ANNUAL
REPORT 2019
Unifying the care experience.
Table of Contents
DIRECTORS AND OTHER INFORMATION
CORPORATE DIRECTORY
CHAIRMAN’S LETTER
CEO REPORT
REMUNERATION REPORT
DIRECTORS’ REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
AUDITOR’S REPORT
FINANCIAL REPORT
NOTES
ADDITIONAL ASX INFORMATION
APPENDIX 1 SPECIFIC RISKS (UNAUDITED)
1
4
7
9
13
25
28
29
33
40
72
75
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, two executive Directors, one non-
executive Director and two independent Directors.
Directors
Michael Kaminski (Chairman)
Joseph Rooney
Mark McCloskey
James Fitter
Dr. Lyle Berkowitz
John Kelly
Mark Cullen
Daniel Petre
Nationality
USA
Irish
Irish
Australian
USA
Irish
Australian
Australian
(Appointed as Chairman 4 November 2019)
(Resigned as Chairman 4 November 2019)
(Resigned 4 January 2019)
(Resigned 4 January 2019)
(Resigned 4 January 2019)
Michael Kaminski
Independent Chairman
Michael is a Charlotte-based senior healthcare executive with over 35 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 start-up entrepreneurial
organisations to large global enterprises. Michael is currently serving as President and
CEO of Linet Americas, prior to this he was the CEO of Landauer Inc. where he delivered
significant EPS growth and share price gains during his tenure. Michael was appointed to
the board on 22 August 2018 and appointed to the role of Chairman on 4 November 2019.
Michael joined the board of the Morel Company in January 2020.
Joseph Rooney
Independent Director
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 partner 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. Joseph resigned as Chairman on 4 November 2019,
but remains on the board as an Independent Director.
Page 2
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 Service
Divisions until its sale to BT in January 2000. In 2001, 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 2004, when he accepted
the position of Head of ATMs at Royal Bank of Scotland. After subsequently holding other
Senior Executive positions with Royal Bank of Scotland, he left in 2007 to set up Oneview.
James Fitter
CEO & Executive Director
James has been CEO of Oneview Healthcare since January 2013, helping transition
what was then a 10 person start-up into a publicly traded Company 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.
Dr. Lyle Berkowitz
Independent Director
Lyle Berkowitz, MD, FACP, FHIMSS is CEO of Back9 Healthcare Consulting. His career history
involves an intersection of clinical care, applied informatics, digital transformation and
innovation strategy paired with executive management, business and entrepreneurial
roles. He has over twenty years’ experience as a primary care physician, an informatician,
a healthcare innovator and a health tech entrepreneur. He was most recently Chief
Medical Officer and EVP of Product at MDLIVE, one of the largest online medical groups in
the nation. For much of the previous 20 years, Dr. Berkowitz helped lead IT and Innovation
at Northwestern Medicine in Chicago, a top 15 healthcare system with annual revenue
of over $5 billion dollars. He has also helped start and manage multiple healthcare IT
companies over the years, and currently sits on the board of healthfinch in addition to
Oneview Healthcare PLC. He serves on the Advisory Boards of the Innovation Learning
Network (ILN), the Association of Medical Directors of Information Systems (AMDIS), is on
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 100”, 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 Northwestern University. He has
been elected to Fellowship in both the American College of Physicians (ACP) and the
Healthcare Information Management Systems Society (HIMSS).
Page 3
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 2019 and the number of meetings attended by each Director were:
Page 4
Full Board
Audit and Risk
Committee
Remuneration &
Nomination
Committee
Attended
Eligible
to
attend
Eligible
to
attend
Attended Eligible to
Attended
attend
11
11
11
11
11
-
-
-
10
11
11
11
9
-
-
-
4
4
-
-
4
-
-
-
4
4
-
-
4
-
-
-
4
4
-
-
4
-
-
-
4
4
-
-
4
-
-
-
Michael Kaminski
Joseph Rooney
Mark McCloskey
James Fitter
Lyle Berkowitz
John Kelly
Mark Cullen
Daniel Petre
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.
In accordance with ASX listing 4.10.3 and 4.7.4,
the Corporate Governance Statement will be
available for review on the Company’s website
(www.oneviewhealthcare.com), and will be lodged
together with an Appendix 4G at the same time that
this report is lodged with ASX.
2. Deeds of access, indemnity
and insurance for Directors
The Company has entered into agreements 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.
liability
The Directors’ and officers’
insurance
provides cover against costs and expenses, subject
to terms and conditions of the policy, involved in
defending legal actions and any resulting payments
arising from a liability to persons (other than the
Company or related entity) incurred in their position
as a Director or executive officer unless the conduct
involves a wilful breach of duty or an improper use
of inside information or position to gain advantage.
5. Corporate Directory
Registered office & business address
Block 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
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
Registry
Computershare Investor Services Pty Ltd
ASX Code
ASX: ONE
Level 4
60 Carrington Street
Sydney
NSW 2000
Australia
Company Website
www.oneviewhealthcare.com
Company Secretaries
John Kelly
2019)
Patrick Masterson (Resigned 23 October 2019)
Nicholas Brown (Resigned 4 January 2019)
23 October
(Appointed
Page 7
Chairman’s
Letter
Dear 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 2019.
In 2019, the Company continued to grow its
recurring revenue base, increased the number
of live beds and the installed base in North
America and surpassed Australia for the first
time. The Company also successfully conducted
a conditional placement which raised A$25
million before costs, together with a security
purchase plan which raised A$837,500 before
costs. The net proceeds of these issues are
being used to strengthen the balance sheet to
facilitate growth and accelerate sales of our
core healthcare product.
We closed out 2019 with a clear growth
strategy for our core hospital market, centred
on the expansion of live beds within the existing
client base and strengthening our reference
sites, providing the foundation for new client
acquisitions. In early 2020, we embarked on an
organisational restructure, resulting in operational
cost savings of €8 million on an annualised basis,
positioning us with sufficient cash resources to
deliver our near term goal of cash flow break-
even.
Page 8
The first few months of 2020 have taken a
dramatic turn with the onset of the COVID-19
pandemic. This may have an impact on the ability
to implement software projects at healthcare
facilities and hospitals in the near term. There may
be other future impacts that can’t be foreseen at
this point in time. The Directors are continuing to
monitor this Covid-19 situation and its impacts on
the Company.
These challenging events have reaffirmed our
conviction that our value to hospitals will be
important by remotely connecting caregivers
and family members to patients when they are
most vulnerable and potentially in isolation. Whilst
we acknowledge that our clients’ first priority will
be the provision of care, we believe the power
of the Oneview platform, which promotes active
collaboration between patients and clinical staff
and improves caregiver efficiency, has been
highlighted by recent developments.
Oneview unifies systems, data, organisations and
– most importantly – people to improve outcomes,
quality and value. It provides technology that:
• Enables whole-person care;
• Supports the entire care team;
• Provides a foundation for innovation.
Whilst enriching the overall patient experience,
the real value of the Oneview Platform is in
allowing patients to view tailored educational
content, exchange messages with their care
their own progress against
team, monitor
assigned goals, stay connected with friends and
family via video communication and access
premium entertainment. The 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.
We are fortunate to have a talented and skilled
group of employees and 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 re-aligning
the strategic direction of the Company. They
have worked tirelessly to provide a technology
platform which is positively impacting patients’
lives and freeing up care teams to focus on the
delivery of care. Finally, I would like to recognise
our wonderful clients who constantly challenge
us and rank among the most respected and
discerning providers in their respective fields
across the world.
I would also like to acknowledge the invaluable
contribution my colleagues have made to the
Board.
Thank you all for your continued support.
Michael Kaminski
Chairman
CEO Report
Page 9
2019 had many operational highlights, both in our
existing markets of the US and Australia and in new
geographies as we deployed our solution for the
first time in the medical tourism market of Thailand.
The Company continues to grow its pipeline of new
business opportunities in all of its key markets, but is
focused primarily on North America and Australia.
Before addressing 2019 in more detail, it would
be remiss not to address the current challenges
confronting the global economy as a result of the
COVID-19 pandemic. Our thoughts and prayers go
out to everyone who has been directly or indirectly
impacted by these extraordinary developments.
While we continue to monitor the potential impact
of COVID-19, to date, it has not had a significantly
negative impact on our operations. The current
situation highlights the value of the Oneview platform
and the benefits it brings to those who are caring
for our clients’ patients. We have been actively
engaging with clients to provide vital support and
education throughout this unprecedented period.
This month alone, we have worked with three of our
hospital partners to host newly curated real-time
educational content on COVID-19. This has occurred
on three continents in multiple languages. Similarly,
we have been asked to explore the expansion of
our telehealth capabilities at several client sites to
enable remote communication between patients
and their loved ones and we are workshopping
ways to provide additional helpful functionality.
The advantages of electronic meal ordering and
patient-initiated service
through our
technology, enables nurses to prioritise the delivery
of medical care to their patients, and this is vital in
the current environment.
requests,
In these uncertain times, we see our role as
supporting our existing clients at a time when
they face unprecedented demands on their staff.
This aligns with the Company’s current strategic
direction in focusing on expansion opportunities
within our existing client base who know us and
understand our value proposition. We believe that
the value proposition of our platform has never been
more apparent. A hospital’s first priority rightfully will
be patient care. However we have an important
and arguably growing role to play in enabling the
safe, effective and efficient delivery of that care.
Page 10
Although difficult at the time, in hindsight, this has
proven to be an especially prudent decision in light
of the current economic environment. Our balance
sheet reflected €10.3m cash at year-end and zero
debt. Our recurring revenue in 2019 was €4.5m
and our business model is predicated on long-term
contracts. We also enjoy a 100% client retention
rate.
2019 Operational & Financial Review
Revenue for the year from continuing operations
amounted to €7,097,701 (2018: €8,200,358), a
decrease of 13%. Recurring revenue for the year
amounted to €4,527,548 (2018: €3,439,113), an
increase of 32% and continues to grow as the
Company deploys across its client base.
the year,
the Company
During
successfully
conducted a conditional placement which raised
A$25 million before costs, together with a security
purchase plan which raised A$837,500 before costs.
The net proceeds of these issues are being used to
accelerate sales of the core healthcare solution
and strengthen the balance sheet to facilitate
growth.
As at 31 December 2019, the Oneview Inpatient
solution was live in 8,517 beds, up 36% on the prior
year, with a further 2,322 beds contracted but not
yet installed. The Company expects the majority
of these contracted beds to be installed during
the 2020 calendar year. There were 6,855 beds
identified as existing client expansion opportunities
and a further 12,463 beds in the sales pipeline.
The Company continues
to carefully control
expenses and has managed a reduction in full time
headcount from 133 at the beginning of the year to
109 at 31 December 2019.
Oneview had €10.3 million in cash reserves at 31
December 2019, reflecting the capital raise in May
2019 and significant reduction in overheads.
2019 Highlights
In 2019, North America surpassed Australia as the
Company’s largest installed base for the first time
with 4,030 hospital beds now live.
the Bumrungrad
We deployed
International
Hospital, Bangkok, Thailand contract, which was
won in 2018, which affirms the global demand for
patient engagement solutions.
We secured a two year extension to our UCSF
contract.
Oneview now has 55 hospitals under contract across
5 countries. New contract wins and expansion
orders during 2019 include:
• NYU Langone Orthopedic Hospital in New York;
• Angie Fowler AYA Cancer Institute in Cleveland;
• OU Medicine in Oklahoma City;
• Sydney Children’s Hospital in Randwick;
• Prince Charles Hospital in Brisbane.
Senior Living
In the last quarter of 2019, business development
activities were suspended in the Senior Living division
due to a key contract dispute with a major provider
in the aged care industry. This was an extremely
disappointing outcome to what promised to be a
very timely and much needed partnership. We are
continuing to explore a variety of ways to monetise
the significant investment in this product.
Strategic Reorganisation
As a result of these events, we executed a strategic
reorganisation last month with the objective of
realigning our operating expenses more closely
with our highly predictable
revenue
expectations. This restructuring will eliminate over €8
million of costs on an annualised basis and lead to
materially lower cash consumption in 2020.
recurring
Healthcare Pipeline
Page 11
•
•
•
The 2019 Beds in Pipeline has reduced due to the removal of the Senior Living beds following the decision
to suspend product development.
The Expansion Opportunities segment refers to opportunities within the existing client base, currently
estimated at 6,855 in 2019, up 34% on the previous year.
The Healthcare Pipeline includes beds in contract negotiation and beds in a formal RFI/RFP process,
currently estimated at 12,463 in 2019, up 16% on the previous year.
• Our Healthcare growth strategy is to focus on the expansion of live beds within the existing client base and
new client acquisitions.
Healthcare Market Growth
Page 12
RoW
US
US
RoW
Australia
Australia
2020 and beyond
We anticipate continued enhancement of our
implementation framework will result in faster and
more efficient deployments as we continue to scale.
continued to devote incredible energy and focus
to ensure we continue to meet our clients’, our
shareholders’ and our own high expectations.
Our development of a solution to support legacy
coax cabling in established hospitals and expansion
of product from inpatient rooms to ambulatory care
settings is ongoing.
From a sales perspective, we are focused on
material growth opportunities with existing clients
to capitalise on the fastest path to cashflow
breakeven. We continue to drive innovation to
expand product market fit. The Company believes
referral sales are likely to accelerate. The Company
expects lower hardware costs will help increase
market penetration.
I would like to personally thank all our staff and
especially our senior leadership team who have
Recent client 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 clients, employees and shareholders for
their continued support as we strive to make a real
difference to patients when they are at their most
vulnerable.
Yours sincerely,
James Fitter
CEO
Remuneration Report
The Remuneration and Nomination Committee set out its report1 as follows:
Page 13
1. Principles used to determine
the nature and amount of
remuneration
i. Objectives & framework
that
reward
to ensure
The objectives of the Group’s executive reward
framework are
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:
• Competitiveness and awareness
• Acceptability to shareholders
• Performance linkage / alignment of executive
compensation
Transparency
•
• Capital management
The Group has sought independent advice and
structured an executive remuneration framework
that is market competitive and complimentary to
the reward strategy of the organisation. The Board
is satisfied remuneration recommendations are
made free from undue influence by the members
of the key management personnel.
Alignment to shareholders’ interests
• Has economic profitability as a core component
of the plan
• Focuses on sustained growth in shareholder
wealth, comprising growth in share price and
dividends (when available)
• Focusing executives 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
towards achieving cash-flow break-even
• Provides a clear structure for earning rewards
• Provides recognition for contribution
The framework provides a mix of fixed pay and long
term incentives comprising an employee share
option scheme and a long term incentive plan. The
Company currently does not operate a variable
pay arrangement.
ii. Remuneration & Nomination
Committee
The Board has established a Remuneration and
Nomination Committee. During the year, the
committee comprised Joseph Rooney (Chairman),
Michael Kaminski and Lyle Berkowitz. On 4 November
2019, Lyle Berkowitz replaced Joseph Rooney in the
position of chair of the committee. Effective from
that date, the committee comprises Lyle Berkowitz
(Chairman), Joseph Rooney and Michael Kaminski.
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 where required;
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
recruitment, retention and
termination policies;
succession plans of the CEO, senior executives
and executive Directors;
the process
the
performance of the Board, its Board Committees
and individual Directors;
the
executives and members of the Board;
review of the performance of senior
the evaluation of
for
•
•
•
•
•
•
•
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.
•
•
those aspects of the Company’s remuneration
policies and packages,
including equity
based incentives, which should be subject to
shareholder approval; and
the size and composition of the Board and
strategies to address Board diversity and the
Company’s performance
in respect of the
Company’s Diversity Policy, including whether
there is any gender 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
(ESOP) and Restricted Stock Units under the Oneview
Healthcare plc NED & Consultant RSU Plan (RSU) as
Base fees
Chairman
Other non-executive Directors
Additional Remuneration
Chairman
Other non-executive Directors
Post employment benefits
Chairman
Other non-executive Directors
Page 14
approved by shareholders at the AGM on 1 August
2019.
a. Non-executive Directors’ fees
The current base remuneration was independently
reviewed during 2019, relative to the fees of non-
executive Directors based on comparative roles in
the external market. Following this review, the cash
element of non-executive Directors’ remuneration
comprises an average 5% reduction on previous
fees, supplemented with an annual allocation of
RSUs, as approved by shareholders annually at
the AGM. In the case of the chairman, the cash
element of non-executive Directors’ remuneration
comprises an average 28% reduction on previous
fees, supplemented with an annual allocation of
RSUs, also as approved by shareholders annually at
the AGM.
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 (€468,457) 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 2019 to
31 December 2019
From 1 January 2018 to
31 December 2018
€
56,173
93,018
-
-
-
62
149,253
€
69,234
227,866
-
8,305
-
11,801
317,206
iv. Executive Directors
The executive pay and reward framework currently
has 5 components:
• Base pay and benefits
• Annual discretionary bonus
• Annual incentives thorough participation in the
Oneview Healthcare plc NED & Consultant RSU
Plan (RSU)
• Long-term incentives through participation in the
Oneview Healthcare plc Employee Share Option
Plan (ESOP)
• Long-term incentives through participation in the
Oneview Healthcare plc 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 promotion. There are no guaranteed base pay
increases included in any executive’s 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 (2018: €Nil).
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
Page 15
c. Restricted share unit plan (“RSU”)
The Company operates a Restricted Share Unit
Plan (“RSU”) which was established on 2 July
2019. The scheme was approved by shareholders
at the Company’s Annual General Meeting on 1
August 2019. The purpose of the Plan is to attract,
retain, and motivate Directors and employees
of Oneview Healthcare plc, its subsidiaries and
affiliates, to provide for competitive compensation
opportunities, to encourage long term service,
to recognise individual contributions and reward
achievement of performance goals, and to promote
the creation of long term value for shareholders by
aligning the interests of such persons with those of
shareholders. Executive Directors, non-executive
senior executives and
Directors, consultants,
employees are eligible to participate in the RSU at
the discretion of the Remuneration and Nomination
Committee.
d. 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. During the year, 1,280,250 share
options were modified. The share options were
modified to incentivise employees by re-setting the
exercise prices and vesting periods.
e. Restricted share plan (“RSP”)
The Company operates a long term incentive
plan, the Restricted Share Plan (“RSP”) 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” 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 Restricted
Shares.
Awards to executive Directors in the year and
the preceding year under the RSP are subject to
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
VWAP1 for the five trading days commencing
on the day of release of the audited financial
statements for each of FY2018, FY2019, FY2020,
FY2021 and FY2022 (‘test dates’), against the
Offer Price;
• Compound annual growth in TSR whereby
the Company achieves a target compound
percentage growth rate in the stock price of the
Company as quoted on the ASX, plus dividends.
as measured by reference to the share price on
the last trading days of the FY2017, FY2018, and
FY2019 (‘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, and
FY2019 (‘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 Senior Living beds contracted by
reference to a target number of contracted
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 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. In accordance with the terms and
conditions established by the Remuneration and
Nominations Committee, where performance
conditions have not being achieved by the last
performance testing date, the RSPs allocated to
these unachieved performance conditions shall be
the subject of forfeiture by the Remuneration and
Nominations Committee.
1
VWAP is defined as Volume Weighted Average price
Page 16
2. Details of remuneration
i. Remuneration of key management personnel - 2019
Short-term
benefits
Salary &
fees
Bonus
Non
cash
benefits
Sub
Total
Post
employment
benefits
2019
Total
2018
Total
€
56,173
45,821
45,821
719
657
-
-
149,191
290,000
290,000
2,219
582,219
731,410
€
-
-
-
-
-
-
-
-
-
-
-
-
-
€
-
-
-
-
-
-
-
-
7,585
5,905
397
€
56,173
45,821
45,821
719
657
-
-
149,191
297,585
295,905
2,616
13,887
596,106
€
-
-
-
-
62
-
-
62
20,792
24,367
197
45,356
€
56,173
45,821
45,821
719
719
-
-
€
69,234
16,889
47,526
47,526
47,528
56,622
31,881
149,253
317,206
318,377
341,909
320,272
339,612
2,813
239,369
641,462
920,890
13,887
745,297
45,418
790,715
1,238,096
Joseph Rooney
Michael Kaminski1
Lyle Berkowitz
Mark Cullen4
Daniel Petre4
Christina Boyce2
James (Will) Vicars3
Sub-total – non-
executive Directors
Mark McCloskey
James Fitter
John Kelly4
Total Executive
Directors
Total5
1.
2.
3.
4.
5.
Michael Kaminski was appointed to the board on 22 August 2018.
Christina Boyce resigned from the board on 22 November 2018.
James (Will) Vicars resigned from the board on 22 August 2018.
Mark Cullen, Daniel Petre and John Kelly resigned from the board on 4 January 2019.
Excludes employer-based taxes of €8,368 (2018 €40,801).
ii. Options & RSUs
In addition, key management personnel have been awarded share options under the ESOP and restricted
stock units under the RSU and RSP plans, as highlighted earlier in this report. The fair value charges associated
with these awards are as follows:
Page 17
Joseph Rooney
Christina Boyce
Lyle Berkowitz
Mark Cullen
Daniel Petre
James (Will) Vicars
Michael Kaminski
Sub-total – non-executive Directors
Mark McCloskey1
James Fitter1
John Kelly
Sub Total Executive Directors
Total
2019
2018
€
43,885
-
77,247
-
-
-
20,711
141,843
(68,675)
(31,115)
199
(99,591)
€
24,986
-
42,901
24,917
24,917
16,043
-
133,764
(58,073)
(43,541)
211,256
109,642
42,252
243,406
For Mark McCloskey and James Fitter, the non-cash accounting charge in respect of their restricted stock units under the RSP is a negative
1.
charge in 2019 and 2018 as vesting conditions were not met.
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
Mark McCloskey1
James Fitter1
John Kelly
Fixed Remuneration
At Risk
2019
%
56%
79%
37%
100%
100%
-
-
100%
100%
93%
85%
2018
%
73%
100%
53%
66%
66%
100%
67%
100%
100%
53%
78%
2019
%
44%
21%
63%
0%
0%
-
-
0%
0%
7%
15%
2018
%
27%
0%
47%
34%
34%
0%
33%
0%
0%
47%
22%
For Mark McCloskey and James Fitter, the non-cash accounting charge in respect of their restricted stock units under the RSP is a negative
1.
charge in 2019 and 2018 as vesting conditions were not met.
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.
letter summarises the Board policies and
The
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 Stock Share Plan, the Employee
Share Option Plan, the Restricted Stock Share Unit
Plan and other benefits including health insurance.
i. Mark McCloskey, President and
Executive Director
Mark McCloskey is employed as Chief Revenue
Officer 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), the Group Restricted Share Unit Plan (RSU) 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.
immediately
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
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. 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.
Page 18
James’ remuneration package is comprised of
a base salary of €300,000 per annum, an annual
discretionary bonus of up to 100% of base salary
and participation in the Group Restricted Share Plan
(RSP), the Group Restricted Share Unit Plan (RSU)
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.
immediately
James’ employment contract may be terminated
by Oneview providing at least 6 months’ notice
in writing. Further, Oneview may terminate the
employment of James
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. 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
– resigned 4 January 2019
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), the Group Restricted Share Unit Plan (RSU)
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. 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 (ESOP)
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. During the year, 1,280,250 share options were modified. The
share options were modified to incentivise employees by re-setting the exercise prices and vesting periods.
The following options were outstanding as at 31 December 2019 in respect of the Directors.
Joseph Rooney
Joseph Rooney
Grant
Exercise
Estate of James Osborne
Grant
Estate of James Osborne
Grant
Estate of James Osborne
Exercise
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
Mark McCloskey
James Fitter
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
John Kelly
Date
Number of
Options
Strike
Price
Vesting Date
7 February 2016
50,000
22 May 2019
(50,000)
€0.001
€0.001
6 February 2019
Outstanding as at 31 December 2019
Exercisable as at 31 December 2019
-
-
31 December 2014
31 December 2015
50,000
50,000
14 August 2018
(100,000)
Outstanding as at 31 December 2019
Exercisable as at 31 December 2019
-
-
9 October 2013
133,340
9 October 2013
133,330
9 October 2013
133,330
31 December 2014
450,000
31 December 2015
(266,670)
31 December 2015
200,000
Grant
Grant
Grant
Grant
Exercise
Grant
Replaced for RSU’s
31 December 2015
(200,000)
Exercise
Grant
Grant
Grant
Grant
Exercise
Grant
22 May 2019
(583,330)
Outstanding as at 31 December 2019
Exercisable as at 31 December 2019
-
-
9 October 2013
233,340
9 October 2013
233,330
9 October 2013
233,330
31 December 2014
500,000
31 December 2015
(466,670)
31 December 2015
200,000
Replaced for RSU’s
31 December 2015
(200,000)
Exercise
22 May 2019
(733,330)
Grant
Grant
Grant
Grant
Grant
Outstanding as at 31 December 2019
Exercisable as at 31 December 2019
9 October 2013
9 October 2013
9 October 2013
-
-
50,000
50,000
50,000
31 December 2014
150,000
31 December 2015
100,000
Replaced for RSU’s
31 December 2015
(100,000)
Exercise
22 May 2019
(300,000)
Outstanding as at 31 December 2019
Exercisable as at 31 December 2019
-
-
€0.001
€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
€0.001
€0.750
€0.750
€0.001
€0.001
€0.001
€0.001
€0.001
€0.750
€0.750
€0.001
31 December 2017
14 August 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
James (Will) Vicars
Grant
31 December 2015
50,000
€0.001
31 December 2018
Outstanding as at 31 December 2019
50,000
Exercisable as at 31 December 2019
50,000
Daniel Petre
Daniel Petre
Daniel Petre
Grant
Grant
Exercise
31 December 2014
31 December 2015
40,000
50,000
22 May 2019
(50,000)
€1.233
€0.001
€0.001
31 December 2017
31 December 2018
Mark Cullen
Grant
31 December 2015
50,000
€0.001
31 December 2018
Outstanding as at 31 December 2019
40,000
Exercisable as at 31 December 2019
40,000
Outstanding as at 31 December 2019
50,000
Exercisable as at 31 December 2019
50,000
Christina Boyce
Christina Boyce
Grant
Forfeit
19 April 2016
50,000
7 November 2018
(50,000)
€0.001
€0.001
18 April 2019
18 April 2019
Outstanding as at 31 December 2019
Exercisable as at 31 December 2019
-
-
Lyle Berkowitz
Grant
27 April 2017
50,000
€0.001
9 September 2019
Outstanding as at 31 December 2019
50,000
Exercisable as at 31 December 2019
-
Page 21
ii. Restricted Stock Share Plan (RSP)
On 16 March 2016, the Company adopted the Restricted Share Unit Plan (RSP) 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 RSPs 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 2019, the performance conditions for CAGR in TSR, recurring revenue
growth, hospital bed targets and Assisted Living bed targets were not achieved. In accordance with the terms
and conditions established by the Remuneration and Nominations Committee, the RSPs allocated to these
unachieved performance conditions in respect of the year ended 31 December 2019, along with any RSU’s
allocated to unachieved performance conditions from the prior years which were aggregated with the award
pool for the current year are now the subject of forfeiture by the Remuneration and Nominations Committee.
Certain RSPs awarded to James Fitter have a 5 year vesting period with performance conditions for CAGR in TSR
and in accordance with the terms and conditions established by the Remuneration and Nominations Committee,
any RSP’s allocated to these unachieved performance conditions from the current year, 31 December 2019
shall be aggregated with the award pool for the year ended 31 December 2020, with updated performance
conditions being set.
For the year ended 31 December 2018, 400,000 RSPs 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 performance conditions for the year ended 31 December
2018 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 RSPs allocated to these unachieved performance conditions along with any RSP’s allocated to
unachieved performance conditions from the prior year, 31 December 2017 were aggregated with the award
pool for the 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.
Page 2 2
The RSU shares were awarded at a price of €0.001 with vesting over a service period as follows:
Award
Date
Recipient
Number of
RSU’s
Vested
2019
16 March 2016
Mark McCloskey
16 March 2016
Mark McCloskey
16 March 2016
Mark McCloskey
16 March 2016
Mark McCloskey
16 March 2016
Mark McCloskey
Sub total
Forfeited
Outstanding at 31 December 2019
16 March 2016
James Fitter
16 March 2016
James Fitter
16 March 2016
James Fitter
16 March 2016
James Fitter
16 March 2016
James Fitter
Forfeited
Outstanding at 31 December 2019
16 March 2016
John Kelly
16 March 2016
John Kelly
Sub total
200,000
205,910
274,560
102,960
205,910
989,340
734,430
-
200,000
525,510
205,910
274,560
102,960
1,308,940
528,520
525,510
100,000
187,280
287,280
Outstanding at 31 December 2019
287,280
Total
RSU’s vested
RSU’s forfeited
2,585,560
509,820
1,262,950
Outstanding at 31 December 2019
812,790
*Compound Annual Growth Rate in Total Shareholder Return
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Vested
2018
200,000
-
-
-
-
Vested
2017
Vesting
Term
Performance
Conditions
-
-
3 Years
Continued employment
3 Years
CAGR in TSR*
54,910
3 Years
Recurring revenue growth targets
-
-
3 Years
Hospital beds targets
3 Years
Senior Living beds targets
200,000
54,910
200,000
-
-
-
-
-
-
-
3 Years
Continued employment
5 Years
CAGR in TSR*
3 Years
CAGR in TSR*
54,910
3 Years
Recurring revenue growth targets
-
3 Years
Hospital beds targets
200,000
54,910
-
-
-
-
-
-
400,000
109,820
3 Years
Continued employment
3 Years
Compliance Performance
The tests for hospital beds contracted and Senior
Living beds contracted along with recurring revenue
growth for 2019 and the prior year 2018 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.
iii. Restricted Stock Share Unit Plan (RSU)
plan to certain Directors, non-executive Directors,
consultants, senior executives and employees. The
purpose of the plan is to attract, retain, and motivate
Directors and employees of Oneview Healthcare plc,
its subsidiaries and affiliates, to provide for competitive
compensation opportunities, to encourage
long
term service, to recognise individual contributions
and reward achievement of performance goals,
and to promote the creation of long term value for
shareholders by aligning the interests of such persons
with those of shareholders.
On 2 July 2019, the Company adopted a new
Restricted Share Unit Plan (RSU) to replace the existing
Restricted Stock Share Plan (RSP). The scheme was
subsequently approved by shareholders at the
Company’s Annual General Meeting on 1 August
2019. Pursuant to the scheme, the Remuneration
and Nominations Committee of the Company’s
board of Directors may make an award under the
The RSUs are contracts to issue shares at future vesting
periods ranging between 1 year and 3 years, at
an award price of €0.001, and are dependent on
achievement of performance conditions which are
set periodically by the Remuneration and Nominations
Committee. All awards to Directors and non-executive
Directors are subject to shareholder approval annually
at the Annual General Meeting.
Page 23
For the year ended 31 December 2019, the following RSU’s were awarded to Directors and non-executive
Directors at an award price of €0.001 with vesting over a service period as follows:
Award
Date
Recipient
RSU’s
Price
1 August 2019
Joseph Rooney
1 August 2019
Michael Kaminski
1 August 2019
Dr Lyle Berkowitz
Non–Executive
Directors
588,235
294,118
294,118
1,176,471
€0.001
€0.001
€0.001
Vesting
Term
1 Year
1 Year
1 Year
Performance
Conditions
Continued board appointment
Continued board appointment
Continued board appointment
1 August 2019
James Fitter
1,000,000
€0.001
3 Years
1 August 2019
Mark McCloskey
750,000
€0.001
3 Years
3 successive quarters of positive
EBITDA & continuing employment
3 successive quarters of positive
EBITDA & continuing employment
Executive Directors
Outstanding at 31 December 2019
Vested at 31 December 2019
1,750,000
2,926,471
-
On behalf of the board
Dr Lyle Berkowitz
Chairman of the
Remuneration Committee
30 March 2020
Page 25
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 2019.
1. Principal activity, business review
3. Principal risks and uncertainties
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
to €7,097,701
continuing operations amounted
(2018: €8,200,358), a decrease of 13%. Recurring
revenue for the year amounted to €4,527,548 (2018:
€3,439,113), an increase of 32% and continues to
grow as the Company deploys incrementally across
its increasing client base.
As at 31 December 2019, the Oneview Inpatient
solution was live in 8,517 beds with a further 2,322
beds contracted but not yet installed. There were
6,855 beds identified as existing client expansion
opportunities and a further 12,463 beds in the sales
pipeline.
Oneview now has 55 hospitals under contract across
5 countries. New contract wins and expansion orders
include:
• NYU Langone Orthopedic Hospital in New York;
• Angie Fowler AYA Cancer Institute in Cleveland;
• OU Medicine in Oklahoma City;
• Sydney Children’s Hospital in Randwick;
• Prince Charles Hospital in Brisbane.
We deployed the Bumrungrad International Hospital,
Bangkok Thailand contract, which was won in
2018, which affirms the global need for patient
engagement solutions.
In the last quarter of 2019, business development
activities were suspended in the Senior Living division
due to a key contract dispute with a major provider
in the aged care industry.
2. Financial activities
the year,
the Company
During
successfully
conducted a conditional placement which raised
A$25 million before costs, together with a security
purchase plan which raised A$837,500 before costs.
The net proceeds of these issues are being used to
accelerate sales of the core inpatient product and
strengthen the balance sheet to facilitate growth.
Since the start of January 2020, global financial
markets have been monitoring and reacting to the
spread of the novel coronavirus (COVID-19). While
containment efforts have helped to slow the growth
of the virus in mainland China, in late February and
early March 2020, global financial markets reacted
sharply to the news that the virus has spread
globally. This has had an impact on global supply
chains and general public confidence. There
has also been a large decline in energy prices,
including oil, the decline in price of which has been
further exacerbated by tensions among leading oil
producing nations. This weakening of economic
activity and the related market reaction may have
an impact on the performance of the Group, in
particular, its ability to fulfil its client facing service
obligations. Management are continuing to closely
monitor the situation.
Details of the other principal risks and uncertainties
facing the Group are set out in an Appendix to this
annual report. These 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 21 to
the consolidated financial statements, ‘Financial
Instruments’. The Group did not enter into any
derivative transactions during 2019 or 2018.
5. Results and dividends
The loss for the year amounted to €16,941,155 (2018:
loss of €20,278,369). 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 2019 are disclosed in note 22.
7. Post balance sheet events
There are no post balance sheet events that would
require disclosure or adjustment to the financial
statements.
8. Political contributions
The Group and Company did not make any
disclosable political donations during the year.
9. Research and development
The Group is involved in research and development
activities and during the year incurred €308,077 in
development costs that were capitalised and a further
€4,148,415 of research costs that were expensed as
they do not meet the current accounting criteria for
capitalisation.
10. 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 2019, the Group had cash reserves
of €10.3 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
at least the remainder of 2020. The Group has based
this estimate on assumptions that may prove to be
wrong, and there is a possibility that 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 client implementations.
Page 26
On 31 January 2020, the World Health Organisation
(WHO) announced Coronavirus Covid-19 as a global
health emergency and on 11 March 2020, the WHO
declared it to be a pandemic in recognition of its rapid
spread across the globe. This may have a significant
impact on the ability to implement software projects
at healthcare facilities and hospitals. This may result
in a significant reduction in non-recurring revenue
for the Group and the ability to grow the recurring
revenue base. There may be other future impacts that
can’t be foreseen at this point in time and therefore
be considered by the Directors. The Directors have
given careful consideration to the Covid-19 situation
and the potential impact on the going concern basis
of preparation. The Directors have considered, and
started to implement, a number of mitigating actions
to preserve cash in order to offset the revenue
reduction and ensure that the Group can continue
to meet its obligations. The Directors believe that
sufficient financial resources are available to enable
the Group to meet its obligations as they fall due,
covering a period of not less than 12 months from
the date of approval of the financial statements.
In forming their view, the Directors have taken into
consideration the future financial requirements of the
Group and Company and the current cash reserves.
that
liabilities
The Directors have concluded
these
circumstances represent 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
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.
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 at the time, for a total consideration of €2,586.
These shares are currently held by Goodbody Trustees
Limited in trust, pending vesting conditions being met.
Page 27
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 the Company’s
compliance and risk management functions.
•
•
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.
13. Directors’ compliance
statement
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 30 March 2020
Director
Director
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
relevant
compliance with
obligations, have been put in place; and
the Company’s
• 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
Page 28
Statement of Directors’
Responsibilities
The Directors are responsible for preparing the annual
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. 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.
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 the 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
comply with the provision of the Companies Act
2014. They are responsible for such internal controls
as they determine are necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error,
and have general responsibility for safeguarding
the assets of the Company, and hence for taking
reasonable steps for the prevention and detection
of fraud and other irregularities. The Directors are
also responsible for preparing a Directors’ report that
complies with the requirements of 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 30 March 2020
Director Director
Page 29
Auditor’s Report
Independent auditor’s report to the members of Oneview
Healthcare PLC
1. Opinion
We have audited the financial statements of
Oneview Healthcare plc (‘the Company’) for the
year ended 31 December 2019, which comprise the
Consolidated statement of total comprehensive
income, Consolidated statement of financial
position, Company statement of financial position,
Consolidated statement of changes in equity,
Company
in equity,
statement of changes
Consolidated statement of cash flows, 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 Company as at 31 December 2019
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.
Material uncertainty related to going concern
We draw attention to note 1 to the financial
statements which indicates that the Group is
expected to experience revenue reductions due to
the ongoing impact of COVID-19 and therefore the
Company and Group may be unable to continue
realising its assets and discharging its liabilities in
the normal course of business . 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.
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, the key audit
matters, in decreasing order of audit significance,
were as follows (unchanged from 2018):
Revenue recognition €7.1 million (2018 - €8.2 million)
Refer to Note 1 (accounting policies) and Note 2 (financial disclosures)
The key audit matter
How the matter was addressed in our audit
Page 3 0
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:
• Whether contracts can be separated
into individual 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 point of revenue
recognition for the specific contract.
•
•
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 determination of revenue to be recognised in line with IFRS 15 and
testing the design and implementation of the relevant controls therein;
• Assessing whether 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 client 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 clients,
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
In arriving at our Parent Company audit opinion, there was one key audit matter as follows (unchanged from
2018):
Parent Company Key Audit Matter – Valuation of Investment in subsidiaries and expected credit losses of InterCompany
Loans and Receivables €43.2 million (2018 - €80.2 million)
Refer to Note 1 (accounting policies) and Note 10 and 12 to the Parent Company Financial Statements.
The key audit matter
How the matter was addressed in our audit
We identified a significant risk of error
related to the impairment test for the Parent
Company’s investment in subsidiaries and
carrying value of
loans
receivables, as the fair values used for the
impairment test information are dependent
on projected financial information.
interCompany
The Board of Directors and Management
judgment and
have used
significant
estimations of future developments
in
assessing the effect of current subsidiary
operations on
recoverability of
associated assets. For this reason, these
were considered key audit matters in the
audit of the parent company.
the
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.
Based on the evidence obtained, we found management’s assessment of
the carrying value of the Parent Company investment in subsidiaries and
intercompany loans and 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 €0.23 million (2018: €0.27
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 (2018: €0.01 million),
in addition to other identified misstatements that
warranted reporting on qualitative grounds.
for
the parent company financial
Materiality
statements as a whole was set at €39,000 (2018:
€47,000), determined with reference to a benchmark
of the net assets of the parent company excluding
intercompany balances, of which it represents 1%
(2018: 1%). Net assets are deemed to be the most
appropriate benchmark as the parent company
is a holding company only that provides financial
support to its operating subsidiaries.
(2018: eight)
the group’s nine
Of
reporting
components, we subjected six (2018: five) to
full scope audits for group purposes. Those not
subjected to a full scope audit are dormant
companies. All procedures were completed by a
single engagement team in Dublin.
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.
for
responsible
Other information
The Directors are
the other
information presented in the Annual Report together
with the financial statements. The other information
the
comprises
Directors’ Report, Chairman’s 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
information
included
the
in
Page 31
statements does not cover the other information
and, accordingly, we do not express an audit
opinion or, except as explicitly stated below, any
form of assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether, based on our
financial statements audit work, the information
therein is 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.
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’ 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
information and
explanations which we consider necessary for the
purpose of our audit.
the
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 28, 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
Page 32
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.
30 March 2020
Sean O’Keefe
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
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.
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
Financial Report
Consolidated Statement of Total Comprehensive Income
for the year ended 31 December 2019
Page 3 3
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
2019
2018
Restated
(Note 19)
Note
€
€
2
7,097,701
8,200,358
(2,838,185)
(4,153,811)
4,259,516
4,046,547
19
19
19
(4,290,333)
(6,055,547)
(12,036,302)
(11,961,420)
(4,708,796)
(6,434,732)
3,4
(16,775,915)
(20,405,152)
5
5
6
7
7
(110,324)
49,460
(23,297)
208,882
(16,836,779)
(20,219,567)
(104,376)
(58,802)
(16,941,155)
(20,278,369)
(16,941,155)
(20,278,369)
(0.12)
(0.29)
(0.12)
(0.29)
(5,431)
(292,481)
(5,431)
(292,481)
Total comprehensive loss for the year
(16,946,586)
(20,570,850)
The total comprehensive loss for the year is entirely attributable to equity holders of the Group.
On behalf of the board
James Fitter
Director
Mark McCloskey
Director
30 March 2020
Consolidated Statement of Financial Position
as at 31 December 2019
Page 3 4
Note
2019
€
2018
€
Non-current assets
Intangible assets
Property, plant and equipment
Research and development tax credit
Director’s loan
Current assets
Inventories
Trade and other receivables
Contract assets
Current income tax receivable
Cash and cash equivalents
Total current assets
Total assets
Equity
Issued share capital
Share premium
Treasury reserve
Other undenominated capital
Translation reserve
Reorganisation reserve
Share based payments reserve
Retained earnings
Total equity
Non-current liabilities
Lease liabilities
Deferred income
Total non-current liabilities
Current liabilities
Trade and other payables
Lease liabilities
Current income tax liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
On behalf of the board
James Fitter
Director
Mark McCloskey
Director
30 March 2020
8
9
12
11
12
2
16
16
16
16
768,822
1,258,806
1,993,345
620,479
-
610,841
536,962
252,469
3,382,646
2,659,078
235,319
671,904
3,519,224
2,734,989
348,666
1,449,178
18,180
-
10,262,820
9,330,948
14,384,209
14,187,019
17,766,855
16,846,097
175,288
69,546
101,630,025
85,828,481
(2,586)
4,200
(2,586)
4,200
(47,897)
(42,466)
(1,351,842)
(1,351,842)
15
3,467,957
5,911,172
(96,196,006)
(80,489,997)
7,679,139
9,926,508
18
14
13
18
1,499,310
-
394,518
567,858
1,893,828
567,858
7,952,171
6,333,631
241,717
-
-
18,100
8,193,888
6,351,731
10,087,716
6,919,589
17,766,855
16,846,097
Company Statement of Financial Position
as at 31 December 2019
Non-current assets
Financial assets
Loan to Group Company
Director’s Loan
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity
Share capital
Share premium
Treasury reserve
Other undenominated capital
Share based payment reserve
Retained earnings
Total equity
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
On behalf of the board
James Fitter
Director
Mark McCloskey
Director
30 March 2020
Page 3 5
Note
10
12
2019
€
2018
€
5,938,029
6,061,781
20,649,638
17,823,861
-
252,469
26,587,667
24,138,111
12
16,584,467
56,236,937
4,234,142
4,959,618
20,818,609
61,196,555
47,406,276
85,334,666
16
16
16
16
15
175,288
69,546
101,630,025
85,828,481
(2,586)
4,200
(2,586)
4,200
3,467,957
5,911,172
(58,108,714)
(6,657,055)
47,166,170
85,153,758
13
240,106
180,908
240,106
180,908
47,406,276
85,334,666
Consolidated Statement of Changes in Equity
for the year ended 31 December 2019
Page 36
Share
capital
Share
premium
Treasury
reserve
Other
undenom-
inated
capital
Reorgan-
isation
reserve
Share
based
payment
reserve
Translation
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
€
€
Balance at 1 January 2018
69,406
85,825,987
(2,586)
4,200
(1,351,842)
5,938,703
250,015
(60,511,709)
30,222,174
IFRS 15 Adjustment
-
-
-
-
-
-
-
(138,166)
(138,166)
Balance at 1 January 2018
69,406
85,825,987
(2,586)
4,200
(1,351,842)
5,938,703
250,015
(60,649,875)
30,084,008
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
-
-
-
-
-
-
-
-
140
-
2,494
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(20,278,369)
(20,278,369)
(292,481)
-
(292,481)
(292,481)
(20,278,369)
(20,570,850)
410,716
(184,650)
(253,597)
-
-
-
-
410,716
184,650
253,597
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
Loss for the year
Foreign currency translation
Total comprehensive loss
-
-
-
-
-
-
Transactions with
shareholders
Issue of ordinary shares
103,350
15,801,544
Share based compensation
Exercise of options
Transfer to retained earnings
in respect of expired options
-
2,392
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,090
(2,259,733)
(201,572)
-
(16,941,155)
(16,941,155)
(5,431)
-
(5,431)
(5,431)
(16,941,155)
(16,946,586)
-
-
-
-
(1,226,159)
14,678,735
-
2,259,733
201,572
18,090
2,392
-
As at 31 December 2019
175,288
101,630,025
(2,586)
4,200
(1,351,842)
3,467,957
(47,897)
(96,196,006)
7,679,139
Page 37
Company Statement of Changes in Equity
for the year ended 31 December 2019
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share
based
payment
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
Balance at 1 January 2018
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
140
2,494
Transfer to retained earnings in
respect of expired options
-
-
-
-
-
-
-
-
-
-
-
336,011
336,011
410,716
(184,650)
-
410,716
184,650
2,634
(253,597)
253,597
-
Balance at 31 December 2018
69,546
85,828,481
(2,586)
4,200
5,911,172
(6,657,055)
85,153,758
Loss and total comprehensive
income for the year
Transactions with shareholders
-
-
Issue of ordinary shares
103,350
15,801,544
Share based compensation
Exercise of options
Transfer to retained earnings in
respect of expired options
-
2,392
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,090
(2,259,733)
(201,572)
(52,686,805)*
(52,686,805)
(1,226,159)
14,678,735
-
2,259,733
201,572
18,090
2,392
-
As at 31 December 2019
175,288 101,630,025
(2,586)
4,200
3,467,957
(58,108,714)
47,166,170
* includes impairment provision on inter-company receivables of €53,138,072.
Consolidated Statement of Cash Flows
for the year ended 31 December 2019
Cash flows from operating activities
Receipts from clients
Payments to suppliers
Payments to employees and consultants
Finance charges paid
Interest received
Research and development tax credit received
Income tax paid
Page 3 8
Note
2019
€
2018
€
10,853,747
9,981,729
(8,273,765)
(10,580,452)
(15,616,634)
(18,335,027)
(18,595)
(23,297)
774
-
(107,381)
1,741
310,457
(31,938)
Net cash used in operating activities
20
(13,161,854)
(18,676,787)
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
(122,668)
(80,956)
10,120
9,058
(308,077)
(665,753)
Net cash used in investing activities
(420,625)
(737,651)
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs
Repayment of lease liabilities
15,906,961
(1,226,159)
18
(279,041)
2,634
-
-
Net cash provided by financing activities
14,401,761
2,634
Net increase/(decrease) in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning
of financial year
819,282
(19,411,804)
112,590
132,209
9,330,948
28,610,543
Cash and cash equivalents at end of financial year
10,262,820
9,330,948
Page 39
Company Statement of Cash Flows
for the year ended 31 December 2019
Net cash used in operating activities
20
(15,433,179)
(20,114,241)
Note
2019
€
2018
€
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
10
-
-
(170,154)
(170,154)
15,906,961
(1,226,159)
2,634
-
Net cash provided by financing activities
14,680,802
2,634
Net decrease in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
(752,377)
(20,281,761)
26,901
129,124
4,959,618
25,112,255
Cash and cash equivalents at end of financial year
4,234,142
4,959,618
Notes
1. Accounting policies – Group and Company
Page 4 0
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 2019 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 2019. 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
individual financial statements
together with its consolidated financial statements
with an exemption from publishing the Company
income statement and statement of comprehensive
income which forms part of the Company financial
statements prepared and approved in accordance
with the Act.
its
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 in
March 2016 and equity raisings in May 2019. As at
31 December 2019, the Group had cash reserves of
€10.3 million.
the Group’s ability
At the date of signing of the financial statements,
management assessed
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 at least the remainder of 2020. The
Group has based this estimate on assumptions that
may prove to be wrong, and there is a possibility that
the Group may use its capital resources sooner than
it currently expects.
implementation,
The Group is impacted by the timing of contract
some
execution and project
of which are beyond the Group’s control. New
contracts may also
significant upfront
expenses related to the design of original equipment
manufacturer’s hardware required for certain client
implementations.
incur
On 31 January 2020, the World Health Organisation
(WHO) announced Coronavirus Covid-19 as a global
health emergency and on 11 March 2020, the WHO
declared it to be a pandemic in recognition of its rapid
spread across the globe. This may have a significant
impact on the ability to implement software projects
at healthcare facilities and hospitals. This may result
in a significant reduction in non-recurring revenue
for the Group and the ability to grow the recurring
revenue base. There may be other future impacts that
can’t be foreseen at this point in time and therefore
be considered by the Directors. The Directors have
given careful consideration to the Covid-19 situation
and the potential impact on the going concern basis
of preparation. The Directors have considered, and
started to implement, a number of mitigating actions
to preserve cash in order to offset the revenue
reduction and ensure that the Group can continue
to meet its obligations. The Directors believe that
sufficient financial resources are available to enable
the Group to meet its obligations as they fall due,
covering a period of not less than 12 months from
the date of approval of the financial statements.
In forming their view, the Directors have taken into
consideration the future financial requirements of the
Group and Company and the current cash reserves.
that
The Directors have concluded
these
circumstances represent 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
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
liabilities
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
The following new standards, interpretations and
standard amendments became effective for the
Group as of 1 January 2019:
•
•
• Prepayment
IFRS 16 Leases;
IFRIC 23 Uncertainty over Income Tax Treatments;
Negative
Features
with
Compensation (Amendments to IFRS 9);
• Long-term Interests in Associates and Joint
Ventures (Amendments to IAS 28);
• Plan Amendment, Curtailment or Settlement
(Amendments to IAS 19);
• Annual Improvements to IFRSs 2015-2017 Cycle
(Amendments to IFRS 3, IFRS 11, IAS 12 and IAS
23).
interpretations and
IFRS 16 Leases, these
With the exception of
new
standard
standards,
amendments did not result in a material impact on
the Group’s and Company’s results. The nature and
effect of changes required by IFRS 16 are described
below.
Standards issued but not yet effective
A number of new standards are effective for
annual periods beginning after 1 January 2020
and earlier application is permitted; however, the
Group has not early adopted the new or amended
standards in preparing these consolidated financial
statements. The following amended standards
and interpretations are not expected to have a
significant impact on the Group’s consolidated
financial statements:
• Amendments to References to Conceptual
Framework in IFRS Standards;
• Definition of a Business (Amendments to IFRS 3);
• Definition of Material (Amendments to IAS 1 and
IAS 8);
IFRS 17 Insurance Contracts;
•
• Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
(Amendments to IFRS 10 and IAS 28).
New standards adopted
IFRS 16 Leases
IFRS 16 ‘Leases’, issued in January 2016 by the IASB,
Page 41
replaced IAS 17 ‘Leases and related interpretations’.
IFRS 16 sets out the principles for the recognition,
measurement, presentation and disclosure of leases
for both the lessee and the lessor. For lessees, IFRS
16 eliminates the classification of leases as either
operating leases or finance leases and introduces a
single lessee accounting model whereby all leases
are accounted for as finance leases, with some
exemptions. For lessors, IFRS 16 substantially carries
forward the accounting requirement in IAS 17. IFRS
16, which has been endorsed by the EU, is effective
for annual periods beginning on or after 1 January
2019 and the Group has applied IFRS 16 from its
effective date.
The Group has applied IFRS 16 from its effective
date using the modified retrospective approach,
which means that comparatives do not need to be
re-stated. The Group has applied the recognition
exemption for both short-term and low-value leased
assets. The Group has also applied the practical
expedient allowing leases, previously classified as
operating leases and ending within 12 months of
the date of the transition, to be accounted for as
short-term leases.
Definition of a lease
Previously, the Group determined at contract
inception whether an arrangement was or
contained a lease under IFRIC 4 ‘Determining
Whether an Arrangement contains a Lease’. The
Group now assesses whether a contract is or
contains a lease, based on the new definition of
a lease. Under IFRS 16, a contract is, or contains,
a lease if the contract conveys a right to control
the use of an identified asset for a period of time in
exchange for consideration.
On transition to IFRS 16, the Group elected to
apply the practical expedient to grandfather
the assessment of which transactions are leases.
It applied IFRS 16 only to contracts that were
previously identified as leases. Contracts that were
not identified as leases under IAS 17 and IFRIC 4 were
not reassessed. Therefore, the definition of a lease
under IFRS 16 has been applied only to contracts
entered into or changed after 1 January 2019.
At inception or on reassessment of a contract, for
leases of properties in which it is a lessee, the Group
has elected not to separate non-lease components
and will instead account for the lease and non-
lease components as a single lease component.
a. As a lessee
The Group leases assets comprised of properties. As
a lessee, the Group previously classified leases as
operating or finance leases based on its assessment
of whether the lease transferred substantially all of
the risks and rewards of ownership. Under IFRS 16,
the Group recognises right-of-use assets and lease
liabilities for certain of its property leases i.e. these
leases are on-balance sheet.
extension option is reasonably certain to be exercised
or a termination option is reasonably certain not to
be exercised.
Page 42
The Group presents right-of-use assets in ‘Property,
plant and equipment’, the same line item as it
presents underlying assets of the same nature that
it owns.
The Group presents lease liabilities in ‘Lease liabilities’
in the Consolidated Statement of Financial Position.
b. Accounting Policy
The Group recognises a right-of-use asset and a
lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost,
and subsequently at cost less any accumulated
depreciation and impairment losses, and adjusted
for any remeasurements of the lease liability.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the interest
rate implicit in the lease, or if that rate cannot
be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
The lease liability is subsequently increased by the
interest cost on the lease liability and decreased
by lease payments made. It is remeasured when
there is a change in future lease payments arising
from a change in an index or rate, a change in the
estimate of the amount expected to be payable
under a residual value guarantee, or as appropriate,
changes in the assessment of whether a purchase or
Impacts on transiiton
At the transition date, the Group has calculated the
lease commitments outstanding at that date and
has applied a discount rate of 7%, which it considers
to be its incremental borrowing rate, to calculate
the present value of the lease commitments. This
lease commitment has been recognised as a
liability and a right-of-use asset on the Group’s
Consolidated Statement of Financial Position. In
the Consolidated Statement of Comprehensive
Income, the Group previously recognised operating
lease rentals in operating expenses. Under the new
standard, a right-of-use asset has been capitalised
and depreciated over the term of the lease as an
operating expense, with an associated finance cost
applied annually to the lease liability.
The Group has applied judgment to determine
the lease term for some lease contracts which
include renewal options in which it is a lessee. The
assessment of whether the Group is reasonably
certain to exercise such options impacts the lease
term, which significantly affects the amount of lease
liabilities and right-of-use assets recognised. The
Group has also applied judgment to determine the
appropriate discount rate.
Previously, payments made under operating leases
were recognised in profit or loss on a straight-line
basis over the term of the lease.
1 January 2019
€
2,382,577
2,100,463
(284,148)
(574,020)
1,242,295
Operating lease commitment at 31 December 2018 as disclosed in the
Group’s consolidated financial statements
Discounted using the incremental borrowing rate at 1 January 2019
Recognition exemption for leases with less than 12 months of lease term
at transition
Adjustments as a result of different treatment of extension and termination
options
Lease liabilities recognised at 1 January 2019
The impact on the Consolidated Statement of Financial Position is outlined below. The impact on the Consolidated
Statement of Comprehensive Income and Consolidated Statement of Cash Flows was not material.
Impact on Consolidated Financial Statements
Right-of-use assets – property, plant and equipment
Trade and other payables (lease incentives previously deferred)
Lease liabilities
1 January 2019
€
1,216,124
(26,171)
1,242,295
c. Transition
Previously, the Group classified property leases as
operating leases under IAS 17. These are comprised
of office facilities. The leases typically run for a
period of 2 - 7 years. Some leases include an option
to renew the lease for an additional term after the
end of the non-cancellable period. Some leases
also provide for an increase in rent payments.
At transition, for leases classified as operating leases
under IAS 17, lease liabilities were measured at the
present value of the remaining lease payments,
discounted at the Group’s incremental borrowing
rate as at 1 January 2019. Right-of-use assets are
measured at an amount equal to the lease liability,
adjusted by the amount of any prepaid or accrued
lease payments.
The Group used the following practical expedient
when applying IFRS 16 to leases previously classified
as operating leases under IAS 17.
• Applied the exemption not to recognise right-of-
use assets and liabilities for leases with less than
12 months of lease term.
The use of hindsight in determining the lease
term where the contract contains options to
extend or terminate the lease.
•
financial
statements
Use of estimates and judgements
The preparation of
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
Information about critical judgements in applying
accounting policies that have the most significant
effect on
the
consolidated financial statements are included in
the following notes:
the amounts
recognised
in
Intangible assets and amortisation
•
• Going concern
Assumptions and estimation uncertainties
Information about assumptions and uncertainties
at 31 December 2019 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:
Tax
•
• Parent Company Asset Carrying Values
Page 4 3
a. Basis of consolidation
The Group financial statements consolidate the
financial statements of Oneview Healthcare PLC
and its subsidiaries.
The Group and Company financial statements are
presented in euro, which is the functional currency
and prepared on the historical cost basis.
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.
transactions,
inter-Company balances and
All
including unrealised profits arising
inter-
from
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
Inter-Company balances, and any unrealised
income and expenses arising from intra-Group
transactions, are eliminated
the
consolidated financial statements.
in preparing
c.
Investments in subsidiaries
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.
Page 4 4
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.
depending on the contract.
The Company receives an annual fee, payable
in advance, for hardware and software support
services and is recognised on a daily basis over
the term of the contract. The fee is based on the
number of devices on which the Oneview Solution
is installed.
e. Revenue
License fees
The Group’s revenue consists primarily of revenues
from its client 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 client 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 client are in
excess of revenue recognised on the contract, this is
recognised as deferred income
Software usage and content
Software usage and content revenue is earned from
the use of the Group’s solution by its clients. 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 rateably over the life of the
contract and commences following completion of
user acceptance testing (UAT) by the client.
Support income
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
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 client. There is no stand-
alone value as the license cannot be used on its
own without customisation or implementation. The
license is a right to access and future upgrades
are necessary for the client to retain continued
functionality of the software.
Hardware
Hardware revenue is earned from fees charged to
clients 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 client. Where the Company acts as the principal
in the supply of hardware, hardware revenue is
recognised gross upon delivery of the hardware to
the client. 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
Installation and professional services revenue is
earned from fees charged to deploy the Oneview
Solution and install hardware at client 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
is recognised by
professional services revenue
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.
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:
Page 4 5
f.
Income tax
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
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.
liabilities
Deferred income tax assets and liabilities are
measured at the tax rates that are expected to
apply in the year when the asset is expected to be
realised or the liability to be settled. Deferred tax
assets are recognised for all deductible differences,
carry forward of unused tax credits and unused tax
losses, to the extent that it is probable that taxable
profit will be available against which the deductible
temporary differences and the carry forward of
unused tax credits and unused tax losses can be
utilised. The carrying amount of deferred income
tax assets is reviewed at each reporting date and
derecognised to the extent that it is no longer
probable that sufficient taxable profit would be
available to allow all or part of the deferred income
tax asset to be utilised.
g. Property, plant and equipment
Property, plant and equipment are stated at cost,
less accumulated depreciation and impairment
losses.
Fixtures, fittings and equipment
straight line
Land and buildings
10%
- 33%
Lease term
losses on disposal of an
Gains and
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.
The carrying values of property, plant and equipment
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.
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.
Internally generated intangible assets – research
and development
Expenditure on research activities undertaken with
the prospect of gaining new technical knowledge
and understanding is recognised in the income
statement as an expense as incurred. Expenditure
on development activities, whereby
research
findings are applied to a plan or design for new
or substantially improved products or processes is
capitalised if the product or process is (i) technically
and commercially feasible; (ii) future economic
benefits are probable; and (iii) the Company
intends to and has sufficient resources to complete
the development. Capitalised expenditure includes
direct labour and an appropriate proportion of
is
overheads. Other development expenditure
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.
Depreciation is calculated on a straight line basis
over the estimated useful life of the asset and any
Amortisation is recognised through profit or loss in
the consolidated statement of total comprehensive
income 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
straight line
5 years
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.
Page 46
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.
m. Employee Benefits
Defined contribution plans and other long term
employee benefits
A defined contribution plan is a post-employment
benefit plan under which the Company pays fixed
contributions into a separate entity and has no legal
or constructive obligation to pay further amounts.
Obligations for contributions to defined contribution
retirement benefit plans are recognised as an
expense in the profit and loss account in the periods
during which services are rendered by employees.
i. Government grant
Share based payments
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.
j. Share capital
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of
tax, from the proceeds. Where ordinary shares are
repurchased by the Company they are cancelled
or held as treasury shares and the nominal value
of the shares is transferred to an undenominated
capital reserve fund within equity.
k. Cash and cash equivalents
Cash and cash equivalents comprise cash balances
and cash deposits with an original maturity of three
months or less.
l.
Inventories
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.
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
recurring
revenue
including
vesting conditions
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.
Restricted stock share unit plan (RSU)
In 2019, the Company adopted a new Restricted
Share Unit Plan (‘RSU’) to replace the existing
Restricted Stock Share Plan. The total amount to be
expensed over the vesting period is determined by
reference to the fair value of the awards granted.
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.
n. Finance income and finance costs
The Group’s finance income and finance costs
include:
•
•
• Foreign currency translation expense
• Bank charges
Interest income
Interest expense
Page 47
o. Financial instruments
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 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
In relation to the impairment of financial assets,
the Group applies the expected credit loss model
(“ECL”). 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
respect of trade receivables, the Group applies the
simplified approach to measuring expected credit
losses using a lifetime expected loss allowance.
The Company applies 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 certain subsidiary undertakings, the
Company has provided for impairment losses.
p. Contract assets
A contract asset is recognised when a performance
obligation is satisfied (and revenue recognised),
but the payment conditions relate to the Group’s
fulfilment of other performance obligations in the
contract. Contract assets are different from trade
receivables, because trade receivables represent
an unconditional right to receive payment.
q. Deferred income
Interest income or expense is recognised using the
effective interest method.
Deferred income relates to advance consideration
received from clients for which revenue is recognised
in line with the Group’s accounting policy.
2. Segment Information
The Group is managed as a single business unit
engaged in the provision of interactive patient
care, and accordingly operates in one reportable
segment which provides a patient engagement
solution for the healthcare sector.
Our operating segment is reported in a manner
consistent with the internal reporting provided
to the Chief Operating Decision Maker (CODM).
Our CODM has been identified as our executive
Page 4 8
management team. The executive management
team comprises of the Chief Revenue Officer, CEO,
CFO and Chief Strategy Officer. 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
License fee
Non-recurring revenue:
Hardware
Services income
Total revenue
Revenue attributable to geographic region of clients:
Ireland
Europe (excluding Ireland)
United States
Australia
Asia
Middle East and North Africa
Total revenue
Receivables, contract assets and contract liabilities from contracts with clients:
Receivables, which are included in ‘trade and other receivables’
Contract assets
2019
€
2,922,680
1,273,322
331,546
4,527,548
1,096,806
1,473,347
2,570,153
7,097,701
2019
€
5,529
17,515
3,313,946
3,280,925
323,990
155,796
7,097,701
2019
€
1,226,417
348,666
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
265,696
227,973
8,200,358
2018
€
1,806,541
1,449,178
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date. The contract assets are
transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the client.
Non-current assets by geographic region:
Ireland
United States
Australia
Middle East and North Africa
2019
€
3,228,459
114,343
37,007
2,837
3,382,646
2018
€
2,351,700
152,243
151,762
3,373
2,659,078
Major clients
Revenues from client A, B, C and D represented 15% (2018: 23%), 11% (2018: 12%), 10% (2018: 12%) and 9% (2018: 11%).
3. Statutory and other information
Loss before tax for the year has been arrived at after charging / (crediting):
Amortisation of software
Amortisation of capitalised development costs
Impairment of capitalised development costs
Depreciation of property, plant and equipment
Loss on disposal of property, plant and equipment
Operating lease rentals
Foreign exchange gain
Page 49
2019
€
82,654
403,484
312,777
602,844
78,895
-
2018
€
40,297
395,689
-
322,361
26,349
737,237
(48,691)
(207,141)
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
126 (2018: 153).
2019
2018
Number
Number
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
20
92
14
126
2019
€
24
113
16
153
2018
€
10,769,175
13,935,430
1,398,338
1,439,120
(308,077)
(488,004)
18,090
425,753
410,716
537,497
12,303,279
15,834,759
2019
€
2018
€
745,297
1,135,299
45,418
216,921
102,797
-
1,007,636
1,238,096
The share based payment fair value in respect of Directors for the year ended 31 December 2019 was €42,252 (2018: €243,406).
Key management personnel are deemed to be comprised of all board members in 2019, together with the CFO, John Kelly. Total
remuneration for key management personnel in 2019 was €1,291,026 (2018: €1,238,096).
5. Finance (charges) / income
Bank charges
Interest charge on lease liabilities
Finance charges
Foreign exchange gain
Interest income
Finance income
6. Income tax
Page 5 0
2019
€
(18,595)
(91,729)
2018
€
(23,297)
-
(110,324)
(23,297)
48,691
769
49,460
207,141
1,741
208,882
The components of the income tax charge for the years ended 31 December 2019 and 2018 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
2019
2018
€
-
(104,376)
(104,376)
€
-
(58,802)
(58,802)
Reconciliation of effective tax rate
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
2019
€
2018
€
(16,836,779)
(20,219,567)
12.5%
12.5%
Tax at Irish standard tax rate
(2,104,597)
(2,527,446)
Permanent items
Current year unrecognised deferred tax
Effect of foreign tax
Income/(losses) taxed at higher rate
Non-taxable income
Total tax charge
67,974
2,046,179
165,928
11,013
(82,121)
104,376
(96,581)
2,597,077
147,839
(2,687)
(59,400)
58,802
Page 51
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 €11,175,211 (31 December 2018: €9,129,032). 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 2019 and 2018 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
2019
€
10,613,800
(171,443)
180,910
306,194
245,750
2018
€
8,696,378
(90,397)
34,729
228,534
259,788
Total unrecognised deferred taxation asset
11,175,211
9,129,032
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
Effect of shares issued
2019
€
2018
€
(16,941,155)
(20,278,369)
135,711,700
69,476,964
(0.12)
(0.29)
2019
No.
2018
No.
69,545,563
66,166,137
69,405,583
71,381
Weighted average number of ordinary shares at 31 December
135,711,700
69,476,964
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
Page 52
2018
€
2019
€
(16,941,155)
(20,278,369)
135,711,700
69,476,964
(0.12)
(0.29)
2019
No.
2018
No.
69,545,563
66,166,137
69,405,583
71,381
Weighted average number of ordinary shares at 31 December
135,711,700
69,476,964
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 weighted
average number of ordinary shares, including potentially dilutive shares, is 138,565,808.
8. Intangible assets
Cost
At 1 January 2018
Additions
At 31 December 2018
At 1 January 2019
Additions
Foreign exchange translation differences
Software
Development
costs
Total
€
€
€
200,342
9,304
4,049,450
4,249,792
656,449
665,753
209,646
4,705,899
4,915,545
209,646
4,705,899
4,915,545
-
1,916
308,077
-
308,077
1,916
At 31 December 2019
211,562
5,013,976
5,225,538
Accumulated amortisation and impairment losses
At 1 January 2018
Amortisation
At 31 December 2018
At 1 January 2019
Amortisation
Impairment
Foreign exchange translation differences
At 31 December 2019
Carrying amount
At 1 January 2018
At 31 December 2018
At 31 December 2019
73,929
40,297
3,146,824
3,220,753
395,689
435,986
114,226
3,542,513
3,656,739
114,226
82,654
-
1,062
197,942
3,542,513
3,656,739
403,484
312,777
-
486,138
312,777
1,062
4,258,774
4,456,716
126,413
902,626
1,029,039
95,420
1,163,386
1,258,806
13,620
755,202
768,822
Page 5 3
Amortisation & Impairment losses
Amortisation expense of €486,138 (2018: €435,986) has been charged in product development and delivery expenses in the
Consolidated statement of comprehensive income.
The Directors have taken the decision to impair certain of its Development Cost assets, arising from a strategic decision taken to
reduce its product portfolio.
Development costs previously capitalised in respect of its Connect and Patient Pathways products have been fully impaired.
At 31 December 2019, €255,060 (2018 €379,511) has been capitalised in respect of the Group’s Senior Living product. The business
development activities for this product are currently suspended pending the outcome of a dispute with a major provider in the aged
care industry. A determination of the carrying value and estimated useful life of this asset will be made when the dispute has been
resolved.
9. Property, plant and equipment
Cost
At 1 January 2018
Additions during the year
Disposals during the year
At 31 December 2018
At 1 January 2019
IFRS 16 transition adjustment
Additions during the year
Disposals during the year
Foreign exchange translation differences
At 31 December 2019
Depreciation
At 1 January 2018
Charge for the year
Disposals during the year
At 31 December 2018
At 1 January 2019
Charge for the year
Disposals during the year
Foreign exchange translation differences
Fixtures, fittings
and equipment
€
1,412,649
80,956
(44,078)
1,449,527
1,449,527
-
122,668
(183,240)
1,370
1,390,325
524,996
322,361
(8,671)
838,686
838,686
261,346
(94,225)
870
Land and
Buildings*
€
-
-
-
-
-
1,216,124
735,071
-
-
Total
€
1,412,649
80,956
(44,078)
1,449,527
1,449,527
1,216,124
857,739
(183,240)
1,370
1,951,195
3,341,520
-
-
-
-
-
341,498
-
-
524,996
322,361
(8,671)
838,686
838,686
602,844
(94,225)
870
At 31 December 2019
1,006,677
341,498
1,348,175
Net book value
At 1 January 2018
At 31 December 2018
At 31 December 2019
887,653
610,841
383,648
-
-
887,653
610,841
1,609,697
1,993,345
* Land and Buildings is comprised of Right of Use assets, held under leases.
10. Financial assets - Company
Shares in Group companies – including share based payments:
At start of year
Additions
Share based payments (credit)/charge relating to subsidiary entity employees
At end of year
Page 5 4
2019
2018
€
€
6,061,781
5,586,642
-
(123,752)
170,154
304,985
5,938,029
6,061,781
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 2019, the Company had the following subsidiary undertakings:
Name
Registered office
Nature of business
Proportion held by Group
Oneview
Limited
Oneview
KSA
Limited
Oneview
Healthcare
Inc
Oneview
Assisted
Living
Inc
Oneview
Middle East
DMCC
Oneview
Healthcare
PTY
Limited
Oneview
Assisted Living
PTY
Limited
Oneview
Healthcare
Company
Limited
Block 2,
Blackrock Business Park,
Carysfort Avenue,
Blackrock,
Dublin
Block 2,
Blackrock Business Park,
Carysfort Avenue,
Blackrock,
Dublin
444 North Michigan Ave
Suite 3310
Chicago
IL 60611
USA
444 North Michigan Ave
Suite 3310
Chicago
IL 60611
USA
Unit 1409
Armada-2, Plot P-2
Jameriah Lake Towers
Dubai, UAE
603, Level 6
45 Jones Street
Ultimo
NSW 2007
603, Level 6
45 Jones Street
Ultimo
NSW 2007
Empire Tower, 47th Floor
1 South Sathorn Road
Bangkok
10120, Thailand
2019
100%
2018
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%
11. Inventories
Finished goods
Page 5 5
Group
Company
2019
€
2018
€
235,319
671,904
235,319
671,904
2019
2018
€
-
-
€
-
-
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 €1,254,147 (2018: €2,856,385).
12. Trade and other receivables
Amounts falling due within one year:
Trade receivables
Prepaid expenses and other current assets
Research and development tax credit
Amounts due from group companies1
Amount due from Oneview Limited3
Sales tax recoverable
Loan to key management personnel4
Amounts falling due after more than one year:
Group
Company
2019
€
2018
€
1,226,417
1,806,541
853,259
1,029,850
437,316
435,279
-
-
157,229
252,469
-
-
55,853
-
2019
2018
€
-
€
-
347,200
-
70,987
-
15,733,079
55,660,835
500,399
3,789
-
500,399
4,716
-
3,519,224
2,734,989
16,584,467
56,236,937
Research and development tax credit
Amounts due from Group Companies2
620,479
536,962
-
-
-
-
20,649,638
17,823,861
4,139,703
3,271,951
37,324,105
74,060,798
1. Amounts due from group companies are interest free and repayable on demand.
2. The loan to the US subsidiary bears interest at the US risk free rate plus a margin. This loan is repayable in 2022. However, upon maturity, the Directors expect
to rollover this loan for another 24 months.
3. 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.
4. Previously reflected as Director’s loan in Non-current assets. John Kelly resigned as a Director of Oneview Healthcare plc on 4 January 2019. He is a
member of the key management personnel team.
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.
Company only – Amounts due from Group Companies
Cost
At 1 January 2018
Advances to subsidiary undertakings and other movements
At 31 December 2018
At 1 January 2019
Advances to subsidiary undertakings and other movements
At 31 December 2019
Provision for impairment
At 1 January 2018
Movement in provision
At 31 December 2018
At 1 January 2019
Increase in provision
At 31 December 2019
Carrying amount
At 1 January 2018
At 31 December 2018
At 31 December 2019
Provision for impairment
Page 56
Total
€
42,210,803
13,450,032
55,660,835
55,660,835
13,210,316
68,871,151
-
-
-
-
53,138,072
53,138,072
42,210,803
55,660,835
15,733,079
Exposures are segmented by credit risk. An ECL rate is calculated for each risk grade based on the likely ability of the subsidiary
undertaking to repay the advance. As there was an indicator of a significant increase in credit risk as a result of negative cash
flows and net liabilities in certain subsidiary undertakings, the Company has provided for impairment losses. The carrying value of
the receivables net of impairment reflects the managements estimate of the net present value of future cashflows.
The Group does not hold collateral as security. The aging analysis of past due trade receivables is set out below:
Less than
30 days
Between
31-60 days
Between
61-90 Days
More than
90 days
Credit
Impaired
Total
As at December 2019
783,724
268,067
155,066
19,560
€
€
€
€
As at December 2018
1,037,214
119,745
209,376
440,206
€
-
-
€
1,226,417
1,806,541
The Group’s clients are primarily state controlled public hospitals in their relevant jurisdictions and have strong credit ratings. Accordingly,
any expected credit loss is not material. There are no significant expected credit losses on trade and other receivables and no expected
credit loss provision has been recognised. As at 31 December 2019, a significant portion of the trade receivables related to a limited
number of clients as follows: Client A 39% (2018: 22%), Client B 15% (2018: 19%) and Client C 9% (2018: 9%).
The carrying amounts of the Group’s trade receivables is denominated in the following currencies:
US Dollar
Australian Dollar
AED
Euro
Thai Baht
GBP
Page 57
2019
€
386,376
774,252
41,989
6,801
-
16,999
2018
€
673,778
778,427
20,883
244,984
54,471
33,998
1,226,417
1,806,541
13. Trade and other payables (current)
Trade payables
Payroll related taxes
Superannuation
Group
Company
2019
€
2018
€
1,639,488
1,671,023
222,113
217,501
67,612
-
2019
€
44,571
4,510
2018
€
26,946
8,715
Other payables and accruals
2,122,165
1,819,590
190,674
144,899
Sales tax payable
Deferred income
R&D tax credit – deferred grant income
Amounts due to group companies
63,594
-
3,558,573
2,407,083
278,626
218,434
-
-
-
-
351
-
-
348
7,952,171
6,333,631
240,106
180,908
14. Deferred income (non-current)
Deferred income
394,518
567,858
Group
2019
€
2018
€
Company
2019
2018
€
-
€
-
15. Share-based payments
At 31 December 2019, 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
2019
2018
2017
2016
2015
2014
2013
Total
Page 5 8
Options granted to senior management
Granted
Exercised
Cancelled by way of modification
Granted by way of modification
Forfeited
Closing
Options granted to general employees
Granted
Exercised
Cancelled by way of modification
-
-
-
500,000
(100,000)
50,000
177,500
660,000
1,200,000
1,590,000
1,575,000
5,252,500
-
-
-
-
-
(50,000)
(100,000)
(1,500,000)
(1,575,000)
(3,225,000)
(50,000)
(250,000)
(700,000)
-
-
-
-
-
-
-
(1,000,000)
500,000
(90,000)
(360,000)
(350,000)
(60,000)
-
(760,000)
400,000
50,000
37,500
-
50,000
30,000
-
767,500
738,000
65,000
766,250
683,000
550,000
150,000
160,000
3,112,250
-
-
(18,500)
(248,750)
(193,000)
(320,000)
-
-
-
(33,340)
(70,000)
(40,000)
(143,340)
-
-
-
-
(780,250)
780,250
Granted by way of modification
780,250
-
-
-
-
Forfeited
Closing
Total
(422,250)
(46,500)
(505,000)
(490,000)
(96,660)
(50,000)
(100,000)
(1,910,410)
1,096,000
-
12,500
1,496,000
50,000
50,000
-
-
100,000
30,000
20,000
1,058,500
150,000
60,000
20,000
1,826,000
The options granted on or after October 2016 have a vesting profile 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.
Number of options
2019
Weighted average
exercise price 2019
Number of options
2018
Weighted average
exercise price 2018
Outstanding at 1 January
Forfeited during the year
Cancelled by way of modification during the year
Granted by way of modification during the year
Exercised during the year
Granted during the year
Outstanding at 31 December
4,192,910
(713,250)
(1,280,250)
1,280,250
(2,391,660)
738,000
1,826,000
€0.884
€0.845
€2.447
€0.160
€0.001
€0.161
€0.160
5,040,980
(823,090)
-
-
(139,980)
115,000
4,192,910
Exercisable at 31 December
758,015
€1.468
3,536,110
€1.128
€2.503
-
-
€0.019
€0.733
€0.884
€0.573
During the period, 1,280,250 share options were modified. This gave rise to an incremental fair value charge as a result of these modifications
of €47,124. The incremental fair value charge was calculated by measuring the fair value of the share options immediately before and after
the modification. The incremental fair value granted is the difference between the fair value of the modified equity instrument and that of the
original equity instrument, both calculated at the date of modification. These fair values were measured using the Black-Scholes model. The
incremental fair value granted is recognised for employee services received over the period from the modification date until the date when
the modified equity instruments vest, in addition to the amount based on the grant date fair value of the original equity instruments, which is
recognised over the remainder of the original vesting period.
The options outstanding at 31 December 2019 had an exercise price in the range of €0.001 to €1.233 (2018: €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
Page 59
were 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
2019
2,018,250
€0.035
€0.161
€0.161
33.0%
2.0%
Nil
Range
€0.035 to €0.038
€0.16 to €0.17
€0.16 to €0.17
33.0%
2.0%
3 - 4 years
2018
115,000
€0.350
€0.628
€0.357
33.0%
2.0%
Nil
Range
€0.29 to €0.37
€0.37 to €1.32
€0.001 to €1.32
33.0% to 36.3%
2% to 5%
3 - 4 years
Operating loss for the year ended 31 December 2019, is stated after crediting €29,196 in respect of the Employee Share Option Program
(2018: charge of €302,076) in respect of non-cash stock compensation expense.
b.
Restricted Stock Share Plan (RSP)
On 16 March 2016, the Company adopted the Restricted Share Unit Plan (RSP) pursuant to which the Remuneration Committee of the
Company’s board of Directors may make an award under the plan to certain executive Directors. On 16 March 2016, an aggregate of
2,585,560 new shares of €0.001 each were issued to Goodbody Trustees Ltd as restricted stock units on behalf of certain Directors, with a range of
performance conditions attaching to their vesting. The shares were awarded at a price of €0.001 and vest over the service period as follows:
Award Date
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
16 March 2016
Number of instruments
Vesting Term
Vesting condition
500,000
187,280
525,510
411,820
549,120
205,920
205,910
3 Years
3 Years
5 Years
3 Years
3 Years
3 Years
3 Years
Continued employment
Compliance with listing rules
CAGR in TSR*
CAGR in TSR*
Recurring revenue growth targets
Hospital beds targets
Assisted living beds targets
Total outstanding RSU’s
2,585,560
* Compound Annual Growth Rate in Total Shareholder Return
For the year ended 31 December 2018, 400,000 restricted shares 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.
For the year ended 31 December 2017, 109,820 restricted shares vested following achievement of year 1 performance conditions for recurring
revenue growth (RRG) as previously set by the Remuneration and Nominations Committee. These were also 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:
The expected life is 3 and 5 years.
• No dividends will be paid over the expected life of the restricted stock units.
•
• While testing threshold levels have only been set to date for the first testing period, 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 2019. 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 2019, is stated after crediting €100,640 in respect of the Restricted Share Unit plan (2018: charge of
€108,640) for non-cash stock compensation expense.
Page 6 0
c.
Restricted Stock Share Unit Plan (RSU)
On 2 July 2019, the Company adopted a new Restricted Share Unit Plan (“RSU”) to replace the existing Restricted Stock Share Plan
(“RSP”). The scheme was subsequently approved by shareholders at the Company’s Annual General Meeting on 1 August 2019, along
with the allocation of 2,926,471 instruments to Directors.
Pursuant to the scheme, the Remuneration and Nominations Committee of the Company’s board of Directors may make an award
under the plan to certain Directors, non-executive Directors, consultants, senior executives and employees. The purpose of the Plan
is to attract, retain, and motivate Directors and employees of Oneview Healthcare plc, its subsidiaries and affiliates, to provide for
competitive compensation opportunities, to encourage long term service, to recognise individual contributions and reward achievement
of performance goals, and to promote the creation of long term value for shareholders by aligning the interests of such persons with
those of shareholders.
The RSUs are contracts to issue shares at future vesting periods ranging between 1 year and 3 years, at an award price of €0.001, and are
dependent on achievement of performance conditions which are set periodically by the Remuneration and Nominations Committee. All
awards to Directors and non-executive Directors are subject to shareholder approval annually at the Annual General Meeting.
For the year ended 31 December 2019, 2,926,471 RSU’s were awarded with a vesting term and performance conditions as follows:
Award Date
Recipients
1 August 2019
1 August 2019
Non-Executive Directors
Executive Directors
Total outstanding RSU’s
Number of
instruments
1,176,471
1,750,000
2,926,471
Vesting Term
Vesting condition
1 Year
3 Years
Continued board appointment
3 successive quarters of positive EBITDA &
continuing employment
Operating loss for the year ended 31 December 2019, is stated after charging €147,926 in respect of the Restricted Stock Share Unit plan
(2018: charge of €Nil) for non-cash stock compensation expense.
16. Share capital and other reserves – Group and Company
Page 61
Authorised Share Capital
Ordinary shares
No. of shares
Nominal value
“B” Ordinary shares
No. of shares
Nominal value
Authorised Ordinary Share Capital
Authorised “B” Ordinary Share Capital
Authorised Share Capital
2019
2018
600,000,000
100,000,000
€0.001
€0.001
420,000
€0.01
420,000
€0.01
€
€
600,000
100,000
4,200
4,200
604,200
104,200
Issued share capital
No of ordinary
shares
Par value
of units
Share
capital
Share
premium
Total
Balance at 1 January 2018
Exercise of options – 2 March 2018
Exercise of options – 2 March 2018
Exercise of options – 14 Aug 2018
€
€
€
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
Balance at 31 December 2018
69,545,563
€0.001 each
69,546
85,828,481
85,898,027
Share issue – 14 May 2019
Share issue – 16 May 2019
Exercise of options – 22 May 2019
Exercise of options – 12 Nov 2019
Balance at 31 December 2019
3,350,000
€0.001 each
3,350
512,193
515,543
100,000,000
€0.001 each
100,000
15,289,351
15,389,351
2,066,660
€0.001 each
325,000
€0.001 each
2,067
325
-
-
2,067
325
175,287,223
€0.001 each
175,288
101,630,025
101,805,313
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.
For the year ended 31 December 2017, 109,820 restricted shares vested following achievement of year 1 performance conditions for
recurring revenue growth (RRG) as previously set by the Remuneration and Nominations Committee. These were also transferred by the
trustee, Goodbody Trustees Ltd to the beneficiaries, Mark McCloskey and James Fitter on 18 January 2019.
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.
On 11 April 2019, the Company announced to the ASX that it had successfully conducted a conditional placement (“Placement”) to
raise A$25 million (equivalent to approximately €15.4 million), before costs, through the issue of 100 million CHESS depository interests
(“CDIs”) over new fully paid ordinary shares, subject to the Company obtaining securityholder approval. On the same date, the
Company also announced its intention to raise up to A$2 million by way of a conditional security purchase plan (“SPP”), through the
issue of up to 8 million CDIs over new fully paid ordinary shares, subject to the Company obtaining securityholder approval.
On 10 May 2019, the Directors held an Extraordinary General Meeting of the Company where, by special resolution, shareholders voted
overwhelmingly to support both the Placement and the SPP. At that meeting, shareholders approved an increase in the authorised
Page 62
ordinary share capital from 100,000,000 ordinary shares of €0.001 each to 600,000,000 ordinary shares of €0.001 each. On the same date,
the Company also announced to the ASX that subscriptions had been received from investors for 3,350,000 securities under the SPP.
Pursuant to this, on 14 May 2019, the Company issued 3,350,000 new shares of €0.001 each at a price per share of A$0.25 (equivalent
to €0.1539) and on 16 May 2019, the Company issued 100,000,000 new shares of €0.001 each at a price per share of A$0.25 (equivalent
to €0.1539). The Company incurred costs of €1,226,159 associated with the raising of these funds, which have been recorded against
retained earnings. The proceeds of these issues will be used to accelerate sales of the inpatient product and to strengthen the balance
sheet to facilitate growth.
On 22 May 2019, 2,066,660 ordinary shares were issued in respect of 2,066,660 outstanding share options which were exercised on that
date at a strike price of €0.001 per share.
On 12 November 2019, 325,000 ordinary shares were issued in respect of 325,000 outstanding share options which were exercised on that
date at a strike price of €0.001 per share.
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 2019, the Group
held 2,585,560 of the Company’s shares.
Undenominated capital
Ordinary shares repurchased by the company are cancelled or held as treasury shares and the nominal value of the shares is transferred
to an undenominated capital reserve fund within equity.
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. Leases
Leases as lessee (IFRS 16)
The Group leases offices. The leases typically run for a period of 2-7 years, with an option to renew certain leases after that date.
Previously, these leases were classified as operating leases under IAS 17. During 2019, one of the leased properties has been sub-let by
the Group. The lease and sub-lease were surrendered in August 2019. This lease and sub-lease were not transitioned under the short term
exemption.
The Group also leases offices for a duration of no longer than 12 months. These leases are short term and the group has elected not to
recognise right-of-use assets and lease liabilities for these leases.
Information about leases for which the Group is a lessee is presented below.
(i)
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and
equipment.
Page 6 3
At 1 January 2019
Additions to right-of-use assets
Depreciation of right-of-use assets
At 31 December 2019
Additions to right-of-use assets are comprised of leases to 3 office premises.
(ii)
Amounts recognised in profit or loss:
2019 – Leases under IFRS 16
Interest on lease liabilities
Expenses relating to short term leases
2018 – Operating leases under IAS 17
Lease expense
Land and
Buildings
€
Total
€
1,216,124
1,216,124
735,071
735,071
(341,498)
(341,498)
1,609,697
1,609,697
€
91,729
334,692
737,237
(iii)
Amounts recognised in Consolidated Statement of Cashflows
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant
and equipment.
2019 – Leases under IFRS 16
Total cash outflows for leases
€
279,041
19. Prior year comparative figures re-statement
Management revised its internal reporting structure during the year to better align the activities of its employees with the development,
marketing and sale of its products. Accordingly, certain prior year comparative figures were re-stated.
Reconciliation of information on reportable segments to the amounts reported in the financial statements
Statement of Total Comprehensive Income
2018
Sales and marketing expenses
Product development and delivery expenses
General and administrative expenses
As re-stated
As previously
reported
Adjustments
7,864,255
12,637,659
3,949,785
24,451,699
€
(1,808,708)
(676,239)
2,484,947
-
Reportable
segment totals
(re-stated)
€
6,055,547
11,961,420
6,434,732
24,451,699
20. Reconciliation of net cash used in operating activities
Consolidated
Page 6 4
2019
€
2018
€
Loss for the year after income tax
(16,941,155)
(20,278,369)
Non-cash items
Depreciation
Loss on disposal of property, plant and equipment
Amortisation of software and development costs
Impairment charges
R&D credit, net
Taxation
Net finance costs
Share based payment expense
Foreign exchange gain
Changes in assets and liabilities
Decrease/(increase) in inventories
Decrease in trade and other receivables
Decrease/(increase) in contract assets
Increase in deferred income
Increase in trade and other payables
602,844
78,895
486,138
312,777
322,361
26,349
435,986
-
(656,967)
(475,199)
104,376
109,600
18,090
(48,691)
436,585
62,805
1,100,512
978,150
319,389
58,802
21,555
410,716
(207,141)
(362,953)
355,717
(403,984)
1,115,067
47,343
Cash used in operating activities
(13,036,652)
(18,933,750)
Finance charges paid
Interest received
Research and development tax credit received
Income tax paid
(18,595)
774
-
(107,381)
(23,297)
1,741
310,457
(31,938)
Net cash used in operating activities
(13,161,854)
(18,676,787)
Company
(Loss)/profit for the year after income tax
Non-cash items
Net finance income
Share based payment expense
Impairment charges
Foreign exchange gain
Changes in assets and liabilities
Increase in trade and other receivables
Increase in loan to group Company
Increase/(decrease) in trade and other payables
Cash used in operating activities
Finance charges paid
Interest received
Net cash used in operating activities
Page 6 5
2019
€
2018
€
(52,686,805)
336,011
(693,913)
141,842
53,138,072
(606,670)
(500,483)
105,731
-
(827,071)
(13,233,133)
(12,548,312)
(2,825,777)
1,252,540
(6,373,035)
(368,383)
(15,513,844)
(20,175,542)
(7,440)
88,105
(9,390)
70,691
(15,433,179)
(20,114,241)
21. Financial instruments
Page 66
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 €10.3 million at 31 December 2019 (2018: €9.3 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 clients as at 31 December 2019
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 clients) 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 clients are primarily state controlled public hospitals in their relevant jurisdictions and have strong credit ratings. 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 clients.
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 2019
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
(4,114,972)
(4,114,972)
(4,114,972)
€
€
€
€
-
€
-
€
-
€
-
Lease liabilities
(1,741,027)
(2,119,683)
(173,011)
(182,578)
(419,347)
(1,216,618)
(128,129)
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
(3,708,114)
(3,708,114)
(3,708,114)
€
€
€
€
-
€
-
€
-
€
-
Page 67
Company
Year ended 31 December 2019
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
(240,106)
(240,106)
(240,106)
€
€
€
€
-
€
-
€
-
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)
€
€
€
€
-
€
-
€
-
€
-
€
-
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 2019:
Cash and cash equivalents
Trade receivables
Trade and other payables
U.S.
Dollar
2019
€
Australian
Dollar
2019
€
4,260,331
3,356,766
386,376
774,252
AED
2019
€
206,038
41,989
Thai
Baht
2019
€
775,476
-
(483,965)
(726,069)
(451,017)
(46,889)
GBP
2019
€
18,298
16,999
(6,018)
Total transaction risk
4,162,742
3,404,949
(202,990)
728,587
29,279
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 2019 amounted to €48,691 (2018: €207,141).
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 receivables
Trade and other payables
U.S.
Dollar
2018
€
Australian
Dollar
2018
€
2,245,405
2,778,056
673,778
778,427
(647,963)
(284,012)
AED
2018
€
187,554
20,883
(5,171)
Thai
Baht
2018
€
186,287
54,471
(12,221)
GBP
2018
€
7,813
33,998
(6,018)
Total transaction risk
2,271,220
3,272,471
203,266
228,537
35,793
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2019:
Page 6 8
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
U.S.
Australian
Dollar
Dollar
2019
2019
€
€
2,183,576
20,649,638
-
22,833,214
1,353,397
-
(8,018)
1,345,379
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
The following significant exchange rates applied during the year:
U.S.
Australian
Dollar
Dollar
2018
2018
€
233,159
17,823,861
-
18,057,020
€
1,487,758
-
(33)
1,487,725
euro 1: US$
euro 1: A $
euro 1: THB
euro 1: AED
Average Rate
Closing Rate
2019
1.1198
1.6094
34.8180
4.1126
2018
2019
2018
1.1831
1.1199
1.1438
1.5752
38.2184
4.3449
1.6010
1.6245
33.5739
37.0572
4.1126
4.2005
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 €275,000 (2018: €66,000).
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 €225,000 (2018: €54,000).
Page 69
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
Financial liabilities
Trade and other payables
31 December 2019
31 December 2018
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
10,262,820
4,139,703
14,402,523
10,262,820
4,139,703
14,402,523
9,330,948
3,271,951
9,330,948
3,271,951
12,602,899
12,602,899
(4,114,972)
(4,114,972)
(3,708,114)
(3,708,114)
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
Loan to Group Company
Financial liabilities
Amounts due to subsidiaries
Trade and other payables
31 December 2019
31 December 2018
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
4,234,142
15,733,079
500,399
350,989
20,649,638
41,468,247
4,234,142
15,733,079
500,399
350,989
20,649,638
41,468,247
4,959,618
4,959,618
55,660,835
55,660,835
500,399
328,172
500,399
328,172
17,823,861
17,823,861
79,272,885
79,272,885
31 December 2019
31 December 2018
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
(351)
(239,755)
(240,106)
(351)
(239,755)
(240,106)
(348)
(180,560)
(180,908)
(348)
(180,560)
(180,908)
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 date of April 2022, 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 70
22. Related party transactions
The Company considers Directors and group undertakings as set out in note 10 as being related parties. Transactions with Directors are
disclosed in the table below. The current Directors are as set out on page 1. The Directors held the following interests at:
Name
Name of Company
Interest at
31 December 2019
Interest at
31 December 2018*
Number of shares
Options
Number of shares
Options
Mark McCloskey
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
James Fitter
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
John Kelly
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
7,570,560
734,430
3,159,721
1,054,030
349,480
287,280
OV No.1 Pty Ltd (Note 1)
Oneview Healthcare PLC
Daniel Petre
Oneview Healthcare PLC
Ordinary shares €0.001
1,871,466
-
-
-
-
-
-
-
6,006,046
583,330
989,340
-
971,481
733,330
1,308,940
-
49,480
300,000
287,280
1,871,466
-
-
Ordinary shares €0.001
631,977
40,000
521,977
90,000
Mark Cullen
Oneview Healthcare PLC
Ordinary shares €0.001
3,009,165
50,000
1,409,165
50,000
Joseph Rooney
Oneview Healthcare PLC
Michael Kaminski
Oneview Healthcare PLC
Ordinary shares €0.001
280,000
Ordinary shares €0.001
1,207,514
-
-
Lyle Berkowitz
Oneview Healthcare PLC
Ordinary shares €0.001
34,000
50,000
557,514
50,000
-
-
-
50,000
*Or date of appointment if later
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. 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
Mark McCloskey
31 December 2019
31 December 2018
ASX
4,173,300
626,760
7,520,560
Irish
ASX
Irish
4,213,751
2,250,421
2,280,421
636,760
326,760
336,760
7,578,716
6,987,230
6,995,386
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.
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.
Page 71
23. Auditor’s remuneration
Audit fees
Tax fees
Other non – audit assurance services
Year ended 31 December 2019
Year ended 31 December 2018
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
€
€
€
€
110,000
31,000
-
14,194
124,194
110,000
38,642
32,500
69,642
32,500
2,000
-
€
12,963
28,164
37,500
Total
€
132,963
30,164
37,500
141,000
85,336
226,336
112,000
78,627
190,627
Audit fees for the Company for the year are included in the amount above and are set at €10,000 (2018: €10,000).
24. Subsequent events
There were no subsequent events after the reporting date that would require disclosure or adjustment to the financial statements.
On 31 January 2020, the World Health Organisation (WHO) announced Coronavirus Covid-19 as a global health emergency and on 11
March 2020, the WHO declared it to be a pandemic in recognition of its rapid spread across the globe. This may have a significant impact
on the ability to implement software projects at healthcare facilities and hospitals. This may result in a significant reduction in non-recurring
revenue for the Group and the ability to grow the recurring revenue base. There may be other future impacts that can’t be foreseen at this
point in time and therefore be considered by the Directors.
25. Approval of financial statements
The financial statements were approved by the Board on 30 March 2020.
Page 72
Additional ASX Information
Shareholder Information
As of 26 March 2020, the issued share capital of Oneview Healthcare PLC consists of 175,287,223 ordinary shares of €0.001
each held by 541 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 541 CDI holders. The top 20 security holders held 135,084,825 CDIs
comprising 77.06% 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 poll every person present in person or by proxy or attorney
or duly authorised 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
110
125
50
159
97
541
49,573
339,105
387,055
6,692,656
167,818,834
175,287,223
0.03%
0.19%
0.22%
3.82%
95.74%
100%
There were 301 shareholders, with a total of 961,640 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 73
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
HSBC Custody Nominees (Australia) Limited
UBS Nominees Pty Ltd
BNP Paribas Noms Pty Ltd
National Nominees Ltd
J P Morgan Nominees Australia Pty Limited
HSBC Custody Nominees (Australia) Limited – GSCO-ECA
Mark McCloskey1
Walling Pty Ltd
Alfred Global Holdings Pty Ltd
Manderrah Pty Limited
HSBC Custody Nominees (Australia) Limited – A/C 2
Freshwater Superannuation Pty Limited
Top 4 Pty Ltd
James Fitter1
GLS Phoenix Ltd
Goodbody Trustees Limited
OV No.1 Pty Ltd - The OV Trust
Golden Growth Limited
Cicerone Pty Limited
CJH Holdings Pty Limited
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
25,970,382
23,408,666
11,619,614
11,115,349
10,241,580
6,966,430
6,836,130
6,000,000
4,966,891
3,831,480
3,588,364
3,545,230
3,200,000
3,119,270
2,114,722
2,075,740
1,871,466
1,600,000
1,574,120
1,439,391
135,084,825
40,202,398
175,287,223
14.8%
13.4%
6.6%
6.3%
5.8%
4.0%
3.9%
3.4%
2.8%
2.2%
2.0%
2.0%
1.8%
1.8%
1.2%
1.2%
1.1%
0.9%
0.9%
0.8%
77.06%
22.94%
100.0%
1.
Act. Refer to Note 22 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
Substantial shareholders
As of 26 March 2020, 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
No of CDI’s
% of issued capital
James William Vicars
Perennial
FIL Investment Management
Samuel Terry
OV No.1 Pty Ltd (ATF the OV Trust) (Note 1)
Total
30,996,098
21,698,178
13,723,160
9,540,887
1,871,466
77,829,789
17.7%
12.4%
7.8%
5.5%
1.1%
44.4%
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 74
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 2019 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 John Kelly. 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 603, Level 6, 45 Jones Street, Ultimo,
NSW 2007. 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.
Page 75
Appendix 1 Specific Risks (unaudited)
A. Specific risks
Oneview operates in a competitive
industry
Oneview’s operating performance is 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.
The industry in which Oneview operates, within Australia,
the U.S., the U.A.E, Thailand 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:
• Oneview may fail to anticipate and adapt to
technology changes or client expectations at the
same rate as its competitors;
• existing competitors could increase 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;
• clients 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
is
termination clauses, may determine that
prohibitively costly and/or time consuming to adopt
the Oneview Solution.
it
• 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 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.
Failure to retain existing clients and attract
new business
Oneview’s business is dependent on its ability to retain
its existing clients and attract new clients. There is a risk
that existing Oneview clients 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
tendered for and/or termination of client contracts that
Oneview has entered into but not yet commenced
implementing. If this was to occur in relation to a
number of different new client 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.
Reliance on attracting and retaining
skilled personnel
Oneview
industry experience and contacts, and
is reliant on the talent, effort, expertise,
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.
Implementing the Oneview Solution for a large number of
new clients will test the business’ execution capabilities.
If Oneview is unable to successfully implement the
Oneview Solution for new clients, or if implementation is
unexpectedly delayed 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 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 clients purchase the Oneview
Solution, which would have an unfavourable impact on
Oneview’s future financial performance.
Page 76
Issues associated with implementation,
installation and hardware procurement
services
Clients 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
is unable to negotiate
preferential payment terms with its clients or alternatively
encourage its clients 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.
it
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 clients and
potential client disputes and/or the eventual termination
of client 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 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 client 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
patients’ data). The effect of such a cyber-attack could
extend to claims by patients or reputational damage. Such
circumstances could negatively impact upon Oneview’s
business, financial performance and operations.
Page 77
Market adoption of Patient Engagement
Solutions
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.
Covid-19
On 31 January 2020, the World Health Organisation (WHO)
announced Coronavirus Covid-19 as a global health
emergency and on 11 March 2020, the WHO declared
it to be a pandemic in recognition of its rapid spread
across the globe. This may have a significant impact on
the ability to implement software projects at healthcare
facilities and hospitals. This may result in a significant
reduction in non-recurring revenue for the Group and the
ability to grow the recurring revenue base. There may be
other future impacts that can’t be foreseen at this point in
time and therefore be considered by the Directors.
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
the
Company’s ability to sustain and grow its business may
be adversely affected.
impacted and
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., Thailand 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 in jurisdictions
in which the Company operates.
United States
Chicago
+1 312 763 6800
Ireland
Dublin
+353 1 524 1677
Australia
Sydney
+61 2 9060 1850
Thailand
Bangkok
+353 1 524 1677
Middle East
Dubai
+971 4 399 8399
oneviewhealthcare.com