ANNUAL
REPORT 2018
We see a better way.
Table of Contents
DIRECTORS AND OTHER INFORMATION
CORPORATE DIRECTORY
CHAIRMAN’S LETTER
CEO REPORT
REMUNERATION REPORT
DIRECTORS’ REPORT
1
4
7
9
13
23
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
26
AUDITOR’S REPORT
FINANCIAL REPORT
NOTES
ADDITIONAL ASX INFO
APPENDIX: RISKS (UNAUDITED)
27
31
38
65
68
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.
During the year, the Board was comprised of an independent Chairman, three executive directors, one non-executive
director and five independent directors.
Directors
Joseph Rooney
Mark McCloskey
James Fitter
John Kelly
Michael Kaminski
Mark Cullen
Daniel Petre
Dr. Lyle Berkowitz
James William Vicars
Christina Boyce
Nationality
Irish
Irish
Australian
Irish
(Resigned 4 January 2019)
USA
(Appointed 22 August 2018)
Australian
Australian
USA
Australian
Australian
(Resigned 4 January 2019)
(Resigned 4 January 2019)
(Resigned 22 August 2018)
(Resigned 22 November 2018)
Joseph Rooney
Independent Chairman
Joseph joined Oneview in 2016 and assumed the role of Chairman upon the 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 has been CEO of Oneview Healthcare since Januar y 2013, helping transition what was then a 10 person
star t-up into a a publicly traded compnay in just over three years. 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 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).
Michael Kaminski
Non-Executive Director
Michael is a Chicago -based senior healthcare executive with over 3 5 years of experience in innovative
technology-based companies. He has a proven and successful track record operating across multiple stages of the
business cycle from star t-up entrepreneurial organisations to large global enterprises. Michael was most recently
the CEO of Landauer Inc. where he delivered significant EPS grow th and share price gains during his tenure.
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.
Page 3
Dr. Lyle Berkowitz
Independent Director
Lyle Berkowit z, MD, FACP, FHIMSS is a primar y care physician, a digital healthcare innovator and a health tech
entrepreneur. Lyle has a long histor y of intersecting clinical, information technology and innovation responsibilities
with executive management, business and entrepreneurial roles. For much of the past 20 years, Dr. Berkowit z has
helped lead IT and Innovation at Nor thwestern Medicine, a top 15 US healthcare system based out of Chicago. He
has additionally helped star t and manage several healthcare IT companies in that time frame, and current sits on
the boards of MDLive, healthfinch and Intelligent Locations. He additionally ser ves on the Advisor y Boards of the
Innovation Learning Network (ILN) and the Association of Medical Directors of Information Systems (AMDIS), is a
member of the Editorial Board for Clinical Innovation + Technology, and is the author of Innovation with Information
Technologies in Healthcare. He has been listed as one of HealthLeader’s “ Twenty People Who Make Healthcare
Better”; Healthspottr’s “Future Health Top 10 0”, and Modern Healthcare’s “ Top 25 Clinical Informaticists”. He
graduated with a Biomedical Engineering degree from the University of Pennsylvania and is an Associate Professor
of Clinical Medicine at the Feinberg School of Medicine at Nor thwestern University. He has been elected to
Fellowship in both the American College of Physicians (ACP) and the Healthcare Information Management Systems
Society (HIMSS).
James (Will) Vicars
Non-Executive Director
Will resigned from the board of Oneview in August 2018. He has been replaced by Michael Kaminski, who has been
appointed as his representative – see page 2. 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.
Christina Boyce
Independent Director
Christina (Christy) brings over 20 years management and consulting experience to Oneview Healthcare. She is
currently a director of Por t Jackson Par tners, a boutique strategy firm which focuses on strategic direction setting
in the context of industr y economics and competition and regulator y policy. She is also a non- executive Director
of ASX-listed companies Greencross Limited and Monash IVF. Christy previously held the role of senior executive
at the government business enterprise, NBN Co during its establishment where she led initial discussions with the
ACCC and acted as the company’s representative on the Federal Government’s Implementation Study. Prior to
this, Christy spent 14 years with McKinsey & Co, where she was elected Par tner at 32 years of age. During her time
there Christy co -led McKinsey’s Asia Pacific telecommunications and retail practices. Christy holds a Master of
Management (with distinction) from the Kellogg Graduate School of Management at Nor thwestern University and
a Bachelor of Economics from the University of Sydney.
Corporate Directory
1. 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 2018, and the number of meetings attended by each director were:
Page 4
Joseph Rooney
Mark McCloskey
James Fitter
John Kelly
Lyle Berkowitz
Christina Boyce
Mark Cullen
Daniel Petre
James William Vicars
Michael Kaminski
Full Board
Audit and Risk
Committee
Remuneration &
Nomination
Committee
Eligible to
attend
Attended
Eligible
to attend
Attended
Eligible to
attend
Attended
9
9
9
9
9
7
9
9
3
6
9
8
9
9
7
7
8
4
3
6
4
-
-
-
-
4
4
-
-
-
4
-
-
-
-
4
4
-
-
-
3
-
-
-
-
-
3
-
1
2
3
-
-
-
-
-
2
-
1
2
2. Deeds of access, indemnity and
3. 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
for
(www.
oneviewhealthcare.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
insurance for directors
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.
Page 5
Independent Auditor
KPMG
Chartered Accountants
1 Stokes Place
St. Stephen’s Green
Dublin 2
Ireland
Bankers
HSBC Bank Ltd
Guildford and Weybridge Commercial Centre
Edgeborough Road
Guildford
Surrey GU12BJ
United Kingdom
Company Number
513842
ABRN
610 611 768
ASX Code
ASX: ONE
Company Website
www.oneviewhealthcare.com
5. Corporate directory
Registered office & business address
Block 2
Blackrock Business Park
Carysfort Avenue Blackrock
Co. Dublin
Ireland
Solicitors
A&L Goodbody
25-28 North Wall Quay
Dublin 1
Ireland
Clayton Utz
Level 15
1 Bligh Street
Sydney
NSW 2000
Australia
Registry
Computershare Investor Services Pty Ltd
Level 4
60 Carrington Street
Sydney
NSW 2000
Australia
Company Secretaries
Patrick Masterson
Nicholas Brown (Resigned 4 January 2019)
Page 7
Chairman’s
Letter
Fellow Shareholders,
On behalf of your Board of Directors, it is my pleasure
to present the Oneview Healthcare PLC Annual
Report for the financial year ended 31 December
2018.
We were delighted with the support we received
from both existing and new investors who supported
the company in raising fresh equity of approximately
A$30 million in December 2017. This fresh equity
provided us with the financial flexibility to execute
on our business plan in 2018. Oneview saw a 75%
increase in the number of live beds, a 19% increase
in total contracted beds and a 35% increase in our
recurring revenue.
Oneview’s objective
is enabling healthcare
organisations to make use of consumer technologies
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 two core products: Inpatient and Senior
Living.
the overall patient experience,
Inpatient: The Inpatient Platform allows for active
collaboration between patients and clinical staff.
Enriching
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
Page 8
Mike Kaminski have made to the Board and say a
special thank you to the departing non-executive
directors, Christy Boyce, Daniel Petre and Mark
Cullen, for their valuable advice and service over
the past few years. Similarly, I would like to thank
John Kelly for his contribution to the Board and his
ongoing commitment as CFO.
We are fortunate to have a stable and skilled group
of senior leaders across the company. I would like
to thank them for their enthusiasm and commitment
to the Company and for their professionalism in
confronting some of the challenges we endured in
realigning the strategic direction of the company.
I would also like to thank our devoted employees
across all aspects of the business who have worked so
hard to ensure our technology platform is genuinely
impacting patients’ lives. Finally, I would like to thank
our hospital and healthcare clients who constantly
challenge us and rank among the most respected
and discerning providers in their respective fields
across the world.
Thank you all for your continued support.
Sincerely yours,
Joe Rooney
Chairman
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 6,258 beds in healthcare facilities in the
United States, Australia, the United Arab Emirates,
Thailand and Ireland, with a further 4,452 beds
contracted but yet to be installed.
Senior Living: Our Senior Living solution is an
entirely new product scheduled for delivery in 2019.
It is based on some of the founding principles of our
Inpatient Platform targeting resident experience,
communication with clinicians and family members
as well as monitoring through ambient sensors. It
represents an exciting market for development, with
very limited penetration of technology to date and
an addressable market 2.5x to 3x the size of the acute
hospital market. Oneview deployed a hybrid version
of our inpatient product at its first Senior Living facility
in 120 beds in Australia in 2018 to gather some initial
product feedback. We look forward to the delivery of
the expanded senior living solution in the year ahead.
I would
invaluable
to acknowledge
contribution my colleagues, Dr Lyle Berkowitz and
the
like
CEO Report
Page 9
“Recent customer testimonials have reinforced
the impact of our technology and purpose of our
mission and I would like to take this opportunity
to thank all our customers, employees and
shareholders for their continued support as we
strive to make a real difference to patients and
seniors when they are at their most vulnerable.”
2018 had many operational highlights, both in our
existing markets of the US and Australia and in new
geographies as we enjoyed our inaugural success in
the medical tourism market of Thailand. The company
its pipeline of new business
continues to grow
opportunities in all of its key markets, but is focused
primarily on North America and Australia.
Strategic Review
A strategic review to optimise capital allocation and
governance, in order to sustainably deliver shareholder
returns was completed during the period. As a result of
this review:
•
four products
The existing product portfolio has been reduced
from
(Inpatient, Senior Living,
Pathways and Connect) to two products only
(Inpatient and Senior Living);
• New feature development on Connect has been
suspended for at least the next 12 months. However,
this mobile application will be converged with our
Inpatient product; and
The company is seeking a strategic partner to
fund the continued development of the Pathways
product with Oxford.
•
Simplification of the portfolio will allow Oneview to focus
its resources on accelerated delivery and innovation
of its Inpatient product (currently 90% of revenues)
and Senior Living product. It also reduces complexity
and is expected to result in targeted 2019 operating
cost savings (including the impact of the previously
announced leadership reorganisation) of approximately
€4.0 million vs. prior estimates. Consistent with this
approach to streamline operations, the Board of Directors
of Oneview Healthcare has reviewed its corporate
governance and has reduced the number of executive
Directors appointed to the Board from three to two; and
reduced the number of non-executive Directors from
six to three, commensurate with listed Boards of similar
sized businesses listed on the Australian Securities
Exchange.
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
35 hospitals which are currently live and leveraging the
power of the Oneview platform for their patients on a
daily basis. We have a further 20 hospitals contracted
not yet delivered, the majority of which we expect
to bring live by March 2020. 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 50%, thereby making our core platform an
even more compelling proposition from a return on
investment perspective. Our first Generation 3 Android
customer go-lives occurred during the year at NYU
Langone in New York City and at BJC Healthcare in St.
Louis, Missouri.
At the beginning of the year, the Company announced
the signing of a 5-year contract with Mater Misericordiae
Limited (“The Mater”), a network of hospitals and
healthcare facilities throughout Brisbane, Redland and
Springfield, Australia, to deploy the Oneview patient
engagement and clinical workflow solution in 904
beds across 9 facilities. Implementation of the project
commenced in the second half of the year with a
small number of beds going live prior to year-end. The
remainder of the project will be delivered in 2019. Our
first Australian Gen 3 customers will be The Mater and
Sydney Children’s Hospital, Randwick, both of which are
scheduled to go live during the first half of 2019.
In the first quarter of the year, we also agreed terms with
the high-profile NYU Langone Medical Center in New
York City, to expand the scope of our implementation
to include an additional 124 beds across a number of
perioperative bays and paediatric rooms.
In May, we announced an expansion in our global
footprint with the signing of a new contract with
Bumrungrad International Hospital (“Bumrungrad”) in
Bangkok, Thailand. This is our first entry into the medical
tourism market in South East Asia and it was one of the
strategic priorities announced at the time of our initial
public offering. This win serves to reaffirm the global
appeal of the Oneview platform and the fact that patient
experience is an international priority. The inaugural
three-year contract involves deployment of the Oneview
solution in 497 beds and 110 digital signage locations
at Bumrungrad’s flagship hospital at Sukhumvit 3 in
Bangkok, with initial go-live being achieved in December
2018.
In the first half of the year, Mediclinic Middle East in
the UAE, (part of Mediclinic International PLC, a private
healthcare company with operations in Southern Africa,
Switzerland and the United Arab Emirates), signed an
expansion agreement to deploy the Oneview inpatient
solution at their new Mediclinic Parkview Hospital. The
new hospital was opened to the public in November
2018 with the Oneview solution being deployed across
168 patient rooms and 144 digital signage locations.
In the second half of the year, the company achieved
a number of expansion deals with existing customers
including:
•
BJC HealthCare signed an expansion agreement to
expand the Oneview platform across an additional
126 beds at their BJC South facility and 103 beds at
their BJC West County hospital.
• UCSF signed an agreement to expand the Oneview
solution to their new Precision Cancer Medical
Building (PCMB). This is a new state of the art building
opening in early 2019 on the Mission Bay campus.
Oneview will be deployed across 60 end points
including infusion chairs, individual chemotherapy
bays and common areas.
Page 10
During the high profile HIMSS (Healthcare Information
and Management Systems Society) event in Las Vegas
early in the year, Oneview, along with the Sydney
Children’s Hospital Network, were jointly announced as
winners of the Microsoft 2018 Health Innovation Award
for “Engage Your Patients.” The award recognises health
organisations and their technology solution partners
for using Microsoft’s Azure technology in innovative
ways that help engage patients, empower care teams,
optimise clinical and operational effectiveness and
transform health. In announcing the award, Microsoft
stated that the 2018 winners are impacting the industry
by creating breakthrough solutions that empower health
and life sciences organisations, while meeting global,
local and industry specific compliance and security
standards.
Patient Pathways
As outlined above, arising from the strategic review
carried out during the year, the decision was made
to seek a strategic partner to fund the continued
development of the Pathways product with the
University of Oxford and Oxford University Hospitals
NHS Foundation Trust. We have identified a number of
potential partners with whom we are actively engaged.
Senior Living
Our Senior Living solution achieved a number of
important milestones during 2018:
•
•
In September, we deployed the Senior Living
product at our first residential aged care facility
in Australia, with the opening of the new 120-bed
Thomas Holt facility at Kirrawee in Sydney.
Subsequent to year-end, the company announced
our inaugural Senior Living contract in the critical
US market with Christian Living Communities in
Denver, Colorado. The initial deployment of this
product is scheduled for 2019.
Dr. Joan Cahill is a Research Fellow and Principal
Investigator at the Center for Innovation in Human
Systems (CIHS), at the School of Psychology, Trinity
College Dublin, Ireland. Since September 2016, Dr.
Cahill has been leading a research study in the area
of assisted living (AL) at Oneview Healthcare, linking
to the specification of the Senior Living product. Most
recently, Dr Cahill’s research has focused on embedding
a theoretical framework for monitoring and evaluating
wellness
in the design and
application of IoT/sensor-based infrastructures.
in AL environments,
2018 Operational & Financial Review
Page 11
Oneview achieved 35% year over year growth in
recurring revenue to €3.4m in 2018. This growth will
continue to accelerate in 2019 as we implement our
existing contracted book of business.
Oneview finished the year with €9.3m in cash reserves.
The impact of the cost reductions arising from the
strategic review is having a positive impact on cash
outflows. Notwithstanding the material improvements
in cash-flow since the strategic review, the company
is currently working with its advisors to evaluate a
number of alternative funding strategies to strengthen
its balance sheet as it pursues these opportunities.
As of 31 December 2018, we have achieved a 19%
increase in contracted beds since 31 December 2017
with 10,710 beds contracted. At 31 December 2018, we
were in contract negotiation for 9,667 beds and had
submitted a request for pricing (“RFP”) for a further
9,193 beds.
Contracted Bed & Pipeline Developments
Dec-17
Dec-18
IPO
12,990
IPO
Dec 2016
Dec-17
Jan-18
10,710
8,998
9,667
9,193
Contracted Bed & Pipeline Developments
6,258
5,416
4,452
12,214
4,923
5,508
3,582
5,181
3,292
2,515
1,998
1,294
5,508
4,510
1,998
1,896
7,704
7,404
3,292
IPO
Dec 2016
1,896
Contracted
Not Yet Installed
Total
Contracted
Live & Installed
Preferred Tendered/
In Contract
Submitted
an RFP
Contracted But
Not Yet Installed
Total Under RFP
Process
Total Under Contract
In Contract Nego�a�on
Submi�ed or Preparing
to Submit a Tender
+35%
Recurring revenue
55
Contracted hospitals
increase
35%
revenue to €3.4m in 2018.
in recurring
IPO
1,294
1,998
3,292
1,896
5,508
Dec-17
3,582
5,416
8,998
4,923
12,990
Dec 18
6,258
4,452
10,710
9,667
9,193
Page 12
CY18 vs. IPO
384%
123%
225%
410%
67%
Live and installed
Contracted but not yet installed
Total under contract
In contract negotiations
Submitted or preparing to submit proposal1
Note 1: Based on management’s assessment of current opportunities
2019 and beyond
We anticipate continued enhancement of our
implementation framework will result in faster and more
efficient deployments as we continue to scale.
From a sales perspective, in the highly connected
healthcare industry, our customers remain our most
important salespeople. With a rapidly expanding
installed base, the company believes referral sales are
likely to accelerate. Our direct sales force continues to
actively target the most innovative hospitals in the world
and the largest integrated delivery systems in the United
States. The company expects lower hardware costs will
help increase market penetration.
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.
Recent customer testimonials have reinforced the
impact of our technology and purpose of our mission
and I would like to take this opportunity to thank all
our customers, employees and shareholders for their
continued support as we strive to make a real difference
to patients and seniors when they are at their most
vulnerable.
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 and sales across the Company. Likewise, I
would like to personally thank all our staff and especially
Yours sincerely,
James Fitter
CEO
10,710
Contracted beds
increase
in contracted
19%
beds since 31 December 2017.
€9.3 M
Cash
€9.3m
December 2018.
in cash of 31
Page 13
Remuneration Report
The Remuneration and Nomination Committee set out its report1 as follows:
1. Principles used to determine
the nature and amount of
remuneration
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.
i. Objectives & framework
ii. Remuneration & Nomination Committee
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 has ensured that
executive reward satisfies the following key criteria for
good reward governance practices:
The Board has established a Remuneration and
Nomination Committee. During the year, the committee
comprised Joseph Rooney (Chairman), Mark Cullen
and James (Will) Vicars. On 22 August 2018, Michael
Kaminski replaced James (Will) Vicars and assumed the
position of chair of the committee. On 4 January 2019,
Lyle Berkowitz replaced Mark Cullen. Effective 4 January
2019, the committee comprises Michael Kaminski
(Chairman), Joseph Rooney and Lyle Berkowitz.
• Competitiveness and awareness
• Acceptability to shareholders
•
Performance
compensation
Transparency
•
• Capital management
linkage / alignment of executive
that
The Group has structured an executive remuneration
and
is market
framework
the
the
complimentary
organisation. The Board is satisfied remuneration
recommendations are made
from undue
influence by the members of the key management
personnel.
reward strategy of
competitive
free
to
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 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 members of the
Board and its committees;
induction of 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
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.
•
approval; and
the size and composition of the Board and strategies
to address Board diversity and the Company’s
performance in respect of the Company’s Diversity
Policy, including whether there is any gender 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.
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
Page 14
remuneration was
the company
a. Non-executive directors’ fees
reviewed
The current base
listing on
immediately prior
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.
to
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 AUD $750,000
(€476,130) total pool per annum, as set out in the
Company’s prospectus issued on 19 February 2016.
The following fees have been applied:
From 1 January 2018
to 31 December 2018
From 1 January 2017 to
31 December 2017
€
69,234
227,866
-
8,305
-
11,801
317,206
€
63,271
276,024
-
75,753
-
14,859
429,907
promotion. There are no guaranteed base pay increases
included in any executives’ contracts. Executives may
receive benefits including health insurance, or other
expense reimbursements.
b. Annual discretionary bonus
The executive directors are entitled to receive an annual
discretionary bonus of up to 100% of base salary. No
annual bonuses were paid out during the year (2017:
€Nil).
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” (RSU’s) which are subject to restrictions and
forfeiture. Shares awarded are held by an independent
trustee based in Ireland, Goodbody Trustees Limited.
No payment is required by the Participant for the grant
of an award of RSUs.
Awards to executive directors
in the year and
the preceding 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 dividends 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 day
of the FY2017, FY2018, FY2019 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 Consolidated
financial statements for FY2017, FY2018, FY2019
and FY2020 (‘test dates’), against the audited
Consolidated 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
Assisted 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
2. Details of remuneration
i. Remuneration of key management personnel - 2018
Short-term
benefits
Bonus
Salary &
fees
Non
cash
benefits
Sub
Total
Post
employment
benefits
2018
Total
2017
Total
James Rooney
Michael Kaminski1
Lyle Berkowitz2
Mark Cullen6
Daniel Petre6
Christina Boyce3
James (Will) Vicars4
James Osborne5
Sub-total – non-
executive directors
Mark McCloskey
James Fitter
John Kelly6
Total Executive
Directors
Total7
€
69,234
16,889
47,526
47,526
43,405
51,710
29,115
-
305,405
297,500
297,500
216,875
811,875
1,117,280
€
€
€
69,234
16,889
47,526
47,526
43,405
51,710
29,115
-
305,405
305,161
302,864
221,869
-
-
-
-
-
-
-
-
-
7,661
5,364
4,994
18,019
829,894
-
-
-
-
-
-
-
-
-
-
-
-
-
-
€
-
-
-
-
4,123
4,912
2,766
-
11,801
36,748
36,748
17,500
90,996
€
69,234
16,889
47,526
47,526
47,528
56,622
31,881
€
51,055
-
111,266
51,055
51,084
68,110
51,084
-
46,253
317,206
429,907
341,909
314,177
339,612
312,194
239,369
221,020
920,890
847,391
18,019
1,135,299
102,797
1,238,096
1,277,298
1.
2.
3.
4.
5.
6.
7.
Michael Kaminski was appointed to the board on 22 August 2018.
Lyle Berkowitz’s salary and fees for 2017 include an amount of €60,211 under a consultancy contract as special advisor on innovation.
Christina Boyce resigned from the board on 22 November 2018.
James (Will) Vicars resigned from the board on 22 August 2018.
James Osborne passed away on 17 August 2017.
Mark Cullen, Daniel Petre and John Kelly resigned from the board on 4 January 2019.
Excludes employer based taxes of €40,801 (2017 €36,879).
ii. 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 fair value charges 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 Kaminski
Sub-total – non-executive directors
Mark McCloskey1
James Fitter1
John Kelly
Total Executive Directors
Total
2018
2017
€
24,986
-
-
42,901
24,917
24,917
16,043
-
€
24,986
45,465
42,901
42,901
24,986
26,654
24,986
-
133,764
232,879
(58,073)
(43,541)
211,256
109,642
398,488
483,105
263,739
1,145,332
243,406
1,378,211
As noted in 2.ii above, for Mark McCloskey and James Fitter, the non-cash accounting charge in respect of their restricted stock units under the RSP is a
1.
negative charge in 2018
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
Michael Kaminski
Lyle Berkowitz
Mark Cullen
Daniel Petre
Christina Boyce
James (Will) Vicars
James Osborne
Mark McCloskey1
James Fitter1
John Kelly
Fixed Remuneration
At Risk
2018
%
73%
100%
53%
66%
66%
100%
67%
-
100%
100%
53%
78%
2017
%
67%
-
72%
67%
66%
61%
67%
50%
44%
39%
46%
48%
2018
%
27%
0%
47%
34%
34%
0%
33%
-
0%
0%
47%
22%
2017
%
33%
-
28%
33%
34%
39%
33%
50%
56%
61%
54%
52%
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 targets, vesting and/or exercise (as the case
may be), are determined annually by the Remuneration
committee.
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 of the IPO on 17 March
2016, 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.
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
Page 18
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 targets, vesting and/or exercise (as the case
may be), are determined annually by the Remuneration
committee.
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 of the IPO on 17 March 2016,
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
John Kelly is employed as Chief Financial Officer under an
employment contract with a Oneview group company.
John’s remuneration package is comprised of a base
salary of €225,000 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 targets, vesting and/or exercise (as the case
may be), are determined annually by the Remuneration
committee.
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 of the IPO on 17 March 2016, 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.
Page 19
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 2018 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 2018
Exercisable as at 31 December 2018
Estate of James Osborne Grant
31 December 2014
Estate of James Osborne Grant
31 December 2015
Outstanding as at 31 December 2018
Exercisable as at 31 December 2018
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 2018
Exercisable as at 31 December 2018
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 2018
Exercisable as at 31 December 2018
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 2018
Exercisable as at 31 December 2018
James (Will) Vicars
Grant
31 December 2015
Outstanding as at 31 December 2018
Exercisable as at 31 December 2018
Daniel Petre
Daniel Petre
Grant
Grant
31 December 2014
31 December 2015
Mark Cullen
Grant
31 December 2015
Outstanding as at 31 December 2018
Exercisable as at 31 December 2018
Outstanding as at 31 December 2018
Exercisable as at 31 December 2018
Christina Boyce
Christina Boyce
Grant
Forfeit
19 April 2016
7 November 2018
Outstanding as at 31 December 2018
Exercisable as at 31 December 2018
Lyle Berkowitz
Grant
27 April 2017
Outstanding as at 31 December 2018
Exercisable as at 31 December 2018
-
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
50,000
40,000
50,000
90,000
90,000
50,000
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
€0.001
18 April 2019
€0.001
9 September 2019
Page 21
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.
For the year ended 31 December 2018, 400,000 RSU’s vested following achievement of performance conditions
relating to continuing employment, as set by the Remuneration and Nomination Committee when the scheme was
adopted. These were transferred by the trustee, Goodbody Trustees Ltd to the beneficiaries, Mark McCloskey and
James Fitter on 18 January 2019. The year 2 performance conditions for CAGR in TSR, recurring revenue growth,
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 respect of the year ended 31 December 2018, along with any RSUs allocated to unachieved
performance conditions from the prior year shall be aggregated with the award pool for the subsequent year ended
31 December 2019, with updated performance conditions being set.
For the year ended 31 December 2017, 109,820 RSUs vested following achievement of year 1 performance conditions
for recurring revenue growth (RRG) as previously set by the Remuneration and Nominations Committee. These were
transferred by the trustee, Goodbody Trustees Ltd to the beneficiaries, Mark McCloskey and James Fitter on 18
January 2019. 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 respect 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 with vesting over a service period as follows:
Recipient
Award Date
RSUs
Vested 2018
Vested 2017
Vesting Term
Performance Conditions
Mark McCloskey
16 March 2016
200,000
200,000
Mark McCloskey
16 March 2016
Mark McCloskey
16 March 2016
Mark McCloskey
16 March 2016
Mark McCloskey
16 March 2016
205,910
274,560
102,960
205,910
-
-
54,910
-
-
989,340
200,000
54,910
16 March 2016
200,000
200,000
James Fitter
James Fitter
James Fitter
James Fitter
James Fitter
John Kelly
John Kelly
Sub total
RSU’s vested
Total outstanding RSU’s
525,510
205,910
274,560
102,960
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
-
-
-
54,910
-
1,308,940
200,000
54,910
100,000
187,280
287,280
-
-
-
2,585,560
400,000
109,820
509,820
2,075,740
*Compound Annual Growth Rate in Total Shareholder Return
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
Page 2 2
The tests for hospital beds contracted and Assisted
Living/Senior Living beds contracted along with recurring
revenue growth for 2018 and future years was based at a
level approximating to 60% achievability. This was 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.
5. Additional Information
i. Loans to director
issue of restricted shares under the Restricted Share Plan.
The loan is repayable on demand in the event of disposal of
restricted shares under the RSP upon lifting of the relevant
restrictions attached to shares. To calculate the notional
interest on this loan the director believes an interest rate
of 5% is appropriate. This equates to notional interest of
€28,403 over the term, which is considered directors’
remuneration, and is in addition to the amounts disclosed in
section 2 (i). The loan value represents 0.3% of net assets of
Oneview Healthcare PLC company as at 31 December 2018.
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
Michael Kaminski
Chairman of the
Remuneration Committee
29 March 2019
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 2018.
Page 23
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 €8,200,358 (2017:
€6,312,713), an increase of 30%. Recurring revenue for
the year amounted to €3,439,113 (2017: €2,546,104), an
increase of 35% and continues to grow as the company
deploys incrementally across its increasing customer
base.
As at 31 December 2018, the Oneview Inpatient solution
was live in 6,258 beds with a further 4,452 beds
contracted but not yet installed. The Company expects
the vast majority of these contracted beds to be installed
during the 2019 calendar year. There were a further 9,667
beds in contract negotiation and 9,193 in tender process.
During the year, the Company announced a number of
contract successes:
At the beginning of the year, the Company announced
the signing of a 5-year contract with Mater Misericordiae
Limited.
In the first quarter of the year, we also agreed terms with
the high-profile NYU Langone Medical Center in New
York City to expand the scope of our implementation
to include an additional 124 beds across a number of
Perioperative and paediatric rooms.
In May, we announced an expansion in our global
footprint with the signing of a new contract with
Bumrungrad International Hospital (“Bumrungrad”) in
Bangkok, Thailand.
In the first half of the year, we also announced that an
existing Oneview customer, Mediclinic Middle East in
the UAE, (part of Mediclinic International PLC, a private
healthcare company with operations in Southern Africa,
Switzerland and the United Arab Emirates), had signed
an extension agreement to deploy the Oneview inpatient
solution at their new Mediclinic Parkview Hospital.
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 have been offset against retained
earnings. Notwithstanding the material improvements
in cash-flow since the strategic review, the company is
currently working with its advisors to evaluate a number
of alternative funding strategies that will strengthen its
balance sheet as it pursues these opportunities.
3. Principal risks and uncertainties
Details of the principal risks and uncertainties facing the
Group are set out in an Appendix to this annual report.
The risks as set out in the Appendix include:
• Oneview operates in a competitive industry
•
Risk that the Oneview Solution is disrupted, fails or
ceases to function efficiently
Failure to protect intellectual property
Public healthcare funding and other regulatory
changes
•
•
4. Financial risk management
Our financial risk management objectives and policies to
manage risk are set out in Note 20 to the consolidated
financial statements, ‘Financial Instruments’. The Group
did not enter into any derivative transactions during
2018 or 2017.
5. Results and dividends
The loss for the year amounted to €20,278,369 (2017:
loss of €25,901,148). The directors do not recommend
payment of a dividend.
6. Directors
The current directors are as set out on page 1. The
directors interests in shares and debentures held at 31
December 2018 are disclosed in note 21.
2. Financial activities
7. Post balance sheet events
On 29 November 2017, the Company completed an
institutional offer issuing 10,877,705 new shares of €0.001
There are no post balance sheet events that would require
disclosure or adjustment to the financial statements.
8. Political contributions
13. Directors’ compliance
The Group and Company did not make any disclosable
political donations during the year.
statement
Page 24
9. Research and development
The Group is involved in research and development
activities and during the year incurred €656,449 in
development costs that were capitalised and a further
€1,725,998 of research costs that were expensed as
they do not meet the current accounting criteria for
capitalisation.
10. Going concern
The Group financial statements have been prepared on
a going concern basis and this has been set out in note
1 of the Accounting Policies.
11. Acquisition of the Company’s
own shares
In accordance with a shareholders’ resolution of 16
March 2016, the Company acquired, for purposes of
the Long Term Incentive Plan (LTIP), 2,585,560 of its own
shares with a nominal value of €2,586, and representing
5% of the Company’s called-up share capital, for a total
consideration of €2,586. These shares are currently held
by Goodbody Trustees Limited in trust, pending vesting
conditions being met.
12. Audit committee
The Group has established an Audit Committee with
responsibility for assisting the board of the Company
in fulfilling its corporate governance and oversight
responsibilities in relation to the Company’s financial
reports and financial reporting process and internal
control structure, risk management systems (financial
and non financial) and the external statutory audit
process. The Committee meets on a regular basis to:
•
review and approve internal audit and external
statutory audit plans;
review and approve financial reports; and
review
the effectiveness of
compliance and risk management functions.
the Company’s
•
•
The directors, in accordance with Section 225(2) of
the Companies Act 2014, acknowledge that they are
responsible for securing the Company’s compliance
with certain obligations specified in that section arising
from the Companies Act 2014, and Tax laws (‘relevant
obligations’). The directors confirm that:
•
a compliance policy statement has been drawn up
setting out the Company’s policies with regard to
such compliance;
appropriate arrangements and structures that,
in their opinion, are designed to secure material
compliance with
relevant
the Company’s
obligations, have been put in place; and
a review has been conducted, during the financial
year, of the arrangements and structures that
have been put in place to secure the Company’s
compliance with its relevant obligations.
•
•
14. Relevant audit information
The directors believe that they have taken all steps
necessary to make themselves aware of any relevant
audit information and have established that the Group’s
statutory auditors are aware of that information. In so far
as they are aware, there is no relevant audit information
of which the Group’s statutory auditors are unaware.
15. Accounting records
To ensure that adequate accounting records are kept in
accordance with Sections 281 to 285 of the Companies
Act 2014, the directors have employed appropriately
qualified accounting personnel and have maintained
appropriate computerised accounting systems. The
accounting records are located at the company’s office
at Block 2, 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 Mark McCloskey 29 March 2019
Director
Director
Page 25
Page 26
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;
state whether applicable Accounting Standards have
been followed, subject to any material departures
disclosed and explained in the financial statements;
assess the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern; and
use the going concern basis of accounting unless
they either intend to liquidate the Company or to
cease operations, or have no realistic alternative but
to do so.
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 Mark McCloskey 29 March 2019
Director Director
Page 27
Auditor’s Report
Independent auditor’s report to the members of Oneview
Healthcare PLC
1. Opinion
the Consolidated statement of
We have audited the financial statements of Oneview
Healthcare PLC (‘the Company’) for the year ended
31 December 2018 set out on pages 31 to 64, which
total
comprise
comprehensive income, the Consolidated statement of
financial position, the Company statement of financial
position, the Consolidated statement of changes in
equity, the Company statement of changes in equity,
the Consolidated statement of cash flows, the Company
statement of cash flows and related notes, including
the summary of significant accounting policies set
out in note 1. The financial reporting framework that
has been applied in their preparation is Irish Law and
International Financial Reporting Standards (IFRS) as
adopted by the European Union.
In our opinion:
•
•
•
the Group financial statements and Company
financial statements give a true and fair view of the
assets, liabilities and financial position of the Group
and the Company as at 31 December 2018 and of
the Group’s loss for the year then ended;
the Group financial statements and the Company
financial statements have been properly prepared in
accordance with IFRS as adopted by the European
Union; and
the Group financial statements and the Company
financial statements have been properly prepared
in accordance with the requirements of the
Companies Act 2014.
Basis for opinion
We conducted our audit
in accordance with
International Standards on Auditing (Ireland) (ISAs
(Ireland)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements
section of our report. We have fulfilled our ethical
responsibilities under, and we remained independent of
the Company in accordance with ethical requirements
that are relevant to our audit of financial statements in
Ireland, including the Ethical Standard issued by the
Irish Auditing and Accounting Supervisory Authority
(IAASA), as applied to listed entities.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a 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.
In addition to the matter described in the Material
uncertainty related to going concern section, in arriving
at our audit opinion above, there was one key audit
matter, in the charts on page 28.
Revenue recognition €8.2 million (2017 - €6.3 million)
Refer to note 1 (accounting policy) and note 2 (financial disclosures)
The key audit matter
How the matter was addressed in our audit
Page 28
We identified a significant risk of error
related to revenue recognition.
There are several areas of judgment in
determining the appropriate revenue
recognition. The main issues are:
individual
• Whether contracts can be separated
into
performance
obligations or whether the contract is
to be treated as a single performance
obligation 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
•
•
to
Our assessment of the risk has been
the updated
reflect
amended
accounting policies arising from the
implementation of IFRS 15 – Revenue
from Contracts with Customers.
•
•
Our audit procedures included, among others, performing the following
audit tests for a sample of contracts selected based on the magnitude of
the individual contact and/or amount of revenue recognised in the year:
• Obtaining and documenting our understanding of the process around
the transition to IFRS 15 and the determination of revenue to be
recognised in line with the new standard and testing the design and
implementation of the relevant controls therein
• We assessed that revenue and expenses were recognised in the
correct period by agreeing individual transactions to underlying
financial records.
• Where a contract contained multiple performance obligations,
we challenged the Group’s judgments as to whether there were
performance obligations that should be accounted for separately. We
did this by:
•
analysing the terms of the contracts to ensure the contract
specifically identified separate performance obligations or that
there existed an expectation of performance obligations based on
contracted deliverables;
obtaining an understanding of the nature of each performance
obligation through discussions with the business’ management
team and comparison to 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.
• We then considered whether the Group could reliably determine the
fair value of each performance obligation. 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.
• Assessed the adequacy of the group’s disclosures when compared to
the requirements of IFRS 15.
Based on the evidence obtained from the procedures performed, we
considered that the judgements made in relation to revenue are reasonable.
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). In arriving at our Parent Company audit opinion, there was one key audit matter as follows:
Parent Company Key Audit Matter – Valuation of Investment in subsidiaries
and expected credit losses of Intercompany Receivables €80.2 million
Refer to financial statements note 1 (accounting policy) and note 10
and note 12 to the Parent Company financial statements.
The key audit matter
How the matter was addressed in our audit
identified a significant
risk of
We
error related to the
impairment test
for the Parent Company’s investment
in subsidiaries and carrying value of
intercompany receivables, as the fair
values used for the
impairment test
information are dependent on projected
financial information.
We obtained an understanding of the process related to development
of projected financial information, including the preparation of the
impairment test.
We performed audit procedures to evaluate the appropriateness of
the Company’s projected financial information, including assessment
of significant assumptions against externally derived data and internal
source data.
We considered the financial statement disclosures for completeness and
accuracy.
Based on the evidence obtained we found that the inputs to the Parent
Company investment in subsidiaries and intercompany receivables
impairment calculation and related disclosures to be reasonable.
3. Our application of materiality and an
overview of the scope of our audit
The materiality for the group financial statements as a
whole was set at €0.27 million (2017: €0.32 million). This
has been calculated with a reference to group expenses,
excluding depreciation, foreign exchange gains or
losses and share-based payment expenses. 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 the
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 €0.01 million (2017: €0.02 million).
Material uncertainty related to going concern
We draw attention to note 1 to the financial statements
which indicates that the Group may not have sufficient
working capital to fund its operations for a period of at
least 12 months from the date of signing of the financial
statements. These events and conditions, along with
the other matters explained in note 1, constitute a
material uncertainty that may cast significant doubt on
the Group’s and the Company’s ability to continue as a
going concern. Our opinion is not modified in respect
of this matter.
included
information
Other information
The directors are responsible for the other information
presented in the Annual Report together with the
financial statements. The other information comprises
the
in the directors’ report,
Chairmans’ Letter, CEO Report, Remuneration Report,
Additional ASX Information and Specific Risks. The
financial statements and our auditor’s report thereon do
not comprise part of the other information. 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
is
statements audit work, the
materially misstated or inconsistent with the financial
statements or our audit knowledge. Based solely on
that work we have not identified material misstatements
in the other information.
information therein
Based solely on our work on the other information, we
report that:
• we have not identified material misstatements in
the directors’ report;
in our opinion, the information given in the directors’
•
Page 29
•
report is consistent with the financial statements;
in our opinion, the directors’ report has been
prepared in accordance with the Companies Act
2014.
Our opinions on other matters prescribed by 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 financial
statements are in agreement with the accounting
records.
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.
4. Respective responsibilities and restrictions
on use
Directors’ responsibilities
As explained more fully in their statement set out
on page 26, 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 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
Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
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 an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (Ireland) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
Page 30
A fuller description of our responsibilities is provided on
IAASA’s website at
https://www.iaasa.ie/getmedia/b2389013-1cf6-
458b-9b8f-a98202dc9c3a/Description_of_auditors_
responsiblities_for_audit.pdf
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.
29 March 2019
Sean O’Keefe
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
Financial Report
Consolidated statement of comprehensive income
for the year ended 31 December 2018
Continuing Operations
Revenue
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)/profit
Items that will or may be reclassified to profit or loss
Foreign currency translation differences on
foreign operations (no tax impact)
Other comprehensive (loss)/profit, net of tax
Page 31
Note
2018
€
2017
€
2
8,200,358
6,312,713
(4,153,811)
(2,760,649)
4,046,547
3,552,064
(7,864,255)
(8,946,216)
(12,637,659)
(13,802,849)
(3,949,785)
(4,869,978)
3,4
(20,405,152)
(24,066,979)
5
5
6
7
7
(23,297)
(1,738,626)
208,882
1,492
(20,219,567)
(25,804,113)
(58,802)
(97,035)
(20,278,369)
(25,901,148)
(20,278,369)
(25,901,148)
(0.29)
(0.47)
(0.29)
(0.47)
(292,481)
263,691
(292,481)
263,691
Total comprehensive loss for the year
(20,570,850)
(25,637,457)
The total comprehensive loss for the year is entirely attributable to equity holders of the Group.
Consolidated statement of financial position
at 31 December 2018
Non-current assets
Intangible assets
Property, plant and equipment
Directors’ loans
Research and development tax credit
Current assets
Inventories
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
Current income tax liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
On behalf of the board
James Fitter
Director
Mark McCloskey
Director
29 March 2019
Page 32
Note
2018
€
2017
€
8
9
21
12
11
12
16
16
16
16
15
1,258,806
1,029,039
610,841
252,469
536,962
887,653
252,469
353,014
2,659,078
2,522,175
671,904
308,951
4,184,167
3,955,823
9,330,948
28,610,543
14,187,019
32,875,317
16,846,097
35,397,492
69,546
69,406
85,828,481
85,825,987
(2,586)
4,200
(2,586)
4,200
(1,351,842)
(1,351,842)
5,911,172
(42,466)
5,938,703
250,015
(80,489,997)
(60,511,709)
9,926,508
30,222,174
14
567,858
630,531
567,858
630,531
13
6,333,631
4,538,549
18,100
6,238
6,351,731
4,544,787
6,919,589
5,175,318
16,846,097
35,397,492
Company statement of financial position
at 31 December 2018
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
Page 33
Page 33
Note
10
12
21
2018
€
2017
€
6,061,781
5,586,642
17,823,861
6,897,937
252,469
252,469
24,138,1 1 1
12,737,048
12
56,236,937
47,104,385
4,959,618
25,112,255
61,196,555
72,216,640
85,334,666
84,953,688
16
16
16
16
15
69,546
69,406
85,828,481
85,825,987
(2,586)
4,200
(2,586)
4,200
5,911,1 72
5,938,703
(6,657,055)
(7,431,313)
85,153,758
84,404,397
13
180,908
549,291
180,908
549,291
Total equity and liabilities
85,334,666
84,953,688
On behalf of the board
James Fitter
Director
Mark McCloskey
Director
29 March 2019
Page 34
Consolidated statement of changes in equity
for the year ended 31 December 2018
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 2017
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
Adjustment on initial application of
IFRS 15
Adjusted Balance at 1 January
2018
Loss for the year
Foreign currency translation
Total comprehensive loss
Transactions with shareholders
Share based compensation
Exercise of options
Transfer to retained earnings in
respect of expired options
-
-
-
-
-
-
-
(138,166)
(138,166)
69,406
85,825,987
(2,586)
4,200
(1,351,842)
5,938,703
250,015
(60,649,875)
30,084,008
-
-
-
-
140
-
-
-
-
-
2,494
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(20,278,369)
(20,278,369)
(292,481)
-
(292,481)
(292,481)
(20,278,369)
(20,570,850)
4 1 0,7 1 6
(184,650)
(253,597)
-
-
-
-
184,650
253,597
410,716
2,634
-
As at 31 December 2018
69,546
85,828,481
(2,586)
4,200
(1,351,842)
5,911,172
(42,466)
(80,489,997)
9,926,508
Page 35
Company statement of changes in equity
for the year ended 31 December 2018
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share based
payment
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
Balance at 1 January 2017
54,297
66,633,057
(2,586)
4,200
3,846,915
(1,990,571)
68,545,312
Loss and total comprehensive income
for the year
Transactions with shareholders
Share based compensation
-
-
-
-
Issue of ordinary shares
15,006
19,174,198
Exercise of options
103
18,732
-
-
-
-
-
-
-
-
-
(4,146,285)
(4,146,285)
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
Profit and total comprehensive income
for the year
Transactions with shareholders
Share based compensation
Exercise of options
Transfer to retained earnings in respect
of expired options
-
-
140
-
-
-
2,494
-
-
-
-
-
-
-
-
-
-
336,011
336,011
410,716
-
(184,650)
184,650
(253,597)
253,597
410,716
2,634
-
Balance at 31 December 2018
69,546
85,828,481
(2,586)
4,200
5,911,172
(6,657,055)
85,153,758
Consolidated statement of cash flows
for the year ended 31 December 2018
Cash flows from operating activities
Receipts from customers
Payments to suppliers
Payments to employees and consultants
Finance charges paid
Interest received
Research and development tax credit received
Income tax paid
Page 36
Page 36
Note
2018
€
2017
€
9,981,729
7,351,914
(10,580,452)
(9,412,972)
(18,335,027)
(19,591,645)
(23,297)
1,741
310,457
(31,938)
(24,609)
1,492
154,902
(107,532)
Net cash used in operating activities
19
(18,676,787)
(21,628,450)
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds on disposal of property, plant and equipment
Capitalisation of intangible assets
9
8
(80,956)
(579,885)
9,058
-
(665,753)
(652,398)
Net cash used in investing activities
(737,651)
(1,232,283)
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs
Net cash provided by financing activities
Net decrease in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
2,634
19,208,039
-
(1,393,812)
2,634
17,814,227
(19,411,804)
(5,046,506)
132,209
(1,430,727)
28,610,543
35,087,776
Cash and cash equivalents at end of financial year
9,330,948
28,610,543
Page 37
Company statement of cash flows
for the year ended 31 December 2018
Net cash used in operating activities
19
(20,114,241)
(21,051,751)
Note
2018
2017
€
€
Cash flows from investing activities
Increase in investment in subsidiary
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs
Net cash provided by financing activities
Net decrease in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
10
(170,154)
(170,154)
-
-
2,634
19,208,039
-
(1,393,812)
2,634
17,814,227
(20,281,761)
(3,237,524)
129,124
(1,275,768)
25,112,255
29,625,547
Cash and cash equivalents at end of financial year
4,959,618
25,112,255
Notes
1. Accounting policies – Group and Company
Page 38
Reporting entity
Oneview Healthcare PLC (“OHP”) is domiciled in Ireland
with its registered office at Block 2, 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 2018
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 of
the net assets of OHP was equal to the carrying value of
its net assets 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
for the year ended 31 December 2018. 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.
Going concern
Since its inception, the Group has incurred net losses
and generated negative cash flows from its operations.
To date, it has financed its operations through the sale
of equity securities, including its initial public offering of
Oneview Healthcare PLC. As at 31 December 2018, the
Group had cash reserves of €9.3 million.
At the date of signing of the financial statements,
management assessed the Group’s ability to continue as
a going concern and determined that it expects that its
existing cash and other working capital will be sufficient
to enable the Group to fund its operating expenses and
capital expenditure requirements for the remainder of
2019. The Group has based this estimate on assumptions
that may prove to be wrong, and the Group may use its
capital resources sooner than it currently expects.
The Group is impacted by the timing of contract
execution and project implementation, some of which
are beyond the Group’s control. New contracts may also
incur significant upfront expenses related to the design
of original equipment manufacturer’s hardware required
for certain customer implementations.
Management is currently working with its advisors to
obtain new long-term financing. Although management
is optimistic it can obtain new sources of funding that
will enable the Group to meet its future obligations for
the twelve-month period, this cannot be guaranteed.
The directors have concluded that the combination of
these circumstances represents a material uncertainty
that casts significant doubt upon the Company’s and
Group’s ability to continue as a going concern and that,
therefore the Company and Group may be unable to
continue realising its assets and discharging its liabilities
in the normal course of business. Nevertheless, after
making inquiries, including the review of cashflow
projections, and considering the uncertainties described
above, the Directors have a reasonable expectation that
the Company and the Group have adequate resources
to continue in operational existence for the foreseeable
future. For these reasons, they continue to adopt the
going concern basis in preparing the annual financial
statements.
Adoption of IFRS and International Financial
Reporting Interpretations Committee (IFRIC)
Interpretations
following new standards
The
interpretations and
standard amendments became effective for the Group
as of 1 January 2018:
IFRS 9: Financial Instruments
IFRS 15: Revenue from Contracts with Customers
IFRIC 22: Foreign Currency transactions and advance
consideration
Amendments to IFRS 2: Classification and measurement
of share-based payment transactions
While the new standards, interpretations and standard
amendments did not result in a material impact on
the Group’s results, the nature and effect of changes
required by IFRS 9 and IFRS 15 are described below.
Page 39
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:
New/Revised International Financial Reporting Standards
Effective date ¹
IFRS 16 Leases
1 January 2019
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.
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.
The Group is currently considering the impact of IFRS
16 on future consolidated financial statements.
New standards adopted
IFRS 9 ‘Financial Instruments’
As of 1 January 2018, the Group changed its accounting
policies to adopt IFRS 9 ‘Financial Instruments’. IFRS 9
introduces new requirements for 1) the classification and
measurement of financial assets and financial liabilities,
2) impairment for financial assets and 3) general hedge
accounting. Details of these new requirements as well
as their impact on the Group’s consolidated financial
statements are described below.
a.
Classification and measurement of financial
assets
The date of initial application (i.e. the date on which
the Group has assessed its existing financial assets
and financial liabilities in terms of the requirements of
IFRS 9) is 1 January 2018. Accordingly, the Group has
applied the requirements of IFRS 9 to instruments that
have not been derecognised as at 1 January 2018 and
has not applied the requirements to instruments that
had already been derecognised as at 1 January 2018.
Comparative amounts have not been restated.
All recognised financial assets that are within the scope
of IFRS 9 are required to be subsequently measured at
amortised cost or fair value on the basis of the entity’s
business model for managing the financial assets and
the contractual cash flow characteristics of the financial
assets.
The Directors of the Company reviewed and assessed
the Group’s existing financial assets as at 1 January 2018
based on the facts and circumstances that existed at
that date and concluded that on initial application of
IFRS 9 the impact on the Group’s financial assets as
regards classification and measurement was that:
•
•
Financial assets previously classified as held-to-
maturity and loans and receivables under IAS 39
that were measured at amortised cost continue
to be measured at amortised cost under IFRS 9 as
they are held within a business model to collect
contractual cash flows and these cash flows consist
solely of payments of principal and interest on the
principal amount outstanding.
The Group does not hold any financial assets which
meet the criteria for classification at fair value
reported in other comprehensive income or fair
value reported in profit and loss.
Impairment of financial assets
b.
In relation to the impairment of financial assets, IFRS 9
requires the application of an expected credit loss model
as opposed to an incurred credit loss model under IAS
39. The expected credit loss model requires the Group
to account for expected credit losses and changes in
those expected credit losses at each reporting date to
reflect changes in credit risk since initial recognition
of the financial assets. In other words, it is no longer
necessary for a credit event to have occurred before
credit losses are recognised.
As at 1 January 2018, the directors of the Company
reviewed and assessed the Group’s existing financial
assets for impairment using reasonable and supportable
information that is available without undue cost or
effort in accordance with the requirements of IFRS
9 to determine the credit risk of the respective items
at the date they were initially recognised. In respect
of trade receivables, the Group applied the simplified
approach to measuring expected credit losses using
a lifetime expected loss allowance. The application of
the expected credit loss model has not resulted in any
material change to the previously reported carrying
value of financial assets.
The Company adopted the general approach
in
calculating ECLs on its intercompany loans. As there
was an indicator of a significant increase in credit risk
as a result of negative cash flows and net liabilities in
the subsidiary, the company has considered reasonable
and supportable forward-looking information available
without undue cost or effort. On this basis, no material
credit loss is expected.
c. Classification and measurement of financial
liabilities
IFRS 9 introduced a change in the classification and
measurement of financial
liabilities relating to the
accounting for changes in the fair value of a financial
liability designated as at FVTPL attributable to changes
in the credit risk of the issuer.
d. General hedge accounting
The Group did not have any hedging positions in
place at 1 January 2018 which were qualifying hedging
relationships previously under IAS 39 and subsequently
under IFRS 9. Therefore, the application of IFRS 9 hedge
accounting requirements has had no impact on the
results and financial position of the Group at 1 January
2018 or year ended 31 December 2018.
Group
Page 40
e. Disclosures in relation to the initial application of
IFRS 9
The table below
illustrates the classification and
measurement of financial assets under IFRS 9 and IAS
39 at the date of initial application, 1 January 2018.
The change in measurement category of the different
financial assets has had no impact on their respective
carrying amounts on initial application. There was
no change in the classification and measurement of
financial liabilities on transition to IFRS 9.
The application of IFRS 9 has had no impact on
the Condensed Consolidated
Income Statement,
Condensed Consolidated Statement of Comprehensive
Income, Condensed Statement of Financial Position and
the Condensed Statement of Cash Flows in the year
ended 31 December 2018.
Previous IAS 39
Classification
IFRS 9
Classification
Original IAS 39
Carrying Amount
IFRS 9
Carrying Amount
Trade and other receivables
Loans and receivables
Amortised cost
€3.96m
Cash and cash equivalents
Loans and receivables
Amortised cost
€28.61m
€3.96m
€28.61m
Company
Previous IAS 39
Classification
IFRS 9
Classification
Original IAS 39
Carrying Amount
IFRS 9 Carrying
Amount
Trade and other receivables
Loans and receivables
Amortised cost
€47.10m
Cash and cash equivalents
Loans and receivables
Amortised cost
€25.11m
€47.10m
€25.11m
IFRS 15 ‘Revenue from Contracts with
Customers’
As of 1 January 2018, the Group changed its accounting
policies to adopt IFRS 15 ‘Revenue from contracts with
Customers’. In applying IFRS 15, the Group has used the
cumulative net effect method to recognise the change
in accounting policy.
a. Basis for Revenue Recognition
IFRS 15 establishes a new control-based revenue
recognition model (as opposed to the risk and reward
model of IAS 18 ‘Revenue’) and changes the criteria for
determining whether revenue is recognised at a point
in time or over time. Following this change in revenue
recognition criteria, the Group has assessed its current
revenue recognition policy, applying the five-step
framework included in IFRS 15. The nature of the Group’s
business is such that the customer benefits from the
platform only in conjunction with other services. The
customer expects that we will continue to provide
those other services so as to ensure the continued
functionality of the product. As such, the consumption
of the software services is deemed to be a Software-as-
a-Service model (SaaS).
The cornerstone of the IFRS 15 model is the fact that
revenue is recognised upon satisfaction of ‘distinct’
performance obligations, rather than the contract as a
whole. A promised good or service is ‘distinct’ if both:
•
the customer benefits from the item on its own or
along with other readily available resources; and
it
identifiable”, e.g. the supplier
does not provide a significant service integrating,
modifying or customising the various performance
obligations.
is “separately
•
In complying with this principle, the Group is now
recognising
integration and configuration revenue
over the life of the contract. Under IAS 18, the majority
of this revenue was recognised rateably, as standard
integration revenue was included as part of the per diem
or software licence, whilst, non-standard integration
revenue was recognised on ‘a point in time’ basis where
additional professional services were being provided.
It is this revenue that is driving the adjustment under
IFRS 15. The table below details the previous revenue
recognition policies under IAS 18 and the change under
IFRS 15.
Recurring Revenue
Revenue Stream
Revenue Recognition under IAS 18
Nature of change in accounting policy
Page 41
Software usage and
content revenue
Recognised rateably over the term of the contract once
User Ac-ceptance Testing (“UAT”) has been obtained and
commencing at the point of software go-live.
No change
Support services
Recognised rateably over the term of the contract.
No change
Licence fee
Recognised rateably over the term of the contract once
UAT has been obtained and commencing at the point of
software go-live.
No change
Configuration and
Integration Services
Where this service is bundled as part of the licence fee,
revenue is recognised over the term of the contract once
UAT has been obtained.
Software
licence, software configuration and
integration, software support are now deemed a
single performance obligation. Therefore, revenue
is recognised rateably over the term of the contract
once UAT has been obtained and commencing at
the point of software go-live.
Non-recurring revenue
Revenue Stream
Revenue Recognition under IAS 18
Nature of change in accounting policy
Hardware
Recognised rateably over the term of the contract once
User Acceptance Testing (“UAT”) has been obtained and
commencing at the point of software go-live.
No change
On delivery
No change
Services Income
Revenue is recognised evenly over the period that the
services are contracted to be provided for.
No change, except as noted above at ‘Configuration
and Integration Services’ revenue stream.
Impact
b.
In applying
IFRS 15, the Group has not restated
comparatives and has instead applied the cumulative
impact on the Consolidated
effect method. The
Statement of Financial Position is to increase Retained
losses by €138,166 and to increase Deferred income by
€138,166 as at 1 January 2018.
c. Revised Revenue Accounting Policy
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. Where a performance obligation is
satisfied but the customer has not yet been billed, this
is recognised as a deferred contract asset within Trade
and Other Receivables. When consideration is received
in advance of work being performed, or amounts billed
to a customer are in excess of revenue recognised on
the contract, this is recognised as deferred income.
Software usage and content revenue
i.
Software usage and content revenue is earned from the
use of the Group’s solution by its 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 is recognised rateable over the life of the
contract and commences following completion of user
acceptance testing (UAT) by the customer.
Support income
ii.
Support income 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 contract.
in
The Company receives an annual fee, payable
advance, for hardware and software support services
and is recognised on a daily basis over the term of the
contract. The fee is based on the number of devices on
which the Oneview Solution is installed.
License fees
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. There is no stand-alone value as the licence
cannot be used on its own without customisation or
implementation. The licence is a right to access and
future upgrades are necessary for the customer to retain
continued functionality of the software.
Hardware
iv.
Hardware revenue is earned from fees charged to
customers for the hardware supplied to operate the
Oneview Solution. The Company is deemed to act
as the principal to an arrangement when it controls a
promised good or service before transferring it to a
customer. Where the Company acts as the principal in
the supply of hardware, hardware revenue is recognised
gross upon delivery of the hardware to the customer.
Where the Company acts as an agent in the supply of
hardware, the fee paid to the Company is recognised
when earned, per the terms of the contract. Revenue
from hardware in the years presented in the financial
statements is recognised on a gross basis because the
Company has acted as the principal.
Services income
v.
Installation and professional 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.
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.
Judgements
in applying
Information about critical
accounting policies that have the most significant effect
on the amounts recognised in the consolidated financial
statements are included in the following notes:
judgements
Page 42
Revenue
Intangible assets and amortisation
•
•
• Going concern
•
• Company only financial assets
Share based payments
Assumptions and estimation uncertainties
Information about assumptions and uncertainties at 31
December 2018 that have a significant risk of resulting in
a material adjustment to the carrying amounts of assets
and liabilities in the next financial year is included in the
following notes:
•
•
•
Revenue
Tax
Trade and other payables
a. Basis of consolidation
The Group
the
financial statements of Oneview Healthcare PLC and its
subsidiaries.
financial statements consolidate
Subsidiaries are all entities over which the Group has
control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from
its involvement with the entity and has the power to
affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
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 intercompany 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.
b. Transactions eliminated on consolidation
Intra-Group balances, and any unrealised
income
and expenses arising from intra-Group transactions,
are eliminated in preparing the consolidated financial
statements.
Investments in subsidiaries
c.
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
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 other comprehensive income or equity.
Deferred income tax is provided, using the liability
method, on all differences between the carrying
amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes
except those arising from non-deductible goodwill or
on initial recognition of an asset or liability which affects
neither accounting nor taxable profit.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply in the year
when the asset is expected to be realised or the liability
to be settled.
Deferred tax assets are recognised for all deductible
differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable
that taxable profit will be available against which the
deductible temporary differences and the carry forward
of unused tax credits and unused tax losses can be
utilised. The carrying amount of deferred income
tax assets is reviewed at each reporting date and
derecognised to the extent that it is no longer probable
Page 4 3
that sufficient taxable profit would be available to allow
all or part of the deferred income tax asset to be utilised.
f. Property, plant and equipment
Property, plant and equipment are stated at cost, less
accumulated depreciation and impairment losses.
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
through profit or loss in the consolidated statement of
total comprehensive income.
g. Intangible assets
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.
in the
is recognised
Internally generated intangible assets – research and
development
Expenditure on research activities undertaken with
the prospect of gaining new technical knowledge
and understanding
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 through profit or loss in the consolidated
income statement as an expense as
incurred.
Capitalised development expenditure is stated at cost
less accumulated amortisation and impairment losses.
Amortisation is recognised through profit or loss in the
consolidated 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.
The carrying values of intangible assets are reviewed for
indicators of impairment at each reporting date and are
subject to impairment testing when events or changes
in circumstances indicate that the carrying values may
not be recoverable.
h. Government grant
The Group recognises a government grant related to
capitalised development costs in the form of research
and development (R&D) tax credits. Government grants
are initially recognised as deferred income at fair value, if
there is reasonable assurance that they will be received,
they are then recognised through 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 through profit or loss on a
systematic basis in the periods in which the expenses
are recorded.
i. 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.
j. Cash and cash equivalents
Cash and cash equivalents comprise cash balances
and cash deposits with an original maturity of three
months or less.
Inventories
k.
Inventories are stated at the lower of cost and net
realisable value. Cost is based on the first-in/first-
out principle and includes all expenditure incurred in
acquiring the inventories and bringing them to their
present location and condition.
Net realisable value is the estimated proceeds of sale,
less all further costs to completion, and less all costs
to be incurred in marketing, selling and distribution.
Estimates of realisable value are based on the most
reliable evidence available at the time the estimates are
made.
l. 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
Page 4 4
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.
Share based payments
The grant date fair value of share-based payments
awards granted to employees is recognised as an
employee expense, with a corresponding increase
in equity, over the period in which the performance
conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award
(‘vesting date’). The fair value of the awards granted
is measured 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 an LTIP Scheme
under which certain employees were granted the
opportunity to participate in this LTIP Scheme, which
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.
Page 4 5
Interest expense
Foreign currency translation expense
Bank charges
•
•
•
Interest income or expense is recognised using the
effective interest method.
m. Lease payments
Payments made under operating leases are recognized
in profit or loss on a straight-line basis over the term of
the lease.
n. Finance income and finance costs
The Group’s finance income and finance costs include:
•
Interest income
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:
Recurring revenue:
Software usage and content
Support income
Licence fee
Non-recurring revenue:
Hardware
Services income
Total revenue
Revenue attributable to geographic region of customers:
Ireland
United States
Australia
Middle East and North Africa
Total revenue
Non-current assets by geographic region:
Ireland
United States
Australia
Middle East and North Africa
2018
€
2,233,666
953,532
251,915
3,439,113
3,438,126
1,323,119
4,761,245
8,200,358
2018
€
4,659
3,587,000
4,115,030
493,669
8,200,358
2018
€
2,351,700
152,243
151,762
3,373
2,659,078
2017
€
1,353,453
845,762
346,889
2,546,104
2,176,149
1,590,460
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
Major customer
Revenues from customer A, B, C and D represented 23% (2017: 27%), 12% (2017: 20%), 12% (2017: 13%) and 11% (2017: 7%).
Page 46
3. Statutory and other information
Loss before tax for the year has been arrived at after charging / (crediting):
2018
2017
Amortisation of software
Amortisation of capitalised development costs
Depreciation of property, plant and equipment
Loss on disposal of property, plant and equipment
Foreign exchange (gain)/loss
Operating lease rentals
€
40,297
395,689
322,361
26,349
(207,141)
737,237
€
65,800
373,301
283,761
-
1,714,017
753,575
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 153 (2017:
167).
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 15)
Defined contribution retirement benefit
Directors’ remuneration
Short-term employee benefits
Post-employment benefits
Intrinsic value on exercise
Total compensation
2018
2017
Number
Number
24
113
16
153
28
118
21
167
2018
2017
€
€
13,935,430
15,815,824
1,439,120
(488,004)
410,716
537,497
1,682,897
(488,781)
2,191,143
531,328
15,834,759
19,732,411
2018
2017
€
€
1,135,299
1,233,049
102,797
44,249
-
-
1,238,096
1,277,298
The share based payment fair value in respect of directors for the year ended 31 December 2018 was €243,406
(2017: €1,378,211). In addition to the table above deemed interest on the director’s loan as described in Note 21 is
considered director’s remuneration.
Key management personnel are deemed to be comprised of all board members in 2018.
5. Finance (charges) / income
2018
2017
Page 47
Bank charges
Foreign exchange loss
Finance charges
Foreign exchange gain
Interest income
Finance income
€
(23,297)
-
(23,297)
207,141
1,741
208,882
6. Income tax
The components of the income tax charge for the years ended 31 December 2018 and 2017 were as follows:
Current tax expense
Corporation tax for the year
Foreign tax for the year
Income tax charge in Consolidated statement
of total comprehensive income
Reconciliation of effective tax rate
2018
€
-
(58,802)
(58,802)
€
(24,609)
(1,714,017)
(1,738,626)
-
1,492
1,492
2017
€
(10,526)
(86,509)
(97,035)
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:
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/(losses) taxed at higher rate
Tax relief at source
Prior year adjustment
Non-taxable income
Total tax charge
2018
€
(20,219,567)
12.5%
(2,527,446)
(96,581)
2,597,077
147,839
(2,687)
-
-
(59,400)
58,802
2017
€
(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
Page 48
No tax charge has been credited or charged directly to other comprehensive income or equity.
The company has an unrecognised deferred tax asset carried forward of €9,129,032 (31 December 2017: €6,531,955). 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 2018 and 2017 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 unrecognised 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
2018
2017
€
€
8,696,378
6,174,740
(90,397)
34,729
228,534
259,788
(34,973)
28,706
124,943
238,539
9,129,032
6,531,955
2018
2017
€
€
(20,278,369)
(25,901,148)
69,476,964
55,499,315
(0.29)
(0.47)
2018
No.
2017
No.
69,405,583
54,296,700
71,381
69,476,964
1,202,615
55,499,315
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)
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 49
2018
2017
€
€
(20,278,369)
(25,901,148)
69,476,964
55,499,315
(0.29)
(0.47)
2018
No.
2017
No.
69,405,583
54,296,700
71,381
69,476,964
1,202,615
55,499,315
The calculation of diluted earnings per share has been based on the loss 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 total number of shares, including potentially dilutive shares, is
74,079,173.
8. Intangible assets
Cost
At 1 January 2017
Additions
At 31 December 2017
At 1 January 2018
Additions
At 31 December 2018
Accumulated amortisation and impairment losses
At 1 January 2017
Amortisation
At 31 December 2017
At 1 January 2018
Amortisation
At 31 December 2018
Carrying amount
At 1 January 2017
At 31 December 2017
At 31 December 2018
Amortisation
Software
Development
costs
Total
€
€
€
52,805
147,537
200,342
200,342
9,304
3,544,589
3,597,394
504,861
652,398
4,049,450
4,249,792
4,049,450
4,249,792
656,449
665,753
209,646
4,705,899
4,915,545
8,129
65,800
73,929
73,929
40,297
114,226
44,676
126,413
95,420
2,773,523
2,781,652
373,301
439,101
3,146,824
3,220,753
3,146,824
395,689
3,220,753
435,986
3,542,513
3,656,739
771,066
902,626
815,742
1,029,039
1,163,386
1,258,806
Amortisation expense of €435,986 (2017: €439,101) has been charged in product development and delivery expenses in the Consolidated statement
of comprehensive income.
9. Property, plant and equipment
Cost
At 1 January 2017
Additions during the year
At 31 December 2017
At 1 January 2018
Additions during the year
Disposals during the year
At 31 December 2018
Depreciation
At 1 January 2017
Charge for the year
At 31 December 2017
At 1 January 2018
Charge for the year
Disposals during the year
At 31 December 2018
Net book value
At 1 January 2017
At 31 December 2017
At 31 December 2018
Page 50
Fixtures, fittings
and equipment
Total
€
€
832,764
579,885
832,764
579,885
1,412,649
1,412,649
1,412,649
1,412,649
80,956
(44,078)
80,956
(44,078)
1,449,527
1,449,527
241,235
283,761
524,996
524,996
322,361
(8,671)
838,686
591,529
887,653
610,841
241,235
283,761
524,996
524,996
322,361
(8,671)
838,686
591,529
887,653
610,841
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
2018
2017
€
€
5,586,642
3,652,501
170,154
304,985
6,061,781
-
1,934,141
5,586,642
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.
As at 31 December 2018, the company had the following subsidiary undertakings:
Name
Registered office
Nature of business
Proportion held by Group
Page 51
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
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
11. Inventories
Finished goods
2018
100%
2017
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%
Software distribution
and implementation
100%
100%
Group
Company
2018
2017
2018
2017
€
€
671,904
308,951
671,904
308,951
€
-
-
€
-
-
The carrying value of inventories are not higher than their realisable value. The cost of inventories charged to cost of sales through profit or loss
during the year was €2,856,385 (2017: €1,768,363). Inventories were previously included in Trade and other receivables and have been reclassified.
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
2018
2017
5,586,642
3,652,501
€
170,154
304,985
6,061,781
€
-
1,934,141
5,586,642
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.
Page 52
12. Trade and other receivables
Group
Company
2018
2017
2018
2017
Amounts falling due within one year:
€
€
Trade receivables
1 ,806,541
1,583,458
€
-
€
-
Prepaid expenses and other current assets
437,316
637,680
70,987
66,756
Deferred contract assets
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*
1,449,178
1,045,194
-
16,668
435,279
238,534
-
-
-
-
-
-
-
-
-
-
55,853
434,289
55,660,835
46,511,224
500,399
4,716
500,399
26,006
4,184,167
3,955,823
56,236,937
47,104,385
536,962
353,014
-
-
-
-
17,823,861
6,897,937
4,721,129
4,308,837
74,060,798
54,002,322
* Amounts due from group companies’ bear interest at the US risk free rate plus a margin. Loans are repayable in 2020. 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.
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.
***Amounts due from group companies are interest free and repayable on demand.
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 trade receivables
Less than
30 days
Between
31-60 days
Between
61-90 Days
More than
90 days
Credit
Impaired
Total
As at December 2018
1,037,214
119,745
209,376
440,206
€
€
€
€
As at December 2017
897,600
197,286
488,177
395
€
-
-
€
1,806,541
1,583,458
The Group’s customers are primarily state controlled public hospitals in their relevant jurisdictions and have at least a Moodys credit rating of Aa2.
Accordingly, any expected credit loss is not material. As at 31 December 2018, a significant portion of the trade receivables related to a limited
number of customers as follows: Customer A 22% (2017: 51%), Customer B 19% (2017: 14%) and Customer C 9% (2017: 12%).
Page 53
The carrying amounts of the Group’s trade receivables is denominated in the following currencies:
2018
2017
US Dollar
Australian Dollar
AED
Euro
Thai Baht
GBP
13. Trade and other payables (current)
Trade payables
Payroll related taxes
Superannuation / retirement benefit
Other payables and accruals
Deferred income
Amounts due to group companies
R&D tax credit – deferred grant income
€
673,778
778,427
20,883
244,984
54,471
33,998
€
1,250,906
326,427
-
6,125
-
-
1,806,541
1,583,458
Group
Company
2018
2017
2018
2017
€
€
€
€
1,671,023
1,500,522
26,946
217,501
348,680
-
21,330
8,715
-
442,121
10,866
-
1,819,590
1,423,638
144,899
96,037
2,407,083
1,091,177
-
-
218,434
153,202
-
348
-
-
267
-
6,333,631
4,538,549
180,908
549,291
14. Deferred income (non-current)
Deferred income
Group
Company
2018
2017
2018
2017
€
€
567,858
630,531
€
-
€
-
Page 54
15. Share-based payments
At 31 December 2018, 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
2018
2017
2016
2015
2014
2013
Total
Granted
Exercised
Replaced
Forfeited
Closing
Options granted to general employees
Granted
Exercised
Forfeited
Closing
Total
50,000
177,500
660,000
1,200,000
1,590,000
1,575,000
5,252,500
-
-
-
-
-
-
-
(500,000)
-
(50,000)
(50,000)
(733,340)
(833,340)
-
-
(500,000)
(550,000)
(90,000)
(260,000)
(150,000)
(50,000)
50,000
87,500
400,000
500,000 1,490,000
841,660
3,369,160
65,000
766,250
683,000
550,000
150,000
160,000
2,374,250
-
-
-
(33,340)
(70,000)
(40,000)
(143,340)
(46,000)
(374,500)
(550,000)
(296,660)
(40,000)
(100,000)
(1,407,160)
19,000
391,750
133,000
220,000
40,000
20,000
823,750
69,000
479,250
533,000
720,000 1,530,000
861,660
4,192,910
The options granted on or after October 2016 have a vesting period of 25% in year one and 6.25% per 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 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 2018
Weighted average
exercise price 2018
Number of
options 2017
Weighted average
exercise price 2017
5,040,980
(823,090)
-
(139,980)
115,000
4,192,910
3,536,110
€1.128
4,956,330
€2.503
(755,740)
-
€0.019
€0.733
-
(103,360)
943,750
€0.884
5,040,980
€0.573
2,845,745
€0.965
€2.492
-
€0.182
€2.969
€1.128
€0.292
The options outstanding at 31 December 2018 had an exercise price in the range of €0.001 to €4.49 (2017: €0.001 to €4.49).
The weighted averages of the inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plan were
Page 55
as 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
2018
Range
2017
Range
65,000
€0.628
€0.628
€0.357
33.0%
2.0%
Nil
€0.37 to €1.32
€0.37 to €1.32
€0.001 to €1.32
33.0% to 36.3%
2% to 5%
3 - 4 years
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
Operating loss for the year ended 31 December 2018, is stated after charging €302,076 in respect of the Employee Share Option Program (2017:
€1,496,359) 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
Total outstanding RSU’s
Number of instruments
Vesting Term
Vesting condition
500,000
187,280
525,510
411,820
549,120
205,920
205,910
2,585,560
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
* Compound Annual Growth Rate in Total Shareholder Return
For the year ended 31 December 2018, 400,000 RSU’s vested following achievement of performance conditions relating to continuing employment,
as set by the Remuneration and Nominations Committee when the scheme was adopted. These were transferred by the trustee, Goodbody Trustees
Ltd to the beneficiaries, Mark McCloskey and James Fitter, on 18 January 2019.
The fair value of the CAGR in TSR awards is based on the Monte Carlo model using the following key assumptions:
No dividends will be paid over the expected life of the restricted stock units.
The expected life is 3 and 5 years
•
•
• While testing threshold levels have only been set to date for the first testing period to 31 December 2018, 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 awards subject to 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 2018. 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 loss for the year ended 31 December 2018, is stated after charging €108,640 in respect of the Restricted Share Unit plan (2017: €694,784)
for non-cash stock compensation expense.
16. Share capital and other reserves – Group and Company
Page 56
Description Authorised
Ordinary shares
“B” Ordinary share capital
Equity shares
No of Shares
Par value of
units
2018
2017
€
100,000,000 €0.001 each
100,000
420,000
€0.01 each
4,200
104,200
€
100,000
4,200
104,200
Issued share capital
No of ordinary
shares
Par value
of units
Share
capital
Share
premium
Total
Balance at 1 January 2017
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
Balance at 31 December 2017
Exercise of options – 2 March 2018
Exercise of options – 2 March 2018
Exercise of options – 14 Aug 2018
Balance at 31 December 2018
€
€
€
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
69,405,583
€0.001 each
69,406
85,825,987
85,895,393
36,650
€0.001 each
3,330
€0.001 each
100,000
€0.001 each
37
3
100
-
2,494
-
37
2,497
100
69,545,563
€0.001 each
69,546
85,828,481
85,898,027
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. For the year ended 31 December 2018, 400,000 RSU’s vested following achievement of performance conditions relating to
continuing employment, as set by the Remuneration and Nominations Committee when the scheme was adopted. These were transferred by the
trustee, Goodbody Trustees Ltd to the beneficiaries, Mark McCloskey and James Fitter, on 18 January 2019.
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
are being used to support the development and sale of the Company’s software and for general corporate purposes.
On 2 March 2018, 36,650 ordinary shares were issued in respect of 36,650 outstanding share options that were exercised as at that date at a strike
price of €0.001 per share. On the same day, 3,330 ordinary shares were issued in respect of 3,330 outstanding share options that were exercised
as at that date at a strike price of €0.75 per share.
On 14 August 2018, 100,000 ordinary shares were issued in respect of 100,000 outstanding share options that were exercised as at that date at a
strike price of €0.001 per share.
Page 57
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 2018, 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.
17. Capital and other commitments – Group and Company
There are no capital commitments at the current or prior year end.
18. 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
2018
2017
2018
2017
€
€
545,410
1,837,167
2,382,577
563,311
1,800,510
2,363,821
€
-
-
-
€
-
-
-
The Group leases a number of office facilities under operating leases.
19. Cash flow reconciliation
Consolidated
Reconciliation of net cash used in operating activities
with loss for the year after income tax
Non-cash items
Depreciation
Loss on disposal of property, plant and equipment
Amortisation of software and development costs
R&D credit, net
Taxation
Net finance costs
Share based payment expense
Foreign exchange (gain)/loss
Changes in assets and liabilities
Increase in inventories
Increase in trade and other receivables
Increase/(decrease) in deferred income
Increase in trade and other payables
Cash used in operating activities
Finance charges paid
Interest received
Research and development tax credit received
Income tax paid
Net cash used in operating activities
*Prior year items reclassified for comparative purposes
Company
Reconciliation of net cash used in operating
activities with gain/(loss) for the year after income tax
Non-cash items
Net finance income
Share based payment expense
Foreign exchange (loss)/gain
Changes in assets and liabilities
Increase in trade and other receivables
Increase in loan to group company
(Decrease)/increase in trade and other payables
Cash used in operating activities
Finance charges paid
Interest received
Net cash used in operating activities
Page 58
2018
€
2017
€
(20,278,369)
(25,901,148)
322,361
26,349
435,986
(475,199)
58,802
21,555
410,716
(207,141)
(362,953)
(48,267)
1,115,067
47,343
283,761
-
439,101
(375,456)*
97,035
23,117
2,191,143
1,714,017
(113,005)*
(55,573)*
(466,084)
510,389*
(18,933,750)
(21,652,703)
(23,297)
1 ,74 1
310,457
(31,938)
(24,609)
1,492
154,902
(107,532)
(18,676,787)
(21,628,450)
2018
2017
€
€
336,011
(4,146,285)
(500,483)
105,731
(827,071)
(207,928)
257,002
3 , 2 1 1 ,0 1 1
(12,548,312)
(6,373,035)
(368,383)
(16,775,733)
(3,793,790)
392,526
(20,175,542)
(21,063,197)
(9,390)
70,691
(11,212)
22,658
(20,114,241)
(21,051,751)
Page 59
20. 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 12). 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 €9.3 million at 31 December 2018 (2017: €28.6 million). The cash and cash equivalents are held with
bank and financial institution counterparties, which are AA- based on Moody’s rating agency ratings.
Expected credit loss assessment for customers as at 1 January and 31 December 2018
The Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not
limited to external ratings, audited financial statements, management accounts and cash flow projections and available press information about
customers) and applying experienced credit judgment. Credit risk grades are defined using qualitative and quantitative factors that are indicative
of the risk of default and are aligned to external credit rating definitions from credit rating agencies.
Exposures within each credit risk grade are segmented by geographic region and industry classification and an ECL rate is calculated for each
segment based on delinquency status and actual credit loss experience over the past seven years.
The Group’s customers are primarily state controlled public hospitals in their relevant jurisdictions and have at least a Moodys credit rating of Aa2.
Accordingly, any expected credit loss is not material.
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 and receipts from customers.
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 2018
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
(3,726,214)
(3,726,214)
(3,726,214)
€
€
€
€
-
Year ended 31 December 2017
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
Trade and other payables
(3,294,170)
(3,294,170)
(3,294,170)
€
€
€
€
-
€
-
€
-
€
-
€
-
2-5
years
More than
5 years
€
-
€
-
Page 60
Company
Year ended 31 December 2018
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
(180,908)
(180,908)
(180,908)
€
€
€
€
-
€
-
€
-
€
-
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)
€
€
€
€
-
€
-
€
-
€
-
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 2018:
Cash and cash equivalents
Trade and other payables
Total transaction risk
U.S.
Dollar
2018
€
Australian
Dollar
2018
€
2,245,405
2,778,056
(647,963)
(284,012)
AED
2018
€
187,554
(5,171)
Thai
Baht
2018
186,287
(12,221)
1,597,442
2,494,044
182,383
174,066
GBP
2018
7,813
(6,018)
1,795
Foreign exchange gains and losses recognised on the above balances are recorded in “finance (charges)/income”. The total foreign exchange gain
reported during the year ending 31 December 2018 amounted to €207,141 (2017: loss of €1,714,017).
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)
Australian
Dollar
2017
€
2,911,551
(542,122)
6,141,581
2,369,429
Page 61
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2018:
Cash and cash equivalents
Loan to Group company
Trade and other payables
Total transaction risk
U.S.
Australian
Dollar
Dollar
2018
2018
€
€
233,159
17,823,861
-
18,057,020
1,487,758
-
(33)
1,487,725
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
The following significant exchange rates applied during the year:
U.S.
Australian
Dollar
2017
€
6,073,422
11,450,826
-
17,524,248
Dollar
2017
€
2,840,173
-
(540,710)
2,299,463
euro 1: US$
euro 1: A $
euro 1: AED
Average Rate
Closing Rate
2018
1.1831
1.5752
4.3449
2017
1.1373
1.4781
4.1763
2018
1.1438
1.6245
4.2005
2017
1.1979
1.5345
4.3988
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 €66,000 (2017: €851,000).
A 10% appreciation of the euro against the above currencies at year end would increase the Group’s reported loss for the year and decrease the
Group’s reported equity by approximately €54,000 (2017: €774,000).
Page 62
Fair values of financial assets and liabilities
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 –
amortised cost
Cash and cash equivalents
Trade and other receivables
Loan to director
Financial liabilities
Trade and other payables
31 December 2018
31 December 2017
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
9,330,948
4,184,167
252,469
13,767,584
9,330,948
4,184,167
252,469
13,767,584
28,610,543
28,610,543
3,955,823
252,469
3,955,823
252,469
32,818,835
32,818,835
(3,726,214)
(3,726,214)
(3,294,170)
(3,294,170)
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 –
amortised cost
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 2018
31 December 2017
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
4,959,618
55,660,835
500,399
75,703
252,469
17,823,861
79,272,885
4,959,618
55,660,835
500,399
75,703
252,469
17,823,861
79,272,885
25,112,255
25,112,255
41,958,335
41,958,335
500,399
92,762
252,469
500,399
92,762
252,469
11,450,826
11,450,826
79,367,046
79,367,046
31 December 2018
31 December 2017
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
(348)
(180,560)
(180,908)
(348)
(180,560)
(180,908)
(267)
(549,024)
(549,291)
(267)
(549,024)
(549,291)
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
2020, however, as the loan was issued in December 2016 and rolled over in 2018, the fair value has been deemed to be the same as the carrying amount.
Page 63
21. 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 2018
Interest at
31 December 2017*
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
583,330
6,006,046
583,330
989,340
-
989,340
-
971,481
733,330
971,481
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
James William Vicars
Oneview Healthcare PLC
Ordinary shares €0.01
36,700
350,000
36,700
350,000
Ordinary shares €0.01
11,790,098
50,000
11,790,098
50,000
OV No.1 Pty Ltd (Note 1)
Oneview Healthcare PLC
Ordinary shares €0.01
1,871,466
The Estate of the late James Osborne Oneview Healthcare PLC
Daniel Petre
Oneview Healthcare PLC
Ordinary shares €0.01
475,590
-
-
1,871,466
-
375,590
100,000
Ordinary shares €0.01
521,977
90,000
521,977
90,000
Mark Cullen
Oneview Healthcare PLC
Joseph Rooney
Oneview Healthcare PLC
Ordinary shares €0.01
1,409,165
50,000
1,409,165
50,000
Ordinary shares €0.01
557,514
50,000
557,514
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.
34,354
-
34,354
50,000
-
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:
James Fitter
John Kelly
31 December 2018
31 December 2017
ASX
2,250,421
326,760
Irish
ASX
Irish
2,280,421
2,250,421
2,280,421
336,760
326,760
336,760
Page 64
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.
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% 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 0.3% of the net assets of Oneview Healthcare PLC company at 31
December 2018 (2017: 0.3%). 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.
22. Auditor’s remuneration
Auditors Remuneration
Audit fees
Other assurance fees
Tax fees
Other non – audit assurance services
Year ended 31 December 2018
Year ended 31 December 2017
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
€
110,000
€
-
€
€
110,000
110,000
-
12,963
12,963
2,000
28,164
30,164
-
37,500
37,500
1,000
5,000
-
€
-
14,646
23,379
97,705
Total
€
110,000
15,646
28,379
97,705
112,000
78,627
190,627
116,000
135,730
251,730
Audit fees for the Company for the year are included in the amount above, and are set at €10,000 (2017: €10,000).
23. Subsequent events
There were no subsequent events after the reporting date that would require disclosure or adjustment to the financial statements.
24. Approval of financial statements
The financial statements were approved by the board on 29 March 2019.
Page 65
Additional ASX Info
Shareholder Information
As of 8 March 2019, the issued share capital of Oneview Healthcare PLC consists of 69,545,563 ordinary shares of €0.001
each held by 517 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 517 CDI holders. The top 20 security holders held
54,754,611 CDIs comprising 78.73% 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
135
143
65
125
49
517
68,212
377,812
492,143
4,144,326
64,463,070
69,545,563
0.1%
0.5%
0.7%
6.0%
92.7%
100%
There were 138 shareholders, with a total of 71,378 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 66
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
HSBC Custody Nominees (Australia) Limited
Mark McCloskey1
UBS Nominees Pty Ltd
Manderrah Pty Limited
HSBC Custody Nominees (Australia) Limited - A/C 2
BNP Paribas Nominees Pty Ltd
J P Morgan Nominees Australia Pty Limited
Goodbody Trustees Limited
Citicorp Nominees Pty Limited
OV No.1 Pty Ltd - The OV Trust
Cicerone Pty Limited
Freshwater Superannuation Pty Limited
CJH Holdings Pty Limited
Golden Growth Limited
James Fitter1
CJH Holdings Pty
Top 4 Pty Ltd
Narron Pty Ltd
HSBC Custody Nominees (Australia) Limited-GSI Eda
20
Mr Peter Langley Faulkner
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
12,673,233
6,252,800
6,201,557
3,831,480
3,431,795
2,395,026
2,328,762
2,075,740
2,063,135
1,871,466
1,574,120
1,545,230
1,439,391
1,409,165
1,185,940
966,410
957,425
891,504
865,500
794,932
54,754,611
14,790,952
69,545,563
18.2%
9.0%
8.9 %
5.5%
4.9%
3.4%
3.4%
3.0%
3.0%
2.7%
2.3%
2.2%
2.1%
2.0%
1.7%
1.4%
1.4%
1.3%
1.3%
1.1%
78.8%
21.2%
100.0%
1
to Note 21 of the Financial Statements
Excludes disclosure of the interests held by parents and children of directors in accordance with the requirements of the Australian Corporations Act. Refer
Substantial shareholders
As of 8 March 2019, 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
6,638,932
1,871,466
27,295,882
17.0%
10.1%
9.6%
2.7%
39.4%
Note 1: James William Vicars and Mark McCloskey (and their families) are the beneficiaries of the OV No.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.
Page 67
On-market buyback
The Company is not currently conducting an on-market buyback
Securities purchase on-market
No securities were purchased on-market in the period from 1 January 2018 under or for the purpose of an employee
incentive scheme or to satisfy the entitlements of holders of options or other rights to acquire securities granted under
an employee incentive scheme.
Shareholder information
The name of the Company Secretary is Patrick Masterson. The address of the registered office is in Ireland at Block 2,
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 2000, Australia. Their
local call number is 1300 850 505 with international call number being +61 3 9415 4000.
Appendix: Risks (Unaudited)
Page 68
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 69
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
that have an effect on Oneview’s business and, whilst
Page 70
and U.A.E operations are denominated in Australian
Dollars, U.S. Dollars, Thai Baht 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 is likely to 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 Euro.
However, revenue, expenditure and cashflows, and
assets and liabilities from Oneview’s Australian, U.S., Thai
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
Thailand
Bangkok
+353 1 524 1677
oneviewhealthcare.com
We see a better way.