ANNUAL REPORT 2020
Unifying the care experience.
Welcome...
Table of Contents
DIRECTORS AND OTHER INFORMATION
CORPORATE DIRECTORY
CHAIRMAN’S LETTER
CEO REPORT
1
4
7
9
REMUNERATION REPORT
13
DIRECTORS’ REPORT
21
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 24
AUDITOR’S REPORT
FINANCIAL REPORT
NOTES
ADDITIONAL ASX INFORMATION
APPENDIX 1 SPECIFIC RISKS (UNAUDITED)
25
29
36
65
68
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)
Dr. Lyle Berkowitz
James Fitter
Mark McCloskey
Joseph Rooney
Nationality
USA
USA
Australian
Irish
Irish
(Resigned 12 November 2020)
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.
Dr. Lyle Berkowitz
Independent Director
Lyle Berkowitz, MD, FACP, FHIMSS is an experienced digital health advisor and investor. He
has over 25 years’ experience as a primary care physician, an informatician, a healthcare
innovator and a health tech entrepreneur. For over 20 years, Dr. Berkowitz helped lead
IT and Innovation at Northwestern Medicine in Chicago, a top 15 healthcare system. In
addition, he has helped start and manage multiple healthcare technology companies
over the years, including serving as a top executive at MDLIVE, one of the largest
telehealth companies in the world; and Chairman of the board at healthfinch, an award
winning digital health company. As CEO of Back 9 Healthcare Consulting, he consults
and speaks globally on healthcare IT and innovation, is Editor-in Chief of Telehealth &
Medicine Today and author of “Innovation with Information Technologies in Healthcare”.
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.
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 on four continents. James founded and managed an
independent asset management Company 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.
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.
Corporate Directory
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 2020 and the number of meetings attended by each director were:
Full Board
Audit and Risk
Committee
Remuneration &
Nomination
Committee
Attended
Eligible
to
attend
Eligible
to
attend
Attended Eligible to
Attended
attend
18
18
18
18
16
18
17
18
18
16
4
4
-
4
-
4
4
-
4
-
4
4
-
4
-
4
4
-
4
-
Michael Kaminski
Joseph Rooney
James Fitter
Lyle Berkowitz
Mark McCloskey
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.
The directors’ and officers’ liability insurance provides
cover against costs and expenses, subject to terms
and conditions of the policy, involved in defending
legal actions and any resulting payments arising from
a liability to persons (other than the Company or
related entity) incurred in their position as a director
or executive officer unless the conduct involves a
wilful breach of duty or an improper use of inside
information or position to gain advantage.
5. Corporate Directory
Registered office & business address
Block 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
Company Website
www.oneviewhealthcare.com
Level 4
60 Carrington Street
Sydney
NSW 2000
Australia
Company Secretaries
John Kelly (Resigned 4 August 2020)
Helena D’Arcy (Appointed 4 August 2020)
Chairman’s Letter
Page 7
•
•
ISO 27001 certification;
rapid delivery of the first cloud solution, Cloud
for COVID-19; and
transition of our full next generation platform to
the Cloud.
We are fortunate to have a talented and skilled
group of people across the Group. I would like
to particularly thank James Fitter, our CEO and his
talented leadership team for their commitment
and professionalism in a very difficult operating
environment. They have strived to provide a
technology platform which is positively impacting
patients’ lives and freeing up care teams to focus
on the delivery of care.
As you know, Mark McCloskey retired as President
and Founder from the Board of Oneview
in
November 2020. I would like to personally thank
Mark for his exceptional vision, commitment and
leadership over the past eight years. He has been
an inspiration to us all.
Finally, I would like to recognise our clients who
rank among the most respected and discerning
providers in their respective fields and constantly
challenge us to be a better company.
Thank you all for your continued support.
Michael Kaminski
Chairman
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
2020.
Despite the impact of the COVID-19 pandemic,
Oneview increased the number of live beds,
dramatically reduced the cost base and successfully
conducted a share placement and entitlement
offer which raised A$8.7 million, before costs. The
net proceeds of these issues are being used to
accelerate cloud development of the Group’s
Care Experience Platform, invest in additional sales
and marketing skills across the US and Australia
as well as providing working capital to strengthen
the Group’s balance sheet to support growth and
contract conversion with important customers.
Whilst the COVID-19 pandemic had a short-term
impact on the ability to implement contracted
software projects at many hospitals,
these
than
rather
implementations were delayed
cancelled and implementations recommenced
in earnest in the fourth quarter of 2020. COVID-19
has accentuated the need for new virtual models
of care and highlighted the importance of bedside
technology and Oneview’s value proposition.
In 2020, the Group carried out a major organisational
restructure, which, together with the equity raise
proceeds, positions the Company with a stronger
balance sheet and lower operating costs to reach
our near term goal of cash flow breakeven.
Oneview made significant progress on product
development under our new technology leadership
including:
•
investment in our security framework ahead of
CEO Report
CEO Report
Page 9
2020 Operational & Financial Review
2020 was a transformational year for the Company.
The first quarter was defined by the challenges
posed by the wholly unexpected decision of our
long term collaboration partner to abandon their
commitments with respect to our Senior Living
product1, which had long been expected to be
a key second engine of growth for the Company.
This resulted in a major strategic reorganisation
which allowed us to refocus all our energies on our
hospital product.
The global COVID-19 pandemic followed almost
immediately on the back of the reorganisation in
March. This forced our customers to think differently
about virtual models of care, provided us with the
impetus to think differently about our entire business
model and pivot the Company towards a fully
hosted SaaS cloud solution. This decision will further
lower the cost of ownership and critically, the speed
of deployment, for our customers. It will also give us
the opportunity, in time, to expand our addressable
market by looking to partner in new geographies.
A year later, the results have been extremely
encouraging. Our engineering teams were able
to build and deploy our Cloud for Covid solution in
under a month, providing a life-changing platform
for NYU Langone to deliver virtual care to their
patients in four New York hospitals, at the height
of the pandemic. NYU’s partnership and incredibly
positive feedback served as the inspiration to
challenge ourselves and accelerate the decision
to deliver our entire product suite in the Cloud.
We concluded the journey to ISO 27001 certification
which began in May 2019. This is a major milestone
for the Company and will provide great comfort
to both existing and prospective customers,
particularly as we become custodians of more
sensitive data as we transition to Cloud.
Customer feedback has been unanimously positive
as our clients are also being challenged to deliver
software and services to their patients in a more
efficient and secure manner.
revenue
From a financial perspective,
from
continuing operations amounted to €7,101,982,
broadly in line with 2019 (€7,097,701). Recurring
revenue for the year amounted to €5,107,783 (2019:
€4,527,548), an increase of 13%, and continues to
grow as the Company expands across its client
base. This was a credible performance given the
massive disruption to the healthcare sector which
restricted our ability to deliver on existing contracts.
1. On 21 December 2020, the Company initiated court proceedings in the Supreme Court of Victoria, Commercial Court against Regis
Aged Care Pty Ltd. The matter is before the Court at an early stage for directions and preparation for a trial, expected in late 2021 or early
2022. Oneview’s claim is for damages of A$21.4m
We finished the year with the Oneview inpatient
solution live in 9,259 beds with a further 2,555 beds
contracted but not yet installed. The Company
expects the majority of these contracted beds to
be installed during the 2021 calendar year. The
growth rate in live beds is lower than in previous
years due to COVID-19 preventing access to
hospital sites and preventing us from completing
planned installations. The growth rate picked up in
the second half of the year and is set to accelerate
in 2021 as we catch up on delayed installations and
also transition to Cloud.
Gross profit margins showed solid improvement to
67% (compared to 60% in the prior year), due to a
more favourable blend between recurring software
revenue and non-recurring income for hardware,
installation and professional services.
In the last quarter of 2020, the Company successfully
conducted a share placement and entitlement
offer, which raised A$8.7 million before costs.
The net proceeds of these issues are being used
to accelerate cloud development of the Care
Experience Platform, invest in sales and marketing
across the US and Australia and provide working
capital to strengthen the Group’s balance sheet to
support growth.
The Company continues
to carefully control
expenses and total operating expenses (excluding
restructuring costs and non-cash expenses) have
decreased by 44% compared to the prior year. Full
time headcount has been reduced from 109 at the
beginning of the year to 70 as at 31 December 2020.
The company incurred restructuring expenses of
€1.2m as it ceased development of its senior living
product in early 2020 and also underwent a smaller
reorganisation in late 2020.
We continued to invest in a highly successful
nearshoring strategy for engineering, with further
investment in our team in Kiev. The breadth of
talent in the Ukrainian market has proved extremely
helpful in complementing our core engineering
teams in Dublin.
significant
strides were made on
Very
the
partnership front as the value of technology at the
bedside became increasingly evident throughout
the course of the pandemic. The ability for care-
teams to communicate over secure video links has
long been a foundation of our value proposition.
Never has this been more apparent than in 2020
and I believe we are on the verge of a major
structural shift in the demand for patient experience
technology in 2021.
Page 10
The Group had cash on hand of €6.8m at the end
of the year, which reflects the equity fundraise
which took place at the end of the year and
which was strongly supported by both existing
and new investors. The cash balance also reflects
the significant reduction in overheads due to the
strategic reorganisation which took place during
the year.
Healthcare Market
Despite the COVID-19 pandemic, we added three
new hospitals to our client portfolio in 2020:
• OU Medical Center
located
in central
is
Oklahoma City on the University of Oklahoma
Health Science Center campus. OU Medical
Center is home to Oklahoma’s only Level One
Trauma center and manages 680 beds, of which
our initial contract is for 247 beds;
• Children’s Hospital & Medical Center, Omaha is
a non-profit regional pediatric specialty health
care center located in Omaha, Nebraska.
The 145-bed hospital is the only free-standing
children’s hospital in Nebraska;
The 135 bed Central Acute Services Building
(CASB), which
the Sydney
Children’s Hospital Network where we are
already deployed at Westmead Children’s and
Randwick Children’s Hospitals.
forms part of
•
2021 Outlook
COVID-19 has accentuated the need for new
virtual models of care highlighting the importance
of bedside technology and this should drive new
market opportunities.
The launch of our full SaaS platform and ISO 27001
certification is ready for delivery in the coming
days. We are already seeing strong evidence of
shortened sales and implementation cycles which
will materially lower customer acquisition cost and
speed the path to revenue.
Oneview has appointed New SaaS sales leaders in
both of its key markets and our direct sales force
continues to actively target the most innovative
hospitals in the world.
signed
Strategic partnerships
in 2020 will
provide the foundations for our “Go To Market”
strategy in the crucial US market. We signed a
groundbreaking distribution agreement with
Samsung SDS America, Inc., the enterprise IT
solutions provider of Samsung, to offer a bundled
solution for bedside digital services for patients in
the United States. Important partnerships were
also signed with Caregility and Cloudbreak. Our
long-term collaboration with Microsoft continued
as we were selected for their Fastrack program.
I would like to personally thank all our staff and
especially our senior leadership team who have
continued to devote incredible energy and focus
to ensure we continue to meet our clients’, our
shareholders’ and our own high expectations.
In particular, I would like to acknowledge the
vital contribution of Mark McCloskey, who
retired as President and Founder and from the
Board of Directors in November 2020 after 12
Page 11
years of dedication and inspiration. I would also
like to take this opportunity to wish John Kelly,
our longtime CFO, a speedy recovery from his
medical leave and thank Helena D’Arcy for
her excellent stewardship as interim CFO during
John’s continued absence.
Our client testimonials continue to reinforce the
impact of our technology and purpose of our
mission and I would like to take this opportunity
to thank all our clients and shareholders for their
continued support as we continue to play our
small part in trying to make a real difference in
the rapidly changing world of digital health.
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 Lyle Berkowitz (Chairman),
Michael Kaminski and Joseph Rooney.
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;
those aspects of the Company’s remuneration
policies and packages,
including equity
based incentives, which should be subject to
shareholder approval; and
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.
•
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 Restricted
Stock Units under the Oneview Healthcare plc NED &
Consultant RSU Plan and approved by shareholders
at the AGM on 12 November 2020.
Page 14
remuneration was
a. Non-executive Directors’ fees
The base
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 now
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 AUD
$750,000 (€468,156) total pool per annum, as set out
in the Company’s prospectus issued on 19 February
2016.
The following fees have been applied:
Base fees
Chairman
Other non-executive Directors
Post employment benefits
Chairman
Other non-executive Directors
January 2020 to
31 December 2020
1 January 2019 to
31 December 2019
€
43,206
86,412
-
-
€
56,173
93,018
-
62
129,618
149,253
iv. Executive Directors
The executive pay and reward framework currently
has 5 components:
• Base pay and benefits
• Annual discretionary bonus
• Annual incentives through 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.
Page 15
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 (2019: €Nil).
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.
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
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 performance conditions over a performance
period as set out in the Remuneration report, and
as per their contract of award.
Page 16
2. Details of remuneration
i. Remuneration of Directors
Short-term
benefits
Salary &
fees
Termination
payments
Non
cash
benefits
Sub
Total
Post
employment
benefits
€
43,206
43,206
43,206
-
-
129,618
250,1924
255,8334
-
€
-
-
-
-
-
-
€
-
-
-
-
-
-
410,000
-
-
7,588
5,581
-
€
43,206
43,206
43,206
-
-
129,618
667,780
261,414
-
€
-
-
-
-
-
-
115,880
18,131
-
2020
Total
2019
Total
€
43,206
43,206
43,206
-
-
€
45,821
56,173
45,821
719
719
129,618
149,253
783,660
318,377
279,545
320,272
-
2,813
506,025
410,000
13,169
929,194
134,011
1,063,205
641,462
635,643
410,000
13,169
1,058,812
134,011
1,192,823
790,715
Michael Kaminski
Joseph Rooney
Lyle Berkowitz
Mark Cullen1
Daniel Petre1
Sub-total – non-
executive Directors
Mark McCloskey2
James Fitter
John Kelly1
Total Executive
Directors
Total3
Mark Cullen, Daniel Petre and John Kelly resigned from the Board on 4 January 2019.
Mark McCloskey resigned from the Board on 12 November 2020.
Excludes employer-based taxes of €5,594 (2019 €8,368).
In order to assist the Group to preserve cash reserves and reduce operating expenses, James Fitter sacrificed €44,167 of his salary in 2020 and Mark
1.
2.
3.
4.
McCloskey sacrificed €27,500 of his salary in 2020.
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
Michael Kaminski
Joseph Rooney
Lyle Berkowitz
Sub-total – non-executive Directors
Mark McCloskey1
James Fitter1
John Kelly
Sub Total Executive Directors
Total
2020
2019
€
38,889
62,937
33,942
€
20,711
43,885
77,247
135,768
141,843
42,258
91,182
-
(68,675)
(31,115)
199
133,440
(99,591)
269,208
42,252
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.
iii. Performance related remuneration metrics
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Michael Kaminski
Joseph Rooney
Lyle Berkowitz
Mark Cullen
Daniel Petre
Mark McCloskey1
James Fitter1
John Kelly
Fixed Remuneration
At Risk
2020
%
53%
41%
56%
N/A
N/A
95%
75%
N/A
82%
2019
%
79%
56%
37%
100%
100%
100%
100%
93%
85%
2020
%
47%
59%
44%
N/A
N/A
5%
25%
N/A
18%
2019
%
21%
44%
63%
0%
0%
0%
0%
7%
15%
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.
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 was employed as Chief Revenue
Officer under an employment contract with a
Oneview group company. He resigned from the
Company on 12 November 2020.
ii. James Fitter, CEO and Executive
Director
James Fitter
is employed as CEO under an
employment contract with a Oneview group
company.
James’ remuneration package is comprised of
a base salary of €300,000 per annum, an annual
discretionary bonus of up to 100% of base salary
Page 18
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. In order to assist
the Group to preserve cash reserves and reduce
operating expenses, James Fitter has volunteered to
forego one third of his contracted cash salary with
that portion to be received in RSUs. As such, €100,000
of the salary payable to James Fitter for 2021 will be
paid by an issue of RSUs.
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.
4. Share Based Compensation
i. Employee Share Option Plan (ESOP)
No directors had share options outstanding as at 31
December 2020.
Page 19
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 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.
The RSU shares were awarded at a price of €0.001. There are 525,510 RSU shares outstanding. Directors’ RSU
shares vested or lapsed as follows:
Award
Date
Recipient
Number of
RSU’s
Vested
2020
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
Lapsed
Outstanding at 31 December 2020
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
Lapsed
Outstanding at 31 December 2020
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Vested
2018
200,000
-
-
-
-
Vested
2017
Vesting
Term
Conditions
-
-
3 Years
Service
3 Years
CAGR in TSR*
54,910
3 Years
Recurring revenue growth
targets
-
-
3 Years
Hospital beds targets
3 Years
Assisted living beds targets
200,000
54,910
200,000
-
-
-
-
-
-
-
3 Years
Service
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
*Compound Annual Growth Rate in Total Shareholder Return
Page 2 0
iii. 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. 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 recognize 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 and non performance
conditions which are
the
Remuneration and Nominations Committee. All
awards to directors and non-executive directors
are subject to shareholder approval annually at the
Annual General Meeting.
set periodically by
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
Vested
Outstanding
1 August 2019
Michael Kaminski
294,118
(294,118)
1 August 2019
Joseph Rooney
588,235
(588,235)
1 August 2019
Dr Lyle Berkowitz
294,118
(294,118)
-
-
-
12 November 2020
Michael Kaminski
12 November 2020
Joseph Rooney
12 November 2020
Dr Lyle Berkowitz
Non–Executive
Directors
2,127,660
1,063,830
1,063,830
-
-
-
2,127,660
1,063,830
1,063,830
5,431,791
(1,176,471)
4,255,320
Vesting
Term
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
Conditions
Continued board appointment
Continued board appointment
Continued board appointment
Continued board appointment
Continued board appointment
Continued board appointment
1 August 2019
James Fitter
1,000,000
1 August 2019
Mark McCloskey
750,000
12 November 2020
James Fitter
12 November 2020
James Fitter
4,075,000
4,000,000
Executive Directors
Outstanding at 31 December 2020
Vested at 31 December 2020
9,825,000
15,256,791
-
-
-
-
-
(1,176,471)
1,000,000
n/a
750,000
n/a
3 successive quarters of positive
EBITDA & continuing employ-
ment expiring 1 August 2022
3 successive quarters of positive
EBITDA expiring 1 August 2022
1 Year
Continued employment
n/a
3 successive quarters of positive
EBITDA & continuing employ-
ment, expiring 31 December
2022
4,075,000
4,000,000
9,825,000
14,080,320
On behalf of the board
Dr Lyle Berkowitz
Chairman of the
Remuneration Committee
30 March 2021
Page 21
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 2020.
1. Principal activity, business review
derivative transactions during 2020 or 2019.
and future developments
5. Results and dividends
The principal activity of the Group is the development
and sale of software for the healthcare sector and
the provision of related consultancy services.
The directors report that revenue for the year from
continuing operations amounted to €7,101,982 (2019:
€7,097,701). Recurring revenue for the year amounted
to €5,107,783 (2019: €4,527,548), an increase of 13%
and continues to grow as the company deploys
incrementally across its increasing client base.
As at 31 December 2020, the Oneview Inpatient
solution was live in 9,259 beds with a further 2,555
beds contracted but not yet installed.
2. Financial activities
the year,
the Company
successfully
During
conducted a conditional placement which raised
A$8.7 million (€5.4 million) before costs. The net
proceeds of these issues will be used to accelerate
cloud development of the Group’s Care Experience
Platform, invest in sales and marketing across the
US and Australia and provide working capital to
strengthen the Company’s balance sheet to support
growth.
3. Principal risks and uncertainties
Details of the principal risks and uncertainties facing
the Group are set out in an Appendix to this annual
report. 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 22 to
the consolidated financial statements, ‘Financial
Instruments’. The Group did not enter into any
The loss for the year amounted to €9,454,463 (2019:
loss of €16,941,155). 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 2020 are disclosed in note 23.
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 €199,771 (2019:
€308,077) in development costs that were capitalised
and a further €3,407,169 (2019: €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 in March
2016 and equity raisings in May 2019 and December
2020. As at 31 December 2020, the Group had cash
balances of €6.8 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 a period of at least 12 months from the date of
approval of the financial statements. The Group
has implemented a number of cash management
policies, including a strategic reorganisation which
reduced costs significantly, aiming to improve cash
flow for the Group, which has resulted in the Group
having adequate resources to continue in operational
existence for a period of at least 12 months from the
date of approval of the financial statements. 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. However, the Group has applied
prudent assumptions regarding its sales and cash
collection figures.
The Group continues to attract fresh equity and
secured A$8.7 million (€5.4 million) in an equity
fundraising in December 2020. The Group has also
secured an additional A$1 million (€650,000) in equity
funding, due to be received in the first half of 2021.
While COVID 19 and the resulting government
restrictions did have a minimal impact on the Group’s
ability to fulfil their contracts, due to restrictions relating
to the implementation of the hardware, the lifting of
the restrictions in the second half of the year resulted
in the Group rescheduling postponed installations
and also obtaining a number of new contracts. The
Group has continued in this manner and expects to
see an increase in revenue from new customers in
FY21. In addition, the Group’s new product offering,
which will host its core product in the Cloud, will
launch at the end of Q1 2021 and it is anticipated
that this new product will be received well.
Based on the Group’s consideration of the above
factors, the Directors have a reasonable expectation
that the Group will have adequate resources to
continue in operational existence for the foreseeable
future based on its existing cash resources, coupled
with the expected increases in future working capital
and continued cost management. For these reasons,
they continue to adopt the going concern basis in
preparing the consolidated financial statements.
•
review the effectiveness of the Company’s
compliance and risk management functions.
Page 2 2
12. Directors’ compliance
statement
The directors, in accordance with Section 225(2) of
the Companies Act 2014, acknowledge that they are
responsible for securing the Company’s compliance
with certain obligations specified in that section
arising from the Companies Act 2014, and Tax laws
(‘relevant obligations’). The directors confirm that:
• a compliance policy statement has been drawn
up setting out the Company’s policies with regard
to such compliance;
• appropriate arrangements and structures that,
in their opinion, are designed to secure material
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.
13. Relevant audit information
The directors believe that they have taken all
steps necessary to make themselves aware of any
relevant audit information and have established
that the Group’s statutory auditors are aware of
that information. In so far as they are aware, there
is no relevant audit information of which the Group’s
statutory auditors are unaware.
14. 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.
11.
Audit committee
15. Auditor
The Group has established an Audit Committee with
responsibility for assisting the board of the Company
in fulfilling its corporate governance and oversight
responsibilities in relation to the Company’s financial
reports and financial reporting process and internal
control structure, risk management systems (financial
and non financial) and the external statutory audit
process. The Committee meets on a regular basis to:
review and approve internal audit and external
•
statutory audit plans;
review and approve financial reports; and
•
The auditors, KPMG, were appointed on 31 October
2013. In accordance with Section 383(2) of the
Companies Act 2014 the auditors, KPMG, Registered
Auditors, will continue in office.
On behalf of the board
James Fitter
Director
Joseph Rooney 30 March 2021
Director
Statement of Directors’
Responsibilities
Page 24
Statement of Directors’
Responsibilities
The directors are responsible for preparing the
directors’ report and the Group and Company
financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare
Group and Company financial statements for each
financial year. The Directors have elected to prepare
the Group and company financial statements in
accordance with International Financial Reporting
Standards (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 each of the Group and
Company financial statements, the directors are
required to:
•
select suitable accounting policies and then
apply them consistently;
• make
judgements and estimates that are
•
reasonable and prudent;
state whether applicable Accounting Standards
have been followed, subject to any material
in the
departures disclosed and explained
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 provisions 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 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 Joseph Rooney 30 March 2021
Director Director
Page 25
Auditor’s Report
Independent auditor’s report to the members of Oneview
Healthcare PLC
Report on the audit of the financial statements
1. Opinion
We have audited the financial statements of
Oneview Healthcare plc (the Group) for the year
ended 31 December 2020 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 2020
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 Group 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.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the director’s use of the going
concern basis of accounting in the preparation
of
is appropriate.
Our evaluation of
the director’s assessment
of the entity’s ability to continue to adopt the
going concern basis of accounting i n c l u d e d :
the financial
statements
We evaluated the Directors’ assessment of the
entity’s ability to continue to adopt the going
concern basis of accounting. In our evaluation
of the Directors’ conclusions, we considered the
inherent risks to the Group’s and Company’s
business model and analysed how those risks
might affect the Group’s and Company’s financial
resources or ability to continue operations over the
going concern period.
The risk that we considered most likely to adversely
affect the Group’s and Company’s available
financial resources over this period is that the Group
does not meet its Revenue targets.
As this was a risk that could potentially cast significant
doubt on the Group’s and the Company’s ability
to continue as a going concern, we considered
sensitivities over the level of available financial
indicated by the Group’s financial
resources
forecasts taking account of reasonably possible
(but not unrealistic) adverse effects that could
arise from these risks individually and collectively.
We evaluated the achievability of the actions the
Directors consider they would take to improve the
position should the risk materialise.
There were no other risks
identified that we
to have a material
considered were
adverse effect on the Group’s and Company’s
likely
Page 26
available financial
resources over
this period.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group’s ability to continue
as a going concern for a period of at least twelve
months from the date when the financial statements
are authorised for issue.
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 arriving at our audit opinion above, including the
Parent Company audit opinion, the key audit matter
was as follows (unchanged from 2019):
Valuation of Investment in subsidiaries and expected credit losses of Intercompany Loans and Receivables €39.5 million
(2019: €43.2 million)
Refer to Note 1 (accounting policies) and Note 11 and 13 to the Parent Company Financial Statements.
The key audit matter
How the matter was addressed in our audit
to
the
impairment
Parent Company’s
We identified a significant risk of error
related
for
investment
the
in subsidiaries and carrying value of
intercompany loans receivables, as the
Group as a whole is currently loss making.
test
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
Our procedures over the valuation of the investment in subsidiaries and
intercompany loans and receivables included, but were not limited to:
• obtaining an understanding of the process related to development
of projected financial information, including the preparation of the
impairment test;
• assessing the appropriateness of the Company’s projected financial
information, including assessment of significant assumptions against
externally derived data and internal source data;
• challenged the appropriateness of the valuation basis selected as well
as the underlying assumptions, such as the growth rate;
• considered
the appropriateness,
accounting standards, of the relevant disclosures.
in accordance with
relevant
Based on the evidence obtained we found managements’ 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.
We continue to perform procedures over risk of error
relating to revenue recognition. However, following
the implementation of the new revenue recognition
system the risk of error has been significantly
reduced. We have not assessed this as one of the
most significant risks in our current year audit and,
therefore, it is not separately identified in our report
this year.
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 €0.16 million (2019: €0.23
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% (2019: 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 (2019: €0.01 million),
in addition to other identified misstatements that
warranted reporting on qualitative grounds.
Materiality
the parent company financial
statements as a whole was set at €0.43 million
(2019: €0.47 million) determined with reference to a
benchmark of net assets of the parent company,
of which it represents 1% (2019: 1%). Net assets
is deemed the most appropriate benchmark as
the parent company is a holding company only
that provides financial support to its operating
subsidiaries.
for
Of the group’s nine (2019: nine) reporting components,
we subjected six (2019: six) 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.
Other information
The directors are responsible for the other information
presented in the Annual Report together with the
financial statements. The other information comprises
the information included in the 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 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 undertaken during the course of the audit,
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 the information and explanations
which we consider necessary for the purpose of our
audit.
In our opinion, the accounting records of the Company
were sufficient to permit the financial statements to
be readily and properly audited and the Company’s
financial statements are
in agreement with the
accounting records.
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
Page 27
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities
statement set out on page 24, the directors are
responsible for: the preparation of the financial
statements including being satisfied that they give a true
and fair view; such internal control as they determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error; assessing the Group’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and
using the going concern basis of accounting unless
they either intend to liquidate the Group or 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
http://www.iaasa.ie/Publications/Auditing-standards/
International-Standards-on-Auditing-for-use-in-Ire/
Description-of-the-auditor-s-responsibilities-for
The purpose of our audit work and to whom we owe
our responsibilities
Our report is made solely to the Group’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 Group’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 Group and the Group’s members, as a body, for
our audit work, for this report, or for the opinions we
have formed.
30 March 2021
Sean O’Keefe
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
Financial Report
Financial Report
Consolidated Statement of Total Comprehensive Income
for the year ended 31 December 2020
Page 29
Continuing Operations
Revenue
Cost of sales
Gross profit
Sales and marketing expenses
Product development and delivery expenses
General and administrative expenses
Restructuring 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 income/(loss)
Items that will or may be reclassified to profit or loss
Foreign currency translation differences on
foreign operations (no tax impact)
Other comprehensive income/(loss), net of tax
Note
2020
€
2019
€
2
7,101,982
7,097,701
(2,378,489)
(2,838,185)
4,723,493
4,259,516
(1,562,533)
(4,290,333)
(7,326,700)
(12,036,302)
(3,430,783)
(4,708,796)
5
(1,150,654)
-
3,4
(8,747,177)
(16,775,915)
6
6
7
8
8
(636,345)
(110,324)
267
49,460
(9,383,255)
(16,836,779)
(71,208)
(104,376)
(9,454,463)
(16,941,155)
(9,454,463)
(16,941,155)
(0.05)
(0.12)
(0.05)
(0.12)
315,109
(5,431)
315,109
(5,431)
Total comprehensive loss for the year
(9,139,354)
(16,946,586)
The total comprehensive loss for the year is entirely attributable to equity holders of the Group.
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2021
Consolidated Statement of Financial Position
for the year ended 31 December 2020
Non-current assets
Intangible assets
Property, plant and equipment
Research and development tax credit
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
Page 3 0
Note
2020
€
2019
€
9
10
13
12
13
2
18
18
18
18
699,325
768,822
1,649,840
1,993,345
636,317
620,479
2,985,482
3,382,646
236,633
235,319
3,964,480
3,519,224
248,766
7,116
348,666
18,180
6,804,367
10,262,820
11,261,362
14,384,209
14,246,844
17,766,855
394,589
175,288
106,785,298
101,630,025
(2,586)
4,200
267,212
(2,586)
4,200
(47,897)
(1,351,842)
(1,351,842)
17
3,813,324
3,467,957
(105,841,482)
(96,196,006)
16
15
14
16
4,068,713
7,679,139
1,183,750
1,499,310
271,249
394,518
1,454,999
1,893,828
8,336,632
7,952,171
328,300
58,200
241,717
-
8,723,132
8,193,888
10,178,131
10,087,716
Total equity and liabilities
14,246,844
17,766,855
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2021
Company Statement of Financial Position
for the year ended 31 December 2020
Non-current assets
Financial assets
Loan to Group Company
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
Joseph Rooney
Director
30 March 2021
Page 31
Note
11
13
2020
€
2019
€
6,520,113
5,938,029
17,829,993
20,649,638
24,350,106
26,587,667
13
15,128,037
16,584,467
4,332,262
4,234,142
19,460,299
20,818,609
43,810,405
47,406,276
18
18
18
18
17
394,589
175,288
106,785,298
101,630,025
(2,586)
4,200
(2,586)
4,200
3,813,324
3,467,957
(67,753,855)
(58,108,714)
43,240,970
47,166,170
14
569,435
240,106
569,435
240,106
43,810,405
47,406,276
Consolidated Statement of Changes in Equity
for the year ended 31 December 2020
Page 32
Share
capital
Share
premium
Treasury
reserve
Other
undenom-
inated
capital
Reorgan-
isation
reserve
Share
based
payment
reserve
Translation
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
€
€
As at 1 January 2019
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
Share based compensation
Exercise of options
Transfer to retained earnings
in respect of expired options
103,350
15,801,544
-
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 1 January 2020
175,288 101,630,025
(2,586)
4,200
(1,351,842)
3,467,957
(47,897)
(96,196,006)
7,679,139
Loss for the year
Foreign currency translation
Total comprehensive loss
-
-
-
-
-
-
Transactions with
shareholders
Issue of ordinary shares
219,211 5,155,273
Share based compensation
Exercise of options
Transfer to retained earnings
in respect of expired options
-
90
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
717,851
(363,330)
(9,154)
-
(9,454,463)
(9,454,463)
315,109
315,109
-
315,109
(9,454,463)
(9,139,354)
-
-
-
-
(563,497)
4,810,987
-
717,851
363,330
9,154
90
-
As at 31 December 2020
394,589
106,785,298
(2,586)
4,200
(1,351,842)
3,813,324
267,212
(105,841,482)
4,068,713
Page 3 3
Company Statement of Changes in Equity
for the year ended 31 December 2020
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share
based
payment
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
As at 1 January 2019
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
103,350
15,801,544
Share based compensation
Exercise of options
Transfer to retained earnings in
respect of expired options
-
2,392
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(52,686,805)*
(52,686,805)
(1,226,159)
14,678,735
18,090
-
(2,259,733)
2,259,733
18,090
2,392
(201,572)
201,572
-
As at 1 January 2020
175,288
101,630,025
(2,586)
4,200
3,467,957
(58,108,714)
47,166,170
Loss and total comprehensive
income for the year
Transactions with shareholders
-
-
Issue of ordinary shares
219,211
5,155,273
Share based compensation
Exercise of options
Transfer to retained earnings in
respect of expired options
-
90
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
717,851
(363,330)
(9,154)
(9,454,128)*
(9,454,128)
(563,497)
4,810,987
-
717,851
363,330
9,154
90
-
Balance at 31 December 2020
394,589 106,785,298
(2,586)
4,200
3,813,324
(67,753,855)
43,240,970
* Loss and total comprehensive income for the year includes an impairment provision against inter-company receivables of €5,717,659 (2019: €53,138,072).
Consolidated Statement of Cash Flows
for the year ended 31 December 2020
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 refunded/(paid)
Page 3 4
Note
2020
€
2019
€
7,287,224
10,853,747
(6,060,301)
(8,273,765)
(9,959,092)
(15,616,634)
(137,767)
(18,595)
267
1,040,337
774
-
12,826
(107,381)
Net cash used in operating activities
21
(7,816,506)
(13,161,854)
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds on disposal of property, plant and equipment
Capitalisation of intangible assets
10
9
(49,584)
(122,668)
-
10,120
(199,771)
(308,077)
Net cash used in investing activities
(249,355)
(420,625)
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid
Repayment of loan by former director
Repayment of lease liabilities
5,374,574
15,906,961
(245,523)
(1,226,159)
252,469
-
20
(307,811)
(279,041)
Net cash provided by financing activities
5,073,709
14,401,761
Net (decrease)/increase in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
(2,992,152)
(466,301)
819,282
112,590
10,262,820
9,330,948
Cash and cash equivalents at end of financial year
6,804,367
10,262,820
Page 3 5
Company Statement of Cash Flows
for the year ended 31 December 2020
Net cash used in operating activities
21
(5,088,348)
(15,433,179)
Note
2020
€
2019
€
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid
Repayment of loan by former director
Net cash provided by financing activities
Net increase/(decrease) in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
5,374,574
15,906,961
(245,523)
(1,226,159)
252,469
-
5,381,520
14,680,802
293,172
(752,377)
(195,052)
26,901
4,234,142
4,959,618
Cash and cash equivalents at end of financial year
4,332,262
4,234,142
Notes
1. Accounting policies – Group and Company
Page 36
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 2020 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 2020. 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. The Company reported a loss of
€9,454,128 (€2019: €52,686,805).
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 and December
2020. As at 31 December 2020, the Group had cash
balances of €6.8 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 a period of at least 12
months from the date of approval of the financial
statements. The Group has implemented a number
of cash management policies, including a strategic
reorganisation which reduced costs significantly,
aiming to improve cash flow for the Group, which has
resulted in the Group having adequate resources
to continue in operational existence for a period
of at least 12 months from the date of approval
of the financial statements. 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. However, the Group has applied prudent
assumptions regarding its sales and cash collection
figures.
The Group continues to attract fresh equity and
secured A$8.7 million (€5.4 million) in an equity
fundraising in December 2020. The Group has also
secured an additional A$1 million (€650,000) in equity
funding, due to be received in the first half of 2021.
While COVID 19 and the resulting government
restrictions did have a minimal impact on the Group’s
ability to fulfil their contracts, due to restrictions
relating to the implementation of the hardware,
the lifting of the restrictions in the second half of the
year resulted in the Group rescheduling postponed
installations and also obtaining a number of new
contracts. The Group has continued in this manner
and expects to see an increase in revenue from
new customers in FY21. In addition, the Group’s new
product offering, which will host its core product in
the Cloud, will launch at the end of Q1 2021 and it
is anticipated that this new product will be received
well.
Based on the Group’s consideration of the above
factors, the Directors have a reasonable expectation
that the Group will have adequate resources to
continue in operational existence for the foreseeable
future based on its existing cash resources, coupled
with the expected increases in future working capital
and continued cost management. For these reasons,
they continue to adopt the going concern basis in
preparing the consolidated 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 2020:
• 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)
Interest Rate Benchmark Reform (Amendments
to IFRS 9, IAS 39 and IFRS 7)
These new standards, interpretations and standard
amendments did not result in a material impact on
the Group’s results.
Standards issued but not yet effective
A number of new standards are effective for
annual periods beginning after 1 January 2021
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:
• COVID-19-Related
Rent
Concessions
•
(Amendment to IFRS 16)
Interest Rate Benchmark Reform Phase 2
(Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16)
• Onerous Contracts Cost of Fulfilling a Contract
(Amendments to IAS 37)
• Annual Improvements to IFRS Standards 2018-
2020
• Property, Plant and Equipment: Proceeds before
Intended Use (Amendments to IAS 16)
• Reference
to
the Conceptual Framework
(Amendments to IFRS 3)
IFRS 17 Insurance Contracts
•
• Classification of liabilities as current or non-
current (Amendments to IAS 1)
• Amendments to IFRS 17
• Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
(Amendments to IFRS 10 and IAS 28)
statements
Use of estimates and judgements
in
The preparation of financial
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.
Page 37
Judgements
Information about critical judgements in applying
accounting policies that have the most significant
effect on
the
consolidated financial statements is included in the
following notes:
the amounts
recognised
in
• Going concern
Assumptions and estimation uncertainties
Information about assumptions and uncertainties
as at 31 December 2020 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:
• R&D tax credits
• Parent Company Asset Carrying Values
a. Basis of consolidation
The Group financial statements consolidate the
financial statements of Oneview Healthcare PLC
and its subsidiaries.
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,
All
inter-company balances and
intra-
from
including unrealised profits arising
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
in preparing the
consolidated financial statements.
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.
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
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.
liabilities denominated
e. Revenue
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. This daily charge may
vary depending on the level of functionality and
content provided.
Page 3 8
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
depending on the contract.
The Group 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.
License fees
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 licence cannot be used on its
own without customisation or implementation. The
licence is a right to access and future upgrades
are necessary for the 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 Group 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 Group acts as the principal in the
supply of hardware, hardware revenue is recognised
gross upon delivery of the hardware to the client.
Where the Group acts as an agent in the supply of
hardware, the fee paid to the Group 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 Group 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,
is
revenue
then the revenue is recognised as and when the
services are performed. If it is a fixed fee, then the
recognised by
professional services
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.
f.
Income tax
Income tax expense
income statement
represents the sum of income tax currently payable
and deferred income tax.
in the
Income tax currently payable is based on taxable
profit for the year. Taxable profit differs from net profit
as reported in the income statement because it
excludes items of income or expense that are taxable
or deductible in other years and further excludes
items that are not taxable or deductible. The Group’s
liability for income tax is calculated using rates that
have been enacted or substantively enacted at
the reporting date. Income tax is recognised in the
income statement except to the extent that it relates
to items recognised directly in other comprehensive
income or equity.
Deferred income tax is provided, using the liability
method, on all differences between the carrying
amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes
except those arising from non-deductible goodwill
or on initial recognition of an asset or liability which
affects neither accounting nor taxable profit.
income tax assets and
liabilities are
Deferred
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.
Page 39
Depreciation is calculated on a straight line basis
over the estimated useful life of the asset and any
profit or loss is recognised in the statement of total
comprehensive income for each part of an item
of property, plant and equipment. Depreciation
methods and useful lives are reassessed at each
reporting date. The estimated useful lives for additions
during the current period are as follows:
Fixtures, fittings and equipment
Land and buildings
10% - 33%
3-7 years
Gains and losses on disposal of an item of property,
plant and equipment are determined by comparing
the proceeds from disposal with the carrying amount
of property, plant and equipment, and are recognised
net through profit or loss in the consolidated statement
of total comprehensive income.
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 overheads. Other development
expenditure is recognised through profit or loss in
the consolidated income statement as an expense
as incurred. Capitalised development expenditure
is stated at cost less accumulated amortisation and
impairment losses.
Amortisation is recognised through profit or loss
in the consolidated statement of 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:
reliable evidence available at the time the estimates
are made.
Page 4 0
m. Employee Benefits
Capitalised development costs
line
5 years straight
Defined contribution plans and other long term
employee benefits
Amortisation methods, useful
residual
values are reviewed at each financial year-end and
adjusted if appropriate.
lives and
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.
i. Government grant
The Group recognises government grants related
to capitalised development costs in the form of
research and development (R&D) tax credits in
Ireland and other grants. 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 a deduction from wages and salaries costs
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.
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
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.
Share based payments
The grant date fair value of share-based payments
awards granted to employees is recognised as an
employee expense, with a corresponding increase
in equity, over the period in which the performance
conditions are fulfilled, ending on the date on which
the relevant employees become fully entitled to the
award (‘vesting date’). The fair value of the awards
granted is measured at grant date based on an
observable market price using an option valuation
model, taking into account the terms and conditions
upon which the awards were granted. The amount
recognised as an expense is adjusted to reflect
the actual number of awards for which the related
service and non-market vesting conditions are
expected to be met, such that the amount ultimately
recognised as an expense is based on the number
of awards that do meet the related service and non-
market performance conditions at the vesting date.
For share-based payment awards with non-vesting
conditions or market conditions, the grant date fair
value of the share-based payment is measured
to reflect such conditions and there is no true-up
for differences between expected and actual
outcomes.
Long term incentive plan (‘LTIP’)
In 2016, the Company established an LTIP Scheme
under which certain employees were granted the
opportunity to participate in this LTIP Scheme, which
contains both performance and service conditions.
The fair value of the employee services received in
exchange for the grant of the ownership interest is
recognised as an expense. The total amount to be
expensed over the vesting period is determined by
reference to the fair value of the awards granted
after adjusting for market based conditions and non-
vesting conditions. Service and non-market vesting
conditions
revenue growth
and number of beds are included in assumptions
about the number of awards that are expected to
become full ownership interests. At each reporting
date, the estimate of the number of awards that
are expected to vest is revised. The impact of the
including
recurring
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:
interest income
interest expense
lease interest expense
foreign currency translation expense
•
•
•
•
• bank charges
Interest income or expense is recognised using the
effective interest method.
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 an expected credit loss model. 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
Page 41
to reflect changes in credit risk since initial recognition
of the financial assets. In respect of trade receivables,
to
the Group applies
measuring expected credit losses using a lifetime
expected loss allowance.
the simplified approach
The Company applies the general approach in
calculating ECLs on its intercompany loans and its
investment in subsidiaries. Where the recoverable
amount of the investment in subsidiaries is less than the
carrying amount, an impairment loss is recognised. 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
Deferred income relates to advance consideration
received from clients for which revenue is recognised
in line with the Group’s accounting policy.
r.
Leases
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. A discount rate of 7% is
used, which the Group considers to be its incremental
borrowing rate, to calculate the present value of
lease commitments.
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 extension option
is reasonably certain to be exercised or a termination
option is reasonably certain not to be exercised.
Lease commitments are recognised as a liability and
a right-of-use asset on the Group’s Consolidated
Statement of Financial Position. A right-of-use asset
has been capitalised on the Group’s Consolidated
Statement of Financial Position. This right-of-use
asset is depreciated over the term of the lease as an
operating expense, with an associated finance cost
applied annually to the lease liability, in the Group’s
Consolidated Statement of Comprehensive Income.
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.
Page 42
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 management
team. The executive management team comprises of
the 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
Major clients
2020
€
3,298,665
1,353,456
455,662
5,107,783
1,218,797
775,402
1,994,199
7,101,982
2020
€
4,699
-
3,428,979
3,074,241
423,440
170,623
7,101,982
Revenues from client A, B, C and D represented 17% (2019: 15%), 9% (2019: 11%), 9% (2019: 10%) and 9% (2019: 9%).
Receivables, contract assets and contract liabilities from contracts with clients:
Receivables, which are included in ‘trade and other receivables’
Contract assets
2020
€
1,813,756
248,766
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
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.
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
Foreign exchange loss/(gain)
Page 4 3
2019
€
82,654
403,484
312,777
602,844
78,895
2020
€
16,069
256,124
-
423,474
-
498,578
(48,691)
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
81 (2019: 126).
2020
2019
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 17)
Defined contribution retirement benefit
US PPP loan received and forgiven
Australian JobKeeper payments
14
58
9
81
2020
€
20
92
14
126
2019
€
7,145,272
10,769,175
1,030,486
1,398,338
(199,771)
(308,077)
717,851
281,811
(354,226)
(171,893)
18,090
425,753
-
-
8,449,530
12,303,279
The Group’s US subsidiary was in receipt of a Paycheck Protection Program Loan during the year. This loan was forgiven, pursuant to
Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (as amended, the “CARES Act”), its implementing regulations
and Small Business Administration (“SBA”) rules.
The Group’s Australian subsidiary was in receipt of JobKeeper assistance in Australia.
Directors’ remuneration
Short-term employee benefits
Termination payments
Post-employment benefits
Intrinsic value on exercise
Total compensation
2020
€
2019
€
648,812
745,297
410,000
134,011
1,520
-
45,418
216,921
1,194,343
1,007,636
The share based payment fair value charge in respect of directors for the year ended 31 December 2020 was €269,208 (2019:
€42,252).
Key management personnel are deemed to be comprised of all board members, the CFO and the Chief Strategy Officer in 2020
and all board members and the CFO in 2019. Total remuneration for key management personnel in 2020 was €1,600,761 (2019:
€1,291,026).
5. Restructuring expenses
The restructuring expenses arise primarily due to the Board decision announced in January 2020 to
restructure the Group to ensure its cost base is better aligned with expected levels of recurring revenue
and gross margin. The reorganisation included a reduction in headcount. This followed the announcement
on 11 November 2019 that commercial negotiations with a major Senior Living operator in the Australian
market for the development of a care management solution had reached an impasse. See note 9.
Page 4 4
6. Finance (charges) / income
Bank charges
Foreign exchange loss
Interest charge on lease liabilities
Interest charges
Finance charges
Foreign exchange gain
Interest income
Finance income
7. Income tax
2020
€
(13,497)
(498,578)
(124,227)
(43)
2019
€
(18,595)
-
(91,729)
-
(636,345)
(110,324)
-
267
267
48,691
769
49,460
The components of the income tax charge for the years ended 31 December 2020 and 2019 were as follows:
Current tax expense
Foreign tax for the year
Income tax charge in Consolidated statement of
total comprehensive income
2020
€
(71,208)
(71,208)
2019
€
(104,376)
(104,376)
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
2020
€
2019
€
(9,383,255)
(16,836,779)
12.5%
12.5%
Tax at Irish standard tax rate
(1,172,907)
(2,104,597)
Tax effect of permanent items
Losses for which no deferred tax is recognised
Effect of foreign tax
Income taxed at higher rate
Non-taxable losses/(profits)
Total tax charge
466,709
556,189
57,498
136,999
26,720
71,208
67,974
2,046,179
165,928
11,013
(82,121)
104,376
Page 4 5
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 €11,731,400 (31 December 2019: €11,175,211). 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 2020 and 2019 was comprised as follows:
Unrecognised deferred tax asset
Net operating losses carried forward
Differences taxable in future periods
PPE and intangible assets temporary differences
Excess management expenses
Stock based compensation
2020
€
2019
€
11,121,701
(213,123)
236,796
311,579
274,447
10,613,800
(171,443)
180,910
306,194
245,750
Total unrecognised deferred taxation asset
11,731,400
11,175,211
8. 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
2020
€
2019
€
(9,454,463)
(16,941,155)
186,248,903
135,711,700
(0.05)
(0.12)
2020
No.
2019
No.
175,287,233
10,961,670
69,545,563
66,166,137
Weighted average number of ordinary shares at 31 December
186,248,903
135,711,700
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
2020
€
Page 46
2019
€
(9,454,463)
(16,941,155)
186,248,903
135,711,700
(0.05)
(0.12)
2020
No.
2019
No.
175,287,233
10,961,670
69,545,563
66,166,137
Weighted average number of ordinary shares at 31 December
186,248,903
135,711,700
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 number of ordinary shares, including
potentially dilutive shares is 429,209,535. The weighted average number of ordinary shares, including potentially dilutive shares, is 199,816,079.
9. Intangible assets
Cost
At 1 January 2019
Additions
Foreign exchange translation differences
At 31 December 2019
At 1 January 2020
Additions
Foreign exchange translation differences
Software
Development
costs
Total
€
€
€
209,646
-
1,916
4,705,899
308,077
-
4,915,545
308,077
1,916
211,562
5,013,976
5,225,538
211,562
-
(2,925)
5,013,976
199,771
-
5,225,538
199,771
(2,925)
At 31 December 2020
208,637
5,213,747
5,422,384
Accumulated amortisation and impairment losses
At 1 January 2019
Amortisation
Impairment
Foreign exchange translation differences
At 31 December 2019
At 1 January 2020
Amortisation
Foreign exchange translation differences
At 31 December 2020
Carrying amount
At 1 January 2019
At 31 December 2019
At 31 December 2020
114,226
82,654
-
1,062
3,542,513
3,656,739
403,484
312,777
-
486,138
312,777
1,062
197,942
4,258,774
4,456,716
197,942
16,069
(5,850)
4,258,774
256,124
-
4,456,716
272,193
(5,850)
208,161
4,514,898
4,723,059
95,420
13,620
1,163,386
1,258,806
755,202
768,822
476
698,849
699,325
Page 47
Amortisation & Impairment losses
Amortisation expense of €272,193 (2019: €486,138) has been charged in product development and delivery expenses in the
Consolidated statement of comprehensive income.
Development costs previously capitalised in respect of the Group’s Connect and Patient Pathways products were fully impaired in
the prior year, due to a strategic decision taken to reduce the Group’s product portfolio.
At 31 December 2020, €130,608 (2019 €255,060) 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 legal action. The Group has initiated court
proceedings in the Supreme Court of Victoria, Commercial Court against aged care operator Regis Aged Care Pty Ltd (a wholly
owned subsidiary of Regis Healthcare Limited) for breach of the Collaboration Agreement between the two companies, seeking
damages for loss of opportunity of A$21.4 million or reliance loss in the alternative and for misleading and deceptive conduct. A
determination of the carrying value and estimated useful life of this asset will be made when the dispute has been resolved.
10. Property, plant and equipment
Cost
At 1 January 2019
IFRS 16 transition adjustment
Additions during the year
Disposals during the year
Foreign exchange translation differences
At 31 December 2019
At 1 January 2020
Additions during the year
Foreign exchange translation differences
At 31 December 2020
Depreciation
At 1 January 2019
Charge for the year
Disposals during the year
Foreign exchange translation differences
Fixtures, fittings
and equipment
€
1,449,527
-
122,668
(183,240)
1,370
1,390,325
1,390,325
49,584
(28,322)
1,411,587
838,686
261,346
(94,225)
870
Land and
Buildings*
€
-
1,216,124
735,071
-
-
Total
€
1,449,527
1,216,124
857,739
(183,240)
1,370
1,951,195
3,341,520
1,951,195
3,341,520
78,834
(46,382)
128,418
(74,704)
1,983,647
3,395,234
-
341,498
-
-
838,686
602,844
(94,225)
870
At 31 December 2019
1,006,677
341,498
1,348,175
At 1 January 2020
Charge for the year
Foreign exchange translation differences
At 31 December 2020
Net book value
At 1 January 2019
At 31 December 2019
At 31 December 2020
1,006,677
157,574
(20,518)
1,143,733
610,841
383,648
267,854
341,498
265,900
(5,737)
1,348,175
423,474
(26,255)
601,661
1,745,394
-
610,841
1,609,697
1,993,345
1,381,986
1,649,840
* Land and Buildings is comprised of Right of Use assets, held under leases. See note 20.
11. Financial assets - Company
Investment in Group companies – including share based payments:
At start of year
Share based payments charge/(credit) relating to subsidiary entity employees
At end of year
Page 4 8
2020
€
2019
€
5,938,029
582,084
6,061,781
(123,752)
6,520,113
5,938,029
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 2020, 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 3O-00-D1-01
J&G Complex
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
2020
100%
2019
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%
12. Inventories
Finished goods
Page 49
Group
Company
2020
€
2019
€
236,633
235,319
236,633
235,319
2020
2019
€
-
-
€
-
-
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 €1,195,456 (2019: €1,254,147).
13. Trade and other receivables
Group
Company
Amounts falling due within one year:
Trade receivables
1,813,756
1,226,417
2020
€
2019
€
2020
2019
€
-
€
-
Prepaid expenses and other current assets
1,409,277
853,259
294,695
347,200
Research and development tax credit
Amounts due from group companies1
Amount due from Oneview Limited3
VAT recoverable
Loan to key management personnel4
Amounts falling due after more than one year:
668,086
1,029,850
-
-
-
-
-
-
73,361
-
157,229
252,469
14,325,134
15,733,079
500,399
7,809
-
500,399
3,789
-
3,964,480
3,519,224
15,128,037
16,584,467
Research and development tax credit
Amounts due from Group Companies2
636,317
620,479
-
-
-
-
17,829,993
20,649,638
4,600,797
4,139,703
32,958,030
37,324,105
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 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. John Kelly resigned as a director of Oneview Healthcare plc on 4 January 2019. He repaid the loan in full during the year.
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 2019
Advances to subsidiary undertakings and other movements
At 31 December 2019
At 1 January 2020
Advances to subsidiary undertakings and other movements
At 31 December 2020
Provision for impairment
At 1 January 2019
Increase in provision
At 31 December 2019
At 1 January 2020
Increase in provision
At 31 December 2020
Carrying amount
At 1 January 2019
At 31 December 2019
At 31 December 2020
Provision for impairment
Page 5 0
Total
€
55,660,835
13,210,316
68,871,151
68,871,151
4,309,714
73,180,865
-
53,138,072
53,138,072
53,138,072
5,717,659
58,855,731
55,660,835
15,733,079
14,325,134
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 Company assessed the recoverability of the balances due from its subsidiary undertakings at 31 December 2020 and
determined that an impairment provision of €5,717,659 (2019: €53,138,072) was appropriate.
The Group does not hold collateral as security. The aging analysis of past due trade receivables is set out below:
As at December 2020
As at December 2019
Less than
30 days
Between
31-60 days
Between
61-90 Days
More than
90 days
Credit
Impaired
Total
€
€
1,320,900
462,755
783,724
268,067
€
30,101
155,066
€
-
19,560
€
-
-
€
1,813,756
1,226,417
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. As at 31 December 2020, a significant portion of the trade receivables related to a limited
number of clients as follows: Client A 24% (2019: 39%), Client B 22% (2019: 15%) and Client C 21% (2019: 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 51
2019
€
386,376
774,252
41,989
6,801
-
16,999
2020
€
1,082,858
627,606
19,953
5,637
77,702
-
1,813,756
1,226,417
14. Trade and other payables (current)
Trade payables
Payroll related taxes
Superannuation
Group
Company
2020
€
2019
€
1,161,786
1,639,488
834,201
222,113
31,537
67,612
2020
€
90,628
8,951
-
2019
€
44,571
4,510
-
Other payables and accruals
2,720,391
2,122,165
469,513
190,674
VAT payable
Deferred income
R&D tax credit – deferred grant income
Amounts due to group companies
149,935
63,594
3,096,546
3,558,573
342,236
278,626
-
-
-
-
-
-
-
-
343
351
8,336,632
7,952,171
569,435
240,106
15. Deferred Income (non-current)
Deferred income
271,249
394,518
Group
2020
€
2019
€
Company
2020
2019
€
-
€
-
16. Lease Liabilities
Current
Non-current
Group
2020
€
2019
€
328,300
241,717
1,183,750
1,499,310
1,512,050
1,741,027
Company
2020
2019
€
-
-
-
€
-
-
-
Page 52
17. Share-based payments
At 31 December 2020, 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:
Options granted on or after October 2016 have a vesting period of 25% after one year 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.
Number of options
2020
Weighted average
exercise price 2020
Number of options
2019
Weighted average
exercise price 2019
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
1,826,000
(447,750)
-
-
(90,000)
127,500
1,415,750
€0.160
€0.162
-
-
€0.001
€0.030
€0.124
4,192,910
(713,250)
(1,280,250)
1,280,250
(2,391,660)
738,000
1,826,000
Exercisable at 31 December
984,500
€0.158
330,000
€0.884
€0.845
€2.447
€0.160
€0.001
€0.161
€0.160
€0.15
During the prior 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 2020 had an exercise price in the range of €0.001 to €1.233 (2019: €0.001 to €1.233).
The weighted averages of the inputs used in the measurement of the fair values at grant date of the equity-settled share-based payment plan
were 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
2020
127,500
€0.007
€0.030
€0.030
33.0%
2.0%
Nil
Range
2019
2,018,250
€0.007 to €0.007
€0.03 to €0.03
€0.03 to €0.03
33.0%
2.0%
3 - 4 years
€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
Operating loss for the year ended 31 December 2020, is stated after charging €92,338 in respect of the Employee Share Option Program
(2019: credit of €29,196) 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. The outstanding RSPs have
been awarded to James Fitter and have a 5 year vesting period with performance conditions for CAGR in TSR*.
Page 5 3
Award Date
Number of instruments
Awarded 16 March 2016
Vested
Lapsed
Total outstanding RSU’s
2,585,560
(509,820)
(1,550,230)
525,510
* Compound Annual Growth Rate in Total Shareholder Return
The fair value of the CAGR in TSR awards has been calculated using the Monte Carlo model.
Operating loss for the year ended 31 December 2020, is stated after a € Nil charge in respect of the Restricted Share Unit plan (2019: credit
of €100,640) for non-cash stock compensation expense. The cost of the plan has been fully amortised.
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.
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 recognize 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.
Award Date
Balance 1 January 2020
Granted
Vested
Lapsed
Balance 31 December 2020
Number of instruments
4,126,471
30,604,639
(1,176,471)
(875,000)
32,679,639
* Compound Annual Growth Rate in Total Shareholder Return
As at 31 December 2020, 32,679,639 RSU’s were outstanding with a vesting term and performance conditions as follows:
Recipients
Non-Executive Directors
Executive Directors/leadership team
Executive Directors/employees
Total outstanding RSU’s
Number of
instruments
4,255,320
6,300,000
22,124,319
32,679,639
Vesting Term
Vesting conditions
1 Year
Continued board appointment
2 – 3 Years
3 successive quarters of positive EBITDA &
continuing employment
1 Year
Continued employment
Operating loss for the year ended 31 December 2020, is stated after charging €625,513 in respect of the Restricted Stock Share Unit plan
(2019: €147,926) for non-cash stock compensation expense.
18. Share capital and other reserves – Group and Company
Page 5 4
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
2020
2019
600,000,000
600,000,000
€0.001
€0.001
420,000
€0.01
420,000
€0.01
€
€
600,000
600,000
4,200
4,200
604,200
604,200
Issued share capital
Ordinary shares
No of ordinary
shares
Par value
of units
Share
capital
Share
premium
Total
Balance at 1 January 2019
Share issue – 14 May 2019
Share issue – 16 May 2019
Exercise of options – 22 May 2019
Exercise of options – 12 Nov 2019
€
€
€
69,545,563
€0.001 each
69,546
85,828,481
85,898,027
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
Balance at 31 December 2019
175,287,223
€0.001 each
175,288
101,630,025
101,805,313
Exercise of options – 10 Sept 2020
Share issue – 25 Sept 2020
Share issue – 24 Nov 2020
Exercise of options – 30 Nov 2020
Share issue – 18 Dec 2020
Balance at 31 December 2020
40,000
€0.001 each
1,176,471
€0.001 each
43,606,988
€0.001 each
50,000
€0.001 each
40
1,176
43,607
50
-
-
40
1,176
1,032,577
1,076,184
-
50
174,427,954
€0.001 each
174,428
4,122,696
4,297,124
394,588,636
€0.001 each
394,589
106,785,298
107,179,887
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 authorized
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.
On 10 September 2020, 40,000 ordinary shares were issued in respect of 40,000 outstanding share options which were exercised on that
date at a strike price of €0.001 per share.
Page 5 5
On 25 September 2020, 1,176,471 ordinary shares were issued in respect of 1,176,471 restricted share unit awards which vested and were
issued at a price of €0.001 per share.
On 18 November 2020, the Company announced to the ASX that it had successfully conducted a conditional placement (“Placement”)
to raise A$1.74 million (equivalent to approximately €1.08 million), before costs, through the issue of 43,606,988 CHESS depository interests
(“CDIs”) over new fully paid ordinary shares. On the same date, the Company also announced its intention to raise up to A$6.98 million
by way of a one for one Entitlement Offer, through the issue of up to 174,427,954 CDIs over new fully paid ordinary shares. Pursuant to this,
on 24 November 2020, the Company issued 43,606,988 new shares of €0.001 each at a price per share of A$0.04 (equivalent to €0.0247).
On 30 November 2020, 50,000 ordinary shares were issued in respect of 50,000 outstanding share options which were exercised on that
date at a strike price of €0.001 per share.
On 16 December 2020, the Company announced to the ASX it had successfully completed a one for one Entitlement Offer. Pursuant
to this, on 18 December 2020, the Company issued 174,427,954 new shares of €0.001 each at a price per share of A$0.04 (equivalent to
€0.0246) The Company incurred costs of €563,497 associated with the raising of the funds from the 2020 Placement and Entitlement Offer,
of which, €245,523 had been paid by 31 December 2020. which have been recorded against retained earnings. The proceeds of these
issues will be used to accelerate cloud development of the Group’s Care Experience Platform, invest in sales and marketing across the US
and Australia and provide working capital to strengthen the Company’s balance sheet to support growth.
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 2020, 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.
19. Capital and other commitments – Group and Company
There are no capital commitments at the current or prior year end.
20. 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.
During 2019, one of the leased properties has been sub-let by the Group. The lease and sub-lease were surrendered in August 2019.
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 56
At start of year
Additions to right-of-use assets
Depreciation of right-of-use assets
Foreign currency
At end of year
Additions to right-of-use assets are comprised of leases to 3 office premises.
(ii)
Amounts recognised in profit or loss:
Leases under IFRS 16
Interest on lease liabilities
Expenses relating to short term leases
Land and Buildings
2020
€
2019
€
1,609,697
1,216,124
78,834
735,071
(265,900)
(341,498)
(40,645)
-
1,381,986
1,609,697
2020
€
124,227
108,499
2019
€
91,729
334,692
(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.
Leases under IFRS 16
Lease interest payments
Lease liability payments
Total cash outflows for leases
2020
2019
€
124,227
307,811
€
91,729
187,312
432,038
279,041
21. Reconciliation of net cash used in operating activities
Consolidated
Page 57
2020
€
2019
€
Loss for the year after income tax
(9,454,463)
(16,941,155)
Non-cash items
Depreciation
Loss on disposal of property, plant and equipment
Amortisation of software and development costs
Impairment charges
Research and development credit, net
Taxation
Net finance costs
Share based payment expense
Foreign exchange loss/(gain)
Changes in assets and liabilities
(Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
Decrease in contract assets
(Decease)/increase in deferred income
Increase in trade and other payables
423,474
-
272,193
-
602,844
78,895
486,138
312,777
(630,801)
(656,967)
71,208
137,500
717,851
498,578
(1,314)
(1,059,489)
99,900
(585,296)
778,490
104,376
109,600
18,090
(48,691)
436,585
62,805
1,100,512
978,150
319,389
Cash used in operating activities
(8,732,169)
(13,036,652)
Finance charges paid
Interest received
Research and development tax credit received
Income tax refunded/(paid)
(137,767)
(18,595)
267
1,040,337
12,826
774
-
(107,381)
Net cash used in operating activities
(7,816,506)
(13,161,854)
Company
Loss for the year after income tax
Non-cash items
Net finance income
Share based payment expense
Impairment charges
Foreign exchange loss/(gain)
Changes in assets and liabilities
Increase in trade and other receivables
Decrease/(increase) in loan to group company
(Decrease)/increase in trade and other payables
Cash used in operating activities
Finance charges paid
Interest received
Net cash used in operating activities
Page 5 8
2020
€
2019
€
(9,454,128)
(52,686,805)
(373,081)
135,768
5,717,659
2,840,327
(693,913)
141,842
53,138,072
(606,670)
(4,513,698)
(13,233,133)
2,819,645
(3,351,214)
(2,825,777)
1,252,540
(6,178,722)
(15,513,844)
(5,620)
1,095,994
(7,440)
88,105
(5,088,348)
(15,433,179)
22. Financial instruments
Page 59
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 are 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 13). 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 €6.8 million at 31 December 2020 (2019: €10.3 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
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 2020
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
(4,897,852)
(4,897,852)
(4,897,852)
€
€
€
€
-
€
-
€
-
€
-
Lease liabilities
(1,512,050)
(1,777,196)
(212,265)
(213,368)
(407,473)
(874,207)
(69,883)
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)
Page 6 0
Company
Year ended 31 December 2020
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
(569,435)
(569,435)
(569,435)
€
€
€
€
-
€
-
€
-
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)
€
€
€
€
-
€
-
€
-
€
-
€
-
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 2020:
Cash and cash equivalents
Trade receivables
Trade and other payables
U.S.
Dollar
2020
€
Australian
Dollar
2020
€
2,371,435
1,630,852
1,082,858
627,606
AED
2020
€
41,004
19,953
(802,960)
(1,136,489)
(453,276)
Thai
Baht
2020
€
344,571
77,702
(25,901)
GBP
2020
€
77,734
-
(31,873)
Total transaction risk
2,651,333
1,121,969
(392,319)
396,372
45,861
Foreign exchange gains and losses recognised on the above balances are recorded in “finance (charges)/income”. The total foreign
exchange loss reported during the year ending 31 December 2020 amounted to €498,578 (2019: gain of €48,691).
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
Company
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2020:
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
U.S.
Australian
Dollar
Dollar
2020
2020
€
€
1,897,266
17,829,993
(8,360)
19,718,899
414,097
-
(161,797)
252,300
Page 61
GBP
2020
€
1,675
-
1,675
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2019:
U.S.
Australian
Dollar
Dollar
2019
2019
€
2,183,576
20,649,638
-
22,833,214
€
1,353,397
-
(8,018)
1,345,379
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
The following significant exchange rates applied during the year:
euro 1: US$
euro 1: A $
euro 1: THB
euro 1: AED
Average Rate
Closing Rate
2020
1.1376
1.6561
35.5920
4.1779
2019
1.1198
1.6094
34.8180
4.1126
2020
1.2282
1.6028
36.7682
4.5106
2019
1.1199
1.6010
33.5739
4.1126
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 € 178,000 (2019: €275,000).
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 €146,000 (2019: €225,000).
Page 62
Fair values of financial assets and liabilities
Group
The fair values of financial assets and liabilities by class and category, together with their carrying amounts shown in the statement of
financial position, are as follows:
Financial assets – amortised cost
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
31 December 2020
31 December 2019
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
6,804,367
3,191,520
9,995,887
6,804,367
3,191,520
9,995,887
10,262,820
10,262,820
3,286,444
3,286,444
13,549,264
13,549,264
(4,897,852)
(4,897,852)
(4,114,972)
(4,114,972)
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 2020
31 December 2019
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
4,332,262
14,325,134
500,399
7,809
17,829,993
36,995,597
4,332,262
14,325,134
500,399
7,809
17,829,993
36,995,597
4,234,142
4,234,142
15,733,079
15,733,079
500,399
3,789
500,399
3,789
20,649,638
20,649,638
41,121,047
41,121,047
31 December 2020
31 December 2019
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
343
569,092
569,435
343
569,092
569,435
(351)
(239,755)
(240,106)
(351)
(239,755)
(240,106)
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 6 3
23. Related party transactions
The Company considers Directors and group undertakings as set out in note 11 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 2020
Interest at
31 December 2019
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
16,300,248
750,000
9,865,734
10,052,510
OV No.1 Pty Ltd (Note 1)
Oneview Healthcare PLC
Ordinary shares €0.001
1,871,466
Joseph Rooney
Oneview Healthcare PLC
Ordinary shares €0.001
3,591,498
Michael Kaminski
Oneview Healthcare PLC
Ordinary shares €0.001
1,291,765
Lyle Berkowitz
Oneview Healthcare PLC
Ordinary shares €0.001
788,265
-
-
-
-
-
-
-
6,836,130
1,484,430
3,159,721
1,525,510
1,871,466
1,207,514
280,000
-
-
-
-
-
-
-
34,000
50,000
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. 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
Mark McCloskey
31 December 2020
31 December 2019
ASX
19,918,244
17,050,248
Irish
ASX
19,958,695
4,685,231
17,068,596
8,320,560
Irish
4,725,682
8,328,716
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 Company 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 6 4
24. Auditor’s remuneration
Audit fees
Tax fees
Other non – audit assurance services
Year ended 31 December 2020
Year ended 31 December 2019
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
€
€
€
€
110,000
8,482
118,482
110,000
6,000
25,740
45,261
-
51,261
25,740
31,000
-
€
14,194
38,642
32,500
Total
€
124,194
69,642
32,500
141,740
53,743
195,483
141,000
85,336
226,336
Audit fees for the Company for the year are included in the amount above and are set at €10,000 (2019: €10,000).
25. Subsequent events
There were no subsequent events after the reporting date that would require disclosure or adjustment to the financial statements.
26. Approval of financial statements
The financial statements were approved by the Board on 30 March 2021.
Page 6 5
Additional ASX Information
Shareholder Information
As of 19 March 2021, the issued share capital of Oneview Healthcare PLC consists of 399,863,636 ordinary shares of €0.001
each held by 2,519 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 2,519 CDI holders. The top 20 security holders held 260,711,671
CDIs comprising 65% 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 authorise representative has one vote for each CDI held by that person, except that in the case of partly paid CDIs
the voting rights of a CDI holder are pro rata to the proportion of the total issued price paid up (not credited) on the CDIs.
Distribution of CDI holdings
Range
1 - 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and above
Total
No of holders
No of CDI’s
% of issued capital
110
623
530
1,008
248
2,519
42,208
2,170,949
4,230,694
38,263,016
355,156,769
399,863,636
0.01%
0.55%
1.06%
9.57%
88.81%
100%
There were 118 shareholders, with a total of 51,727 shares, holding less than a marketable parcel under the ASX listing rules.
The ASX listing rules define a marketable parcel of shares as “a parcel of not less than A$500”.
Twenty largest holders of CDI securities
Rank
Holder
No of CDI’s
% of issued capital
Page 66
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
UBS Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited
Hsbc Custody Nominees (Australia) Limited-GSCO ECA
Mark McCloskey
Walling Pty Ltd
Hsbc Custody Nominees (Australia) Limited - A/C 2
Alfred Global Holdings Pty Limited
James Fitter
Hsbc Custody Nominees (Australia) Limited
Manderrah Pty Limited
Freshwater Superannuation Pty Limited
Aja Investments Pty Ltd
BNP Paribas Nominees Pty Ltd Six Sis Ltd
OV No.1 Pty Ltd 1
Citicorp Nominees Pty Limited
Golden Growth Limited
Joseph Rooney
Comsec Nominees Pty Limited
Longbridge Nominees Pty Limited
CJH Holdings Pty Limited
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
61,321,030
48,965,594
25,215,043
16,300,248
13,500,000
12,112,397
11,175,504
9,865,734
9,000,000
8,620,830
7,976,767
5,731,545
5,097,192
4,210,798
4,170,039
3,600,000
3,591,498
3,540,389
3,478,434
3,238,629
260,711,671
139,151,965
399,863,636
15.3%
12.2%
6.3%
4.1%
3.4%
3.0%
2.8%
2.5%
2.3%
2.2%
2.0%
1.4%
1.3%
1.1%
1.0%
0.9%
0.9%
0.9%
0.9%
0.7%
65.2%
34.8%
100.0%
Excludes disclosure of the interests held by parents and children of Directors in accordance with the requirements of the Australian Corporations Act. Refer
to Note 23 of the Financial Statements
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.
Substantial shareholders
As of 19 March 2020, there was 1 shareholder 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.
James William Vicars
Range
No of CDI’s
% of issued capital
101,09,453
25.3%
Page 67
On-market buyback
The Company is not currently conducting an on-market buyback.
Securities purchase on-market
No securities were purchased on-market in the period from 1 January 2021 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 Helena D’Arcy. 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 6 8
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 depends on the performance and reliability of
its technology platform. There is a risk that the Oneview
Solution contains defects or errors, which become
evident when the software is implemented for new
clients or new versions or enhancements are rolled out to
existing clients, which could harm Oneview’s reputation
its ability to generate new business. Further,
and
Oneview typically warrants its software for the life of the
client contract so defects in existing or future developed
products and services may lead to warranty claims by
clients which could have a material adverse effect on
Oneview’s financial performance.
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 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
is reliant on the talent, effort, expertise,
industry experience and contacts, and leadership of
its Management. Whilst Oneview has entered into
employment contracts with all Management personnel,
their retention cannot be guaranteed, and the loss of
any senior members of management and the inability
to recruit suitable replacements represents a material
risk to Oneview, which may have a material impact on its
business, financial performance and operations.
There is also a risk that, as Oneview grows, it cannot
attract and retain personnel with the necessary industry
experience, expertise and ability to execute its strategy,
such that its future growth may be restricted and the quality
of its services and revenues reduced, with a corresponding
adverse impact on its business, financial performance and
operations.
Failure to successfully implement its
business strategy
There is a risk that Oneview’s business strategy or any of
its growth initiatives will not be successfully implemented,
deliver the expected returns or ultimately be profitable.
If 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.
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.
Page 69
it
There is a risk that Oneview is required to fund the hardware
is unable to negotiate
procurement costs where
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.
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
patient’s data). The effect of such a cyber-attack could
extend to claims by patients, reputational damage. Such
circumstances could negatively impact upon Oneview’s
business, financial performance and operations.
Market adoption of Patient Engagement
Solutions
If the Company’s Patient Engagement Solutions platform
is not widely accepted for use by healthcare providers,
including as a result of the Company’s failure to prove return
on investment, or if the market for Patient Engagement
Solutions in the healthcare industry fails to grow at the
Page 70
• 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.
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.
expected rate, demand for the Oneview Solution could
be negatively impacted and the Company’s ability to
sustain and grow its business may be adversely affected.
Exchange rate risk for international
operations
Oneview’s financial reports are prepared in Euro. However,
revenue, expenditure and cashflows, and assets and
liabilities from Oneview’s Australian, U.S., 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:
oneviewhealthcare.com
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