ANNUAL
REPORT 2017
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 29
Notes 36
Additional ASX Info 62
Appendix: Risks (Unaudited) 65
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
Joseph Rooney (Interim Chairman)
James Osborne (Former Chairman)
Mark McCloskey
James Fitter
John Kelly
Christina Boyce
Mark Cullen
Patrick Masterson
Daniel Petre
Dr. Lyle Berkowitz
Michael Stanley
James William Vicars
Nationality
Irish
Irish
Irish
Australian
Irish
Australian
Australian
Irish
Australian
USA
Irish
Australian
(Appointed 7 February 2016)
(Deceased 17 August 2017)
(Appointed 19 April 2016)
(Resigned 7 February 2016)
(Appointed 9 September 2016)
(Resigned 7 February 2016)
Joseph Rooney
Independent Chairman
Joseph joined Oneview in 2016 and assumed the role of Interim Chairman upon the recent death of James
Osborne. Joseph is also Chair of Fundraising for the Clongowes Wood College Foundation. 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 Global
Strategy and trustee of their UK pension fund.
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 year’s 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.
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 2017, and the number of meetings attended by each director were:
Joseph Rooney – Interim Chairman
James Osborne – Former Chairman
Mark McCloskey
James Fitter
John Kelly
Lyle Berkowitz
Christina Boyce
Mark Cullen
Daniel Petre
James William Vicars
Full Board
Audit and Risk
Remuneration &
Nomination
Eligible to
attend
Attended
Eligible
to attend
Attended
Eligible to
attend
Attended
7
4
7
7
7
7
7
7
7
7
7
4
7
7
7
7
7
6
4
7
4
-
-
-
-
-
4
4
-
-
4
-
-
-
-
-
4
4
-
-
2
1
-
-
-
-
-
3
-
3
2
1
-
-
-
-
-
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
Solicitors
A&L Goodbody
25-28 North Wall Quay
Dublin 1
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
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
Nicholas Brown (Appointed 15 May 2017)
Company Website
oneviewhealthcare.com
Page 7
Chairman’s
Letter
Dear Shareholders,
On behalf of your Board of Directors, it is my
pleasure to present to our shareholders the Oneview
Healthcare Annual Report for the financial year
ended 31 December 2017.
We were delighted with the support we received
from existing and new investors which allowed us
to raise equity of approximately A$30 million in
December 2017. The fresh equity provides us with the
financial flexibility to execute on our business plan in
2018 and beyond. 2017 was a challenging year for
Oneview in that the key U.S. healthcare market was
negatively impacted by the Presidential attempts to
overturn the Affordable Care Act. Notwithstanding
this, Oneview saw almost a doubling of contracted
beds and a 66% increase in our recurring revenue.
More importantly 2017 saw Oneview widen its
product offering beyond the core Inpatient product
and into the senior living market, the out-patient
market, through Connect, as well as introducing a
clinical pathways product. By the end of the year
Oneview had signed a 5-year R&D agreement with
the University of Oxford and Oxford University
Hospitals NHS Foundation Trust to expand the
pathways program to cancers beyond prostate.
Oneview Connect saw its first contracts awarded in
the first half of the year in Australia and the second
half in the U.S.
Oneview’s objective
is enabling healthcare
organisations to make use of consumer technologies
Page 8
sensors.
It represents an exciting market for
development, with limited penetration of technology
to date and an addressable market 2.5x to 3x the size
of the acute hospital market.
Patient Pathways: The development of the Patient
Pathways product
the digitisation of
targets
various clinical pathways. Following the successful
completion of a significant patient trial covering
prostate cancer the clinical pathways product will be
deployed across other cancers.
In the financial year to 31 December 2017, Oneview
saw strong growth across a number of key financial
metrics and ended the year with a strong balance
sheet, under-pinned by €28.6m in cash reserves. Our
strong balance sheet and enhanced product range
puts us in a position to deliver on our core objectives
for 2018 and beyond.
I took over the position of Chairman in August 2017
following the sad passing of James Osborne. James,
in his role as our Chairman, made an exceptional
contribution to all of us at Oneview, as he did to Irish
corporate life in general. James was an incredibly
positive force and was held in the highest esteem by
everyone at Oneview. He is missed as a colleague
and as a friend.
I would like to thank the independent directors,
whose profiles are listed earlier in this report. They
are an excellent group of senior leaders, drawing
from their experience across disparate 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 in the face of difficult circumstances and have
strengthened the company through the development
and successful deployment of a number of new
products. Finally, I would like to thank our hospital
and healthcare clients who rank amongst the most
respected providers in their respective fields across
the world.
Joe Rooney
Chairman
to drive cost efficiencies, improvements in clinical
outcomes and enhanced patient satisfaction, leading
to overall excellence in healthcare economics and
the quality of care. Oneview’s product offering
covers four key products across the continuum of
care: Inpatient, Connect, Senior Living and Patient
Pathways.
Inpatient: The Inpatient Platform allows for active
collaboration between patients and clinical staff.
Enriching the overall patient experience, the Oneview
Inpatient Platform 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. The Inpatient Platform can also 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 and data and analytics
which enable staff to identify areas for improvement.
The Inpatient Platform is live and installed at 3,582
beds across 28 healthcare facilities in the United
States, Australia, the United Arab Emirates and
Ireland, with a further 5,416 beds contracted but
yet to be installed. 2017 saw the development of
an Android version of the Inpatient platform, which
will materially lower cost of ownership for Oneview
customers versus the Windows Inpatient Platform,
thereby significantly increasing a customer’s return
on their investment.
Our Connect mobile application
Connect:
enables healthcare providers to connect with
consumers throughout the full patient journey from
pre-admission to post-discharge. It is a mobile
application which provides secure access on
Android or iOS smartphones. Connect is already
demonstrating significant efficiencies in key areas
such as appointment scheduling and reduction of
patient no-shows.
Senior Living: Our Senior Living solution is an
extension of
targeting
resident experience, communication with clinicians
and family members as well as monitoring through
Inpatient Platform,
the
CEO Report
Page 9
“One of the key value drivers of the Oneview
platform is the open nature of our architecture and
the move to an Android client allows our customers
to expand the range of third-party applications
that can be deployed on the Oneview platform
at the bedside. This vision is central to our value
proposition.”
2017 marked our second year as a public company and
brought with it many significant milestones in our key
markets of Australia, the United States and the United
Kingdom. These include a number of firsts for the
company including:
First inpatient deployment of our new Android client
•
First inpatient deployment on Windows 10
•
First deployment of Connect in Australia
•
First sale of Connect in United States
•
•
First swap-out of our largest competitor in the US
• Completion of the prostate cancer pilot in the UK
First SMART on FHIR1 development at Oxford
•
First Senior Living revenue recognised
•
The company continues to grow its pipeline of new
business opportunities in all its key target markets.
Inpatient Platform
This has been the backbone of the Oneview business
since our foundation. We have come a long way from
our first live deployment in 2015 finishing the year with
over 50 hospitals contracted globally of which 28 are
currently live and leveraging the power of the Oneview
platform for their patients on a daily basis. Of the
remaining 23 contracted but not yet installed we expect
the majority of these to go-live during 2018.
Sales of the company’s inpatient solution in the crucial
North American market were negatively impacted by
general procurement inertia in the healthcare industry
following the change of administration in Washington
in January 2017. This was driven by the new President’s
high-profile attempt to overturn the Affordable Care
1
apps designed to promote interoperability.
SMART on FHIR is an open standards-based platform for medical
Act (also known as “Obamacare”). Whilst ultimately
unsuccessful this regulatory uncertainty had a negative
impact on market sentiment and procurement.
Going forward we do not envisage the transition to
value-based care to be reversed. This trend, along with
the mandatory digitisation of electronic medical records
in the United States, remains one of the key enablers of
our business.
One of the most significant, and perhaps
least
understood, developments in 2017 was the expansion
of our product offering to include an in-room Android
solution for two of our most important US clients, NYU
Langone and BJC Healthcare. One of the key value
drivers of the Oneview platform is the open nature of
our architecture and the move to an Android client
allows our customers to expand the range of third-party
applications that can be deployed on the Oneview
platform at the bedside. This vision is central to our
value proposition.
One of the key benefits of the expansion to an Android
platform has been to materially lower the total cost of
ownership for Oneview customers by reducing in-room
hardware costs by as much as 30% to 50%, thereby
making our core platform an even more compelling
proposition from a return on investment perspective.
Our prospective clients’ anticipation of the delivery
of this lower-cost Android platform cannibalised our
inpatient sales activity during the latter half of 2017.
Given the material cost savings going forward we
expect this trend to be reversed in 2018 – something
we have already witnessed with the signing of the Mater
Misericordiae Limited in Brisbane.
The first deployment of the new Android client to
BJC Healthcare took place in December 2017 and will
continue throughout the first half of 2018.
Despite the challenging macro backdrop, we signed
Lancaster General Health (LGH) in March. LGH is a
663 bed, not-for-profit health system in Lancaster, PA.
Thankfully the politically inspired inertia thawed as the
year wore on and it became clear to the market that
attempts to reform the healthcare model had been
unsuccessful.
August saw us announce the very significant signing
of University Hospitals Cleveland, where we were
commissioned to swap-out our largest competitor in
the North American market in 1,300 inpatient beds
across 7 hospitals.
Finally, we announced the continued expansion of
our relationship with the University of California San
Francisco with the expansion to the UCSF Benioff
Children’s Hospital Oakland and UCSF Parnassus,
thereby more than doubling our existing bed count with
UCSF Medical Center, the 5th ranked2 hospital group in
the United States.
Immediately after year-end we were delighted to sign a
significant enterprise contract with Mater Misericordiae
Limited, for 904 inpatient beds across 9 hospitals
throughout Brisbane, Redland and Springfield
in
Queensland, Australia. We also announced a six-year
contract extension with our first Australian customer
Chris O’Brien Lifehouse in Sydney. These renewals are
a great endorsement of our product particularly with
this world-renowned cancer centre that prides itself on
patient-centric care.
Patient Pathways
In the UK, the company completed a highly successful
pilot program for prostate cancer pathways with the
University of Oxford and Oxford University Hospitals
NHS Foundation Trust, which culminated in the signing
of a 5-year R&D agreement in December to expand the
pathways program to as many as 20 additional cancers,
other than prostate cancer. The pathway is now being
configured for commercial deployment as our first
SMART on FHIR application at Oxford in the first quarter
of 2018. This marks our first foray into the UK market
which is home to the largest public health system in the
world and which I expect will be a significant contributor
to revenue in the years ahead.
the world
Along with our partners we expect to commercialise the
new products globally, helping healthcare organisations
around
to digitise care pathways,
connecting information across systems to drive clinical
transformation and reduce variation. The pilot was an
excellent example of Oneview’s capabilities in agile
development, with our team working side-by-side with
the Oxford clinicians to solve real-world problems. The
Page 10
prostate cancer pilot succeeded in the areas of clinical
staff uptake, exceeding wait time goals and providing an
easy-to-use interface that the clinicians embraced.
Connect
In July, we deployed the inaugural version of our mobile
application, Oneview Connect at the Sydney Children’s
Hospital Network (“SCHN”) in Sydney, Australia. This
was initially tested across three patient trial groups
representing approximately 350 patients with full
into SCHN’s electronic medical record
integration
allowing for dramatically improved workflow for patients
and clinicians alike.
Branded at SCHN as “My Health Memory” Connect is
a fully-integrated smartphone application for patients
and families opening up exciting new ways for them to
communicate, manage appointments and share health
information. Over the coming months, the My Health
Memory App will also support hospital documentation
including care plans, discharge summaries and
educational content. Patients will also be able to
complete pre-admission forms and surveys.
The very positive results of the trial groups have led
to the decision to deploy the application hospital-
wide beginning next month. Over the next 12 months
approximately 100,000 unique patients will be given
the opportunity to register and use Connect to help
take control of managing their own care. This digital
transformation will be life-changing for many of the
families who form part of over 1 million outpatient visits
managed annually by SCHN.
On the back of the early encouraging results from
SCHN we signed our inaugural North American contract
for Connect, in September at the highly inspirational
St. Jude Children’s Research Hospital in Memphis,
Tennessee, the #1 ranked paediatric cancer hospital in
the United States3 .
We have received several inbound customer RFPs and
requests for engagement around the Connect product
and anticipate further growth through 2018.
Senior Living
Our burgeoning senior living business also came to
life during the year with the hardware deployment and
integration testing of our first senior living customer in
Australia, Thomas Holt. This inaugural deployment at
their greenfield 120 bed development in Kirrawee, NSW
is scheduled to go-live in Q2 2018.
We are in advanced discussions with some major senior
living providers both in Australia and the US. The hiring
of a Senior Living sales leader for the US is starting
to pay dividends, and feedback on the Senior Living
product, which is an end-to-end integrated platform for
each step of a senior living provider’s journey, has been
very positive.
2
August 8th 2017
US News & World Report “2017-18 Best Hospitals Honor Roll” –
3
August 8th 2017
US News and World Report “2017-18 Best Hospitals Honor Roll” –
2017 Operational & Financial Review
Page 11
Oneview achieved an impressive 66% yoy growth in
recurring revenue to €2.55m in 2017. This growth will
continue to accelerate in 2018 as we implement our
existing contracted book of business.
Following the successful equity raise which completed
in December, we ended the year with a much-
strengthened balance sheet with net assets of €30.2m
underpinned by €28.6m of cash on hand.
In November, your board took the decision to raise
fresh capital to strengthen the balance sheet and allow
us to deliver our much expanded product offering in
2018 and beyond. This decision was taken primarily
to compensate for the slower than expected US sales
in the first half of the year. Accordingly, the company
completed an institutional offer issuing 10,877,705 new
shares of €0.001 each at a price per share of A$2.00. On
11 December 2017 the company completed a retail offer
issuing 4,127,818 new shares of €0.001 each at a price
per share of A$2.00. The net proceeds of the combined
offerings was €17.8m
As of 31 December 2017, we have achieved a 74%
increase in contracted beds since 31 December 2016
with 9,000 beds contracted across 51 hospital locations.
The implementation pipeline has showing very strong
growth representing 115% yoy to 5,416 beds across 23
hospitals. The total number of beds where we have
submitted a request for pricing (RFPs) showed 69%
growth to 12,990 beds.
In the first two months of 2018 we have received
additional RFP’s for a further 3,200 beds which is highly
encouraging.
Contracted Bed & Pipeline Developments
15,207
12,990
6,047
5,416
5,181
3,292
3,856
3,582
2,666
1,294
2,515
1,998
9,903
8,998
7,704
5,508
5,508
4,923
4,510
1,896
Beds Live
Contracted Not Yet Installed
Total Contracted
Preferred Tendered / In Contract
Negotiation
Submitted RFP
IPO
Dec 2016
Dec-17
Jan-18
Following a significant investment during 2016 in people
and facilities following our IPO where we increased our
headcount by 136%, 2017 saw more modest headcount
growth with year-end headcount of 162 (up 7% from 151
in December 2016) with nominal increases in the areas of
R&D technology, implementation and sales leadership.
We are incredibly proud of the quality of our people and
our product suite and believe their continuous innovation
will help differentiate Oneview in the market.
Whilst it is a dramatically overused cliché to say your
company is making a difference, it has never been more
evident when we see the joy of our patients and their
carers using the Oneview platform.
+66%
Recurring revenue
66%
increase
revenue from €2.55m.
in recurring
€28.6 M
Cash
€28.6m in cash as of 31
December 2017.
2018 and beyond
2018 should be a transformational year for the company
as all four of our products become revenue generating
for the first time. The early level of inbound interest
for our inpatient platform since year-end is highly
encouraging and the response to our revised Android
pricing has been universally positive.
The successful completion of pilots at the Sydney
Children’s Hospital Network and the Oxford NHS Trust
augur especially well for the commercialisation of
Connect and Pathways respectively. These products
will bring in higher gross-margin recurring revenue
and require minimal if any hardware investment for the
client. This change in business mix should ultimately be
very positive for overall group margins.
We will of course continue to invest in our people,
culture and systems that support the Company but
do not expect to increase headcount materially during
2018. Instead significant investment is being made
on the consolidation of knowledge and training within
the Company and continued enhancement of our
implementation framework to deploy faster and more
efficiently.
From a sales perspective, our clients remain our most
important salespeople. With a rapidly expanding
deployed base, referral sales are likely to accelerate. Our
direct sales force continues to actively target the most
innovative hospitals in the world with the majority of our
Page 12
success expected to continue coming from the North
American and Australian markets. Early indications
suggest that the UK will become a material business for
us in 2018 as we continue to commercialise our prostate
cancer pathways. The expanded functionality and lower
hardware cost of our Android inpatient solution will help
increase market penetration.
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. Likewise, I would
like to personally thank all our staff and especially our
senior leadership team who have continued to devote
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.
I wish to thank all our customers, employees and
shareholders for their continued support at this exciting
time. We see a better way.
Yours sincerely,
James Fitter
CEO
+173%
Contracted beds
173% increase in contracted
beds since IPO.
51
Contracted hospitals
168% increase to 51 hospital
locations since IPO.
Remuneration Report
The Remuneration and Nomination Committee set out its report1 as follows:
Page 13
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 ensured that executive
reward satisfies the following key criteria for good
reward governance practices:
• Competitiveness and awareness
• Acceptability to shareholders
•
Performance
compensation
Transparency
•
• Capital management
linkage / alignment of executive
that
to
The group has structured an executive remuneration
is market competitive and
framework
the
reward strategy of
the
complimentary
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
•
•
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 Joseph Rooney
(Chairman), Mark Cullen and James (Will) Vicars. Joseph
Rooney replaced the late James Osborne as Chairman
in August 2017.
The purpose of the Committee is to assist the Board
by providing advice on remuneration and incentive
policies and practices and specific recommendations
on remuneration packages and other terms of
employment for executive directors, other senior
executives and non-executive directors. Specifically:
•
•
•
•
•
•
•
•
•
•
•
•
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
retention and
recruitment,
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
Company’s performance in respect of the Company’s
Diversity Policy, including whether there is any
gender 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.
remuneration was
a. Non-executive directors’ fees
reviewed
The current base
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 2017
to 31 December 2017
From 1 January 2016 to
31 December 2016
€
63,271
276,024
-
75,753
-
14,859
429,907
€
70,269
244,628
-
18,200
-
12,879
345,976
promotion. There is no guaranteed base pay increases
included in any executives’ contracts. Executives may
receive benefits including health insurance, or other
expense reimbursements. The Company does not
currently pay post-retirement benefits to the executive
directors.
b. Annual discretionary bonus
The executive directors are entitled to receive an annual
discretionary bonus of up to 100% of base salary. No
annual bonuses were paid out during the year.
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
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” (RSUs) 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
Corporations Act, the ASX Listing Rules and Irish
company law;
• Compound annual growth rate 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 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,
Page 15
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 total shareholder return (TSR), recurring
revenue growth (RRG), hospital beds and assisted living
/ senior living beds contracted are set annually by the
Remuneration and Nominations Committee, following
completion of the financial 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
2017
Total
2016
Total
€
51,055
46,253
68,1 1 0
111,266
51,055
51,084
51,084
-
€
45,631
70,269
38,020
16,242
53,418
53,158
53,158
-
2. Details of remuneration
i.
Remuneration of key management personnel - 2017
Short-term
benefits
Bonus
Salary &
fees
Non
cash
benefits
Sub
Total
Post
employment
benefits
€
€
€
Joseph Rooney1
James Osborne2
Christina Boyce3
Lyle Berkowitz4
Mark Cullen
Daniel Petre
James (Will) Vicars
Michael Stanley5
Sub-total – non-
executive directors
Mark McCloskey
James Fitter
John Kelly
Patrick Masterson5
Total Executive
Directors
Total6
51,055
46,253
62,167
1 1 1 ,266
51,055
46,626
46,626
-
415,048
300,000
300,000
200,000
-
800,000
1,215,048
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
€
51,055
46,253
62,167
111,266
51,055
46,626
46,626
-
€
-
-
5,9 4 3
-
-
4 ,4 5 8
4 ,4 5 8
-
-
-
-
-
-
-
-
-
-
415,048
14,859
429,907
329,896
7,482
5,499
5,020
-
307,482
305,499
205,020
-
6,695
314,1 7 7
440,606
6,695
16,000
-
312,194
439,552
221,020
254,182
-
1 5, 37 9
18,001
818,001
29,390
847,391
1,149,719
18,001
1,233,049
44,249
1,277,298
1,479,615
1.
2.
3.
4.
5.
6.
Joseph Rooney was appointed to the Board on 7 February 2016.
James Osborne passed away on 17 August 2017.
Christina Boyce was appointed to the Board on 19 April 2016.
Lyle Berkowitz was appointed to the Board on 9 September 2016. His 2017 salary and fees include an amount of €60,211 under a consultancy contract as special
advisor on innovation.
Both Michael Stanley and Patrick Masterson resigned as directors on 7 February 2016.
Excludes employer based taxes of €36,879 (2016 €39,730).
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
Joseph Rooney
James Osborne
Christina Boyce
Lyle Berkowitz
Mark Cullen
Daniel Petre
James (Will) Vicars
Michael Stanley
Sub-total – non-executive directors
Mark McCloskey
James Fitter
John Kelly
Total Executive Directors
Total
2016
2015
€
24,986
45,465
42,901
42,901
24,986
26,654
24,986
-
€
22,521
24,985
30,207
-
24,986
29,160
24,986
-
232,879
156,845
398,488
483,105
263,739
610,617
603,069
236,068
1,145,332
1,449,754
1,378,211
1,606,599
iii. Performance related remuneration metrics
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Joseph Rooney
James Osborne
Christina Boyce
Lyle Berkowitz
Mark Cullen
Daniel Petre
James (Will) Vicars
Michael Stanley
Mark McCloskey
James Fitter
John Kelly
Patrick Masterson
Fixed Remuneration
At Risk
2017
%
67%
50%
61%
72%
67%
66%
67%
-
44%
39%
46%
-
48%
2016
%
67%
74%
56%
100%
68%
65%
68%
-
32%
33%
42%
100%
40%
2017
%
33%
50%
39%
28%
33%
34%
33%
-
56%
61%
54%
-
52%
2016
%
33%
26%
44%
-
32%
35%
32%
-
68%
67%
56%
0%
60%
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 Group
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 group 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 Group Restricted Share Plan (RSP) and the Group
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. 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 Group Restricted Share Plan (RSP) and the Group
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. 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 Group Restricted Share Plan (RSP)
and the Group 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
Page 19
of 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.
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
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 2017 in respect of the Directors.
Name
Date
Number of Options
Strike Price
Vesting Date
Page 20
Joseph Rooney
Grant
7 February 2016
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
Estate of James Osborne Grant
31 December 2014
Estate of James Osborne Grant
31 December 2015
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Grant
Grant
Grant
Grant
Exercise
Grant
9 October 2013
9 October 2013
9 October 2013
31 December 2014
31 December 2015
31 December 2015
Mark McCloskey
Replaced for RSU’s
31 December 2015
James Fitter
James Fitter
James Fitter
James Fitter
James Fitter
James Fitter
James Fitter
John Kelly
John Kelly
John Kelly
John Kelly
John Kelly
John Kelly
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
Grant
Grant
Grant
Grant
Exercise
Grant
9 October 2013
9 October 2013
9 October 2013
31 December 2014
31 December 2015
31 December 2015
Replaced for RSU’s
31 December 2015
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
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 2017
Exercisable as at 31 December 2017
James (Will) Vicars
Grant
31 December 2015
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
Daniel Petre
Daniel Petre
Grant
Grant
31 December 2014
31 December 2015
Mark Cullen
Grant
31 December 2015
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
Christina Boyce
Grant
19 April 2016
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
Lyle Berkowitz
Grant
27 April 2017
Outstanding as at 31 December 2017
Exercisable as at 31 December 2017
-
50,000
50,000
-
50,000
50,000
100,000
50,000
133,340
133,330
133,330
450,000
(266,670)
200,000
(200,000)
583,330
583,330
233,340
233,330
233,330
500,000
(466,670)
200,000
(200,000)
733,330
733,330
50,000
50,000
50,000
150,000
100,000
(100,000)
300,000
300,000
50,000
50,000
-
40,000
50,000
90,000
40,000
50,000
50,000
-
50,000
50,000
-
50,000
50,000
€0.001
6 February 2019
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.750
€0.750
€0.001
€0.001
€0.001
€0.001
€0.001
€0.750
€0.750
€0.001
€0.001
€0.001
€0.001
€0.750
€0.750
31 December 2017
31 December 2018
8 October 2014
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
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
18 April 2019
€0.001
9 September 2019
ii. 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 RSUs shall vest over a 3 to 5 year period, dependent on achievement of performance conditions which
are set annually by the Remuneration and Nominations Committee following completion of the financial year.
Page 21
For the year ended 31 December 2017, 109,820 RSUs have initially vested following achievement of year 1 performance
conditions for recurring revenue growth (RRG) as previously set by the Remuneration and Nominations Committee.
The year 1 performance conditions for CAGR in TSR, hospital bed targets and assisted living bed targets were not
achieved and in accordance with the terms and conditions established by the Remuneration and Nominations
Committee, the RSUs allocated to these unachieved performance conditions in respected of the year ended 31
December 2017 shall be aggregated with the award pool for the subsequent year ended 31 December 2018, with
updated performance conditions being set.
The RSU shares were awarded at a price of €0.001 and vest over a service period as follows:
Recipient
Award Date
RSUs
Vested 2017
Vesting Term
Performance Conditions
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
James Fitter
James Fitter
James Fitter
James Fitter
James Fitter
John Kelly
John Kelly
Sub total
RSU’s vested
Total outstanding RSU’s
16 March 2016
16 March 2016
200,000
205,910
-
-
16 March 2016
274,560
54,910
16 March 2016
16 March 2016
102,960
205,910
-
-
989,340
54,910
16 March 2016
16 March 2016
16 March 2016
200,000
525,510
205,910
-
-
-
16 March 2016
274,560
54,910
16 March 2016
102,960
-
16 March 2016
16 March 2016
1,308,940
54,910
100,000
187,280
287,280
-
-
-
2,585,560
109,820
109,820
2,475,740
3 Years
3 Years
3 Years
3 Years
3 Years
3 Years
5 Years
3 Years
3 Years
3 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
Hospital beds targets
Continued employment
Compliance Performance
*Compound Annual Growth Rate in Total Shareholder Return
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.
E. Additional Information
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 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 section B (a). The loan value
represents 0.3% of net assets of Oneview Healthcare
PLC company as at 31 December 2017.
vi. Loans to directors
On behalf of the board
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
Joseph Rooney
Chairman
26 February 2018
Directors’ Report
The directors present their report and the audited consolidated financial statements of Oneview Healthcare PLC and
Subsidiaries’ (the “Group”) for the year ended 31 December 2017.
Page 2 2
1. Principal activity, business
review and future developments
The principal activity of the Group is the development
and sale of software for the healthcare sector and
the provision of related consultancy services.
The directors report that revenue for the year from
continuing operations amounted to €6,312,713 (2016:
€9,028,422), a decrease of 30%. Recurring revenue for
the year amounted to €2,546,104 (2016: €1,531,078), an
increase of 66% and continues to grow as the company
deploys incrementally across its increasing customer
base. New sales of the Company’s Inpatient solution
in the crucial North American market were negatively
impacted by procurement inertia following the change
of administration in Washington in January 2017.
During the year, the company began implementations
across a number of new North American customers
including Lancaster General Hospital, Barnes Jewish
Hospital, NYU Langone, St. Louis Children’s Hospital
and University Hospitals of Cleveland. In Australia, the
company deployed its Oneview Connect application at
the Sydney Children’s Hospital Network. In the UK, the
company completed a highly successful pilot program
for prostate cancer pathways with The University of
Oxford and Oxford University Hospitals NHS Foundation
Trust, which culminated in the signing of a 5-year R&D
agreement in December 2017 to expand the pathways
program to cancers other than prostate cancer.
As at 31 December 2017, the Oneview
Inpatient
solution was live in 3,582 beds with a further 5,416
beds contracted but not yet installed. The Company
expects the vast majority of these contracted beds to
be installed during the 2018 calendar year. There were a
further 4,923 beds in contract negotiation and 12,990 in
tender process. During the year, Oneview announced its
inaugural contract success for the Connect application
in the United States at the high-profile St. Jude Children’s
Research Hospital in Memphis, Tennessee. Subsequent
to year-end, the Company announced on a number
of further contract successes including the signing of
a contract with Mater Misericordiae Limited, for 904
beds across 9 facilities in Queensland, Australia. We
also announced a six-year contract extension with Chris
O’Brien Lifehouse in Sydney, our first Australian customer
and a great endorsement of our partnership with this
world-renowned cancer centre. Finally, we announced
the continued expansion of our relationship with the
University of California San Francisco with the expansion
to the UCSF Benioff Children’s Hospital Oakland and
UCSF Parnassus, reporting an additional 330 devices.
The Company continues to grow its pipeline of new
business opportunities in all of it’s key target markets.
The business has continued to invest in world-class talent
across each of its primary office locations and increased
the headcount by 7% to 162 staff as at 31 December 2017
(151 at 31 December 2016). The growth in headcount has
been primarily in the areas of sales, implementation and
research and development.
2. Financial activities
On 29 November 2017, the Company completed an
institutional offer issuing 10,877,705 new shares of €0.001
each at a price per share of A$2.00. On 11 December
2017 the Company completed a retail offer issuing
4,127,818 new shares of €0.001 each at a price per share
of A$2.00. The net proceeds of the combined offerings
were €17.8m. after costs of €1.39m associated with the
fund raising which has been offset against retained
earnings. The directors intend to utilise the proceeds
to provide balance sheet flexibility to deliver on the
Company’s growth strategy.
4. Principal risks and uncertainties
Details of the principal risks and uncertainties facing the
Group are set out in Appendix 1 to this annual report. The
risks as set out in Appendix 1 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 to the consolidated
financial statements, ‘Financial Instruments’. The Group
did not enter into any derivative transactions during 2017
or 2016.
6. Results and dividends
The loss for the year amounted to €25,901,148 (2016:
loss of €16,029,822). The directors do not recommend
payment of a dividend.
7. Directors
The current directors are as set out on page 2. The
director’s interests in shares and debentures held at 31
December 2017 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 and charitable
contributions
The Group and Company did not make any disclosable
political and charitable donations during the year.
•
•
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.
•
•
10. Research and development
14. Relevant audit information
The Group is involved in research and development
activities and during the year incurred €488,781 in
development costs that were capitalised and a further
€1,626,526 of research costs that were expensed as
they do not meet the current accounting criteria for
capitalisation.
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.
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
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
26 February 2018
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 26 February 2018
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)
1. Our opinion on the financial statements is
unmodified
We have audited the financial statements of Oneview
Healthcare plc (“the Company”) for the year ended
31 December 2017 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, including the
accounting policies in note 1. The financial reporting
framework that has been applied in their preparation
International Financial Reporting
is
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.
Irish Law and
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 2017 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 2017;
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 as applied in
accordance with the provisions of the Companies
Act 2014; and
the Group financial statements and Company
•
•
•
•
financial statements have been properly prepared
in accordance with the requirements of the
Companies Act 2014.
(“ISAs
(Ireland)
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing
(Ireland)”)
and applicable law. Our responsibilities are further
described in the Auditors Responsibilities section of
our report. We have fulfilled our ethical responsibilities
under, and we remained independent of the Group in
accordance with, ethical requirements applicable in
Ireland, including the Ethical Standard issued by the
Irish Auditing and Accounting Supervisory Authority
(IAASA) as applied to listed public interest entities. We
believe that the audit evidence we have obtained is a
sufficient and appropriate basis for our opinion
2. Key audit matters: our assessment of risks
of material misstatement
Key audit matters are those matters that, in our
professional judgment, were of most significance in the
audit of the financial statements and include the most
significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including
those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These
matters were addressed in the context of our audit of
the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
Parent company key audit matters
Due to the nature of the parent company’s activities,
there are no key audit matters that we are required to
communicate in accordance with ISAs (Ireland).
Hardware revenue recognition €2.2 million (2016 - €5.9 million)
Refer to note 1(f) (accounting policy) and note 2 (financial disclosures)
The key audit matter
How the matter was addressed in our audit
Page 26
There are several areas of judgement in
determining the appropriate revenue
recognition of hardware supplied to
operate the Oneview Solution, the main
ones being determining:
• Whether contracts can be separated
into
individual components or
whether the contract is to be treated
as a single component for revenue
recognition purposes;
The fair value of those components
that are separated; and
The evidence of delivery and
appropriate
revenue
point
recognition for the specific contract.
of
•
•
Our assessment of the risk has not
changed from the previous year.
Our audit procedures included, among others, performing the
following for a sample of contracts selected based on the magnitude
of the individual contract and/or amount of revenue recognised in
the year:
•
•
•
Firstly, we undertake cut-off procedures to verify proper cut off of
revenue and expenses and we tested the existence and accuracy
of revenue transactions by agreeing individual transactions to
underlying financial records.
Secondly, where a contract contained multiple deliverables, we
considered the Group’s judgements as to whether there were
elements that should be accounted for separately by: analysing
the terms of the contract to ensure the contract specifically
identified separate deliverables; obtaining an understanding
of the nature of each deliverable through discussions with the
business’ management team and comparison to other similar
contracts; and assessing the contract terms, in particular any
specific terms related to acceptance by the customer that might
impact the timing of revenue recognition.
Thirdly, we then considered whether the Group could reliably
determine the fair value of each deliverable. We considered this
by reference to either the standalone value, as demonstrated by
sales to other customers, or by reference to the expected cost
plus a suitable margin.
Based on the evidence obtained from the procedures performed,
we concluded that hardware revenue was recognised in line with the
appropriate accounting standards.
3. Our application of materiality and an
overview of the scope of our audit
4. We have nothing to report on going
concern
The materiality for the group financial statements as a
whole was set at €0.32 million (2016: €0.25 million). This
has been calculated with reference to a benchmark
of group expenses, excluding certain once off costs.
Materiality represents 1% of this benchmark.
We
consider group expenses to be the most appropriate
benchmark as it provides a more stable measure year
on year than group revenue or loss before tax, given the
phase of the company’s development. We report to the
Audit and Risk Committee all corrected and uncorrected
misstatements we identified through our audit with a
value in excess of €0.02 million (2016: €0.01 million).
The Group team performed the audit of the Group as if
it was a single aggregated set of financial information.
The audit was performed using the materiality level set
out above.
Materiality for the parent company financial statements
as a whole was set at €0.32 million (2016: €0.25 million).
This was determined with reference to a benchmark
of total assets but restricted to the absolute amount
of group materiality. We reported to the Audit and Risk
Committee any corrected or uncorrected identified
misstatements exceeding €0.02 million (2016: €0.01
million).
We are required to report to you if we have concluded
that the use of the going concern basis of accounting
is inappropriate or there is an undisclosed material
uncertainty that may cast significant doubt over the use
of that basis for a period of at least twelve months from
the date of approval of the financial statements. We have
nothing to report in these respects.
5. We have nothing to report on the other
information in the annual report
The directors are responsible for the other information
presented in the annual report together with the financial
statements. The other
information comprises the
information included in the directors’ report, Chairman’s
Letter, CEO Report, Remuneration Report, Additional
ASX Information and Risks. Our opinion on the financial
statements does not cover the other information and,
accordingly, we do not express an audit opinion or,
except as explicitly stated below, any form of assurance
conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether, based on our financial
statements audit work, the
is
materially misstated or inconsistent with the financial
information therein
statements or our audit knowledge. Based solely on that
work we have not identified material misstatements in
the other information.
Based solely on our work on the other information;
• we have not identified material misstatements in
•
•
the directors’ report;
in our opinion, the information given in the directors’
report is consistent with the financial statements;
and
in our opinion, the directors’ report has been
prepared in accordance with the Companies Act
2014.
6. Our opinions on other matters prescribed
the Companies Act 2014 are unmodified
We have obtained all the information and explanations
which we consider necessary for the purpose of our
audit.
In our opinion, the accounting records of the Company
were sufficient to permit the financial statements to
be readily and properly audited and the Company’s
statement of financial position and the profit and loss
account is in agreement with the accounting records.
7. We have nothing to report on other matters
on which we are required to report by
exception
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.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out
on page 27, the directors are responsible for: the
preparation of the financial statements including being
satisfied that they give a true and fair view; such internal
control as they determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error;
assessing the Group and parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and using the going
concern basis of accounting unless they either intend
to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to
do so.
Page 27
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole are
free from material misstatement, whether due to fraud
or error, and to issue our opinion in an auditor’s report.
Reasonable assurance is a high level of assurance,
but does not guarantee that an audit conducted in
accordance with ISAs (Ireland) will always detect a
material misstatement when it exists. Misstatements
can arise from fraud, other irregularities or error and
are considered material if, individually or in aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of the
financial statements. The risk of not detecting a material
misstatement resulting from fraud or other irregularities
is higher than for one resulting from error, as they
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control
and may involve any area of law and regulation not just
those directly affecting the financial statements.
A fuller description of our responsibilities is provided
on IAASA’s website at https://www.iaasa.ie/getmedia/
b 2 3 8 9 0 1 3 - 1 c f 6 - 4 5 8 b - 9 b 8 f - a 9 8 2 0 2 d c 9 c 3 a /
Description_of_auditors_responsiblities_for_audit.pdf
9. The purpose of our audit work and to
whom we owe our responsibilities
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 our report, or for the opinions we
have formed.
26 February 2018
Sean O’Keefe
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
Page 28
Financial Report
Consolidated statement of comprehensive income
for the year ended 31 December 2017
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
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 29
Note
2017
€
2016
€
2
6,312,713
9,028,422
(2,760,649)
(6,096,267)
3,552,064
2,932,155
(8,946,216)
(7,747,090)
(13,802,849)
(9,766,955)
(4,869,978)
(4,047,973)
3,4
(24,066,979)
(18,629,863)
5
5
6
7
7
(1,738,626)
(25,908)
1,492
2,651,930
(25,804,113)
(16,003,841)
(97,035)
(25,981)
(25,901,148)
(16,029,822)
(25,901,148)
(16,029,822)
(0.47)
(0.33)
(0.47)
(0.33)
263,691
60,595
263,691
60,595
Total comprehensive loss for the year
(25,637,457)
(15,969,227)
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 2017
Non-current assets
Intangible assets
Property, plant and equipment
Directors’ loans
Research and development tax credit
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
26 February 2018
Page 30
2016
2015
Note
€
€
8
9
20
11
1,029,039
887,653
252,469
353,014
815,742
591,529
252,469
120,895
2,522,175
1,780,635
11
4,264,774
4,328,315
28,610,543
35,087,776
15
15
15
15
15
14
32,875,317
39,416,091
35,397,492
41,196,726
69,406
54,297
85,825,987
66,633,057
(2,586)
4,200
(2,586)
4,200
(1,351,842)
(1,351,842)
5,938,703
3,846,915
250,015
(13,676)
(60,511,709)
(33,316,104)
30,222,174
35,854,261
13
630,531
525,885
630,531
525,885
12
4,544,787
4,816,580
4,544,787
4,816,580
5,175,318
5,342,465
35,397,492
41,196,726
Page 31
Page 31
2017
2016
Note
€
€
10
11
20
5,586,642
3,652,507
6,897,937
7,657,036
252,469
252,469
12,737,048
11,562,012
11
47,104,385
27,514,518
25,112,255
29,625,547
72,216,640
57,140,065
84,953,688
68,702,077
15
15
15
15
14
69,406
54,297
85,825,987
66,633,057
(2,586)
4,200
(2,586)
4,200
5,938,703
3,846,915
(7,431,313)
(1,990,571)
84,404,397
68,545,312
12
549,291
156,765
549,291
156,765
84,953,688
68,702,077
Company statement of financial position
as at 31 December 2017
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
26 February 2018
Consolidated statement of changes in equity
for the year ended 31 December 2017
Page 32
Share
capital
Share
Treasury
Other
Reorganisation
Share based
Translation
Retained
premium
reserve
undenominated
reserve
payment
reserve
loss
Total
equity
capital
reserve
€
€
€
€
€
€
€
€
€
Balance at 1 January 2016
34,281
25,806,841
Loss for the year
Foreign currency translation
Total comprehensive loss
Transactions with shareholders
Share based compensation
Transfer to retained earnings
-
-
-
-
-
-
-
-
-
169,888
Issue of ordinary shares
20,016
40,656,328
-
-
-
-
-
-
-
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)
Treasury shares acquired
-
-
(2,586)
-
As at 31 December 2016
54,297
66,633,057
(2,586)
4,200
(1,351,842)
3,846,915
(13,676)
(33,316,104)
35,854,261
Loss for the year
Foreign currency translation
Total comprehensive loss
Transactions with shareholders
Share based compensation
-
-
-
-
-
-
-
-
Issue of ordinary shares
15,006
19,174,198
Exercise of options
103
18,732
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(25,901,148)
(25,901,148)
263,691
-
263,691
263,691
(25,901,148)
(25,637,457)
2,191,143
-
(99,355)
-
-
-
-
2,191,143
(1,393,812)
17,795,392
99,355
18,835
As at 31 December 2017
69,406
85,825,987
(2,586)
4,200
(1,351,842)
5,938,703
250,015
(60,511,709)
30,222,174
Page 33
Company statement of changes in equity
for the year ended 31 December 2017
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share based
payment
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
Balance at 1 January 2016
34,281
25,806,841
Profit for the year
Transactions with shareholders
Share based compensation
-
-
-
-
Issue of ordinary shares
20,016
40,656,328
Redemption of B ordinary shares
Exercise of options
Transfer to retained earnings
Treasury shares acquired
-
-
-
-
-
-
169,888
-
-
-
-
-
-
-
-
(2,586)
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
Loss for the year
Transactions with shareholders
Share based compensation
-
-
-
-
-
Issue of ordinary shares
15,006
19,174,198
Exercise of options
103
18,732
-
-
-
-
-
-
-
-
-
1,006,203
1,006,203
2,191,143
-
2,191,143
-
(1,393,812)
17,795,392
(99,355)
99,355
18,835
Balance at 31 December 2017
69,406
85,825,987
(2,586)
4,200
5,938,703
(7,431,313)
84,404,397
Consolidated statement of cash flows
for the year ended 31 December 2017
Cash flows from operating activities
Receipts from customers
Payments to suppliers
Payments to employees
Finance charges paid
Interest received
Income tax paid
Page 34
Page 34
Note
2016
2015
€
€
7,351,914
6,601,222
(9,274,260)
(11,793,613)
(19,591,645)
(11,996,501)
(24,609)
(25,908)
1,492
871
(91,342)
(14,237)
Net cash used in operating activities
18
(21,628,450)
(17,228,166)
Cash flows from investing activities
Loans to director
Purchase of property, plant and equipment
Acquisition of intangible assets
-
(252,469)
9
8
(579,885)
(527,732)
(652,398)
(428,614)
Net cash used in investing activities
(1,232,283)
(1,208,815)
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs
Proceeds from unpaid share capital issued in 2015
19,208,039
40,676,344
(1,393,812)
(2,382,681)
-
28,335
Net cash provided by financing activities
17,814,227
38,321,998
Net (decrease)/increase in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
(5,046,506)
19,885,017
(1,430,727)
2,431,632
35,087,776
12,771,127
Cash and cash equivalents at end of financial year
28,610,543
35,087,776
Company statement of cash flows
for the year ended 31 December 2017
Cash flows from operating activities
Payments to suppliers
Payments to group companies
Page 35
Note
2017
2016
€
€
(3,716,028)
(1,438,709)
(15,401,292)
(19,883,295)
Net cash used in operating activities
18
(19,117,320)
(21,322,004)
Loans to director
Financial asset
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs
-
(252,469)
(1,934,431)
-
(1,934,431)
(252,469)
19,208,039
40,676,344
(1,393,812)
(2,382,681)
Net cash provided by financing activities
17,814,227
38,293,663
Net (decrease)/increase in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
(3,237,524)
16,719,190
(1,275,768)
2,334,425
29,625,547
10,571,932
Cash and cash equivalents at end of financial year
25,112,255
29,625,547
Page 36
Notes
1. Accounting policies – Group and Company
Reporting entity
Going concern
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 2017
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 2017. 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 Company income statement and
statement of comprehensive income which forms part
of the Company financial statements prepared and
approved in accordance with the Act.
its day-to-day working capital
The Group meets
requirements through its cash reserves, which stood at
€28.6 million at 31 December 2017. 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 29 November 2017
and the 11 December 2017 Oneview Healthcare PLC
raised additional funding through an institutional and
retail offer. The directors intend to continue to utilise the
proceeds from the rights issue and placement in the
expansion of the business in the principal territories in
which the group operates.
After making enquiries, and including the proceeds
from the additional round of funding, 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 37
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
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
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 2019*
1 January 2018
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.
A number of new standards, amendments to standards
and interpretations are effective for financial periods
beginning on various dates after 1 January 2018, and
have not been adopted early in preparing these financial
statements as at 31 December 2017. The potential
impact of these standards on the Company is under
review.
The items that may have relevance to the Company are
as follows:
IFRS 15: Revenue from contracts with
customers
IFRS 15 Revenue from Contracts with Customers (“IFRS
15”) is effective for periods commencing on or after 1
January 2018 and replaces IAS 18 Revenue. Oneview
Healthcare plc has not elected to early adopt the
requirements of IFRS 15 and will apply the requirements
retrospectively to 2017 with initial application from 1
January 2018.
IFRS 15 establishes a new control-based revenue
recognition model which is based on a five-step
their
framework. The Group has commenced
assessment of the potential impact of the new standard
on their financial statements. The two key steps for
the Group are to identify the performance obligations
contained within a contract and then to decide whether
revenue is recognised at a point in time or over time.
From a review of the
live contracts, the
initial
assessment has indicated that the sale of hardware is a
separate performance obligation for which point in time
recognition is appropriate. This is similar to the current
method of recognising revenue related to hardware.
Similar to other enterprise software providers, Oneview
considers the accounting for the sale of software,
licences and software configuration services to be
complex and judgemental and the group is focussed
on determining whether such sales represent separate
performance obligations or a single obligation of
combined value from the customer’s perspective. At
this stage of the process it is not possible to provide a
reasonable estimate of any potential impact until this
assessment is complete.
IFRS 16 Leases
IFRS 16 Leases addresses the definition of a lease,
recognition and measurement of leases and establishes
principles for reporting useful information to users of
financial statements about the leasing activities of both
lessees and lessors. A key change arising from IFRS 16
is that most operating leases will be accounted for on
statement of financial position for lessees. The standard
replaces IAS 17 Leases, and related interpretations. The
standard is effective for annual periods beginning on or
after 1 January 2019 and earlier application is permitted
subject to EU endorsement.
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)
Going concern (1)
Share Based Payments (m)
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.
Intra-Group balances, and any unrealised
income
and expenses arising from intra-Group transactions,
are eliminated in preparing the consolidated financial
statements.
c. Transactions eliminated on consolidation
In the company’s financial statements, investments in
subsidiaries are carried at cost less any provision made
for impairment.
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
Page 38
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
income
utilised. The carrying amount of deferred
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 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
Page 39
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
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.
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.
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.
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.
i. Government grant
The Group recognises a government grant related to
capitalised development costs in the form of R&D tax
initially recognised
credits. Government grants are
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.
Page 40
j. 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 or held as treasury shares
and the nominal value of the shares is transferred to an
undenominated capital reserve fund within equity.
k. 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.
l. Cash and cash equivalents
Cash and cash equivalents comprise cash balances and
cash deposits with an original maturity of three months
or less.
m. 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 retirement benefit
plans are recognised as an expense in the profit and
loss account in the periods during which services are
rendered by employees.
increase
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
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
at grant date 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,
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
Page 41
p. 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
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.
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. 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.
n. Lease payments
Payments made under operating leases are recognized
in profit or loss on a straight-line basis over the term of
the lease.
o. 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.
Page 42
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
is reported
Chief Operating Decision Maker (CODM). Our CODM
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 fee
Licence, hardware services and other income:
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
2017
€
1,353,453
845,762
346,889
2,546,104
2,176,149
1,039,645
550,815
3,766,609
6,312,713
2017
€
4,659
3,942,776
2,268,463
96,815
6,312,713
2017
€
2,104,812
209,245
202,659
5,459
2,522,175
2016
€
702,178
576,876
252,024
1,531,078
5,938,232
1,517,886
41,226
7,497,344
9,028,422
2016
€
6,033
1,829,047
7,059,021
134,321
9,028,422
2016
€
1,430,647
185,835
154,572
9,581
1,780,635
Major customer
Revenues from customer A, B, C and D represented 27% (2016: -%), 20% (2016: 54%), 13% (2016: 9%) and 7% (2016: 20%).
Page 4 3
3. Statutory and other information
Loss for the year has been arrived at after charging / (crediting):
2017
2016
Amortisation of software
Amortisation of software development costs
Depreciation of property, plant and equipment
Foreign exchange loss/(gain)
Operating lease rentals
€
65,800
373,301
283,761
€
7,811
359,663
138,884
1,714,017
(2,651,059)
753,575
449,499
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 167 (2016:
109).
Administrative
Product development and delivery
Sales and marketing
The staff costs (inclusive of directors’ salaries) comprise:
Wages and salaries
Social welfare costs
Less capitalised development costs
Share based payments (note 14)
Defined contribution retirement benefit
Directors’ remuneration
Short-term employee benefits
Post-employment benefits
Share based payment
Total compensation
2017
2016
Number
Number
28
118
21
167
16
76
17
109
2017
2016
€
€
15,815,824
11,116,890
1,682,897
916,723
(488,781)
(353,369)
2,191,143
2,354,463
531,328
49,661
19,732,411
14,084,368
2017
2016
€
€
1,233,049
1,436,468
44,249
70,000
1,378,211
1,606,599
2,655,509
3,113,067
In addition to the table above deemed interest on the director’s loan as described in Note 20 is considered
director’s remuneration.
Page 4 4
5. Finance (charges) / income
2017
2016
Bank charges
Foreign exchange loss
Finance charges
Foreign exchange gain
Interest income
Finance income
€
(24,609)
(1,714,017)
(1,738,626)
-
1,492
1,492
6. Income tax
The components of the current tax charge for the years ended 31 December 2017 and 2016 were as follows:
Current tax expense
Corporation tax for the year
Foreign tax for the year
Total tax charge in income statement
Reconciliation of effective tax rate
2017
€
(10,526)
(86,509)
(97,035)
€
(25,908)
-
(25,908)
2,651,059
871
2,651,930
2016
€
(3,645)
(22,336)
(25,981)
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:
2017
2016
Loss before tax
Irish standard tax rate
Tax at Irish standard tax rate
Permanent items
Current year unrecognised deferred tax
Effect of foreign tax
Income taxed at higher rate
Tax relief at source
Prior year adjustment
Non-taxable income
Total tax charge
€
(25,804,113)
12.5%
(3,225,514)
574,391
2,594,984
234,298
24,047
10,526
(52,919)
(62,778)
97,035
€
(16,003,841)
12.5%
(2,000,480)
(140,006)
1,973,842
183,379
7,596
3,645
-
(1,995)
25,981
Page 4 5
No tax charge has been credited or charged directly to equity.
The company has an unrecognised deferred tax asset carried forward of €6,531,955 (31 December 2016: €3,921,995). The deferred tax asset only
accrues in Ireland and therefore has no expiry date. 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.
The unrecognised deferred tax asset at 31 December 2017 and 2016 was as follows:
Unrecognised deferred tax asset
Net operating losses carried forward
Income taxable in future periods
PPE and intangible assets temporary differences
Excess management expenses
Stock based compensation
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
2017
2016
€
€
6,174,740
3,695,144
(34,973)
28,706
124,943
238,539
6,531,955
-
8,030
83,171
135,650
3,921,995
2017
2016
€
€
(25,901,148)
(16,029,822)
55,499,315
48,129,563
(0.47)
(0.33)
2017
No.
2016
No.
54,296,700
34,280,800
1,202,615
55,499,315
13,848,763
48,129,563
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
Weighted average number of ordinary shares at 31 December
Page 46
2017
2016
€
€
(25,901,148)
(16,029,822)
55,499,315
48,129,563
55,499,315
48,129,563
(0.47)
(0.33)
2017
No.
2016
No.
54,296,700
34,280,800
1,202,615
55,499,315
13,848,763
48,129,563
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. The number of potentially dilutive shares is 72,927,193.
8. Intangible assets
Cost
At 1 January 2016
Additions
At 31 December 2016
At 1 January 2017
Additions
At 31 December 2017
Accumulated amortisation and impairment losses
At 1 January 2016
Amortisation
At 31 December 2016
At 1 January 2017
Amortisation
At 31 December 2017
Carrying amount
At 1 January 2016
At 31 December 2016
At 31 December 2017
Amortisation
Software
Development
costs
Total
€
€
€
5,727
47,078
52,805
52,805
147,537
3,163,053
3,168,780
381,536
428,614
3,544,589
3,597,394
3,544,589
3,597,394
504,861
652,398
200,342
4,049,450
4,249,792
318
7,811
8,129
8,129
65,800
73,929
5,409
44,676
126,413
2,413,860
359,663
2,414,178
367,474
2,773,523
2,781,652
2,773,523
373,301
2,781,652
439,101
3,146,824
3,220,753
749,193
771,066
754,602
815,742
902,626
1,029,039
Amortisation expense of €439,101 (2016: €367,474) has been charged in product development and delivery expenses in the income statement.
9. Property, plant and equipment
Cost
At 1 January 2016
Additions during the year
At 31 December 2016
At 1 January 2017
Additions during the year
At 31 December 2017
Depreciation
At 1 January 2016
Charge for the year
At 31 December 2016
At 1 January 2017
Charge for the year
At 31 December 2017
Net book value
At 1 January 2016
At 31 December 2016
At 31 December 2017
Page 47
Fixtures, fittings
and equipment
Total
€
€
305,032
527,732
832,764
832,764
579,885
305,032
527,732
832,764
832,764
579,885
1,412,649
1,412,649
102,391
138,844
241,235
241,235
283,761
102,391
138,844
241,235
241,235
283,761
524,996
524,996
202,641
591,529
887,653
202,641
591,529
887,653
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 – including share based payments:
At start of year
Additions
Share based payments relating to subsidiary entity employees
At end of year
2017
2016
€
€
3,652,507
1,516,377
-
1,934,141
5,586,642
67
2,136,063
3,652,507
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. Oneview Healthcare Company Ltd was incorporated in June 2017.
Page 48
As at 31 December 2017 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
Oneview
Healthcare
Company
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
Empire Tower, 47th Floor
1 South Sathorn Road
Bangkok
10120, Thailand
2017
100%
2016
100%
Software
development,
distribution and
implementation
Dormant
100%
100%
Software distribution
and implementation
100%
100%
Software distribution
and implementation
100%
100%
Software distribution
and implementation
100%
100%
Software distribution
and implementation
100%
100%
Software distribution
and implementation
100%
100%
Dormant
100%
100%
Shares in Group companies – including share based payments:
At start of year
Additions
At end of year
Share based payments relating to subsidiary entity employees
2017
2016
€
-
€
67
3,652,507
1,516,377
1,934,141
5,586,642
2,136,063
3,652,507
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. Oneview Healthcare Company Ltd was incorporated in June 2017.
Page 49
11. Trade receivables and other receivables
Group
Company
2017
2016
2017
2016
Amounts falling due within one year:
€
€
Trade receivables
2,505,482
3,363,149
€
-
€
-
Prepaid expenses and other current assets
1,069,801
872,810
66,756
43,568
Corporation Tax receivable
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*
16,668
-
238,534
92,356
-
-
-
-
434,289
-
-
-
46,511,224
26,785,969
500,399
26,006
500,399
184,582
4,264,774
4,328,315
47,104,385
27,514,518
353,014
120,895
-
-
-
6,897,937
4,617,788
4,449,210
54,002,322
-
7,657,036
35,171,554
* Amounts due from group companies’ bear interest at the US risk free rate plus a margin. Loans are repayable in April and December 2018. Upon maturity, the Directors
expect to rollover these agreements for another 24 months.
** 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.
***Amounts due from group companies are interest free and repayable on demand
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 2017
922,024
897,600
197,286
488,177
€
€
€
€
€
395
As at December 2016
1,589,055
473,8 1 2
136,250
355,308
808,724
€
-
-
€
2,505,482
3,363,149
The Group’s customers are primarily state controlled public hospitals in their relevant jurisdictions. As at 31 December 2017, a significant portion of
the trade receivables related to a limited number of customers as follows: Customer A 51% (2016: 45%), Customer B 14% (2016: 28%) and Customer
C 12% (2016: 13%).
Page 50
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 / retirement benefit
Other payables and accruals
Deferred income
Corporation Tax payable
Amounts due to group companies
R&D tax credit – deferred grant income
Sales tax payable
2017
2016
€
1,988,766
512,086
-
4,630
€
813,741
2,536,904
6,378
6,126
2,505,482
3,363,149
Group
Company
2017
2016
2017
2016
€
€
€
€
1,500,522
1,039,554
348,680
21,330
701,565
77,459
442,121
10,866
-
32,002
15,290
-
1,423,638
1,236,341
96,037
109,118
1,091,177
1,661,907
6,238
-
153,202
-
-
-
74,000
25,754
-
-
267
-
-
-
-
355
-
-
4,544,787
4,816,580
549,291
156,765
13. Deferred income (non-current)
Deferred income
Group
Company
2017
2016
2017
2016
€
€
630,531
525,885
€
-
€
-
Page 51
14. Share-based payments
At 31 December 2017, 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
2017
2016
2015
2014
2013
Total
Granted
Exercised
Forfeited
Closing
Options granted to general employees
Granted
Exercised
Forfeited
Closing
Total
177,500
660,000
1,200,000
1,590,000
1,575,000
5,202,500
-
-
-
-
(733,340)
(733,340)
(70,000)
(150,000)
(650,000)
(50,000)
-
(920,000)
107,500
510,000
550,000
1,540,000 841,660
3,549,160
766,250
683,000
550,000
150,000
160,000
2,309,250
-
-
(30,010)
(33,350)
(40,000)
(103,360)
(107,500)
(283,250)
(223,330)
(6,660)
(93,330)
(714,070)
658,750
399,750
296,660
109,990
26,670
1,491,820
766,250
909,750
846,660
1,649,990
868,330
5,040,980
The options granted on or after October 2016 have a vesting period of 25% in year one and 6.25% a quarter thereafter. The fair value of services
received in return for share options granted is based on the fair value of share options granted, measured using the Black-Scholes model.
On 31 December 2015, the Group granted options to three members of senior management. On 16 March 2016 in exchange for the 500,000
options being cancelled, the Group granted Restricted Stock Units (RSUs). The incremental fair value of this modification was €379,183, which is
spread over the life of the remaining life of the RSUs.
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 2017
Weighted average
exercise price 2017
Number of
options 2016
Weighted average
exercise price 2016
4,956,330
(755,740)
-
(103,360)
943,750
5,040,980
2,845,745
€0.965
€2.492
4,348,330
(235,000)
-
(500,000)
€0.182
€2.969
-
1,343,000
€1.128
4,956,330
€0.292
1,212,022
€0.246
€0.690
€0.690
-
€3.144
€0.965
€0.233
The options outstanding at 31 December 2017 had an exercise price in the range of €0.001 to €4.49 (2016: €0.01 to €4.42, following share split
€0.001 to €1.233).
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 52
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
Dividend
* - weighted average
2017
Range
2016
Range
766,250
€3.059
€3.059
€2.891
33.22%
2.2%
Nil
€1.87 to €4.53
€1.87 to €4.53
€0.001 to €4.49
33.0% to 36.3%
2% to 5%
3 - 4 years
1,328,000
€1.596
€4.033
€3.131
33.4%
2.3%
Nil
€0.821 to €4.310
€1.50 to €4.42
€0.001 to €4.429
33% to 36%
2% to 5%
3 - 4 years
Operating profit for the year ended 31 December 2017, is stated after charging €1,496,359 in respect of the Employee Share Option Program (2016:
€1,408,873) 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 the 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
No dividends will be paid over the expected life of the restricted stock units.
The expected life is 3 and 5 years
The fair value of the CAGR in TSR awards is based on the Monte Carlo model using the following key assumptions:
•
•
• 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 and for all future testing dates during the vesting period. When future threshold testing levels are set the
value of grants will be revised. Until that time, the Company revises their estimate of fair value at each reporting date. Threshold testing levels
will be set in subsequent periods by the Remuneration Committee following completion of each financial year.
A historic volatility approach has been assumed using the Company’s and that of comparable companies. The average estimated volatility rate
for the 3 year TSR awards is 33.35% and for the 5 year awards it is 33.62%.
The risk free rate has been sourced from the AUD swap rate curve with the 3 years TSR set at 1.95% and for 5 years at 2.14%.
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. Similar to TSR, awards testing thresholds have
only been set for the first testing period to 31 December 2017. The Company estimates fair value at each reporting period based on current share price
and the value of the awards will be revised to reflect the share price when testing threshold levels are set. The accounting charge 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 2017, is stated after charging €694,784 in respect of the Restricted stock share plan (2016: €945,590)
for non-cash stock compensation expense.
15. Share capital and other reserves – Group and Company
Page 53
Description Authorised
Ordinary shares
“B” Ordinary share capital
Equity shares
Issued share capital
Balance at 1 January 2016
Share issue – 16 Mar 2016
Share issue – 17 Mar 2016
Transfer to retained earnings
Balance at 31 December 2016
Exercise of options – 27 June 2017
Exercise of options – 9 Aug 2017
Exercise of options – 1 Nov 2017
Share issue – 29 Nov 2017
Share issue – 11 Dec 2017
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
€
€
€
34,280,800
€0.001 each
34,281
25,806,841
25,841,122
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
10,000
€0.001 each
10,000
€0.001 each
83,360
€0.001 each
10
10
83
7,490
7,490
3,752
7,500
7,500
3,835
10,877,705
€0.001 each
10,878
13,905,282
13,916,160
4,127,818
€0.001 each
4,128
5,268,916
5,273,044
Balance at 31 December 2017
69,405,583
€0.001 each
69,406
85,825,987
85,895,393
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 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 year.
On 27 June 2017, 10,000 ordinary shares were issued in respect of 10,000 outstanding share options that were exercised as at that date at a strike
price of €0.75 per share.
On 9 August 2017, 10,000 ordinary shares were issued in respect of 10,000 outstanding share options that were exercised as at that date at a strike
price of €0.75 per share.
On 1 November 2017, 78,350 ordinary shares were issued in respect of 78,350 outstanding share options that were exercised as at that date at
a strike price of €0.001 per share. On the same day, 5,010 ordinary shares were issued in respect of 5,010 outstanding share options that were
exercised as at that date at a strike price of €0.75 per share.
On 17 November 2017, the company announced to the ASX its intention to raise approximately A$30 million (equivalent to approximately €19.2
million), before costs, comprising a 1 ordinary share for 4.35 ordinary share accelerated pro rata non-renounceable entitlement offer and an
institutional placement. Pursuant to this announcement, on 28 November 2017 the company issued 10,877,705 new shares of €0.01 each at a price
per share of A$2.00 (equivalent to €1.28) comprising 8,377,705 shares under the institutional component of the entitlement offer and 2,500,000
new shares under the institutional placement. On 11 December 2017, the company issued a further 4,127,818 new shares of €0.01 each at a price per
share of A$2.00 (equivalent to €1.28) under the retail component of the accelerated non-renounceable entitlement offer. The company incurred
costs of €1,393,812 associated with the raising of these funds, which has been recorded against retained earnings. The proceeds of these issues
will be used to support the development and sale of the Company’s software and the general corporate purposes.
Page 54
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 2017, the Group held
2,585,560 of the Company’s shares.
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
2017
2016
2017
2016
€
€
563,3 1 1
1,800,510
2,363,821
439,857
1,458,924
1,898,781
€
-
-
-
€
-
-
-
The Group leases a number of office facilities under operating leases.
18. Cash flow reconciliation for the year ended 31 December 2016
Page 55
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
R&D income
Net finance costs
Share based payment expense
Foreign exchange loss/(gain)
Changes in assets and liabilities
Increase in trade and other receivables
(Decrease)/Increase in trade and other payables
Net cash used in operating activities
Company
Reconciliation of net cash used in operating
activities with (loss)/gain 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
Increase/(decrease) in trade and other payables
Net cash used in operating activities
2017
€
2016
€
(25,901,148)
(16,029,822)
283,761
439,101
-
(42,716)
23,117
2,191,143
1,714,017
138,884
367,474
18,400
-
25,908
2,354,463
(2,651,059)
(168,578)
(167,147)
(2,400,269)
947,855
(21,628,450)
(17,228,166)
2017
2016
€
€
(4,146,285)
1,006,203
256,196
3,211,011
218,785
(3,120,574)
(19,589,867)
759,099
392,526
(11,677,163)
(7,657,036)
(92,219)
(19,117,320)
(21,322,004)
Page 56
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 €28.6 million at 31 December 2017 (2016: €35.1 million). The cash and cash equivalents are held with
bank and financial institution counterparties, which are AA- based on Moody’s rating agency ratings.
For intergroup receivables, the company has considered impairment triggers, including market capitalisation and determined there was no triggers.
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 2017
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
(3,294,170)
(3,294,170)
(3,294,170)
€
€
€
€
-
Year ended 31 December 2016
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
Trade and other payables
(3,080,673)
(3,080,673)
(3,080,673)
€
€
€
€
-
€
-
€
-
€
-
€
-
2-5
years
More than
5 years
€
-
€
-
Page 57
Company
Year ended 31 December 2017
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
(549,291)
(549,291)
(549,291)
€
€
€
€
-
€
-
€
-
€
-
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)
€
€
€
€
-
€
-
€
-
€
-
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 2017:
Cash and cash equivalents
Trade and other payables
Total transaction risk
U.S.
Dollar
2017
€
6,324,746
(183,165)
6,141,581
Australian
Dollar
2017
€
2,911,551
(542,122)
2,369,429
AED
2017
€
-
-
-
Foreign exchange gains and losses recognised on the above balances are recorded in “finance (charges)/income”. The total foreign exchange loss
reported during the year ending 31 December 2017 amounted to €1,714,017 (2016: gain of €2,651,059).
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)
Australian
Dollar
2016
€
668,547
(4,462)
14,058,675
664,085
AED
2016
€
-
-
-
Page 58
AED
2017
€
-
-
-
-
AED
2016
€
-
-
-
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2017:
Cash and cash equivalents
Loan to Group company
Trade and other payables
Total transaction risk
U.S.
Australian
Dollar
Dollar
2017
2017
€
€
6,073,422
11,450,826
-
17,524,248
2,840,173
-
(540,710)
2,299,463
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2016:
U.S.
Australian
Dollar
2016
€
1 3 ,395,630
7, 657,036
-
2 1 ,052,666
Dollar
2016
€
586,010
-
(4,462)
581,548
Average Rate
Closing Rate
2017
1.1373
1.4781
4.1763
2016
1.1062
1.4876
4.0622
2017
1.1979
1.5345
4.3988
2016
1.0536
1.4579
3.8688
Cash and cash equivalents
Loan to Group company
Trade and other payables
Total transaction risk
The following significant exchange rates applied during the year:
euro 1: US$
euro 1: A $
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 €851,000 (2016: reduce loss by €1,635,882).
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 €773,728 (2016: increase loss by €1,338,449).
Page 59
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 2017
31 December 2016
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
28,610,543
4,6 1 7,788
252,469
28,610,543
4,6 1 7,788
252,469
35,087,776
35,087,776
4,449,210
252,469
4,449,210
252,469
33,480,800
33,480,800
39,789,455
39,789,455
(3,294,170)
(3,294,170)
(3,080,673)
(3,080,673)
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 2017
31 December 2016
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
25,112,255
41,772,295
500,399
211,647
252,469
11,450,826
79,299,891
25,112,255
41,772,295
500,399
211,647
252,469
11,450,826
79,299,891
29,625,547
29,625,547
26,786,036
26,786,036
500,399
228,150
252,469
500,399
228,150
252,469
7,657,036
7,657,036
65,049,637
65,049,637
31 December 2017
31 December 2016
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
(267)
(549,024)
(549,291)
(267)
(549,024)
(549,291)
(355)
(156,410)
(156,765)
(355)
(156,410)
(156,765)
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 repayable on demand 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 60
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 2. The directors held the following interests at:
Name
Name of company
Interest at
31 December 2017
Interest at
31 December 2016 *
Mark McCloskey
Oneview Healthcare PLC
Number of shares
Options
Number of shares
Options
James Fitter
John Kelly
Ordinary shares €0.01
Restricted Stock Units
Oneview Healthcare PLC
Ordinary shares €0.01
Restricted Stock Units
Oneview Healthcare PLC
Ordinary shares €0.01
Restricted Stock Units
6,006,046
989,340
583,330
6,003,478
583,330
-
989,340
-
971,481
733,330
969,530
733,330
1,308,940
-
1,308,940
-
49,480
287,280
300,000
49,480
300,000
-
287,280
-
Patrick Masterson
Oneview Healthcare PLC
Ordinary shares €0.01
36,700
350,000
36,700
350,000
James William Vicars
Oneview Healthcare PLC
OV No.1 Pty Ltd (Note 1)
Oneview Healthcare PLC
Ordinary shares €0.01
11,790,098
50,000
8,231,251
50,000
Ordinary shares €0.01
1,871,466
-
1,521,660
-
The Estate of the late James Osborne Oneview Healthcare PLC
Ordinary shares €0.01
375,590
100,000
375,590
100,000
Daniel Petre
Oneview Healthcare PLC
Ordinary shares €0.01
521,977
90,000
446,635
90,000
Mark Cullen
Oneview Healthcare PLC
Ordinary shares €0.01
1,409,165
50,000
1,145,770
50,000
Joseph Rooney
Oneview Healthcare PLC
Ordinary shares €0.01
557,514
50,000
381,920
50,000
Christina Boyce
Lyle Berkowitz
Oneview Healthcare PLC
Ordinary shares €0.01
Oneview Healthcare PLC
Ordinary shares €0.01
*Or date of appointment if later and after reflecting the bonus issue.
34,354
50,000
27,933
50,000
-
50,000
-
-
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:
The Estate of James Osborne
James Fitter
John Kelly
31 December 2017
31 December 2016
ASX
Irish
ASX
Irish
342,250
2,250,421
326,760
375,590
342,250
375,590
2,280,421
2,248,470
2,278,470
336,760
326,760
336,760
Page 61
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.
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 the net assets of Oneview Healthcare PLC company in 2016 and 0.3% in 2017. Based on materiality this interest has not been
recorded.
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
Year ended 31 December 2017
Year ended 31 December 2016
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
Total
€
110,000
1,000
5,000
€
-
€
€
124,646
110,000
14,646
20,359
6,000
23,379
28,379
152,000
€
-
23,544
43,824
€
110,000
29,544
195,824
Other non – audit assurance services*
-
97,705
78,346
106,500
106,500
213,000
* - Fees include IPO related activity
116,000
135,730
251,730
374,500
173,868
548,368
Audit fees for the company for the year is included in the amount above, and is set at €10,000 (2016: €10,000).
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 26 February 2018.
Page 62
Additional ASX Info
Shareholder Information
As of 15 February 2018, the issued share capital of Oneview Healthcare PLC consists of 69,405,583 ordinary shares of
€0.001 each held by 528 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 528 CDI holders. The top 20 security holders
held 54,563,685 CDIs comprising 78.6% 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
139
157
62
121
49
528
73,676
415,494
491,931
4,097,475
64,327,007
69,405,583
0.1%
0.6%
0.7%
5.9%
92.7%
100%
There were 36 shareholders, with a total of 4,415 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 63
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
HSBC Custody Nominees (Australia) Limited
UBS Nominees Pty Ltd
Mark McCloskey
HSBC Custody Nominees (Australia) Limited - A/C 2
Manderrah Pty Limited
Goodbody Trustees Ltd
J P Morgan Nominees Australia Limited
BNP Paribas Nominees Pty Ltd
OV No.1 Pty Ltd - The OV Trust
Citicorp Nominees Pty Limited
Cicerone Pty Limited
Freshwater Superannuation Pty Limited
CJH Holdings Pty Limited – CJ Howard S/F Acc
Golden Growth Limited
CJH Holdings Pty
Top 4 Pty Ltd -The Foundation Inv S/F A/C
James Fitter1
Narron Pty Ltd
Mr Peter Langley Faulkner
20
Longbridge Nominees Pty Ltd
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
12,212,496
6,381,943
5,997,890
3,851,173
3,831,480
2,585,560
2,450,333
2,395,026
1,871,466
1,731,140
1,574,120
1,545,230
1,439,391
1,409,165
966,410
957,425
931,030
891,504
794,932
745,971
54,563,685
14,841,898
69,405,583
17.6%
9.2%
8.6 %
5.5%
5.5%
3.7%
3.5%
3.5%
2.7%
2.5%
2.3%
2.2%
2.1%
2.0%
1.4%
1.4%
1.3%
1.3%
1.2%
1.1%
78.6%
21.4%
100%
1. Excludes disclosure of the interests held by parents and children of directors in accordance with the requirements of the Australian Corporations Act. Refer to Note
20 of the Financial Statements
Substantial shareholders
As of 15 February 2018, there were 4 shareholders who held a substantial shareholding within the meaning of the
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
FIL Investment Management
OV No.1 Pty Ltd (ATF the OV Trust) (Note 1)
Total
No of CDI’s
% of issued capital
11,790,098
6,995,386
6,329,661
1,871,466
26,986,611
17.0%
10.1%
9.1%
2.7%
38.9%
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 64
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 €1.233 – vesting 31/12/15 – escrowed to 16 March 2018
Options – strike price €0.001 – vested 8/10/16 – escrowed to 16 March 2018
Options – strike price €1.233 – vesting 31/12/16 – 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 €0.001 – vesting 8/2/19 – 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
12,498,306
12,498,306
100,000
100,000
13,340
466,660
13,330
1,250,000
13,330
350,000
50,000
2,356,660
No securities were purchased on-market in the period from 1 January 2017 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 names of the joint Company Secretaries are Patrick Masterson and Nicholas Brown. 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 65
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
industry
The
in which Oneview operates, within
Australia, the U.S., 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 66
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
target markets implement healthcare policy changes
Page 67
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.