ANNUAL REPORT
2021
Unifying the care experience.
Table of Contents
DIRECTORS AND OTHER INFORMATION
CORPORATE DIRECTORY
CHAIRMAN’S LETTER
CEO REPORT
1
5
7
9
REMUNERATION REPORT
13
DIRECTORS’ REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
AUDITOR’S REPORT
FINANCIAL REPORT
NOTES
ADDITIONAL ASX INFORMATION
APPENDIX 1 SPECIFIC RISKS (UNAUDITED)
21
24
25
29
36
66
69
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, one executive director, and three
independent non-executive directors.
Directors
Michael Kaminski (Chairman)
Nashina Asaria
Dr. Lyle Berkowitz
James Fitter
Joseph Rooney
Nationality
USA
Kenyan
USA
Australian
Irish
(appointed 10 May 2021)
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.
Nashina Asaria
Independent Director
Nashina is currently Chief Product & Marketing Officer for UpHealth Inc. a digital health
company listed on New York Stock Exchange under ticker: UPH. Nashina was Chief
Product Officer at Cloudbreak Health LLC, a US telehealth company that was merged
into UpHealth Inc. in June 2021. She is passionate about mission driven initiatives with
commercial viability. She has a proven record of sustaining successful endeavours
in
international partnerships, business strategies, business development, product
management, marketing and deployment. As a Board Member of Cloudbreak Health,
as well as its Chief Product Officer, she was responsible for Product Marketing, Product
Management and Requirements, UI design, Software Engineering, Implementation and
Customer Experience. Most recently, Nashina was Co-Founder & Partner of Lumini Partners
focused on bringing circular economy and energy solutions to Southern Africa. Prior to
this, Nashina was the Chief Commercial Officer for LifeQ, a leading provider of biometrics
and health information derived from wearable devices used in the insurance, health and
pharma industries. Nashina has also held leadership roles with Nantworks, Verifone and
Qualcomm. Born and raised in Nairobi, Kenya. Nashina has a Bachelor of Science from
the London School of Economics and splits her time between the Netherlands, Portugal
and California.
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. He is currently CEO of Back 9 Healthcare Consulting,
board member of PatientBond, and Editor-in Chief of “Telehealth & Medicine Today”.
He graduated with a Biomedical Engineering degree from the University of Pennsylvania
and is an Associate Professor of Clinical Medicine at the Feinberg School of Medicine at
Northwestern University. He was appointed to the Board in 2016.
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 a decade’s experience in the healthcare IT industry and 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 voluntarily as Chairman
on 4 November 2019, but remains on the board as an Independent Director.
2. Meetings of Directors
The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the
year ended 31 December 2021 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
19
11
19
19
19
19
9
19
19
18
4
-
4
-
4
4
-
4
-
4
4
-
4
-
4
4
-
4
-
4
Michael Kaminski
Nashina Asaria
Lyle Berkowitz
James Fitter
Joseph Rooney
4. Corporate governance statement
The Company has prepared a statement which
sets out the corporate governance practices that
were in operation throughout the financial year for
the Company, identifies any recommendations that
have not been followed and provides reasons, if
any, for not following such recommendations.
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 (https://www.
oneviewhealthcare.com/oneview-healthcare/
investors/), and will be lodged together with an
Appendix 4G at the same time that this report is
lodged with ASX.
3. 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.
Corporate Directory
Page 5
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
Independent Auditor
KPMG
Chartered Accountants
1 Stokes Place
St. Stephen’s Green
Dublin 2
Ireland
Bankers
HSBC Bank Ltd
Guildford and Weybridge Commercial
Centre
Edgeborough Road
Guildford
Surrey GU12BJ
United Kingdom
Company Number
513842
ABRN
610 611 768
Registry
Computershare Investor Services Pty Ltd
ASX Code
ASX: ONE
Level 4
60 Carrington Street
Sydney
NSW 2000
Australia
Company Secretary
Helena D’Arcy
Company Website
www.oneviewhealthcare.com
Page 7
Chairman’s
Letter
Dear Shareholders,
On behalf of your Board of Directors, it is my pleasure
to present the Oneview Healthcare PLC Annual
Report for the financial year ended 31 December
2021.
Nashina Asaria joined the Board of Oneview
Healthcare plc as a non-executive Director on 10
May 2021, Nashina has deep experience in digital
health and virtual care having had leadership,
investor and advisor roles with numerous digital
health and SaaS companies.
Whilst the COVID-19 pandemic had a short-term
impact on the ability to implement contracted
software projects at many hospitals, and the market
remains challenging, COVID-19 has highlighted
the importance of in-room technology to allow for
seamless and risk-free communication between
patients and their care-teams and validates
Oneview’s value proposition.
We are fortunate to have talented 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
challenging 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.
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
Oneview has achieved several significant strategic
milestones to solidify and accelerate its future
growth, despite the challenging market conditions
due to the global pandemic, including:
• adding 2 new hospitals to its client portfolio in
•
2021;
signing a 5 year contract extension with Epworth
HealthCare, the largest not for profit private
health service in Victoria;
ISO 27001 and ISO 27701 certifications;
•
• delivering OEM hardware – Hybrid Coax Set-top
•
Box and 22” All-In-One device;
transition of our full care experience platform to
the Cloud;
• product innovation such as Digital Patient
Communication Board and Digital Door
Signage products;
successfully conducted
share placements
which raised A$21 million (€13.4 million), before
costs.
•
The Group implemented an Economic, Social and
Governance (ESG) reporting framework in the
year, with easy to interpret reporting available on
its website.
CEO Report
Page 9
2021 Operational & Financial Review
Challenging market conditions arising from the
pandemic persisted in 2021, including denial of
access to customer sites which delayed installation
go lives and hospital customers who have been
primarily focused on dealing with the pandemic,
resulting in systems procurement being less of a
priority. Hospital margins have also been negatively
impacted, affecting availability of budgets for capital
expenditure.
to
forced our customers
Despite this challenging market, the COVID-19
pandemic has
think
differently about virtual models of care, particularly
in our key markets in the US and Australia, and has
proven the need for a scalable, future-proof bedside
technology platform that integrates and unifies
systems to support:
• better patient engagement;
• greater patient comfort;
•
•
• a hybrid care model.
improved safety;
relieving the work pressure for nurses;
A key highlight of the year was the launch of CXP
Cloud Enterprise in March 2021, the world’s first
and only cloud-based inpatient care experience
platform. CXP Cloud Enterprise gives patients and
their families the ability to communicate virtually with
healthcare teams, along with access to education
and health information.
ISO 27001 Certification (Security) was awarded on
25 March 2021 and ISO 27701 Certification (Data
Privacy) awarded on 5 August 2021. As the threat and
potential costs of data breaches and cybersecurity
attacks in healthcare have never been higher,
this will provide great comfort to both existing and
prospective customers, particularly as we become
custodians of more sensitive data via our Cloud
product. Three successful rounds of independent
Cybersecurity Penetration Testing were completed.
We took delivery of our first batch of GMS certified
22” All-In-One devices. These best of breed Android
hardware devices have the requisite certifications
for healthcare settings and will lower the total cost
of ownership for our customers. These are the largest
devices to be certified by Google to date and will
satisfy unmet demand in the healthcare market.
WeTek coax and IPTV set-top boxes also came
available and enable us to deliver our service over
both IPTV and coax environments.
We continue to innovate. One new product was
delivered this year, with another scheduled for
delivery in 2022:
• Digital Door Sign was delivered. This is placed
outside the patient room, giving information to
the care team prior to entering the room;
• Digital Communications Board is currently in
production and will help transform what is a very
manual communication process in most hospitals.
Page 10
“We continue to innovate.
Digital Door
Sign was
delivered. This is placed
outside the patient room,
giving
information to the
care team prior to entering
the room.”
last quarter of 2021, the Company successfully
conducted a share placement which raised A$20
million (€12.7 million)before costs, which was strongly
supported by both existing and new investors. The
net proceeds of these issues are being used to
invest in sales and marketing across the US and
Australia and provide working capital to strengthen
the Group’s balance sheet to support growth.
Cash balances of €15.2 million as at 31 December
2021 reflect the capital raised in 2021, together with
a significant reduction in operating cash burn. Total
operating cash outflows of €4.0 million were 48%
lower than the €7.8 million figure for the prior year.
This was due to higher receipts from customers
and lower cash costs for the year, including lower
payroll cash payments as the company received
various COVID related grants including a second
fully-forgiven PPP loan in the US and also Australian
JobKeeper grants. The deferral of Irish payroll taxes
under a zero interest Irish Revenue Commissioners
debt warehousing facility has also contributed to
the lower cash burn in 2021.
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 2021
and I believe we are on the verge of a major
structural shift in the demand for patient experience
technology in the coming year.
• Following the launch of the cloud-based CXP
earlier this year, in August 2021, CXP Cloud
Enterprise became available in the Microsoft
Azure Marketplace, an online store providing
applications and services for use on Azure. This
enables Oneview customers to take advantage
revenue
from
From a financial perspective,
continuing operations increased 37% to €9,731,894
(2020: €7,101,982). This increase is driven by a non-
recurring revenue increase of 120%, due to increased
hardware sales, in particular, our new OEM hardware
(the All-In-One and WeTek devices). Recurring
revenue for the year amounted to €5,351,346 (2020:
€5,107,783), an increase of 5%, which was lower
than targeted, due to COVID-19 preventing access
to hospital sites, delaying installation and go-lives.
We expect the installation rate to normalise in 2022,
coming out of the pandemic.
We finished the year with the Oneview inpatient
solution live in 9,467 beds, with a further 2,335 beds
beds contracted but not yet installed. The Company
expects the majority of these contracted beds to
be installed during the 2022 calendar year.
Gross profit was 12% higher than the prior year.
However, this higher mix of hardware sales has
resulted in a lower Gross profit margin percentage
for the year, of 55% compared to 67% in the prior
year. Margins were also
impacted by higher
shipping costs due to the pandemic.
Total operating expenses (excluding restructuring
costs and non-cash expenses) have increased by
5% compared to the prior year, as sales headcount
and marketing spend increased in order to exploit
the first mover advantage of our Cloud product.
Full time headcount has increased from 70, at the
beginning of the year, to 84, at the end of the year.
The net loss for the year of was €8,185,019 (2020:
€9,454,463), a reduction of 13%.
In April 2021, the Company placed A$1 million (€0.7
million) with StocksDigital and engaged them for
an 18 month investor awareness program. In the
of the productive and trusted Azure cloud
platform, with streamlined deployment and
management.
A webinar was broadcast on 6 May 2021 by
Dr Paul Testa, CMIO NYU Langone Health,
and Ruchi Patel, Senior Product Manager NYU
Langone Health, exploring NYU Langone’s
digital patient experience strategy and how
Oneview Healthcare’s Care Experience Platform
has helped improve patient, family & clinician
experience. The recording can be accessed here:
https://www.oneviewhealthcare.com/videos/
nyu-langonehealth-digital-patient-experience-
platform-webinar/ Leveraging the latest digital
tools and patient-facing
technologies, NYU
Langone has transformed the care experience
for caregivers, patients and their families where it
matters most – at the bedside.
Healthcare Market
Despite the COVID-19 pandemic, we added 2
new hospitals to our client portfolio in 2021:
•
Northern Health, Melbourne signed a 5
year agreement to deploy Oneview’s Cloud
Start product in its recently completed A$162.3
million Stage 2 Inpatient Unit Expansion. The
implementation was completed in 159 beds in late
2021. In addition, Oneview deployed Northern
Health’s existing TeleHealth solution across all 159
tablets to facilitate video consultations between
Page 11
patients and their care teams. The web-based
TeleHealth service was configured and deployed
within 3 business days, which is testament to the
faster deployment times possible with Cloud. It
has been invaluable in dealing with the surge in
COVID-19 related admissions.
•
in
Kingman, Arizona signed a 5-year contract for our
Cloud-based Care Experience Platform (CXP).
This was the first deal registered by Oneview under
the Microsoft “co-sell” program. This new contract
will bring Oneview’s CXP Cloud Enterprise to the
in
235-bed multi-campus healthcare system
northwest Arizona.
Kingman Regional Medical Center
We continued to renew contracts, which is
testament to the satisfaction of our customers:
•
A five year contract extension was signed
with Epworth HealthCare, the largest private non-
for-profit health service in Victoria. Epworth stands
as Oneview’s largest customer in Australia and
second largest globally, by number of beds. The
Oneview platform is currently deployed across
eight Epworth hospital locations in approximately
1,440 beds. As part of the contract renewal,
Epworth will be migrating to Oneview’s new
Next Generation CXP Enterprise platform and
deploying GMS certified healthcare grade 22”
Android devices across its diverse care settings.
Epworth will also be expanding its footprint with
Oneview in its redevelopment at Epworth Eastern
at Box Hill, with an additional 63 beds.
Feb 2021
May 2021
Aug 2021
Nov 2021
•
Signed significant GTM
partnerships with Samsung
and Caregility
•
Key customer testimonial
webinar with NYU Lagone
Health
•
•
Accepted to Microsoft’s Azure
Marketplae as a transactable
co-sell solution
Achieved ISO 27701 certification
•
•
Raised A$21m (€13.4m) additional
equity (before costs)
Children’s Hospital and Medical
Center in Omaha, NE went live with
CXP Enterprise
Mar 2021
Jun 2021
Oct 2021
•
•
Transitioned the Care Experience
Platform to the Cloud becoming
the first company in our space to
do so
Achieved ISO 27001 certification
•
•
Renewed and expanded Epworth
HealthCare, our largest enterprise
customer in Australia, for a further 5
years
Signed 1st Australian cloud customer
with Northern Health for CXP Cloud
Start
•
•
Signed 5-year contract with Kingman
Regional Medical Center for CXP Cloud
Enterprise
Social Mobile GMS and UL 60601-certified
All-In-One delivered
2022 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.
We are starting to see signs of exiting the pandemic
in the US, as COVID-19 cases and hospitalisations
decline and pandemic restrictions are lifted. It
is expected that vaccination rates, treatments,
and prior infections will make the coronavirus
more manageable in 2022. There are a number
of US government funding indicatives in place for
telehealth, which may create a favourable market
environment for Oneview.
We are actively engaged in strategic conversations
with major US health systems who are contemplating
ways in which bedside technology can be used to
augment physical nursing. Due to the cancellation
of many IT projects in 2021, some health systems are
looking to redeploy unused funds for re-prioritised
projects in 2022. As health systems recover from
the latest wave of the pandemic and chronic
absenteeism, they are turning their attention to
robust long-term structural investments in care
experience platforms. A recurring theme is the
ways in which technology can be leveraged to
decrease the strain on nurses and other healthcare
professionals, so that they can focus on tasks that
technology cannot address.
There was a fallow period in 2020 and early 2021
whilst hospitals were prioritising the immediate
fallout of the pandemic, where very few inbound
Requests for Information (RFIs) and Requests for
Proposal (RFPs) were received. However, the rate
of inbound RFIs and RFPs has accelerated steadily
in the latter part of 2021, despite the ongoing
pandemic. At this time, there are 14,259 beds in
RFP/RFI for which we are still awaiting decisions
The Company implemented an Economic, Social
and Governance (ESG) reporting framework in the
year, with easy to interpret reporting available on its
website. The benefits of solid reporting in this space
can include greater access to investors, the ability
to work with top global firms and being attractive to
the best and brightest talent. We believe that, as
a provider of digital tools for patients, families and
caregivers which improves the care experience,
we are providing a solution for a global social issue.
legal advice,
Following comprehensive
the
Company launched a legal claim 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 hearing in the Supreme Court of Victoria,
Commercial Court between Oneview Healthcare
Pty. Ltd and Regis Aged Care Pty. Ltd. directed both
parties to mediation. The mediation concluded
without a resolution between the parties. Oneview
is in the process of re-listing the proceedings for final
hearing.
Our people continue to be our greatest strength
and 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.
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
advocacy and 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 26 October 2021.
Base fees
Chairman
Other non-executive Directors
Post employment benefits
Chairman
Other non-executive Directors
Page 14
a. Non-executive Directors’ fees
remuneration was
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.
fees are determined
Non-executive directors’
within an aggregate directors’ fee pool limit, which
is periodically recommended for approval by
shareholders. The maximum currently stands at AUD
$750,000 (€480,307) total pool per annum, as set out
in the Company’s prospectus issued on 19 February
2016.
The following fees have been applied:
1 January 2021 to
31 December 2021
1 January 2020 to
31 December 2020
€
45,398
119,948
-
-
€
43,206
86,412
-
-
165,346
129,618
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. A bonus of €225,000 was awarded to the
CEO in respect of 2021 (2020:€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.
2. Details of remuneration
i. Remuneration of Directors
Short-term
benefits
Salary &
fees
Bonus
Other
cash
benefits
Sub
Total
Post
employment
benefits
€
45,398
29,152
45,398
45,398
165,346
-
206,6673
206,667
€
-
-
-
-
-
-
€
-
-
-
-
-
-
225,000
225,000
6,408
6,408
€
45,398
29,152
45,398
45,398
165,346
-
438,075
438,075
€
-
-
-
-
-
-
23,034
23,034
2021
Total
2020
Total
€
45,398
29,152
45,398
45,398
€
43,206
-
43,206
43,206
165,346
129,618
-
783,6603
461,109
279,5453
461,109
1,063,205
372,013
225,000
6,408
603,421
23,034
626,455
1,192,823
Michael Kaminski
Nashina Asaria
Lyle Berkowitz
Joseph Rooney
Sub-total – non-
executive Directors
Mark McCloskey1
James Fitter
Total Executive
Directors
Total2
Mark McCloskey retired from the Company and the Board on 12 November 2020.
Excludes employer-based taxes of €5,016 (2020 €5,594).
In order to assist the Group to preserve cash reserves and reduce operating expenses, James Fitter sacrificed €93,333 (2020: €44,167) of his salary in
1.
2.
3.
2021 and Mark McCloskey sacrificed €27,500 of his salary in 2020. The portion of foregone salary was paid by an equivalent value in RSUs awarded.
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 16
Michael Kaminski
Joseph Rooney
Lyle Berkowitz
Nashina Asaria
Sub-total – non-executive Directors
Mark McCloskey
James Fitter
Sub Total Executive Directors
Total
2021
2020
€
10,961
5,354
5,354
15,366
37,035
-
398,534
398,534
€
38,889
62,937
33,942
-
135,768
42,258
91,182
133,440
435,569
269,208
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
Nashina Asaria
Mark McCloskey
James Fitter
Fixed Remuneration
At Risk
2021
%
81%
89%
89%
65%
-
54%
59%
2020
%
53%
41%
56%
N/A
95%
75%
82%
2021
%
19%
11%
11%
35%
-
46%
41%
2020
%
47%
59%
44%
N/A
5%
25%
18%
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.
James Fitter, CEO and Executive
Director
James Fitter
is employed as CEO under an
employment contract with a Oneview group
company.
James’ remuneration package is comprised of
a base salary of €300,000 per annum, an annual
discretionary bonus of up to 100% of base salary
and participation in the Group Restricted Share Plan
(RSP), 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 20% of his contracted cash salary with that
portion to be received in RSUs. As such, €60,000 of
Page 17
the salary payable to James Fitter for 2022 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)
The Board adopted an Employee Share Option Plan
(ESOP) effective from 1 October 2013. Under the ESOP,
options over shares may be offered to executive
directors, non-executive directors, employees and
consultants of companies within the Oneview group.
Any offers are made entirely at the discretion of the
Remuneration and Nomination Committee. During
the year, 250,000 share options were granted to the
Chairman, Michael Kaminski, with an exercise price
of A$1.19 per option. The vesting period is 3 years
from date of the grant subject to continuing services
as Chairman throughout the vesting period. The fair
value of the award at time of grant was €1,159. No
other Director had any outstanding options as at 31
December 2021.
Page 18
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. The Directors’ RSU
shares vested or lapsed as follows:
Award
Date
Recipient
Number of
RSU’s
Vested
2021
Vested
2020
Vested
2019
Vested
2018
Vested
2017
Vesting
Term
Conditions
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
Sub total
Lapsed
Outstanding at 31 December 2021
-
-
-
-
-
-
200,000
525,510
205,910
274,560
102,960
1,308,940
528,520
525,510
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
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 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.
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
2,127,660
(2,127,660)
12 November 2020
Joseph Rooney
1,063,830
(1,063,830)
12 November 2020
Dr Lyle Berkowitz
1,063,830
(1,063,830)
-
-
-
-
-
-
26 October 2021
Michael Kaminski
26 October 2021
Nashina Asaria
26 October 2021
Nashina Asaria
26 October 2021
Joseph Rooney
26 October 2021
Dr Lyle Berkowitz
263,158
131,579
666,666
131,579
131,579
1 August 2019
James Fitter
1,000,000
-
-
-
-
-
-
263,158
131,579
666,666
131,579
131,579
1,000,000
Page 19
Vesting
Term
1 Year
1 Year
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
Continued board appointment
Continued board appointment
3 Years
Continued board appointment
1 Year
1 Year
n/a
Continued board appointment
Continued board appointment
3 successive quarters of
positive EBITDA & continuing
employment, expiring 1 August
2022
12 November 2020
James Fitter
4,075,000
(4,075,000)
-
1 Years
Continued employment
12 November 2020
James Fitter
4,000,000
26 October 2021
James Fitter
26 October 2021
James Fitter
244,737
1,223,684
26 October 2021
James Fitter
9,000,000
-
-
-
-
4,000,000
n/a
244,737
1,223,684
1 Year
1 Year
3 successive quarters of
positive EBITDA & continuing
employment, expiring 31
December 2022
Continued employment
Recurring revenue targets to be
achieved
9,000,000
1 - 3 Years
CUFS price performance
Total
26,299,773
(9,506,791)
16,792,982
On behalf of the board
Dr Lyle Berkowitz
Chairman of the
Remuneration Committee
30 March 2022
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 2021.
Page 21
1. Principal activity, key performance
4. Financial risk management
indicators, business review and
future developments
The principal activity of the Group is the development
and sale of software for the healthcare sector and
the provision of related consultancy services.
The Group’s key performance indicators are:
•
recurring revenue;
• number of live beds.
The directors report that revenue for the year from
continuing operations amounted to €9,731,894 (2020:
€7,101,982). Recurring revenue for the year amounted
to €5,351,346 (2020: €5,107,783), an increase of 5%
and continues to grow as the company deploys
incrementally across its increasing client base.
For further details on key performance indicators, see
the CEO report on page 9.
As at 31 December 2021, the Oneview Inpatient
solution was live in 9,467 beds with a further 2,335
beds contracted but not yet installed.
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
derivative transactions during 2021 or 2020.
5. Results and dividends
The loss for the year amounted to €8,185,019 (2020:
loss of €9,454,463). 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 2021 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.
2. Financial activities
8. Political contributions
the year,
the Company
During
successfully
conducted placements which raised A$21 million
(€13.4 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.
The Group and Company did not make any
disclosable political contributions during the year.
9. Research and development
The Group is involved in research and development
activities and during the year incurred €Nil (2020:
€199,771) in development costs that were capitalised
and a further €3,241,974 (2020: €3,407,169) of
development 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, December
2020 and December 2021. As at 31 December 2021,
the Group had cash balances of €15.2 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 over the prior years, 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, such as expected revenue growth, cash
outflows, impact of COVID 19 and other external
factors, 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$21 million
in equity
fundraisings during the year.
(€13.4 million)
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
Group has rescheduled postponed installations and
also obtained a number of new contracts. The Group
has increased its sales and marketing capabilities
to exploit first mover advantage of its new Cloud
product and revenue is expected to increase as a
result.
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.
11.
Audit committee
The Group has established an Audit Committee with
responsibility for assisting the board of the Company
in fulfilling its corporate governance and oversight
responsibilities in relation to the Company’s financial
reports and financial reporting process and internal
control structure, risk management systems (financial
and non financial) and the external statutory audit
process. The Committee meets on a regular basis to:
Page 2 2
• review and approve financial reports; and
• review the effectiveness of the Company’s
compliance and risk management functions.
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
compliance with
relevant
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.
15. Auditor
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
• review and approve internal audit and external
statutory audit plans;
James Fitter
Director
Joseph Rooney 30 March 2022
Director
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 2022
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
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 directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the
Group’s and Company’s ability to continue to
adopt the going concern basis of accounting
included considering 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 over the going concern period, including
assessing the reasonableness of the Group’s and
Company’s revenue targets and expected cash
burn.
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 or the
Company’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.
responsibilities and
Our
responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
the
We have audited the financial statements of
Oneview Healthcare plc (the Company) and its
consolidated undertakings (the Group) for the year
ended 31 December 2021 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,
in equity,
statement of changes
Company
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 2021
and of the Group’s loss for the year then ended;
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 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, 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
Page 26
2. Key audit matters: our assessment of risks
of material misstatement
forming our opinion thereon, and we do not provide
a separate opinion on these matters.
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
In arriving at our audit opinion above, including the
Parent Company audit opinion, the Parent Company
key audit matter was as follows (unchanged from
2020):
Valuation of Investment in subsidiaries and expected credit losses of Intercompany Loans and Receivables €41.2 million
(2020: €39.5 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
investment
The Parent Company’s
in
subsidiaries and intercompany loans and
receivables make up 80% of total assets
(by value). We do not consider there
to be a significant risk of error related to
the Company’s investment in subsidiaries
and intercompany loans and receivables,
or to be subject to a significant level of
judgements or estimation due to the
Group’s market capitalisation. However,
due to their materiality in the context of
the Company financial statements and
as the Group as a whole is currently loss
making, they are considered an area
of audit focus and of significance to
the audit of the financial statements.
For
this
considered
the audit of
these
reason,
key audit matters
were
in
the parent company.
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 impairment process, including where
relevant, the process relating to the development of projected financial
information;
assessing the appropriateness of company’s
review,
including the consideration of any indicators of impairment, and the
assessment of the significant data inputs, such as market capitalisation,
against externally derived sources;
comparing the value of the Parent Company’s investment in subsidiaries
and intercompany loans and receivables as at 31 December 2021 to the
Group’s market capitalisation at the same date;
the appropriateness,
considering
accounting standards, of the relevant disclosures.
in accordance with
impairment
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.
3. Our application of materiality and an
overview of the scope of our audit
assist us determine what risks were significant risks
and the procedures to be performed.
The materiality for the Group financial statements
as a whole was set at €0.16 million (2020: €0.16
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% (2020: 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 Committee
all corrected and uncorrected misstatements we
identified through our audit with a value in excess of
€0.01 million (2020: €0.01 million), in addition to other
identified misstatements that warranted reporting
on qualitative grounds. We applied materiality to
for
Materiality
the parent company financial
statements as a whole was set at €0.50 million
(2020: €0.43 million), determined with reference to
a benchmark of net assets of the parent company,
of which it represents 1% (2020: 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.
(2020: nine)
the group’s nine
reporting
Of
components, we subjected six (2020: 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.
Page 27
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.
John Corrigan
for and on behalf of
KPMG
30 March 2022
Chartered Accountants, Statutory Audit Firm
1 Stokes Place, St Stephen’s Green, Dublin 2
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 Section 305 to 3012 of the
Act are not made. We have nothing to report in this
regard.
2. Respective responsibilities and restrictions
on use
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
Financial Report
Consolidated Statement of Total Comprehensive Income
for the year ended 31 December 2021
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 (loss)/income
Items that will or may be reclassified to profit or loss
Foreign currency translation differences on
foreign operations (no tax impact)
Note
2021
€
2020
€
2
9,731,894
7,101,982
(4,424,129)
(2,378,489)
5,307,765
4,723,493
(2,278,120)
(1,562,533)
(7,856,186)
(7,326,700)
(3,303,455)
(3,430,783)
5
-
(1,150,654)
3,4
(8,129,996)
(8,747,177)
6
6
7
8
8
(118,617)
(636,345)
120,317
267
(8,128,296)
(9,383,255)
(56,723)
(71,208)
(8,185,019)
(9,454,463)
(8,185,019)
(9,454,463)
(0.02)
(0.02)
(0.05)
(0.05)
(172,958)
315,109
Other comprehensive (loss)/income, net of tax
(172,958)
315,109
Total comprehensive loss for the year
(8,357,977)
(9,139,354)
The total comprehensive loss for the year is entirely attributable to equity holders of the Group.
The notes on pages 36 to 65 are an integral part of these condensed consolidated interim financial statements.
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2022
Consolidated Statement of Financial Position
as at 31 December 2021
Page 3 0
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
Total equity and liabilities
Note
2021
€
2020
€
9
10
13
12
13
2
18
18
18
18
478,767
699,325
1,282,885
1,649,840
603,526
636,317
2,365,178
2,985,482
686,079
236,633
2,538,334
3,964,480
309,466
12,374
248,766
7,116
15,175,985
6,804,367
18,722,238
11,261,362
21,087,416
14,246,844
518,477
394,589
120,071,867
106,785,298
(2,586)
4,200
94,254
(2,586)
4,200
267,212
(1,351,842)
(1,351,842)
17
4,344,439
3,813,324
(113,778,692)
(105,841,482)
9,900,117
4,068,713
16
15
14
16
838,007
1,183,750
54,564
271,249
892,571
1,454,999
9,886,584
8,336,632
366,690
41,454
328,300
58,200
10,294,728
8,723,132
11,187,299
10,178,131
21,087,416
14,246,844
The notes on pages 36 to 65 are an integral part of these condensed consolidated interim financial statements.
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2022
Company Statement of Financial Position
as at 31 December 2021
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
Page 31
Note
11
13
2021
€
2020
€
7,673,750
6,520,113
19,175,343
17,829,993
26,849,093
24,350,106
13
14,273,583
15,128,037
10,366,977
4,332,262
24,640,560
19,460,299
51,489,653
43,810,405
18
18
18
18
17
518,477
394,589
120,071,867
106,785,298
(2,586)
4,200
(2,586)
4,200
4,344,439
3,813,324
(74,832,923)
(67,753,855)
50,103,474
43,240,970
14
1,386,179
569,435
1,386,179
569,435
51,489,653
43,810,405
The notes on pages 36 to 65 are an integral part of these condensed consolidated interim financial statements.
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2022
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
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 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 1 January 2021
394,589 106,785,298
(2,586)
4,200
(1,351,842)
3,813,324
267,212
(105,841,482)
4,068,713
Loss for the year
Foreign currency translation
Total comprehensive loss
-
-
-
-
-
-
Transactions with
shareholders
Issue of ordinary shares
90,741
13,268,842
Share based compensation
to employees
Share based compensation
to non-employees
Vesting of restricted share
unit awards
Exercise of options
Vesting of share award
Transfer to retained earnings
in respect of expired options
-
-
26,786
111
6,250
-
-
-
-
17,727
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,242,982
330,641
(775,353)
(4,267)
(242,030)
(20,858)
-
(8,185,019)
(8,185,019)
(172,958)
-
(172,958)
(172,958)
(8,185,019)
(8,357,977)
-
-
-
-
-
-
-
(692,905)
12,666,678
-
-
1,242,982
330,641
748,567
-
4,267
17,838
235,780
20,858
-
-
As at 31 December 2021
518,477
120,071,867
(2,586)
4,200
(1,351,842)
4,344,439
94,254
(113,778,692)
9,900,117
The notes on pages 36 to 65 are an integral part of these condensed consolidated interim financial statements.
Page 3 3
Company Statement of Changes in Equity
for the year ended 31 December 2021
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share
based
payment
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
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)
(9,454,128)
(9,454,128)
(563,497)
4,810,987
-
717,851
363,330
90
-
(9,154)
9,154
As at 1 January 2021
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*
Transactions with shareholders
-
-
Issue of ordinary shares
90,741
13,268,842
Share based compensation
Share based compensation to
non-employees
Vesting of restricted share unit
awards
Exercise of options
Vesting of share award
Transfer to retained earnings in
respect of expired options
-
-
26,786
111
6,250
-
-
-
-
17,727
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,242,982
330,641
(7,326,877)
(7,326,877)
(692,905)
12,666,678
-
1,242,982
(68,758)
261,883
(775,353)
748,567
-
(4,267)
(242,030)
(20,858)
4,267
235,780
20,858
17,838
-
-
As at 31 December 2021
518,477
120,071,867
(2,586)
4,200
4,344,439
(74,832,923)
50,103,474
* Loss and total comprehensive income for the year includes an impairment provision against inter-company receivables of €8,556,376 (2020: €5,717,659).
The notes on pages 36 to 65 are an integral part of these condensed consolidated interim financial statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2021
Cash flows from operating activities
Receipts from clients
Payments to employees and suppliers
Finance charges paid
Interest received
Research and development tax credit received
Income tax (paid)/refunded
Page 3 4
Note
2021
€
2020
€
11,688,222
7,287,224
(16,111,455)
(16,019,393)
(118,617)
(137,767)
87
267
638,258
1,040,337
(123,290)
12,826
Net cash used in operating activities
21
(4,026,795)
(7,816,506)
Cash flows from investing activities
Purchase of property, plant and equipment
Acquisition of intangible assets
10
9
(65,263)
(49,584)
-
(199,771)
Net cash used in investing activities
(65,263)
(249,355)
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid
Repayment of loan by former director
Repayment of lease liabilities
13,377,421
5,374,574
(871,446)
(245,523)
-
252,469
20
(287,032)
(307,811)
Net cash provided by financing activities
12,218,943
5,073,709
Net increase/(decrease) in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
8,126,885
(2,992,152)
244,733
(466,301)
6,804,367
10,262,820
Cash and cash equivalents at end of financial year
15,175,985
6,804,367
The notes on pages 36 to 65 are an integral part of these condensed consolidated interim financial statements.
Page 3 5
Company Statement of Cash Flows
for the year ended 31 December 2021
Net cash used in operating activities
21
(6,642,559)
(5,088,348)
Note
2021
€
2020
€
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 in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
13,377,421
5,374,574
(871,446)
(245,523)
-
252,469
12,505,975
5,381,520
5,863,416
293,172
171,299
(195,052)
4,332,262
4,234,142
Cash and cash equivalents at end of financial year
10,366,977
4,332,262
The notes on pages 36 to 65 are an integral part of these condensed consolidated interim financial statements.
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 2021 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 2021. 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
€7,326,877 (2020: €9,454,128).
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, December
2020 and December 2021. As at 31 December 2021,
the Group had cash balances of €15.2 million.
the Group’s ability
At the date of signing of the financial statements,
to
management assessed
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 over the prior years, 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, such as expected
revenue growth, cash outflows, impact of COVID
19 and other external factors, 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$21 million (€13.4 million)
in equity
fundraisings during the year.
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
Group rescheduled postponed installations and also
obtained a number of new contracts. The Group
has increased its sales and marketing capabilities
to exploit first mover advantage of its new Cloud
product and revenue is expected to increase as a
result.
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
Judgements
Page 37
Information about critical judgements in applying
accounting policies that have the most significant
effect on
the
consolidated financial statements is included in the
following note:
the amounts
recognised
in
The following new standards, interpretations and
standard amendments became effective for the
Group as of 1 January 2021:
Trade and other receivables (note 13)
•
• Leases (note 16)
Assumptions and estimation uncertainties
• 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)
Information about assumptions and uncertainties
as at 31 December 2021 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:
These new standards, interpretations and standard
amendments did not result in a material impact on
the Group or Company’s results.
• Financial assets - Company (note 11)
• Parent company asset carrying values (note 13)
Standards issued but not yet effective
A number of new standards are effective for annual
periods beginning after 1 January 2022 and earlier
application is permitted; however, neither the
Group or Company 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:
• Classification of liabilities as current or non-
current (Amendments to IAS 1)
• Disclosure of Accounting Policies (Amendments
to IAS 1 and IFRS Practice Statement 2)
• Definition of Accounting Estimate (Amendments
to IAS 8)
• Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
(Amendments to IFRS 10 and IAS 28)
Use of estimates and judgements
statements
The preparation of financial
in
conformity with IFRS requires management to make
judgements, estimates and assumptions that affect
the application of policies and reported amounts of
assets and liabilities, income and expenses. Estimates
and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimates
are revised and in any future periods affected.
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.
b. Transactions eliminated on consolidation
transactions,
inter-company balances and
All
including unrealised profits arising
intra-
from
Group transactions, have been eliminated in full.
Unrealised losses are eliminated in the same manner
as unrealised gains except to the extent that there is
evidence of impairment.
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. 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.
i.
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.
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.
Page 3 8
Revenue is recognised rateably over the life of the
contract and commences following completion of
user acceptance testing (UAT) by the client.
ii. 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.
iii. 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.
iv. 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.
v. Services income
Installation and professional services revenue is
earned from fees charged to deploy the Oneview
Solution and install hardware at client sites. If the
service is on a contracted time and material basis,
then the revenue is recognised as and when the
services are performed. If it is a fixed fee, then the
professional services
recognised by
reference to the stage of completion accounting
revenue
is
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
Deferred
liabilities are
measured at the tax rates that are expected to apply
in the year when the asset is expected to be realised
or the liability to be settled. Deferred tax assets are
recognised for all deductible differences, carry
forward of unused tax credits and unused tax losses,
to the extent that it is probable that taxable profit will
be available against which the deductible temporary
differences and the carry forward of unused tax credits
and unused tax losses can be utilised. The carrying
amount of deferred income tax assets is reviewed at
each reporting date and derecognised to the extent
that it is no longer probable that sufficient taxable
profit would be available to allow all or part of the
deferred income tax asset to be utilised.
g. Property, plant and equipment
Property, plant and equipment are stated at cost, less
accumulated depreciation and impairment losses.
Depreciation is calculated on a straight line basis
Page 39
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:
Capitalised development costs
straight line
5 years
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 government 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
Page 4 0
Net realisable value is the estimated proceeds of sale,
less all further costs to completion, and less all costs
to be incurred in marketing, selling and distribution.
Estimates of realisable value are based on the most
reliable evidence available at the time the estimates
are made.
m. Employee Benefits
Defined contribution plans and other long term
employee benefits
A defined contribution plan is a post-employment
benefit plan under which the company pays fixed
contributions into a separate entity and has no legal
or constructive obligation to pay further amounts.
Obligations for contributions to defined contribution
retirement benefit plans are recognised as an
expense in the profit and loss account in the periods
during which services are rendered by employees.
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.
Cash and cash equivalents comprise cash balances
and cash deposits with an original maturity of three
months or less.
Long term incentive plan (‘LTIP’)
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.
In 2016, the Company established an LTIP Scheme
under which certain employees were granted the
opportunity to participate in this LTIP Scheme, which
contains both performance and service conditions.
The fair value of the employee services received in
exchange for the grant of the ownership interest is
recognised as an expense. The total amount to be
expensed over the vesting period is determined by
reference to the fair value of the awards granted
after adjusting for market based conditions and
non-vesting conditions. Service and non-market
vesting conditions including recurring revenue growth
and number of beds are included in assumptions
about the number of awards that are expected to
become full ownership interests. At each reporting
date, the estimate of the number of awards that
are expected to vest is revised. The impact of the
revision of original estimates, if any, is recognised
in the income statement, with a corresponding
adjustment to equity. The total expense is recognised
over the vesting period which is the period over
which all the specified vesting conditions are satisfied.
Modifications of the performance conditions are
accounted for as a modification under IFRS 2. Where
a modification increases the fair value of the equity
instruments granted, the Group has included the
incremental fair value granted in the measurement of
the amount recognised for the services received over
the remainder of the vesting period.
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 gain/loss
•
•
•
•
• 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.
Page 41
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
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. 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.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or other
financial liabilities. Financial liabilities are classified as
at fair value through profit or loss if the financial liability
is either held for trading or it is designated as such
upon initial recognition.
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 comprises the initial amount of the lease
liability, adjusted for any lease payments made at
or before the commencement date, plus any initial
direct costs. The right of use asset is subsequently
less any accumulated
measured at
depreciation and impairment losses and adjusted for
any remeasurements of the lease liability.
initial cost
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.
2. Segment Information
Page 42
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.
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
the CEO, CFO and Chief Customer 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 fees
Non-recurring revenue:
Hardware
Services income
Total revenue
Revenue attributable to country of domicile and other
material countries:
Ireland (country of domicile)
United States
Australia
Asia
Middle East
Total revenue
2021
€
3,389,226
1,723,197
238,923
5,351,346
3,463,178
917,370
4,380,548
9,731,894
2021
€
4,659
4,489,627
4,695,919
398,335
143,354
9,731,894
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
Page 4 3
Major clients
Revenues from client A totalled €3,121,164 (2020: €1,192,135) and represented 32% (2020: 17%) of total revenues.
Receivables, contract assets and contract liabilities from contracts with clients:
Receivables, which are included in ‘trade and other receivables’
Contract assets
2021
€
809,856
309,466
2020
€
1,813,756
248,766
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 located outside of the country of domicile, primarily in the US. The contract assets are transferred to receivables
when the rights become unconditional. This usually occurs when the Group issues an invoice to the client.
Balance at start of year
Transfers from contract assets recognised at the beginning
of the year to receivables
Increase/(decrease) as a result of changes in the measure
of progress
Increase as a result of additions in the year
Balance at end of year
2021
€
248,766
(68,462)
46,755
82,407
309,466
2020
€
348,666
(83,015)
(102,375)
85,490
248,766
The contract liabilities primarily relate to the Group’s performance obligations for work billed but not completed at the reporting date.
Balance at start of year
Transfers from deferred income at the beginning of the
year to profit or loss
Increase as a result of additions in the year
Balance at end of year
2021
€
3,367,795
(2,927,420)
2,893,314
3,333,689
2020
€
3,953,091
(3,305,135)
2,719,839
3,367,795
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
Depreciation of property, plant and equipment
Foreign exchange (gain)/loss
2021
€
2,666
220,082
460,809
(120,230)
2020
€
16,069
256,124
423,474
498,578
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
79 (2020: 81).
2021
2020
Number
Number
Page 4 4
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
9
61
9
79
10
61
10
81
2021
€
2020
€
5,736,478
7,345,272
613,490
830,486
-
(199,771)
1,242,982
344,429
717,851
281,811
(199,411)
(354,226)
(24,706)
(171,893)
7,713,262
8,449,530
The Group’s US subsidiary was in receipt of a Paycheck Protection Program Loan in 2021 and 2020. The loans were 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 in 2021 and 2020.
Directors’ remuneration
Short-term employee benefits
Termination payments
Post-employment benefits
Intrinsic value on exercise
Total compensation
2021
€
2020
€
603,421
648,812
-
23,034
1,159,918
410,000
134,011
1,520
1,786,373
1,194,343
The share based payment fair value charge in respect of directors for the year ended 31 December 2021 was €435,570 (2020:
€269,208).
Key management personnel are deemed to be comprised of all board members, the CFO and the Chief Customer Officer. Total
remuneration for key management personnel in 2021 was €2,152,245 (2020: €1,600,761).
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.
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
Page 4 5
2021
€
(21,548)
-
(94,939)
(2,130)
2020
€
(13,497)
(498,578)
(124,227)
(43)
(118,617)
(636,345)
120,230
87
120,317
-
267
267
The components of the income tax charge for the years ended 31 December 2021 and 2020 were as follows:
Current tax expense
Foreign tax for the year
Income tax charge in Consolidated statement of
total comprehensive income
2021
€
(56,723)
(56,723)
2020
€
(71,208)
(71,208)
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
2021
€
2020
€
(8,128,296)
(9,383,255)
12.5%
12.5%
Tax at Irish standard tax rate
(1,016,037)
(1,172,907)
Tax effect of permanent items
Losses for which no deferred tax is recognised
Effect of foreign tax
Income taxed at higher rate
Non-taxable (profits)/losses
Total tax charge
78,072
1,211,779
16,720
56,887
(290,698)
56,723
466,709
556,189
57,498
136,999
26,720
71,208
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 €12,943,179 (31 December 2020: €11,731,400). 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 2021 and 2020 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
2021
€
11,731,400
(235,229)
276,638
1,170,370
Page 46
2020
€
11,121,701
(213,123)
236,796
586,026
Total unrecognised deferred taxation asset
12,943,179
11,731,400
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
2021
€
2020
€
(8,185,019)
(9,454,463)
431,345,276
186,248,903
(0.02)
(0.05)
2021
No.
2020
No.
394,588,636
175,287,233
36,756,640
10,961,670
Weighted average number of ordinary shares at 31 December
431,345,276
186,248,903
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
2021
€
2020
€
(8,185,019)
(9,454,463)
431,345,276
186,248,903
(0.02)
(0.05)
2021
No.
2020
No.
394,588,636
175,287,233
36,756,640
10,961,670
Weighted average number of ordinary shares at 31 December
431,345,276
186,248,903
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 560,836,468 (2020: 429,209,535). The weighted average number of ordinary shares, including potentially dilutive
shares, is 474,947,992 (2020: 199,816,079).
9. Intangible assets
Cost
At 1 January 2020
Additions
Foreign exchange translation differences
Page 47
Software
Development
costs
Total
€
€
€
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
At 1 January 2021
Additions
Foreign exchange translation differences
208,637
5,213,747
5,422,384
-
7,048
-
-
-
7,048
At 31 December 2021
215,685
5,213,747
5,429,432
Accumulated amortisation and impairment losses
At 1 January 2020
Amortisation
Foreign exchange translation differences
At 31 December 2020
At 1 January 2021
Amortisation
Foreign exchange translation differences
At 31 December 2021
Carrying amount
At 1 January 2020
At 31 December 2020
At 31 December 2021
Amortisation & Impairment losses
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
208,161
2,666
4,858
4,514,898
220,082
-
4,723,059
222,748
4,858
215,685
4,734,980
4,950,665
13,620
476
-
755,202
698,849
768,822
699,325
478,767
478,767
Amortisation expense of €222,748 (2020: €272,193) has been charged in product development and delivery expenses in the Consolidated
statement of comprehensive income.
Page 4 8
10. Property, plant and equipment
Fixtures, fittings
and equipment
€
Land and
Buildings*
€
Total
€
Cost
At 1 January 2020
Additions during the year
Foreign exchange translation differences
At 31 December 2020
At 1 January 2021
Additions during the year
Modification
Disposals
Foreign exchange translation differences
At 31 December 2021
Depreciation
At 1 January 2020
Charge for the year
Foreign exchange translation differences
At 31 December 2020
At 1 January 2021
Charge for the year
Modification
Disposal
Foreign exchange translation differences
At 31 December 2021
Net book value
At 1 January 2020
At 31 December 2020
At 31 December 2021
1,390,325
49,584
(28,322)
1,411,587
1,411,587
65,263
-
-
30,486
1,507,336
1,006,677
157,574
(20,518)
1,143,733
1,143,733
116,396
-
-
23,538
1,283,667
383,648
267,854
223,669
1,951,195
3,341,520
78,834
(46,382)
128,418
(74,704)
1,983,647
3,395,234
1,983,647
3,395,234
-
(13,048)
(24,143)
56,460
65,263
(13,048)
(24,143)
86,946
2,002,916
3,510,252
341,498
265,900
(5,737)
1,348,175
423,474
(26,255)
601,661
1,745,394
601,661
344,413
(2,130)
(14,740)
14,496
1,745,394
460,809
(2,130)
(14,740)
38,034
943,700
2,227,367
1,609,697
1,993,345
1,381,986
1,649,840
1,059,216
1,282,885
* 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 49
2021
€
2020
€
6,520,113
1,153,637
5,938,029
582,084
7,673,750
6,520,113
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 2021, 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 No: AG-PF-38
AG Tower
Plot No: JLT-PH1-I1A
Jumeirah Lakes Towers
Dubai
UAE
603, Level 6
45 Jones Street
Ultimo
NSW 2007
603, Level 6
45 Jones Street
Ultimo
NSW 2007
Empire Tower, 47th Floor
1 South Sathorn Road
Bangkok
10120, Thailand
2021
100%
2020
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%
2021
2020
€
€
12. Inventories
Investment in Group companies – including share based payments:
Share based payments charge/(credit) relating to subsidiary entity employees
At start of year
At end of year
6,520,113
1,153,637
5,938,029
582,084
7,673,750
6,520,113
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 2021, the company had the following subsidiary undertakings:
Finished goods
Page 5 0
Group
Company
2021
€
2020
€
686,079
236,633
686,079
236,633
2021
2020
€
-
-
€
-
-
The carrying value of inventories are not higher than their realisable value. The cost of inventories charged to cost of sales through profit or
loss during the year was € 2,723,941 (2020: €1,195,456).
13. Trade and other receivables
Group
Company
Amounts falling due within one year:
Trade receivables
809,856
1,813,756
2021
€
2020
€
2021
2020
€
-
€
-
Prepaid expenses and other current assets
998,891
1,409,277
355,443
294,695
Research and development tax credit
Amounts due from group companies1
Amount due from Oneview Limited3
VAT recoverable
Amounts falling due after more than one year:
632,829
668,086
-
-
-
-
-
-
96,758
73,361
13,412,489
14,325,134
500,399
5,252
500,399
7,809
2,538,334
3,964,480
14,273,583
15,128,037
Research and development tax credit
Amounts due from Group Companies2
603,526
636,317
-
-
-
-
19,175,343
17,829,993
3,141,860
4,600,797
33,448,926
32,958,030
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 2025.
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.
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 2020
Advances to subsidiary undertakings and other movements
At 31 December 2020
At 1 January 2021
Advances to subsidiary undertakings and other movements
At 31 December 2021
Provision for impairment
At 1 January 2020
Increase in provision
At 31 December 2020
At 1 January 2021
Increase in provision
At 31 December 2021
Carrying amount
At 1 January 2020
At 31 December 2020
At 31 December 2021
Provision for impairment
Page 51
Total
€
68,871,151
4,309,714
73,180,865
73,180,865
7,643,731
80,824,596
53,138,072
5,717,659
58,855,731
58,855,731
8,556,376
67,412,107
15,733,079
14,325,134
13,412,489
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 management’s 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 2021 and determined
that an impairment charge of €8,556,376 (2020: €5,717,659) 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 2021
As at December 2020
Less than
30 days
Between
31-60 days
Between
61-90 Days
More than
90 days
Credit
Impaired
Total
€
€
749,278
21,965
1,320,900
462,755
€
9,340
30,101
€
29,273
-
€
-
-
€
809,856
1,813,756
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 2021, a significant portion of the trade receivables related to a limited
number of clients as follows: Client A 23% (2020: 24%), Client B 22% (2020: 22%) and Client C 18% (2020: 21%).
The carrying amounts of the Group’s trade receivables is denominated in the following currencies:
US Dollar
Australian Dollar
AED
Euro
Thai Baht
Page 52
2020
€
1,082,858
627,606
19,953
5,637
77,702
2021
€
541,163
213,781
54,912
-
-
809,856
1,813,756
14. Trade and other payables (current)
Trade payables
Payroll related taxes
Superannuation
Group
Company
2021
€
2020
€
2021
€
843,727
1,161,786
63,916
2,750,146
834,201
429,060
41,258
31,537
-
2020
€
90,628
8,951
-
Other payables and accruals
2,773,455
2,720,391
416,879
469,513
VAT payable
Deferred income
R&D tax credit – deferred grant income
Amounts due to group companies
78,924
149,935
3,279,125
3,096,546
119,949
342,236
-
-
-
-
-
-
-
-
476,324
343
9,886,584
8,336,632
1,386,179
569,435
Included within payroll related taxes due at 31 December 2021 is €2,706,000 relating to the Irish Revenue Commissioner Debt Warehousing
scheme for the period May 2020 to December 2021.
15. Deferred Income (non-current)
Deferred income
16. Lease Liabilities
Current
Non-current
Group
2021
€
2020
€
54,564
271,249
Company
2021
2020
€
-
€
-
Group
2021
€
2020
€
366,690
328,300
838,007
1,183,750
1,204,697
1,512,050
Company
2021
2020
€
-
-
-
€
-
-
-
Page 5 3
17. Share-based payments
At 31 December 2021, 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% in 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
2021
Weighted average
exercise price 2021
Number of options
2020
Weighted average
exercise price 2020
Outstanding at 1 January
Forfeited during the year
Exercised during the year
Granted during the year
Outstanding at 31 December
1,415,750
(110,000)
(111,372)
12,641,622
13,836,000
€0.124
€0.125
€0.160
€0.041
€0.048
1,826,000
(447,750)
(90,000)
127,500
1,415,750
Exercisable at 31 December
590,978
€0.151
984,500
€0.160
€0.162
€0.001
€0.030
€0.124
€0.158
The options outstanding at 31 December 2021 had an exercise price in the range of €0.001 to €0.73 (2020: €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
2021
12,641,622
€0.005
€0.030
€0.030
33.0%
2.0%
Nil
Range
€0.003 to €0.006
€0.03 to €0.14
€0.03 to €0.73
33.0%
2.0%
3 - 4 years
2020
127,500
€0.007
€0.030
€0.030
33.0%
2.0%
Nil
Range
€0.007 to €0.007
€0.03 to €0.03
€0.03 to €0.03
33.0%
2.0%
3 - 4 years
Operating loss for the year ended 31 December 2021 is stated after charging €76,893 in respect of the Employee Share Option Program
(2020: €92,338) 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 4
Award Date
Awarded 16 March 2016
Vested
Lapsed
Total outstanding RSU’s
Number of instruments
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 2021, is stated after a € Nil charge in respect of the Restricted Share Unit plan (2020: €Nil)
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.
Balance at start of year
Granted
Vested
Lapsed
Number of instruments
2021
32,679,639
23,075,740
(26,786,305)
(445,659)
2020
4,126,471
30,604,639
(1,176,471)
(875,000)
Balance at end of year
28,523,415
32,679,639
As at 31 December 2021, 28,523,415 RSU’s were outstanding with a vesting term and performance conditions as follows:
Recipients
Non-Executive Directors
Executive Directors/leadership team
Number of
instruments
1,324,561
6,300,000
Vesting Term
Vesting conditions
1 Year
Continued board appointment
2 – 3 Years
3 successive quarters of positive EBITDA &
continuing employment
Executive Directors/employees
20,898,854
3 Years
Recurring revenue targets/
personal milestones/continued
employment
Total outstanding RSU’s
28,523,415
Operating loss for the year ended 31 December 2021, is stated after charging €1,496,730 in respect of the Restricted Stock Share Unit plan
(2020: €625,513) for non-cash stock compensation expense.
18. Share capital and other reserves – Group and Company
Page 5 5
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
Issued share capital
Ordinary shares
No of ordinary
shares
Par value
of units
Balance at 1 January 2020
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
Share issue – 5 Mar 2021
Share issue – 6 Apr 2021
Exercise of options – 6 Apr 2021
Share issue – 22 Apr 2021
Share issue – 22 Apr 2021
Share issue – 4 May 2021
Exercise of options – 2 Jun 2021
Share issue – 2 July 2021
Exercise of options – 6 July 2021
Share issue – 13 Sept 2021
Share issue – 22 Nov 2021
Share issue – 22 Nov 2021
Share issue – 9 Dec 2021
Share issue – 22 Dec 2021
175,287,223
40,000
1,176,471
43,606,988
50,000
174,427,954
394,588,636
5,275,000
4,325,000
3,874
6,250,000
16,666,666
7,824,319
7,498
300,000
100,000
200,000
4,255,320
65,019,787
4,606,666
9,054,287
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
2021
2020
750,000,000
600,000,000
€0.001
€0.001
420,000
€0.01
420,000
€0.01
€
€
750,000
600,000
4,200
4,200
754,200
604,200
Share
capital
€
Share
premium
€
Total
€
175,288
101,630,025
101,805,313
40
1,176
43,607
50
-
-
40
1,176
1,032,577
1,076,184
-
50
174,428
4,122,696
4,297,124
394,589
106,785,298
107,179,887
5,275
4,325
4
6,250
16,667
7,824
7
300
100
200
4,255
-
-
635
-
5,275
4,325
639
6,250
628,745
645,412
-
1,192
-
15,900
-
-
7,824
1,199
300
16,000
200
4,255
65,020
11,088,311
11,153,331
4,607
9,054
-
4,607
1,551,786
1,560,840
Balance at 31 December 2021
518,477,053
€0.001
518,477
120,071,867
120,590,344
In 2020, 90,000 ordinary shares were issued in respect of 90,000 outstanding share options which were exercised in that year at a strike
price of €0.001 per share.
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,
Page 56
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).
26,786,305 ordinary shares were issued during the year, in respect of 26,786,305 restricted share unit awards which vested during the year
and were issued at a price of €0.001 per share.
111,372 ordinary shares were issued during the year, in respect of 111,372 outstanding share options which were exercised during the year,
at strike prices of €0.16 - €0.17 per share.
On 12 March 2021, the Company entered into an investor awareness agreement with StocksDigital and other investors in StocksDigital’s
extended network. On 15 April 2021, the Directors held an Extraordinary General Meeting of the Company where shareholders voted
in favour of the resolutions tabled. The StocksDigital Agreement is for a period of 18 months commencing 12 March 2021, for which the
Company allotted 6,250,000 CHESS depositary interests (CDIs) over fully paid shares in the Company to StocksDigital in lieu of the payment
of A$375,000 (€242,030) for agreed services to be provided by StocksDigital. In addition, StocksDigital contributed A$1,000,000 (€645,412)
to the Company in subscription for 16,666,666 CDIs, equating to an issue price of A$0.06.
On 15 November 2021, the Company announced to the ASX that it had successfully conducted a conditional placement (“Placement”)
to raise A$20 million (equivalent to approximately €12.7 million), before costs, through the issue of 74,074,074 CHESS depository interests
(“CDIs”) over new fully paid ordinary shares, to new and existing institutional investors. Pursuant to this, on 22 November 2021, the Company
issued 65,019,787 new shares of €0.001 each at a price per share of A$0.27 (equivalent to €0.172). Following shareholder approval at an
Extraordinary General Meeting held on 17 December 2021, on 22 December 2021, the Company issued 9,054,287 new shares of €0.001
each at a price per share of A$0.27 (equivalent to €0.172).
The Company incurred costs of €761,663 associated with the raising of equity share capital funds during the year, and which have been
recorded against retained earnings. The proceeds of these issues will be used to extend Oneview’s first-mover advantage as a best-in-
class cloud based healthcare solution through expansion of sales and marketing capabilities and delivery of new product enhancements;
fund DevOps investment to deliver operational efficiency and expand scalability of Cloud Enterprise; fund working capital requirements,
in particular up-front payments for proven OEM hardware for fulfilling new contract requirements and to provide additional balance sheet
flexibility to facilitate 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 2021, 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.
Reorganisation reserve
During 2012, Oneview Healthcare PLC (“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).
19. Capital and other commitments – Group and Company
There are no capital commitments at the current or prior year end.
Page 57
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.
The Group also leases offices on a short term basis for a period of no longer than 12 months. These leases are short term and, as permitted by IFRS
16, 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.
At start of year
Additions to right-of-use assets
Modification of right-of-use assets
Disposal of right-of-use assets
Depreciation of right-of-use assets
Foreign currency translation differences
At end of year
Additions to right-of-use assets in the prior year 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
2021
€
2020
€
1,381,986
1,609,697
-
78,834
(10,918)
(9,403)
-
-
(344,413)
(265,900)
41,964
(40,645)
1,059,216
1,381,986
2021
€
94,939
27,629
2020
€
124,227
108,499
(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
2021
2020
€
94,939
287,032
€
124,227
307,811
381,971
432,038
21. Reconciliation of net cash used in operating activities
Consolidated
Page 5 8
2021
€
2020
€
Loss for the year after income tax
(8,185,019)
(9,454,463)
Non-cash items
Depreciation
Amortisation of software and development costs
Research and development credit, net
Taxation
Net finance costs
Share based payment expense
Foreign exchange (gain)/loss
Changes in assets and liabilities
Increase in inventories
Decrease/(increase) in trade and other receivables
(Increase)/decrease in contract assets
Decease in deferred income
Increase in trade and other payables
460,809
222,748
423,474
272,193
(792,497)
(630,801)
56,723
118,530
1,573,623
(120,230)
(449,446)
1,390,889
(60,700)
(34,106)
1,395,443
71,208
137,500
717,851
498,578
(1,314)
(1,059,489)
99,900
(585,296)
778,490
Cash used in operating activities
(4,423,233)
(8,732,169)
Finance charges paid
Interest received
Research and development tax credit received
Income tax (paid)/refunded
(118,617)
(137,767)
87
638,258
(123,290)
267
1,040,337
12,826
Net cash used in operating activities
(4,026,795)
(7,816,506)
Reconciliation of movement of liabilities to cash flows arising from financing activities
At 1 January 2020
1,741,027
252,469
1,993,496
Lease liabilities
Loan to former
director
€
Total
€
Repayment of loan
Increase in lease liabilities
Repayment of lease liabilities
At 1 January 2021
Disposal of lease liabilities
Modification of lease liabilities
Repayment of lease liabilities
At 31 December 2021
-
(252,469)
78,834
(307,811)
1,512,050
(9,403)
(10,918)
(287,032)
1,204,697
-
-
-
-
-
-
(252,469)
78,834
(307,811)
1,512,050
(9,403)
(10,918)
(287,032)
1,204,697
Company
Loss for the year after income tax
Non-cash items
Net finance income
Share based payment expense
Impairment charges
Foreign exchange (gain)/loss
Changes in assets and liabilities
Increase in trade and other receivables
Decrease in loan to group company
Increase/(decrease) in trade and other payables
Cash used in operating activities
Finance charges paid
Interest received
Net cash used in operating activities
Page 59
2021
€
2020
€
(7,326,877)
(9,454,128)
(278,067)
419,986
8,556,376
(2,600,341)
(373,081)
135,768
5,717,659
2,840,327
(7,701,922)
917,535
926,527
(4,513,698)
2,819,645
(3,351,214)
(7,086,783)
(6,178,722)
(10,871)
455,095
(5,620)
1,095,994
(6,642,559)
(5,088,348)
22. Financial instruments
Page 6 0
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 and Company’s exposure to significant credit risk relates to cash on deposit and trade receivables (note 13). The Group and
Company 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 €15.2 million at 31 December 2021 (2020: €6.8 million). The Company held cash and cash
equivalents of €10.4 million at 31 December 2021 (2020: €4.3 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 and Company allocate 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 2021
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
2-5
years
More than
5 years
Trade and other payables
(3,617,182)
(3,617,182)
(3,617,182)
€
€
€
€
-
€
-
€
-
Lease liabilities
(1,204,697)
(1,377,883)
(220,617)
(189,403)
(331,719)
(651,911)
€
-
-
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
(3,882,177)
(3,882,177)
(3,882,177)
€
€
€
€
-
€
-
€
-
€
-
Lease liabilities
(1,512,050)
(1,777,196)
(212,265)
(213,368)
(407,473)
(874,207)
(69,883)
Page 61
Company
Year ended 31 December 2021
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
(480,795)
(480,795)
(480,795)
€
€
€
€
-
€
-
€
-
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
(560,141)
(560,141)
(560,141)
€
€
€
€
-
€
-
€
-
€
-
€
-
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 2021:
Cash and cash equivalents
Trade receivables
Trade and other payables
U.S.
Dollar
2021
€
Australian
Dollar
2021
€
4,723,425
2,084,460
541,163
213,781
AED
2021
€
63,013
54,912
Thai
Baht
2021
€
GBP
2021
€
231,101
42,529
-
-
(482,251)
(894,516)
(295,141)
(36,760)
(11,945)
Total transaction risk
4,782,337
1,403,725
(177,216)
194,341
30,584
Foreign exchange gains and losses recognised on the above balances are recorded in “finance (charges)/income”. The total foreign
exchange gain reported during the year ending 31 December 2021 amounted to €120,230 (2020: loss of €498,578).
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
Company
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2021:
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
U.S.
Dollar
2021
€
3,360,148
19,175,343
-
22,535,491
Australian
Dollar
2021
€
441,808
-
(63,577)
378,231
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2020:
U.S.
Dollar
2020
€
1,897,266
17,829,993
(8,360)
19,718,899
Australian
Dollar
2020
€
414,097
-
(161,797)
252,300
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
The following significant exchange rates applied during the year:
Page 62
Pound
Sterling
2021
€
3,074
-
3,074
Pound
Sterling
2020
€
1,675
-
1,675
euro 1: US$
euro 1: A $
euro 1: THB
euro 1: AED
Average Rate
Closing Rate
2021
1.1896
1.5824
37.7969
4.3642
2020
1.1376
1.6561
35.5920
4.1779
2021
2020
1.1326
1.2282
1.5615
37.6530
4.1588
1.6028
36.7682
4.5106
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 €270,000 (2020: €178,000).
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 €329,000 (2020: €146,000).
Page 6 3
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 2021
31 December 2020
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
15,175,985
809,856
15,985,841
15,175,985
809,856
15,985,841
6,804,367
1,813,756
8,618,123
6,804,367
1,813,756
8,618,123
(3,617,182)
(3,617,182)
(3,882,177)
(3,882,177)
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
Loan to Group Company
Financial liabilities
Trade and other payables
31 December 2021
31 December 2020
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
10,366,977
19,175,343
29,542,320
10,366,977
19,175,343
29,542,320
4,332,262
4,332,262
17,829,993
17,829,993
22,162,255
22,162,255
31 December 2021
31 December 2020
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
480,795
480,795
560,141
560,141
For cash, cash equivalents and payables, the carrying value is deemed to reflect fair value, where appropriate. The loan to Group company
has a maturity date of April 2025, however, as the loan was issued in December 2016 and rolled over in 2018 and 2021, the fair value has
been deemed to be the same as the carrying amount.
Page 6 4
23. Related party transactions
The Company considers directors, the CFO, CCO 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 2021
Interest at
31 December 2020
Number of instruments
Number of instruments
James Fitter
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
OV No.1 Pty Ltd (Note 1)
Oneview Healthcare PLC
Ordinary shares €0.001
Michael Kaminski
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Share options
Nashina Asaria
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Lyle Berkowitz
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Joseph Rooney
Oneview Healthcare PLC
Helena D’Arcy
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Ordinary shares €0.001
Restricted Stock Units
Share options
Niall O’Neill
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Share options
13,940,734
15,993,931
4,210,798
2,309,932
263,159
250,000
-
798,245
1,300,818
131,579
3,535,498
131,579
436,667
995,122
30,000
761,111
1,500,000
150,000
9,865,734
9,600,510
4,210,798
1,291,765
2,127,660
-
-
-
788,265
1,063,830
3,591,498
1,063,830
-
716,667
25,000
225,000
1,148,611
150,000
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
31 December 2021
31 December 2020
ASX
Irish
ASX
Irish
29,934,665
29,975,116
19,466,244
19,506,695
In accordance with the Articles of Association at least one third of the directors are required to retire annually by rotation. Joseph Rooney
retired by rotation and was re-elected at the Company’s Annual General Meeting on 26th October 2021.
No other members of management, other than those mentioned above, 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 5
24. Auditor’s remuneration
Audit fees
Tax fees
Other non – audit assurance services
Year ended 31 December 2021
Year ended 31 December 2020
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
Total
€
€
€
€
€
€
110,000
8,151
118,151
110,000
8,482
118,482
5,000
2,000
53,074
58,074
-
2,000
6,000
25,740
45,261
-
51,261
25,740
117,000
61,225
178,225
141,740
53,743
195,483
Audit fees for the Company for the year are included in the amount above and are set at €10,000 (2020: €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 2022.
Page 66
Additional ASX Information
Shareholder Information
As of 18 March 2022, the issued share capital of Oneview Healthcare PLC consists of 518,921,497 ordinary shares of €0.001
each held by 4,576 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 4,576 CDI holders. The top 20 security holders held 370,204,759
CDIs comprising 71% 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
163
1,806
820
1,554
233
4,576
60,121
4,952,450
6,481,787
49,233,393
458,193,746
518,921,497
0.01
0.95
1.25
9.49
88.30
100.00
There were 1,116 shareholders, with a total of 1,773,090 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 67
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
HSBC Custody Nominees (Australia) Limited
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited - A/C 2
Bell Potter Nominees Ltd
HSBC Custody Nominees (Australia) Limited-GSCO ECA
UBS Nominees Pty Ltd
Walling Pty Ltd
Mark McCloskey
James Fitter
BNP Paribas Nominees Pty Ltd Six Sis Ltd
BNP Paribas Noms Pty Ltd
Freshwater Superannuation Pty Limited
HSBC Custody Nominees (Australia) Limited
S3 Consortium Holdings Pty Ltd
Aja Investments Pty Ltd
OV No.1 Pty Ltd 1
CJH Holdings Pty Limited
Kensington Trust Singapore Limited
Michael Kaminski
Alexander James Hill
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
101,827,601
57,125,178
27,742,896
26,973,597
24,001,640
17,272,748
16,216,574
15,050,248
13,940,734
12,577,962
11,128,870
9,537,062
9,062,700
7,400,000
5,731,545
4,210,798
3,238,629
2,606,045
2,309,932
2,250,000
370,204,759
148,716,738
518,921,497
19.6
11.0
5.3
5.2
4.6
3.3
3.1
2.9
2.7
2.4
2.1
1.8
1.7
1.4
1.1
0.8
0.6
0.5
0.4
0.4
71.3%
28.7%
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
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.
Substantial shareholders
As of 18 March 2022, there were 2 shareholders who held a substantial shareholding within the meaning of the Corporations Act. A person
has a substantial holding if the total votes they or their associates have relevant interests in is 5% or more of the total number of votes.
Range
No of CDI’s
% of issued capital
James William Vicars
FIL Investment Management (Hong Kong) Limited/FIL Investments International
117,878,368
49,551,896
22.7%
9.5%
Page 6 8
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 2022 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 69
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 Patient Engagement
Solutions systems offered by existing competitors
(including local operators in specific markets or those
with a greater market share in certain markets),
which have often been in place for a considerable
period of time or have onerous termination clauses,
may determine that it is prohibitively costly and/or
time consuming to adopt the Oneview Solution;
• new competitors, including large global Electronic
Health Records “EHR” corporations or
large
software vendors operating in adjacent industries,
enter the market. These corporations may have
well recognised brands, longer operating histories
or pre-existing contract relationships, or greater
financial and other resources to apply to R&D and
sales marketing, which enable them 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
and
its ability to generate new business. Further,
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.
There is a risk that Oneview is required to fund the hardware
procurement costs where
is unable to negotiate
preferential payment terms with its clients or alternatively
it
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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 or there
are supply chain disruptions, 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
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.
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Exchange rate risk for international
operations
Oneview’s financial reports are prepared in Euro. However,
revenue, expenditure and cashflows, and assets and
liabilities from Oneview’s Australian, U.S., Thailand and
U.A.E operations are denominated in Australian Dollars,
U.S. Dollars, Thai Baht and U.A.E. Dirham, respectively.
Oneview is therefore exposed to the risk of fluctuations
in the Euro against those currencies, and adverse
fluctuations in exchange rates may negatively impact
the translation of account balances and profitability from
these offshore operations.
B. General risks
Economic and government risks
The future viability of the Company is also dependent on
a number of other factors affecting performance of all
industries and not just the technology industry, including,
but not limited to, the following:
• general economic conditions in jurisdictions in which
the Company operates;
• changes in government policies, taxation and other
•
laws in jurisdictions in which the Company operates;
the strength of the equity and share markets in
Australia and throughout the world, and in particular
investor sentiment towards the technology sector;
• movement in, or outlook on, interest rates and
inflation rates in jurisdictions in which the Company
operates; and
• natural disasters, social upheaval or war in jurisdictions
in which the Company operates.
Ability to access debt and equity markets
on attractive terms
If in the future, Oneview is 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.
United States
Chicago
+1 312 763 6800
Ireland
Dublin
+353 1 524 1677
Australia
Sydney
+61 3 9114 2210
Thailand
Bangkok
+353 1 524 1677
Middle East
Dubai
+971 5 56312629
oneviewhealthcare.com