,193
771,066
1,602,317
754,602
815,742
Amortisation expense of €367,474 (2015: €1,137,008) has been charged in product development and delivery expenses in the income statement.
9. Property, plant and equipment
Cost
At 1 January 2015
Additions during the year
At 31 December 2015
At 1 January 2016
Additions during the year
At 31 December 2016
Depreciation
At 1 January 2015
Charge for the year
At 31 December 2015
At 1 January 2016
Charge for the year
At 31 December 2016
Net book value
At 1 January 2015
At 31 December 2015
At 31 December 2016
Page 4 5
Fixtures, fittings
and equipment
Total
€
€
150,043
154,989
150,043
154,989
305,032
305,032
305,032
527,732
832,764
305,032
527,732
832,764
41,975
60,416
41,975
60,416
102,391
102,391
102,391
138,844
241,235
108,068
202,641
591,529
102,391
138,844
241,235
108,068
202,641
591,529
Property, plant and equipment is carried at original cost less depreciation and any provision for impairment losses.
10. Investment in subsidiary companies
Shares in Group companies – unlisted, at cost:
At start of year
Additions
Share based payments relating to subsidiary entity employees
At end of year
2016
2015
€
€
1,516,377
584,402
67
2,136,063
3,652,507
-
931,975
1,516,377
Share based payments relating to subsidiary entity employees represent capital contributions made to certain subsidiary undertakings
to reflect the amounts expensed by these subsidiary undertakings for share based payment expenses. Oneview Assisted Living PTY was
incorporated in June 2016.
Page 46
As at 31 December 2016 the Company had the following subsidiary undertakings:
Name
Registered office
Nature of business
Proportion held by Group
Oneview
Limited
Oneview
KSA
Limited
Oneview
Healthcare
Inc
Oneview
Assisted
Living
Inc
Oneview
Middle East
DMCC
Oneview
Healthcare
PTY
Limited
Oneview
Assisted Living
PTY
Limited
Block 1
Blackrock Business Park
Carysfort Avenue
Blackrock
Dublin
Block 1
Blackrock Business Park
Carysfort Avenue
Blackrock
Dublin
444 North Michigan Ave
Suite 2450
Chicago
IL 60611
USA
444 North Michigan Ave
Suite 2450
Chicago
IL 60611
USA
Unit 1409
Armada-2, Plot P-2
Jemeriah Lake Towers
Dubai, UAE
Level 5
75 Miller Street
North Sydney
NSW, 2060
Level 5
75 Miller Street
North Sydney
NSW, 2060
2016
100%
2015
100%
Software
development,
distribution and
implementation
Dormant
100%
100%
Software
distribution
and
implementation
100%
100%
Dormant
100%
100%
Software
distribution
and
implementation
Software
distribution
and
implementation
100%
100%
100%
100%
Dormant
100%
100%
Shares in Group companies – unlisted, at cost:
At start of year
Additions
At end of year
Share based payments relating to subsidiary entity employees
2016
2015
€
67
1,516,377
584,402
2,136,063
3,652,507
931,975
1,516,377
€
-
Share based payments relating to subsidiary entity employees represent capital contributions made to certain subsidiary undertakings
to reflect the amounts expensed by these subsidiary undertakings for share based payment expenses. Oneview Assisted Living PTY was
incorporated in June 2016.
Page 47
11. Trade receivables and other receivables
Group
Company
2016
2015
2016
2015
Amounts falling due within one year:
Trade receivables
Prepaid expenses and other current assets
Issued and unpaid share capital
Research and development tax credit
Amounts due from Group companies
Amount due from Oneview Limited**
Sales tax recoverable
Amounts falling due after more than one year:
Research and development tax credit
Amounts due from Group Companies*
€
€
3,363,149
872,810
-
92,356
-
-
-
939,377
961,400
28,335
38,629
-
-
€
-
43,568
-
-
€
-
62,128
28,335
-
26,785,969
14,450,267
500,399
15,664
184,582
500,399
13,115
4,328,315
1,983,405
27,514,518
15,054,244
120,895
68,257
-
-
-
7,657,036
4,449,210
2,051,662
7,657,036
-
-
-
* Amounts due from Group Companies bear interest at the US risk free rate plus a margin. Loans are repayable in April and December 2018.
** Enterprise Ireland acquired convertible shares in Oneview Ltd in 2009 and 2011. These shares had a right to an interest coupon and other conversion features.
On 19 December 2013 Oneview Healthcare PLC, the Company’s parent Company, acquired these shares from Enterprise Ireland.
On the same date Oneview Healthcare PLC waived all rights to interest and convertible features. These shares are redeemable. This loan is
payable on demand and is not incurring any interest.
The fair value of trade receivables approximates to the values shown above. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable mentioned above.
The Group does not hold collateral as security. The aging analysis of past due trade receivables is set out below:
Aging analysis of past due
Current
Less than
30 days
Between
31-60 days
Between
61-90 Days
More than
90 days
Impaired
Total
As at December 2016
1,589,055
473,812
136,250
355,308
808,724
€
€
€
€
€
As at December 2015
224,867
651,869
25,826
-
36,815
€
-
-
€
3,363,149
939,377
The Group’s customers are primarily state controlled public hospitals in their relevant jurisdictions. As at 31 December 2016, a significant portion of
the trade receivables related to a limited number of customers as follows: Customer A 45% (2015: 57%), Customer B 28% (2015: -) and Customer
C 13% (2015: 35%).
Page 48
The carrying amounts of the Group’s trade receivables is denominated in the following currencies:
US Dollar
Australian Dollar
AED
Euro
12. Trade and other payables (current)
Trade payables
Payroll related taxes
Superannuation / pension
Other payables and accruals
Deferred income
Amounts due to Group companies
R&D tax credit – deferred grant income
Sales tax payable
2016
2015
€
813,741
2,536,904
6,378
6,126
3,363,149
€
351,402
553,322
30,972
3,681
939,377
Group
Company
2016
2015
2016
2015
€
€
€
€
1,039,554
701,565
77,459
1,236,341
636,775
387,606
19,253
717,434
32,002
15,290
-
19,980
-
-
109,118
228,716
1,661,907
2,300,418
-
74,000
25,754
-
-
-
-
355
-
-
-
288
-
-
4,816,580
4,061,486
156,765
248,984
13. Deferred income (non-current)
Deferred income
Group
Company
2016
2015
2016
2015
€
€
525,885
525,885
540,598
540,598
€
-
-
€
-
-
Page 49
14. Share-based payments
At 31 December 2016, the Group had the following share based payment arrangements:
a.
Employee Share Option Scheme
In July 2013, the Group established a share option program that entitles certain employees to purchase shares in the Company. Options vest over
a service period and are settled in shares. The key terms and conditions related to grants under this programme are as follows:
Grant date/employee entitled
Options granted to senior management
2016
2015
2014
2013
Total
Granted
Exercised
Forfeited
Closing
Options granted to general employees
Granted
Exercised
Forfeited
Closing
Total
660,000
1,200,000
1,590,000
1,575,000
5,025,000
-
-
-
-
(733,340)
(733,340)
(600,000)
(50,000)
-
(650,000)
660,000
600,000
1,540,000
841,660
3,641,660
683,000
550,000
150,000
160,000
1,543,000
-
-
(15,000)
(120,000)
-
-
-
-
(93,330)
(228,330)
668,000
430,000
150,000
66,670
1,314,670
1,328,000
1,030,000
1,690,000
908,330
4,956,330
The options in 2013-2015 have vesting conditions of 3 years from grant date. The options granted in 2016, have a mix of 3 and 4 year vesting terms.
The number and weighted-average exercise price of share options outstanding and exercisable at 31 December 2016 is as follows:
Outstanding at 1 January
Forfeited during the year
Replaced during the year
Exercised during the year
Granted during the year
Outstanding at 31 December
Exercisable at 31 December
Number of
options 2016
Weighted average
exercise price 2016
Number of
options 2015
Weighted average
exercise price 2015
4,348,330
(235,000)
(500,000)
-
1,343,000
4,956,330
1,212,022
€0.246
€0.690
€0.690
3,381,670
(50,000)
-
-
(733,340)
€3.144
1,750,000
€0.965
4,348,330
€0.233
971,660
€0.016
€0.001
-
€0.001
€0.581
€0.246
€0.018
The options outstanding at 31 December 2016 had an exercise price in the range of €0.01 to €4.42 (2015: €0.01 to €12.33, following share split
€0.001 to €1.233).
On 17 February 2016, the Company’s shareholders approved a bonus issue of ordinary shares to ordinary shareholders as of that date. The bonus
issue provided for each shareholder to receive 9 bonus ordinary shares for each ordinary share held at that date, affecting the equivalent of a 10-
for-1 stock split. Correspondingly, the nominal value of each outstanding share following the bonus issue has been adjusted to 1/10th of its value
immediately preceding the share split. This is reflected in the 2015 comparatives provided.
The fair value of the share options has been measured using the Black-Scholes formula. There are two different classes of grant with one vesting
in equal instalments each year for 3 years on the grant anniversary and the other vesting in full on the third anniversary of the grant date.
The weighted average of the inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plan was as
Page 50
follows:
Grant Date
Number of options
Fair Value at grant date*
Share price at grant date*
Exercise price*
Expected volatility*
Risk-free interest rate*
Expected option life
* - weighted average
2016
Range
2015
Range
1,328,000
€1.596
€4.033
€3.131
33.4%
2.3%
3 - 4 years
€0.821 to €4.310
€1.50 to €4.42
€0.001 to €4.429
33% to 36%
2% to 5%
1,030,000
€1.039
€1.500
€0.557
36.3%
5.0%
3 years
€0.879 to €1.499
€0.001 to €0.750
Operating profit for the year ended 31 December 2016, is stated after charging €1,408,873 in respect of the Employee Share Option Program (2015:
€932,710) in respect of non-cash stock compensation expense.
b.
Restricted Stock Share Plan
On 16 March 2016 the Company adopted the Restricted Share Unit Plan pursuant to which the Remuneration Committee of the Company’s board of
directors may make an award under the plan to certain executive directors. On 16 March 2016 an aggregate of 2,585,560 new shares of €0.001 each
were issued to Goodbody Trustees Ltd as restricted stock units on behalf of certain directors, with a range of performance conditions attaching to
their vesting. The shares were awarded at a price of €0.001 and vest over a service period as follows:
Award Date
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
Number of instruments
Vesting Term
Vesting condition
500,000
187,280
525,510
411,820
549,120
205,920
205,910
3 Years
3 Years
5 Years
3 Years
3 Years
3 Years
3 Years
Continued employment
Compliance with listing rules
CAGR in TSR*
CAGR in TSR*
Recurring revenue growth targets
Hospital beds targets
Assisted living beds targets
Total outstanding RSU’s
2,585,560
* Compound Annual Growth Rate in Total Shareholder Return
The fair value of the CAGR in TSR awards is based on the Monte Carlo model using the following key assumptions:
The expected life is 3 and 5 years.
No dividends will be paid over the expected life of the restricted stock units.
•
• While testing threshold levels have only been set to date for the first testing period to 31 December 2017, it is assumed that these threshold
testing levels shall remain constant for all future testing dates during the vesting period when threshold testing levels are set the value of grants
will be revised. Threshold testing levels will be set by the Remuneration Committee on or before 31 December each year for the following year.
A historic volatility approach has been assumed using comparable companies, 26.09%.
The risk free rate has been sourced from the AUD swap rate curve, 3 years, 2.30% and for 5 years, 2.44%.
The model has run 10,000 simulations.
•
•
•
The fair value of non-market performance conditions is based on the share price at the date of grant. This value is adjusted at each reporting period
to reflect management’s estimate of the achievement of the relevant targets.
Operating profit for the year ended 31 December 2016, is stated after charging €945,590 in respect of the Long term incentive plan (2015: €Nil) for
non-cash stock compensation expense.
Page 51
15. Share capital and other reserves – Group and Company
Description Authorised
Ordinary shares
“B” Ordinary share capital
Equity shares
Issued share capital
Balance at 1 January 2015
Share issue – November 2015
Redemption of B ordinary shares
Exercise of options
No of Shares
Par value of
units
2016
2015
€
100,000,000 €0.001 each
100,000
420,000
€0.01 each
4,200
104,200
€
100,000
4,200
104,200
No of
shares
Par value
of units
Share
capital
Share
Premium
Total
€
€
€
29,747,460
€0.001 each
29,747
13,984,729
14,014,476
8,000,000
€0.001 each
(4,200,000)
€0.001 each
733,340
€0.001 each
8,000
(4,200)
734
11,822,112
11,830,112
-
-
(4,200)
734
Balance at 31 December 2015
34,280,800
€0.001 each
34,281
25,806,841
25,841,122
Share issue – 16 Mar 2016
Share issue – 17 Mar 2016
Transfer to retained earnings
Balance at 31 December 2016
2,585,560
€0.001 each
2,586
-
2,586
17,430,340
€0.001 each
17,430
40,656,328
40,673,758
-
-
-
169,888
169,888
54,296,700
€0.001 each
54,297
66,633,057
66,687,354
All of the share information reflects the bonus share issue as a result of the 10 to 1 split which was approved on 17 February 2016.
On 4 November 2015, the Company issued 800,000 new shares of €0.01 each at a price per share of €15.00. The Company incurred costs of
€169,888 associated with the raising of these funds, which has been recorded against retained earnings.
On 18 December 2015, the Company redeemed 420,000 "B" Ordinary shares of €0.01 each. These shares were redeemed at par value. An ‘Other
undenominated capital’ account was created upon redemption.
On 31 December 2015, 73,334 ordinary shares were issued in respect of 73,334 outstanding share options that were exercised as at that date at a
strike price of €0.01 per share.
On 17 February 2016, the Company’s shareholders approved a bonus issue of ordinary shares to ordinary shareholders as of that date. The bonus
issue provided for each shareholder to receive 9 bonus ordinary shares for each ordinary share held as at that date, affecting the equivalent of a
10-for-1 stock split. Correspondingly, the nominal value of each outstanding share following the bonus issue has been adjusted to 1/10 of its value
immediately preceding the share split.
On 16 March 2016, the Company issued 2,585,560 new shares of €0.001 each at a price per share of €0.001. These shares are held by Goodbody
Trustees Ltd as restricted stock units on behalf of certain directors, with performance conditions attaching to their vesting. These are treated as
treasury shares.
On 17 March 2016, the Company listed on the Australian Stock Exchange and issued 17,430,340 new shares of €0.001 each at an IPO price per
share of A$3.58. The Company incurred costs of €3,126,000 associated with raising these funds of which €2,382,681 has been offset against
retained earnings and €617,319 against the profit and loss for the period (year to 31 December 2015 €126,000).
Page 52
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of
the Company. On winding up the holders of ordinary shares shall be entitled to receive the nominal value in respect of each ordinary share held
together with any residual value of the entity.
The holders of B ordinary shares are not entitled to receive dividends as declared and are not entitled to vote at meetings of the Company;
however, they are entitled to attend all meetings. On winding up the holders of B ordinary shares shall be entitled to receive the nominal value
in respect of each B ordinary share held.
Treasury reserve
The reserve for the Company’s shares comprises the cost of the Company’s shares held by the Group. At 31 December 2016, the Group held
2,585,560 of the Company’s shares (2015: nil).
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign
operations.
16. Capital and other commitments – Group and Company
There are no capital commitments at the current or prior year end.
17. Leasing commitments
At 31 December, the future minimum lease payments under non-cancellable leases were as follows:
Less than one year
Between two and five years
Closing balance
Group
Company
2016
2015
2016
2015
€
€
439,857
1,458,924
1,898,781
245,415
711,310
956,725
€
-
-
-
€
-
-
-
The Group leases a number of office facilities under operating leases.
18. Cash flow reconciliation for the year ended 31 December 2016
Page 53
Consolidated
Reconciliation of net cash used in operating activities
with loss for the year after income tax
Non-cash items
Depreciation
Amortisation of software and development costs
R&D credit recognised
Net finance costs
Share based payment expense
Foreign exchange (gain)/loss
Changes in assets and liabilities
Increase in trade and other receivables
Increase in trade and other payables
Net cash used in operating activities
Company
Reconciliation of net cash used in operating activities
with gain/(loss) for the year after income tax
Non-cash items
Share based payment expense
Foreign exchange (gain)/loss
Changes in assets and liabilities
Increase in trade and other receivables
Increase in non-current loan to Group company
(Decrease)/increase in trade and other payables
Net cash used in operating activities
2016
2015
€
€
(16,029,822)
(9,797,869)
138,884
367,474
18,400
25,908
2,354,463
(2,651,059)
60,416
1,137,008
-
19,088
932,710
134,944
(2,400,269)
947,855
(17,228,166)
(331,893)
2,413,995
(5,431,601)
2016
2015
€
€
1,006,203
(154,327)
218,785
(3,120,574)
342
-
(11,677,163)
(7,657,036)
(92,219)
(7,436,040)
-
213,031
(21,322,004)
(7,376,994)
Page 54
19. Financial instruments
In terms, of financial risks, the Group has exposure to credit risk, liquidity risk and foreign currency risk. This note presents information about the
Group’s exposure to each of the above risks together with the Group’s objectives, policies and processes for measuring and managing those risks.
The board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk
management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor
risks and adherence to the limits. Risk management systems and policies will be reviewed regularly as the Group expands its activities and resource
base to take account of changing conditions.
Credit risk
The Group’s exposure to significant credit risk relates to cash on deposit and trade receivables (note 11). The Group maintained its cash balances
with its principal financial institution throughout the periods covered by this financial information.
The Group held cash and cash equivalents of €35.1 million at 31 December 2016 (2015: €12.7 million). The cash and cash equivalents are held with
bank and financial institution counterparties, which are AA- based on Moody’s rating agency ratings.
Liquidity risk
The principal operating cash requirements of the Group include payment of salaries, suppliers, office rents and travel expenditures. The Group
primarily finances its operations and growth through the issuance of ordinary shares.
The Group’s primary objectives in managing its liquid and capital resources are as follows:
•
•
•
to maintain adequate resources to fund its continued operations,
to ensure availability of sufficient resources to sustain future development and growth of the business,
to maintain sufficient resources to mitigate risks and unforeseen events which may arise.
The Group manages risks associated with liquid and capital resources through ongoing monitoring of actual and forecast cash balances and by
reviewing the existing and future cash requirements of the business.
The following table sets out details of the maturity of the Group’s financial liabilities into the relevant maturity groupings based on the remaining
period from the financial year end date to contractual maturity date:
Group
Year ended 31 December 2016
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
2-5
years
More than
5 years
Trade and other payables
(3,080,673)
(3,080,673)
(3,080,673)
€
€
€
€
-
Year ended 31 December 2015
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
€
€
€
€
Trade and other payables
(1,761,068)
(1,761,068)
(1,761,068)
€
-
€
-
€
-
€
-
2-5
years
More than
5 years
€
-
€
-
Page 55
Company
Year ended 31 December 2016
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
2-5
years
More than
5 years
Trade and other payables
(156,765)
(156,765)
(156,765)
€
€
€
€
-
€
-
€
-
€
-
Year ended 31 December 2015
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
2-5
years
More than
5 years
Trade and other payables
(248,696)
(248,696)
(248,696)
€
€
€
€
-
€
-
€
-
€
-
Currency risk
Group
Exposure to currency risk
The table below shows the Group’s currency exposure. The Group is exposed to currency risk to the extent that there is a mismatch between
the currencies in which sales and purchases are denominated and the respective functional currencies of Group companies. The functional
currencies of Group companies are primarily euro, US dollars and Australian dollars.
The following table sets out the Group’s transaction risk in relation to financial assets and liabilities at 31 December 2016:
Cash and cash equivalents
Trade and other payables
Total transaction risk
U.S.
Dollar
2016
€
14,092,100
(33,425)
14,058,675
Australian
Dollar
2016
AED
2016
€
668,547
(4,462)
664,085
€
-
-
-
Foreign exchange gains and losses recognised on the above balances are recorded in “finance income”. The total foreign exchange gain reported
during the year ending 31 December 2016 amounted to €2,651,059 (2015: loss of €134,944).
The following table sets out the Group’s transaction risk in relation to financial assets and liabilities at 31 December 2015:
Cash and cash equivalents
Trade and other payables
Total transaction risk
U.S.
Dollar
2015
€
936,869
(244,099)
Australian
Dollar
2015
€
1,204,319
(167,638)
692,770
1,036,681
AED
2015
€
6,560
(15,218)
(8,658)
Page 56
AED
2016
€
-
-
-
-
AED
2015
€
-
-
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2016:
Cash and cash equivalents
Loan to Group company
Trade and other payables
Total transaction risk
U.S.
Australian
Dollar
Dollar
2016
2016
€
€
13,395,630
7,657,036
-
21,052,666
586,010
-
(4,462)
581,548
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2015:
U.S.
Australian
Dollar
Dollar
2015
2015
€
170,022
170,022
€
1,850
1,850
Average Rate
Closing Rate
2016
1.1062
1.4876
4.0622
2015
1.1032
1.4795
4.0511
2016
1.0536
1.4579
3.8688
2015
1.0925
1.4989
4.0117
Cash and cash equivalents
Total transaction risk
The following significant exchange rates applied during the year:
euro 1: $
euro 1: AS $
euro 1: AED
Foreign currency sensitivity analysis
A 10% weakening of the euro against the above currencies at year end would decrease the Group’s reported loss for the year and increase the Group’s
reported equity by approximately €1,635,882 (2015: reduce loss by €191,199).
A 10% appreciation of the euro against the above currencies at year end would increase the Group’s reported loss for the year and reduce the Group’s
reported equity by approximately €1,338,449 (2015: increase loss by €156,436).
Page 57
Group
The fair values of financial assets and liabilities by class and category, together with their carrying amounts shown in the statement of financial position,
are as follows:
Financial assets
Cash and cash equivalents
Trade and other receivables
Loan to director
Financial liabilities
Trade and other payables
31 December 2016
31 December 2015
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
35,087,776
4,449,210
252,469
39,789,455
35,087,776
4,449,210
252,469
39,789,455
12,771,128
2,051,662
-
12,771,128
2,051,662
-
14,822,790
14,822,790
(3,080,673)
(3,080,673)
(1,761,068)
(1,761,068)
For cash and cash equivalents, the nominal amount is deemed to reflect fair value. For receivables and payables, the carrying value is deemed to reflect
fair value, where appropriate.
Company
Financial assets
Cash and cash equivalents
Amounts due from subsidiaries
Amounts due from Oneview Limited
Trade and other receivables
Loans to Director
Loan to Group company
Financial liabilities
Amounts due to subsidiaries
Trade and other payables
31 December 2016
31 December 2015
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
29,625,547
26,786,036
500,399
228,150
252,469
7,657,036
65,049,637
29,625,547
26,786,036
500,399
228,150
252,469
7,657,036
65,049,637
10,571,932
10,571,932
14,450,267
14,450,267
500,399
103,578
-
-
500,399
103,578
-
-
25,626,176
25,626,176
31 December 2016
31 December 2015
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
(355)
(156,410)
(156,765)
(355)
(156,410)
(156,765)
(288)
(248,696)
(248,984)
(288)
(248,696)
(248,984)
For cash, cash equivalents and payables, the carrying value is deemed to reflect fair value, where appropriate. For amounts due from / due to subsidiaries
the carrying value is deemed to be fair value as the amounts are repayable on demand. For amounts due from Oneview Limited the carrying value is
deemed to be fair value as the loans are available for repayment at year end, or shortly thereafter. The loan to Group company has a maturity of April
2018, however, as the loan was issued in December 2016 the fair value has been deemed to be the same as the carrying amount.
Page 58
20. Related party transactions
The Company considers directors and Group undertakings as set out in note 10 as being related parties. Transactions with directors are disclosed in
the table below. The current directors are as set out on page 1. The directors held the following interests at:
Name
Name of company
Interest at
31 December 2016
Interest at
31 December 2015 *
James Osborne
Oneview Healthcare PLC
Ordinary shares €0.001
375,590
100,000
375,590
100,000
Number of shares
Options
Number of shares
Options
Mark McCloskey
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
6,003,478
583,330
5,997,890
783,330
989,340
-
-
-
James Fitter
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
John Kelly
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Patrick Masterson
Oneview Healthcare PLC
969,530
1,308,940
49,480
287,280
733,330
969,530
933,330
-
-
-
300,000
49,480
400,000
-
-
-
James William Vicars
Oneview Healthcare PLC
Ordinary shares €0.001
36,700
350,000
36,700
350,000
Ordinary shares €0.001
8,231,251
50,000
6,981,100
50,000
OV No.1 Pty Ltd (Note 1)
Oneview Healthcare PLC
Ordinary shares €0.001
1,521,660
-
1,521,660
-
Daniel Petre
Oneview Healthcare PLC
Ordinary shares €0.001
446,635
90,000
390,770
90,000
Mark Cullen
Oneview Healthcare PLC
Ordinary shares €0.001
1,145,770
50,000
1,145,770
50,000
Joseph Rooney
Oneview Healthcare PLC
Ordinary shares €0.001
381,920
50,000
381,920
Christina Boyce
Oneview Healthcare PLC
Ordinary shares €0.001
27,933
50,000
Lyle Berkowitz
Oneview Healthcare PLC
Ordinary shares €0.001
-
-
-
-
-
-
-
*Or date of appointment if later and after reflecting the bonus issue.
Note 1: James William Vicars and Mark McCloskey (and their families) are the beneficiaries of the OVNo.1 Pty Ltd (ATF the OV Trust). James William
Vicars and Mark McCloskey are the directors of the trustee of discretionary trust and James William Vicars is the sole shareholder of the trustee. At 31
December 2015, these interests were reported as split evenly between both beneficiaries.
The interests of directors include the interests held by the parents or children of directors in accordance with the requirements of the Australian
Corporations Act (“ASX”). The table below reconciles those interests back to the Irish Companies Act requirement disclosure:
James Osborne
James Fitter
John Kelly
31 December 2016
31 December 2015
Irish
ASX
Irish
ASX
342,250
2,248,470
326,760
375,590
2,278,470
336,760
342,250
939,530
39,480
375,590
969,530
49,480
Page 59
In accordance with the Articles of Association at least one third of the directors are required to retire annually by rotation.
No other members of management are considered key. Unless otherwise stated all transactions between related parties are carried out on an arm’s
length basis.
On 17 February 2016, the Company’s shareholders approved a bonus issue of ordinary shares to ordinary shareholders as at that date. The bonus
issue provided for each shareholder to receive 9 bonus ordinary shares for each ordinary share held as at that date, affecting the equivalent of a
10-for-1 stock split. Correspondingly, the nominal value of each outstanding share following the bonus issue has been adjusted to 1/10 of its value
immediately preceding the share split. The share split has likewise been applied to all outstanding share options in issue with the corresponding period
being restated accordingly. Directors interest at 31 December 2015 have been restated for illustration purposes to reflect the 10-for-1 stock split had it
happened prior to that date.
During 2016 “OHP” advanced an unsecured loan to a director, John Kelly, on an interest free basis for €252,469 in order to settle upfront tax charges
associated with the issue of restricted shares under the long term incentive plan “LTIP”. The loan is repayable on demand in the event of disposal of
restricted shares under the LTIP upon lifting of the relevant restrictions attached to shares. To calculate the notional interest on this loan the director
believes an interest rate of 5% and a term of 2.25 years (being the term from grant of loan to vesting of shares) is appropriate. This equates to notional
interest of €28,403 over the term which is considered directors’ remuneration, and is in addition to the amounts disclosed in note 4. The loan value
represents 0.4% of net assets of Oneview Healthcare PLC (the Company).
The Group has availed of the exemption available in IAS 24 Related Party Disclosures from the requirement to disclose details of transactions with
related party undertakings where those parties are 100 per cent members of the Group.
21. Auditors Remuneration
Auditors Remuneration
Audit fees
Other assurance fees
Tax fees
Other non – audit assurance services*
* - Fees include IPO related activity
Year ended 31 December 2016
Year ended 31 December 2015
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
Total
€
110,000
€
-
€
€
110,000
50,000
6,000
23,544
29,544
152,000
43,824
195,824
106,500
106,500
213,000
4,000
8,800
-
€
-
23,544
-
-
€
50,000
27,544
8,800
-
374,500
173,868
548,368
62,800
23,544
86,344
Audit fees for the Company for the year is included in the amount above, and is set at €10,000 (2015: €7,000).
22. Subsequent events
There were no post balance sheet events that would require disclosure or adjustment to the financial statements.
23. Approval of financial statements
The financial statements were approved by the board on 27 Februrary 2017.
Page 60
Additional ASX Info
Shareholder Information
As of 17 March 2017, the issued share capital of Oneview Healthcare PLC consists of 54,296,700 ordinary shares of
€0.001 each held by 501 security holders. These shares are held by CHESS Depositary Nominees Pty Ltd (CDN), quoted
on the ASX in the form of CHESS Depositary Interests (CDIs) and held by 501 CDI holders. The top 20 security holders
held 42,139,007 CDIs comprising 77.6% of the issued capital. The Company’s ASX issuer code is ONE.
At a general meeting of the Company, every holder of CDIs is entitled to vote in person or by proxy or attorney, or in
the case of a body corporate, its duly authorised representative, and on a show of hands every person present who
is a member has one vote, and on a poll every person present in person or by proxy or attorney or duly authorise
representative has one vote for each CDI held by that person, except that in the case of partly paid CDIs the voting rights
of a CDI holder are pro rata to the proportion of the total issued price paid up (not credited) on the CDIs.
Distribution of CDI holdings
Range
1 - 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
No of holders
No of CDI’s
% of issued capital
142
158
53
100
48
501
67,444
380,714
385,745
3,022,500
50,440,297
54,296,700
0.1%
0.7%
0.7%
5.6%
92.9%
100%
There were 11 shareholders, with a total of 185 shares, holding less than a marketable parcel under the ASX listing rules.
The ASX listing rules define a marketable parcel of shares as “a parcel of not less than A$500”.
Twenty largest holders of CDI securities
Rank Holder
No of CDI’s % of issued capital
Page 61
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Mark McCloskey
HSBC Custody Nominees (Australia) Ltd
Manderrah Pty Ltd
RBC Investor Services Australia Nominees Pty Ltd
Goodbody Trustees Ltd
HSBC Custody Nominees (Australia) Ltd - A/C 2
BNP Paribas Nominees Pty Ltd
UBS Nominees Pty Ltd
Citicorp Nominees Pty Ltd
Cicerone Pty Ltd
OV No.1 Pty Ltd
J P Morgan Nominees Australia Ltd
Golden Growth Ltd
Freshwater Superannuation Pty Ltd
CJH Holdings Pty Ltd
CJH Holdings Pty
James Fitter
Mr Peter Langley Faulkner
Patrick O'Sullivan
20
SCF Investment Holdings Ltd
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
Substantial shareholders
5,997,890
5,957,677
3,831,480
2,915,800
2,585,560
2,576,403
2,395,026
2,138,694
1,660,192
1,574,120
1,521,660
1,507,413
1,145,770
1,130,320
1,052,900
966,410
931,030
794,932
728,480
727,250
42,139,007
12,157,693
54,296,700
11.1%
11.0%
7.1 %
5.4%
4.8%
4.8%
4.4%
3.9%
3.1%
2.9%
2.8%
2.8%
2.1%
2.1%
1.9%
1.8%
1.7%
1.5%
1.3%
1.3%
77.6%
22.4%
100%
As of 17 March 2017, there were 4 shareholders who held a substantial shareholding within the meaning of the
Australian Corporations Act. A person has a substantial holding if the total votes they or their associates have relevant
interests in is 5% or more of the total number of votes.
Range
James William Vicars
Mark McCloskey
OV No.1 Pty Ltd (ATF the OV Trust) (Note 1)
Wilson Asset Management Group
Total
No of CDI’s
% of issued capital
8,381,251
6,992,818
1,521,660
3,054,596
19,950,325
15.4%
12.9%
2.8%
5.6%
36.7%
Note 1: James William Vicars and Mark McCloskey (and their families) are the beneficiaries of the OVNo.1 Pty Ltd (ATF the OV Trust). James William Vicars and Mark
McCloskey are the directors of the trustee of discretionary trust and James William Vicars is the sole shareholder of the trustee.
Securities subject to voluntary escrow
The following securities are subject to voluntary escrow following the Company’s listing on 17 March 2016:
Page 62
Description
Fully paid ordinary €0.001 securities – escrowed to 16 March 2018
Options – strike price €0.001 – vested 8/10/14 – escrowed to 16 March 2018
Options – strike price €0.001 – vested 8/10/15 – escrowed to 16 March 2018
Options – strike price €0.001 – vested 8/10/16 – escrowed to 16 March 2018
Options – strike price €0.001 – vesting 31/12/17 – escrowed to 16 March 2018
Options – strike price €1.233 – vesting 31/12/17 – escrowed to 16 March 2018
Options – strike price €0.001 – vesting 31/12/18 – escrowed to 16 March 2018
Options – strike price €0.75 – vesting 31/12/18 – escrowed to 16 March 2018
Options – strike price €0.001 – vesting 10/2/19 – escrowed to 16 March 2018
On market buyback
The Company is not currently conducting an on market buyback.
Securities purchase on-market
Number on issue
1,220,848
1,220,848
100,000
100,000
466,660
1,250,000
40,000
250,000
100,000
50,000
2,356,660
No securities were purchased on-market in the period from listing on 17 March 2016 under or for the purpose of an
employee incentive scheme or to satisfy the entitlements of holders of options or other rights to acquire securities
granted under an employee incentive scheme.
Shareholder information
The name of the Company Secretary is Patrick Masterson. The address of the registered office is in Ireland at Block 1,
Blackrock Business Park, Blackrock, Co Dublin, Ireland. Our principal business address in Australia is Level 5, 75 Miller
Street, North Sydney, NSW 2060. The Company is listed on the Australian Securities Exchange. Registers of securities
are held by Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney, NSW 2001, Australia. Their
local call number is 1300 850 505 with international call being +61 3 9415 4000.
Appendix: Risks (Unaudited)
Page 63
A. Specific risks
Oneview operates in a competitive industry
Oneview's operating performance
influenced
by a number of competitive factors including the
success and awareness of its brand, its sophisticated
technology and its commitment to ongoing product
innovation.
is
The industry in which Oneview operates, both within
Australia, the U.S. and the U.A.E., and globally, is subject
to increasing domestic and global competition and any
change in the foregoing competitive factors, or others,
may impact Oneview's ability to execute its growth
strategy. As such, there is a risk that:
•
•
•
increase
• Oneview may fail to anticipate and adapt to
technology changes or client expectations at the
same rate as its competitors;
existing competitors could
their
competitive position through aggressive marketing,
product innovation or price discounting;
existing or new competitors could offer software
with less functionality but at a more competitive
price, which may affect Oneview’s ability to sustain
or increase prices;
customers who currently utilise current Patient
Engagement Solutions systems offered by existing
competitors (including local operators in specific
markets or those with a greater market share
in certain markets), which have often been in
place for a considerable period of time or have
onerous termination clauses, may determine that
it is prohibitively costly and/or time consuming to
adopt the Oneview Solution;
new competitors, including large global Electronic
Health Records “EHR” corporations or
large
software vendors operating in adjacent industries,
enter the market - these corporations may have
well recognised brands, longer operating histories
or pre-existing contract relationships, or greater
financial and other resources to apply to R&D
and sales marketing, which may make them able
to expand in the Patient Engagement Solutions
industry more aggressively than Oneview and/or
better withstand any downturns in the market.
•
Failure to protect intellectual property
Oneview relies on its intellectual property rights and
there is a risk that Oneview may fail to protect its rights
for a number of reasons. Oneview has historically used
a mixture of legal (e.g. confidentiality agreements and
code of conduct agreements) and technical (e.g. data
encryption) methods to protect its intellectual property.
As Oneview grows and spreads out geographically,
there is a risk that these actions may not be adequate and
may not prevent the misappropriation of its intellectual
property or deter independent development of similar
products by others.
If Oneview fails to protect its intellectual property
rights adequately, competitors may gain access to
its technology which would in turn harm its business,
financial performance and operations.
Risk that the Oneview Solution is disrupted,
fails or ceases to function efficiently
Oneview depends on the performance and reliability
of its technology platform. There is a risk that the
Oneview Solution contains defects or errors, which
become evident when the software is implemented
for new customers or new versions or enhancements
are rolled out to existing customers, which could
harm Oneview’s reputation and its ability to generate
new business. Further, Oneview typically warrants its
software for the life of the customer contract so defects
in existing or future developed products and services
may lead to warranty claims by customers which could
have a material adverse effect on Oneview's financial
performance.
Failure to retain existing customers and
attract new business
Oneview's business is dependent on its ability to retain
its existing customers and attract new customers.
There is a risk that existing Oneview customers
terminate their contracts without cause on short
notice and without financial penalty or do not renew
their contracts when the initial contract term comes to
an end (generally 3 to 5 years after commencement).
There is also a risk of delay or cancellation of projects
that Oneview successfully
for and/or
termination of customer contracts that Oneview has
entered into but not yet commenced implementing. If
this was to occur in relation to a number of different
new customer relationships, it would have a negative
impact on Oneview's successful implementation of
its business strategy, having an adverse impact on its
business, financial performance and operations.
tendered
Page 64
target markets implement healthcare policy changes
that have an effect on Oneview's business and, whilst
such changes can create opportunities for Oneview,
there is also potential for these changes to favour
competitor offerings or to require Oneview to re-
engineer its products.
There is also a risk that government policy changes result
in a reduction in healthcare funding, including specific
funding for Healthcare Information Technologies “HCIT”
initiatives. If funding is reduced or discontinued, this
could influence the extent to which customers purchase
the Oneview Solution, which would have an unfavourable
impact on Oneview's future financial performance.
For example, there is a risk that macroeconomic factors,
such as the current low price of oil in the Middle East,
could have an effect on public spending policies in the
U.A.E which could, in turn, impact public spending on
Patient Engagement Solutions, impeding Oneview's
ability to execute its growth strategy and expand its
presence in the U.A.E.
Issues associated with implementation,
installation and hardware procurement
services
Customers have frequently required Oneview to contract
with third party suppliers to source and install the
appropriate hardware to operate the Oneview Solution.
There is a risk that Oneview is required to fund the
hardware procurement costs where it is unable to
negotiate preferential payment terms with its customers
or alternatively encourage its customers to enter into
direct contracts with third party hardware providers. A
requirement to fund hardware procurement costs has an
initial negative cash-flow impact and any interruptions in
the timing for hardware installation can result in further
delayed realisation of cash flows.
Oneview's reliance on third parties to deliver and support
its products also exposes it to risks where those third party
suppliers do not satisfy their obligations in accordance
with their contract with Oneview. For example, where the
product delivered and installed by a third party hardware
provider does not match contracted requirements, this
can lead to disruptions in the implementation process,
operational or business delays, damage to Oneview’s
reputation, claims against Oneview by its customers
and potential customer disputes and/or the eventual
termination of customer contracts. Oneview’s third
party technology supplier contracts may also not entitle
the Company to recover all of the losses it may suffer.
Reliance on attracting and retaining skilled
personnel
Oneview
is reliant on the talent, effort, expertise,
industry experience and contacts, and leadership of
its Management. Whilst Oneview has entered into
employment contracts with all Management personnel,
their retention cannot be guaranteed, and the loss of
any senior members of management and the inability
to recruit suitable replacements represents a material
risk to Oneview, which may have a material impact on its
business, financial performance and operations.
There is also a risk that, as Oneview grows, it cannot
attract and retain personnel with the necessary industry
experience, expertise and ability to execute its strategy,
such that its future growth may be restricted and the
quality of its services and revenues reduced, with a
corresponding adverse impact on its business, financial
performance and operations.
Failure to successfully implement its business
strategy
Oneview is an early stage company with limited trading
history. There is a risk that Oneview's business strategy
or any of its growth initiatives will not be successfully
implemented, deliver the expected returns or ultimately
be profitable.
if
implementation
Implementing the Oneview Solution for a large number
of new customers will test the business' execution
capabilities. If Oneview is unable to successfully
implement the Oneview Solution for new customers,
is unexpectedly delayed or
or
implementation costs overrun, Oneview may not
generate the financial returns it intends. There is also
a risk that Oneview is unable to scale fast enough to
secure and implement all the opportunities that may
present themselves in the future.
Growth into new markets may be inhibited by unforeseen
issues particular to a territory or sector, including the
need to invest significant resources and management
attention to the expansion, and the possibility that the
desired level of return on its business will not be achieved.
Public healthcare funding and other regulatory
changes
Oneview’s business plan and strategy has been
formulated based on prevailing healthcare policy in its
current target markets (i.e. the U.S, Australia and the
U.A.E). It is possible that governments in Oneview's
Page 65
U.A.E operations are denominated in Australian dollars,
U.S. dollars and U.A.E. dirham, respectively. Oneview is
therefore exposed to the risk of fluctuations in the euro
against those currencies, and adverse fluctuations in
exchange rates may negatively impact the translation of
account balances and profitability from these offshore
operations.
B. General risks
Economic and government risks
The future viability of the Company is also dependent
on a number of other factors affecting performance
of all industries and not just the technology industry,
including, but not limited to, the following:
•
general economic conditions in jurisdictions in
which the Company operates;
changes in government policies, taxation and
other laws in jurisdictions in which the Company
operates;
the strength of the equity and share markets in
Australia and throughout the world, and in particular
investor sentiment towards the technology sector;
•
•
• movement in, or outlook on, interest rates and
inflation rates in jurisdictions in which the Company
operates; and
natural disasters, social upheaval or war
jurisdictions in which the Company operates.
in
•
Ability to access debt and equity markets on
attractive terms
In the future, Oneview could be required to raise
capital through public or private financing or other
arrangements. Such financing may not be available
on acceptable terms, or at all, and a failure to raise
capital when needed could harm Oneview's business.
If Oneview cannot raise funds on acceptable terms,
it may not be able to grow its business or respond to
competitive pressures.
Reliance on its core product and failure to
develop new products
Oneview derives all of its revenue from the sale and
associated installation of the Oneview Solution and
relies on its ability to develop new products, features
and enhancements to the Oneview Solution. There is a
risk that upgrading the Oneview Solution or introducing
new products, such as the Digital Care Management
Platform may result in unforeseen costs, may fail to
achieve anticipated revenue or may not achieve the
intended outcomes. A failure by Oneview to develop
successful new products, features and enhancements
to the Oneview Solution would have an adverse impact
on its ability to develop customer relationships and
maintain current relationships.
Loss or theft of data and failure of data
security systems
There is a risk that the Oneview Solution is the subject
of a cyber-attack which could compromise or even
breach the technology rendering the Oneview Solution
unavailable for a period until the software is restored
and / or resulting in the loss, theft or corruption of
sensitive data (including patient's data). The effect of
such a cyber-attack could extend to claims by patients,
reputational damage. Such circumstances could
negatively impact upon Oneview’s business, financial
performance and operations.
Market adoption of Patient Engagement
Solutions
If the Company’s Patient Engagement Solutions
platform is not widely accepted for use by healthcare
providers, including as a result of the Company's
failure to prove return on investment, or if the market
for Patient Engagement Solutions in the healthcare
industry fails to grow at the expected rate, demand for
the Oneview Solution could be negatively impacted and
the Company’s ability to sustain and grow its business
may be adversely affected.
Exchange rate risk for international
operations
Oneview's financial reports are prepared in euros.
However, revenue, expenditure and cashflows, and
assets and liabilities from Oneview’s Australian, U.S. and
United States
Chicago
+1 312 763 6800
Ireland
Dublin
+353 1 524 1677
Middle East
Dubai
+971 4 399 8399
Australia
Sydney
+61 2 9922 2720
oneviewhealthcare.com
We see a better way.