ANNUAL REPORT
2022
Unifying the care experience.
Table of Contents
DIRECTORS AND OTHER INFORMATION
1
CORPORATE DIRECTORY
CHAIRMAN’S LETTER
CEO REPORT
REMUNERATION REPORT
DIRECTORS’ REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
AUDITOR’S REPORT
FINANCIAL REPORT
NOTES
ADDITIONAL ASX INFORMATION
APPENDIX 1 RISKS (UNAUDITED)
5
7
9
13
20
23
24
28
35
65
68
Directors and Other Information
1. Board of Directors
Oneview has an experienced and balanced Board with diverse skills drawn from industry leaders who bring
in-depth industry and business knowledge, financial management and corporate governance expertise.
During the year, the Board was comprised of an independent Chairman, 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
USA
Australian
Irish
Michael Kaminski
Independent Chairman
Michael is a Charlotte-based senior healthcare executive with over 40 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 (CPMO) for Nanthealth, a digital
health company listed on the Nasdaq. Prior to Nanthealth, she was CPMO of UpHealth
Inc. a digital health company listed on the New York Stock Exchange. 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. 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 Verifone and Qualcomm. Nashina was born and raised in Kenya, graduated
from the London School of Economics and currently splits her time between Portugal and
California. Nashina was appointed to the Board in 2021.
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 KeyCare 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 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 2022 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
12
12
12
12
12
12
9
12
12
12
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 rules, 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
Second Floor
Avoca Court
Temple Road
Blackrock
Co. Dublin
Ireland
Solicitors
A&L Goodbody
25-28 North Wall Quay
Dublin 1
Ireland
Clayton Utz
Level 15
1 Bligh Street
Sydney
NSW 2000
Australia
Registry
Computershare Investor Services Pty Ltd
Level 4
60 Carrington Street
Sydney
NSW 2000
Australia
Company Secretary
Helena D’Arcy
Independent Auditor
KPMG
Chartered Accountants
1 Stokes Place
St. Stephen’s Green
Dublin 2
Ireland
Bankers
HSBC Bank Limited
Guildford and Weybridge Commercial
Centre
Edgeborough Road
Guildford
Surrey GU12BJ
United Kingdom
Company Number
513842
ABRN
610 611 768
ASX Code
ASX: ONE
Company Website
www.oneviewhealthcare.com
Page 7
Chairman’s
Letter
Dear Shareholders,
On behalf of your Board of Directors, I am delighted to present the Oneview
Healthcare PLC Annual Report for the financial year ended 31 December 2022.
Whilst the Company has experienced delays in the sales cycle, we have
confidence in the quality of our engagement with the current pipeline. Our value
proposition continues to be validated.
Oneview has achieved several significant strategic milestones in the year as
foundations for its future growth, despite challenging market conditions, including:
• 23% growth in contracted beds from 11,802 to 14,475;
• Signed largest contract in Oneview history – 10 hospital expansion at BJC
Health Care with a multi-year deployment plan and a minimum six-year
contract extension;
• First US cloud customers live – BJC HealthCare, Kingman Regional Medical
Centre and Oklahoma University Health;
• estimated €2.25m reduction in cost base for 2023.
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
strong leadership in a challenging operating environment.
Finally, I would like to recognise our clients. We don’t just aim for “satisfied”, we
want you to be delighted that you partnered with Oneview. Thank you all for your
continued support.
Michael Kaminski
Chairman
CEO Report
Page 9
“By 2025, 75% of all new
patient
private
global
room construction and
renovations will be designed
to take advantage of IPC
features and capabilities.”
Gartner
2022 Operational & Financial Review
The past three years have posed the most significant
challenges to the healthcare sector in living memory.
Lockdowns affected a huge number of industries but
none more so than the hospital sector. Our customers
represent many of the leading healthcare systems
in the world who continued the battle to save lives
with unprecedented pressure on front-line workers.
This exacerbated the global shortage of nursing
talent and placed significant pressure on operating
budgets of even the best run hospitals.
Our vision, to power exemplary care experiences, has
never been more relevant and the value proposition
of bedside technology has been validated by these
unfortunate events. Although, these challenging
market conditions significantly delayed the sales
cycle as hospital margins were eroded, which
negatively impacted capital budgets, we continued
to grow the underlying business and entered 2023
with a record pipeline of new opportunities.
Key highlights include:
• 23% growth in contracted beds from 11,802 to
14,475
• Signed largest contract in Oneview history - 10
hospital expansion at BJC HealthCare with a
multi-year deployment plan and a minimum six-
year contract extension.
• Signed contract renewals with 3 of our existing
customers (2 in the US, 1 in Australia)
• 104% growth in RFIs/RFPs resulting in record US
Sales Pipeline
• First US cloud customers live – BJC HealthCare,
Kingman Regional Medical Centre, Oklahoma
University Health
• Signed 2 new Logos at Cardinal and Loretto
• Reduced cost base – estimated annualised
reduction of €2.25m for 2023
• Successfully settled Regis Aged Care legal case
Recurring revenue increased by 16% to €6,185,160
(2021: €5,351,346), driven by increased installation
rates exiting the pandemic. Revenue from continuing
operations only decreased by 8% to €8,921,499 (2021:
€9,731,894) as capital expenditure decisions were
delayed due to ongoing workforce challenges.
We finished the year with the Oneview inpatient
solution live in 10,139 beds, with a further 4,336 beds
contracted but not yet installed.
The gross profit margin percentage for the year grew
to 60% and was 5 percentage points higher than the
prior year, due to a higher mix of software revenue.
Surveillance audits
for ISO27001 and
ISO27701 completed
BJC Renewal &
Expansion signed
Mar 2022
May 2022
Loretto Hospital
contracted
July 2022
Iowa 5-yr renewal &
expansion opportunity
Oct 2022
Page 10
Dec 2021/
Jan 2022
Omicron
Feb
2022
War in Ukraine
Coronavirus
COVID-19
•
•
•
Jun 2022
Cardinal Health
signed
HIPAA
Compliance
Verification
Launched first
version of Patient
Feedback
feature
Apr 2022
•
Reached
commercial
settlement with
Regis Aged Care
Pty Ltd
•
SCHN 2-yr
extension
Sept 2022
Launched first version
of Digital Door Sign
product
Jan 2023
NYU commitment for
1,000 beds
Total operating expenses (excluding restructuring
costs and non-cash expenses) have increased
by 23% compared to the prior year, as we took
the decision early in the year to increase sales
headcount and marketing spend in order to exploit
our first mover advantage of our Cloud product.
The Company announced on 14 April 2022 that it
had reached a successful settlement with Regis
Aged Care Pty Ltd (a wholly owned subsidiary of
Regis Healthcare Limited) in relation to the claim
launched by the Company for breach of the
Collaboration Agreement between the parties
without admission of liability of either party. The
cash settlement of A$2,000,000 (€1,360,637) was
received in May.
The average full time headcount in 2022 increased
to 90, from 79 in the prior year, due to an increase
in sales and marketing resources. However, at the
end of 2022, a general headcount reduction was
implemented in order to reduce the cost base,
without impacting service delivery levels. Oneview
were an early leader in resizing its workforce to
manage operating expenses and, as evidenced
leading technology
on a global basis, many
companies have since begun to take similar steps.
As the Group implemented hybrid working, the
Group negotiated a downsize of its Dublin office
and ceased leases on two of its other premises in
Sydney and Kyiv.
The net loss for the year was €10,869,459 (2021:
€8,185,019).
Product Innovation
Page 11
The pandemic has seen a dramatic increase in
demand for new models of nursing and patient
care, with particular focus on inpatient observation
(known as virtual sitting) and virtual nursing. The
capability of hospitals to connect with the patient
in the room via the patient touchscreen or television
utilising the existing Oneview platform has been a
key driver of our record sales pipeline. We invested
in our Virtual Care API during the year to enable a
diverse range of telehealth partners to capitalise on
this theme.
Significant progress was made in the year on the
following new product developments:
• Digital Door Sign
• My Stay Overview (often referred to as a digital
whiteboard)
• Enhanced Data Analytics, providing utilization
insight and Return on Investment insight
• Patient Feedback, enabling automation of
real-time service
feedback collection and
recovery
In tandem with our innovation, IT security is of
paramount
importance. We maintained our
ISO 27001 Certification (Security) and ISO 27701
Certification (Data Privacy). As the threat and
potential costs of data breaches and cybersecurity
attacks in healthcare have never been higher,
this provides great comfort to both existing and
prospective customers, particularly as we become
custodians of more sensitive data via our Cloud
product.
Healthcare Market
Although we experienced a challenging sales
environment in 2022, due to hospital operating
budgets being negatively
the
pandemic and workforce challenges, we remain
very optimistic.
impacted by
Continued inflation of nursing costs and workforce
challenges have validated the value proposition of
the Oneview solution but have also placed pressure
on hospital budgets in 2022. Decisions that were
expected to be made last year were delayed
(but not lost) due to these factors and have been
postponed to 2023. We have received strong
indications that pipeline customers have allocated
patient experience budget for 2023.
“We are excited to expand this evidence based platform across our
BJC HealthCare System so patients can choose how they spend their
time while giving them direct access to updated healthcare information
when they want it and how they want it.”
Jennifer Carron, Chief Patient Experience Officer
BJC HealthCareEmory Healthcare (Atlanta)
2023 Outlook
The Company is starting 2023 with a record sales
pipeline in the North American market. In addition,
we were selected as vendor of choice for two
net new US health systems for a minimum of 2,150
additional beds in Q4. Both opportunities are
currently in advanced contract negotiations.
We are currently developing a ground breaking
initiative to lessen client dependencies on hospital
supplied hardware which will dramatically shorten
the sales cycle and significantly expand our
addressable market, whilst also simplifying the
implementation process.
The BJC 10 hospital expansion commenced in 2022
and recurring revenue from these new sites will
start to be recognised as the sites go live in the first
quarter of 2023.
An enterprise-wide expansion of the Oneview-
powered “MyWall” bedside technology platform
to more than 1,000 additional patient beds at
NYU Langone Health commenced deployment in
January 2023. This expansion will bring the power
of our care experience platform to more than
1,600 inpatient beds across the system’s inpatient
locations by mid-2023, connecting patients,
families, and care teams to more efficient services,
education, and
information at the
bedside.
real-time
We will be sunsetting our legacy Windows product
in 2023
in order to further drive operational
efficiencies within the Company which may
prompt some low value churn with lower value
entertainment-only customers but is not expected
to have any material impact on the company’s
revenue or gross margins.
The Company implemented an Economic, Social
and Governance (ESG) reporting framework last
year. The Company remains committed to its ESG
principles.
Our people are our greatest asset and I would
like to personally thank all our staff and leadership
team, who have continued to challenge the status
quo and ensure we continue to meet our clients’,
our shareholders’ and our own high expectations.
Our customer testimonials continue to reinforce
the impact of our technology and the purpose of
our mission and we are privileged to count three
of the top ranked hospitals in the United States as
customers.
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 members of
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
The framework provides a mix of fixed pay and long
term incentives comprising an employee share
option scheme and a long term incentive plan.
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 Nashina Asaria.
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
for
professional development programs
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;
recruitment, retention and
• the Company’s
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 evaluation of
for
• Attracts and retains high calibre executives
• the
review of the performance of senior
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
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
• the size and composition of the Board and
strategies to address Board diversity and the
1 There is no regulatory requirement, other than the Companies Act 2014 disclosure requirements, for the Company to disclose information on the
remuneration arrangements in place for Directors and Executives of Oneview Healthcare PLC. However, the Remuneration and Nomination Committee is
committed to good corporate standards and has disclosed information considered relevant to shareholders.
Page 14
Company’s performance
in respect of the
Company’s Diversity Policy, including whether
there is any gender or other inappropriate bias
in remuneration for directors, senior executives or
other employees.
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 17 November 2022.
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-
a. Non-executive Directors’ fees
Non-executive directors’
fees are determined
within an aggregate directors’ fee pool limit, which
is periodically recommended for approval by
shareholders. The maximum currently stands at AUD
$750,000 (€477,920) total pool per annum, as set out
in the Company’s prospectus issued on 19 February
2016.
The following fees have been applied:
Base fees
Chairman
Other non-executive Directors
Post employment benefits
Chairman
Other non-executive Directors
1 January 2022 to
31 December 2022
1 January 2021 to
31 December 2021
€
47,048
141,144
-
-
€
45,398
119,948
-
-
188,192
165,346
iv. Executive Directors
The executive pay and reward framework currently
has 4 components:
• Base pay and benefits
• Annual discretionary bonus
• Annual incentives through participation in the
Oneview Healthcare plc RSU Plan (RSU)
• Long-term incentives through participation in the
Oneview Healthcare plc Employee Share Option
Plan (ESOP)
The combination of these comprises the executive’s
total remuneration.
a. Base pay and benefits
Executives are offered a competitive base pay that
comprises the fixed component of pay and rewards,
plus benefits. Base pay for executives is reviewed
annually to ensure the executive’s pay is competitive
with the market. An executive’s pay is also reviewed
on promotion. There are no guaranteed base pay
increases included in any executive’s contracts.
Executives may receive benefits including health
insurance, or other expense reimbursements.
b. Annual discretionary bonus
The executive directors are entitled to receive an
annual discretionary bonus of up to 100% of base
salary. A bonus of €137,000 was awarded to the CEO
in respect of 2022 (2021: €225,000).
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
directors, employees and consultants are eligible
to participate in the RSU at the discretion of the
Remuneration and Nomination Committee.
d. Employee share option plan (“ESOP”)
The Board adopted an Employee Share Option
Plan (“ESOP”) effective from 1 October 2013. Under
the ESOP, options over securities may be offered
to executive directors, non-executive directors,
employees and consultants of companies within
the Oneview group. Any offers are made entirely at
the discretion of the Remuneration and Nomination
Committee.
e. Restricted share plan (“RSP”)
The Company operated a long term incentive
Page 15
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 under the RSP
were subject to performance conditions over a
performance period as set out in the Remuneration
report, and as per their contract of award.
This scheme ceased on 31 December 2022 and all
outstanding awards at that date are now lapsed.
2. Details of remuneration
i. Remuneration of Directors
Short-term
benefits
Salary &
fees
Bonus
Other
cash
benefits
Sub
Total
Post
employment
benefits
Intrinsic value
of share
awards
Total
2022
€
47,048
47,048
47,048
47,048
188,192
€
-
-
-
-
-
€
-
-
-
-
-
€
47,048
47,048
47,048
47,048
188,192
€
-
-
-
-
-
240,0002
240,000
137,000
137,000
7,659
7,659
384,659
384,659
40,801
40,801
23,769
11,885
11,885
11,885
59,424
22,105
22,105
Michael Kaminski
Nashina Asaria
Lyle Berkowitz
Joseph Rooney
Sub-total – non-
executive Directors
James Fitter
Total Executive
Directors
Total1
428,192
137,000
7,659
572,851
40,801
81,529
695,181
1,786,373
Total
2021*
€
341,655
29,152
193,526
193,526
€
70,817
58,933
58,933
58,933
247,616
757,859
447,565
1,028,514
447,565
1,028,514
Excludes employer-based taxes of €5,199 (2021 €5,016).
In order to assist the Group to preserve cash reserves and reduce operating expenses, James Fitter had forgone €60,000 (2021: €93,333) of his salary in
1.
2.
2022. The portion of foregone salary was paid by an equivalent value in RSUs awarded.
*
The 2021 comparative figures have been re-stated to include the Intrinsic Value of Share Awards which vested in 2021.
ii. Options & RSUs
Directors 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
Nashina Asaria
Lyle Berkowitz
Joseph Rooney
Sub-total – non-executive Directors
James Fitter
Sub Total Executive Directors
Total
2022
2021
€
64,178
92,158
34,747
34,747
€
10,961
15,366
5,354
5,354
225,830
37,035
1,513,906
398,534
1,513,906
398,534
1,739,736
435,569
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. These agreements provide for the
provision of a fixed salary, a discretionary bonus,
participation in the Group Restricted Stock Share
Plan, the Employee Share Option 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
the salary payable to James Fitter for 2023 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 prior 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 2022.
Page 17
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.
This scheme ceased on 31 December 2022 with the expiry of the last performance milestone target and all
outstanding awards at that date are now lapsed.
The RSP shares were awarded at a price of €0.001. There are no RSP shares outstanding. The Directors’ RSP shares
vested or lapsed as follows:
Award
Date
Recipient
Number of
RSU’s
Vested
2022
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
Lapsed
200,000
525,510
205,910
274,560
102,960
1,308,940
1,054,030
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Outstanding at 31 December 2022
-
-
-
-
-
-
-
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 executive directors, non-executive directors,
employees and consultants. The purpose of the plan
is to attract, retain, and motivate directors, employees
and consultants of Oneview Healthcare plc, its
subsidiaries and affiliates, to provide for competitive
long
compensation opportunities, to encourage
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 executive 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
Lapsed
Outstanding
Page 18
Vesting
Term
Performance
Conditions
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
263,158
(263,158)
26 October 2021
Nashina Asaria
131,579
(131,579)
26 October 2021
Nashina Asaria
666,666
-
Award
Date
16 March 2016
James Fitter
16 March 2016
James Fitter
16 March 2016
James Fitter
16 March 2016
James Fitter
16 March 2016
James Fitter
Lapsed
Outstanding at 31 December 2022
-
200,000
525,510
205,910
274,560
102,960
1,308,940
1,054,030
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
200,000
54,910
5 Years
CAGR in TSR*
3 Years
CAGR in TSR*
54,910
3 Years
Recurring revenue growth
targets
3 Years
Hospital beds targets
Recipient
Number of
Vested
Vested
Vested
Vested
Vested
Vested
Vesting
Conditions
26 October 2021
Joseph Rooney
131,579
(131,579)
RSU’s
2022
2021
2020
2019
2018
2017
Term
200,000
3 Years
Service
26 October 2021
Dr Lyle Berkowitz
131,579
(131,579)
17 November 2022
Michael Kaminski
714,286
17 November 2022
Nashina Asaria
357,143
17 November 2022
Joseph Rooney
535,714
17 November 2022
Dr Lyle Berkowitz
535,714
1 August 2019
James Fitter
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,000,000)
12 November 2020
James Fitter
4,075,000
(4,075,000)
-
12 November 2020
James Fitter
4,000,000
-
(4,000,000)
26 October 2021
James Fitter
244,737
(244,737)
26 October 2021
James Fitter
1,223,684
26 October 2021
James Fitter
9,000,000
17 November 2022
James Fitter
664,286
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
1 Year
666,666
3 Years
-
-
1 Year
1 Year
714,286
1 Year
357,143
1 Year
535,714
1 Year
535,714
1 Year
n/a
1 Year
n/a
-
-
-
-
Continued board
appointment
Continued board
appointment
Continued board
appointment
Continued board
appointment
Continued board
appointment
Continued board
appointment
Continued board
appointment
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 successive
quarters of positive
EBITDA & continuing
employment,
expiring 1 August
2022
Continued
employment
3 successive
quarters of positive
EBITDA & continuing
employment,
expired 31
December 2022
1 Year
Continued
employment
1,223,684
1 Year
Recurring revenue
targets
9,000,000
1 - 3 Years CUFS* price
664,286
1 Year
performance targets
Continued
employment
Total
29,106,916
(10,409,423)
(5,000,000)
13,697,493
*Chess Unit of Foreign Securities
On behalf of the board
Dr Lyle Berkowitz
Chairman of the
Remuneration Committee
30 March 2023
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 2022.
Page 2 0
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 €8,921,499
(2021: €9,731,894). Recurring revenue for the year
amounted to €6,185,160 (2021: €5,351,346), an
increase of 16%, and continues to grow as the
company deploys incrementally across its increasing
client base.
Our financial risk management objectives and
policies to manage risk are set out in note 23 to
the consolidated financial statements, ‘Financial
Instruments’. The Group did not enter into any
derivative transactions during 2022 or 2021.
5. Results and dividends
The loss for the year amounted to €10,869,459 (2021:
loss of €8,185,019). 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 2022 are disclosed in note 24.
For further details on key performance indicators, see
the CEO report on page 9.
7. Post balance sheet events
As at 31 December 2022, the Oneview solution
was live in 10,139 beds with a further 4,336 beds
contracted but not yet installed.
There are no further post balance sheet events
that would require disclosure or adjustment to the
financial statements.
2. Financial activities
8. Political contributions
During the prior year, the Company successfully
conducted placements which raised A$21 million
(€13.4 million) before costs. The net proceeds of
these issues are being used to accelerate cloud
development of the Group’s Care Experience
Platform, invest in 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 and prior year did not
capitalise any development costs. €3,575,895 (2021:
€3,241,974) of development costs 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 2022,
the Group had cash balances of €6.4 million.
At the date of signing of the final financial statements,
management assessed the Group’s ability to continue
as a going concern and determined that it expects
that its existing cash and other working capital will be
sufficient to enable the Group to fund its operating
expenses and capital expenditure requirements for a
period of at least 12 months from the date of approval
of the financial statements. The Group has based this
estimate on assumptions that may prove to be wrong,
and the Group may use its capital resources sooner
than it currently expects.
The Group is impacted by the timing of contract
execution and project implementation, some of which
are beyond the Group’s control. New contracts may
also incur significant upfront expenses related to the
design of original equipment manufacturer’s hardware
required
implementations
which increase pressures on cash flows and cash
management
for certain customer
Management is in constant contact with its major
stakeholders and its advisors and is well prepared in
the event that it may need to obtain new long-term
financing. For some months, the company has been
evaluating a Bring Your Own Device (“BYOD”) product
enhancement that it believes could have a material
positive impact on the total addressable market
and potentially shorten the sales-cycle. Although
management is optimistic it can obtain new sources
of funding that will enable the Group to meet its future
obligations for the twelve-month period, this cannot
be guaranteed.
in
liabilities
The directors have concluded that the combination of
these circumstances represents a material uncertainty
that casts significant doubt upon the Company’s and
Group’s ability to continue as a going concern and
that, therefore the Company and Group may be
unable to continue realising its assets and discharging
the normal course of business.
its
Nevertheless, after making inquiries, including the
review of cashflow projections, and considering the
uncertainties described above, the Directors have
a reasonable expectation that the Company and
the Group have adequate resources to continue
in operational existence for the foreseeable future.
For these reasons, they continue to adopt the going
concern basis in preparing the annual financial
statements.
statutory audit plans;
• review and approve financial reports; and
the effectiveness of
• review
the Company’s
compliance and risk management functions.
Page 21
12. Directors’ compliance
statement
The directors, in accordance with Section 225(2) of
the Companies Act 2014, acknowledge that they are
responsible for ensuring 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 Avoca Court,
Temple Road, Blackrock, County Dublin.
11.
Audit committee
15. Auditor
The Group has established an Audit Committee with
responsibility for assisting the board of the Company
in fulfilling its corporate governance and oversight
responsibilities in relation to the Company’s financial
reports and financial reporting process and internal
control structure, risk management systems (financial
and non financial) and the external statutory audit
process. The Committee meets on a regular basis to:
• review and approve internal audit and external
The auditors, KPMG, were appointed on 31 October
2013. In accordance with Section 383(2) of the
Companies Act 2014 the auditors, KPMG, Registered
Auditors, will continue in office.
On behalf of the board
James Fitter
Director
Joseph Rooney 30 March 2023
Director
Page 23
Statement of Directors’
Responsibilities
The directors are responsible for preparing the annual
report and the 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. As required by Australian Securities
Exchange Rules, the directors are required to prepare
the Group financial statements in accordance with
IFRS as adopted by the EU. The directors have elected
to prepare the Company financial statements in
accordance with IFRS as adopted by the EU and
as applied in accordance with the Companies Act
2014.
Under company law, the directors must not approve
the Group and Company financial statements unless
they are satisfied that they give a true and fair view
of the assets, liabilities and financial position of the
Group and Company and of the Group’s profit or loss
for that year.
The directors are responsible for keeping adequate
accounting records which disclose with reasonable
accuracy at any time the assets, liabilities, financial
position of the Group and Company and the profit
and loss of the Group and which enable them to
ensure that the financial statements comply with the
provision of the Companies Act 2014. The directors
are also responsible for taking all reasonable steps to
ensure such records are kept by its subsidiaries which
enable them to ensure that the financial statements
of the Group 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 a general responsibility for
safeguarding the assets of the Company and the
Group, and hence for taking reasonable steps for
the prevention and detection of fraud and other
irregularities. The directors are also responsible for
preparing a directors’ report that complies with the
requirements of the Companies Act 2014.
In preparing the Group and Company financial
statements, the directors are required to:
On behalf of the board
James Fitter Joseph Rooney 30 March 2023
Director
Director
• select suitable accounting policies and then
apply them consistently;
• make
judgements and estimates
that are
reasonable and prudent;
• state whether applicable Accounting Standards
have been followed, subject to any material
departures disclosed and explained
in the
financial statements;
• assess the Group and 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 Group
or Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s Report
Independent auditor’s report to the members of Oneview
Healthcare PLC
Report on the audit of the financial statements
Page 24
1. Opinion
We have audited the financial statements of
Oneview Healthcare public limited company (‘the
Company’) and
its consolidated undertakings
(‘the Group’) for the year ended 31 December
2022 set out on pages 28 to 64, 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 note and
related notes, including the summary of significant
accounting policies set out in note 1.
in their preparation
The financial reporting framework that has been
applied
Irish Law and
International Financial Reporting Standards (IFRS)
as adopted by the European Union and, as regards
the Company financial statements, as applied in
accordance with the provisions of the Companies
Act 2014.
is
In our opinion:
• the financial statements give a true and fair view
of the assets, liabilities and financial position of
the Group and Company as at 31 December
2022 and of the Group’s loss for the year then
ended;
• the Group financial statements have been
properly prepared in accordance with IFRS as
adopted by the European Union;
• the Company financial statements have been
properly prepared in accordance with IFRS as
adopted by the European Union, as applied
in accordance with the provisions of the
Companies Act 2014; and
• the Group and Company financial statements
have been properly prepared in accordance
with the requirements of the Companies Act
2014.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (Ireland) (ISAs
(Ireland)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s Responsibilities for the audit of the financial
statements section of our report. We have fulfilled
our ethical responsibilities under, and we remained
independent of the Group in accordance with
ethical requirements that are relevant to our
audit of financial statements in Ireland, including
the Ethical Standard issued by the Irish Auditing
and Accounting Supervisory Authority (IAASA), as
applied to listed entities.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.
that
Material uncertainty related to going concern
We draw attention to note 1 in the financial
statements, which
the Group
indicates
continues to incur net losses and negative cash
flows from its operations. As stated in note 1, these
events or conditions, along with the other matters
explained in note 1, indicate that a material
uncertainty exists that may cast significant doubt on
the Group and the Company’s ability to continue
as a going concern. Our opinion is not modified in
respect of this matter.
In auditing the financial statements, we have
concluded that the director’s use of the going
concern basis of accounting in the preparation of
the financial statements is appropriate.
Our evaluation of the director’s 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
utlisiations.
responsibilities and
Our
responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
the
2. Detecting irregularities including fraud
We identified the areas of laws and regulations that
could reasonably be expected to have a material
effect on the financial statements and risks of material
misstatement due to fraud, using our understanding
of the entity’s industry, regulatory environment and
other external factors and inquiry with the directors.
In addition, our risk assessment procedures included:
• Inquiring with the directors and other management
as to the Group’s policies and procedures
regarding compliance with laws and regulations,
identifying, evaluating and accounting
for
litigation and claims, as well as whether they have
knowledge of non-compliance or instances of
litigation or claims.
• Inquiring of directors, the audit committee, and
members of key management and inspection of
policy documentation as to the Group’s high-level
policies and procedures to prevent and detect
fraud,
including the Group’s communication
policies, and the channel for “whistleblowing”,
as well as whether they have knowledge of any
actual, suspected or alleged fraud.
• Inquiring of directors, and other management
regarding their assessment of the risk that the
financial statements may be materially misstated
due to irregularities, including fraud.
• Inspecting the Group’s regulatory and
legal
correspondence.
• Reading Board of director and audit committee
minutes.
• Performing planning analytical procedures to
identify any usual or unexpected relationships.
We discussed identified laws and regulations, fraud
risk factors and the need to remain alert among the
audit team.
reporting
Firstly, the Group is subject to laws and regulations
that directly affect the financial statements including
companies and financial
legislation,
taxation
including Company
legislation. We assessed the extent of compliance with
these laws and regulations as part of our procedures
on the related financial statement items, including
assessing the financial statement disclosures and
agreeing them to supporting documentation when
necessary.
law and
relevant
Secondly, the Group is subject to many other laws
and regulations where the consequences of non-
compliance could have a material effect on amounts
or disclosures in the financial statements, for instance
through the imposition of fines or litigation. We
identified the following areas as those most likely to
have such an effect: health and safety, anti-bribery,
employment
regulatory
capital and liquidity and certain aspects of company
legislation recognising the regulated nature of the
Group’s activities and its legal form.
law, environmental
law,
Auditing standards limit the required audit procedures
to identify non-compliance with these non-direct laws
and regulations to inquiry of the directors and other
Page 25
management and inspection of regulatory and legal
correspondence, if any. These limited procedures did
not identify actual or suspected non-compliance.
We assessed events or conditions that could indicate
an incentive or pressure to commit fraud or provide
an opportunity to commit fraud. As required by
auditing standards, we performed procedures to
address the risk of management override of controls.
On this audit we do not believe there is a fraud risk
related to revenue recognition and did not identify
any additional fraud risks.
In response to the fraud risks, we also performed
procedures including:
• Identifying journal entries to test based on risk
criteria and comparing the identified entries to
supporting documentation.
• Identifying and assessing any significant unusual
transactions
• Assessing the disclosures in the financial statements
As the Group is regulated, our assessment of risks
involved obtaining an understanding of the legal and
regulatory framework that the Group operates and
gaining an understanding of the control environment
including the entity’s procedures for complying with
regulatory requirements.
in
Owing to the inherent limitations of an audit, there is
an unavoidable risk that we may not have detected
some material misstatements
the financial
statements, even though we have properly planned
and performed our audit in accordance with auditing
standards. For example, the further removed non-
compliance with laws and regulations (irregularities)
is from the events and transactions reflected in the
financial statements, the less likely the inherently
limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remains a higher
risk of non-detection of irregularities, as these may
intentional omissions,
involve collusion,
misrepresentations, or the override of internal controls.
We are not responsible for preventing non-compliance
and cannot be expected to detect non-compliance
with all laws and regulations.
forgery,
3. Key audit matters: our assessment of risks
of material misstatement
Key audit matters are those matters that, in our
professional judgement, were of most significance in
the audit of the financial statements and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including
those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team.
These matters were addressed in the context of our
audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
In addition to the matter described in the Material
uncertainty related to going concern section, in arriving
at our audit opinion above, including the Parent
Company audit opinion, the Parent Company key
audit matter was as follows (unchanged from 2021):
Page 26
Valuation of Investment in subsidiaries and expected credit losses of Intercompany Loans and Receivables €46.6 million
(2021: €41.2 million)
Refer to Note 1 (accounting policy) and Notes 11 and 13 (financial disclosures)
The key audit matter
How the matter was addressed in our audit
investment
loans and
The Parent Company’s
in
subsidiaries and intercompany loans and
receivables make up 96% 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
receivables,
intercompany
or to be subject to a significant level of
judgements or estimation due
the
Group’s market capitalisation at year
end. 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.
to
For this reason, these were considered key audit
matters in the audit of 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 impairment 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 2022 to
the Group’s market capitalisation at the same date;
considered the appropriateness of the relevant disclosures in the
financial statemens, and assess whether these are in accordance with
relevant accounting standards.
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. In determing the trest of the valuation of
investment in subsidareis and expected credit losses of intercompany
loans and receivables, we found the group’s judgement to be reasonable,
and the relevant disclosures to be appropriate.
4. Our application of materiality and an
overview of the scope of our audit
Materiality for the Group financial statements and
Company financial statements as a whole was set
at €0.21 million (2021: €0.16 million) and €0.47 million
(2021: €0.43 million) respectively, determined with
reference to benchmarks of group expenses (Group)
and net assets of the Company (Company) (of
which it represents 1% (2021: 1%) and 1% (2021: 1%)
respectively).
Performance materiality for the Group financial
statements and Company financial statements as
a whole was set at €0.16 million (2021: €0.12 million)
and €0.35 million (2021:€0.33 million) respectively,
determined with reference to benchmarks of group
expenses (Group) and net assets of the Company
(Company) (of which it represents 1% (2021: 1%) and
1% (2021: 1%) respectively).
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. 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.
low
reduce to
We use performance materiality to
an appropriately
level the probability that
the aggregate of uncorrected and undetected
misstatements exceeds overall materiality.
In
applying our judgement in determining performance
materiality, we considered a number of factors
including the low number and value of misstatements
identified in the prior year financial statement audit.
We reported to the Audit and Risk Committee any
corrected or uncorrected identified misstatements
exceeding €0.01 million (2021: €0.01 million), in addition
to other
identified misstatements that warranted
reporting on qualitative grounds.
We applied materiality to assist us determine what
risks were significant risks and the procedures to be
performed
Of the group’s nine (2021: nine) reporting components,
we subjected six (2021: six) to full scope audits for group
purposes, those not subjected to a full scope audit
are dormant companies.
5. Respective responsibilities and restrictions
on use
Page 27
Our audit was undertaken to the materiality and
performance materiality level specified above and
was all performed by a single engagement team in
Dublin, Ireland.
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’ and other
information report, Chairman’s Letter, CEO Report,
Remuneration Report, Additional ASX Information
and Appendix 1 - 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 we have not identified material
misstatements in the other information.
Based solely on our work on the other information
undertaken during the course of the audit, 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; and
• in our opinion, the directors’ report has been
prepared in accordance with the Companies
Act 2014.
Our opinions on other matters prescribed by the
Companies Act 2014 are unmodified
We have obtained all
information and
explanations which we consider necessary for the
purposes of our audit.
the
In our opinion the accounting records of the Company
were sufficient to permit the financial statements to
be readily and properly audited and the financial
statements are in agreement with the accounting
records.
We have nothing to report on other matters on which
we are required to report by exception
The Companies Act 2014 requires us to report to
you if, in our opinion, the disclosures of directors’
remuneration and transactions required by Sections
305 to 312 of the Act are not made. We have nothing
to report in this regard.
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities
statement set out on page 23, the directors are
responsible for: the preparation of the financial
statements including being satisfied that they give
a true and fair view; such internal control as they
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error; assessing
the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters
related to going concern; and using the going
concern basis of accounting unless they either intend
to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (Ireland)
will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
A fuller description of our responsibilities is provided
on IAASA’s website at https://iaasa.ie/publications/
description-of-the-auditors-responsibilities-for-the-
audit-of-the-financial-statements/
The purpose of our audit work and to whom we owe
our responsibilities
Our report is made solely to the Company’s members,
as a body, in accordance with Section 391 of the
Companies Act 2014. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the Company and the Company’s members, as
a body, for our audit work, for this report, or for the
opinions we have formed.
John Corrigan
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place, St Stephen’s Green, Dublin 2, Ireland
30 March 2023
Financial Report
Consolidated Statement of Total Comprehensive Income
for the year ended 31 December 2022
Page 28
Continuing Operations
Revenue
Cost of sales
Gross profit
Other income
Sales and marketing expenses
Product development and delivery expenses
General and administrative expenses
Operating loss
Finance charges
Finance income
Loss before tax
Income tax
Loss for the year
Attributable to ordinary shareholders
Loss per share
Basic
Diluted
Other comprehensive loss
Items that will or may be reclassified to profit or loss
Foreign currency translation differences on
foreign operations (no tax impact)
Other comprehensive loss, net of tax
Note
2
5
2022
€
2021
€
8,921,499
9,731,894
(3,575,857)
(4,424,129)
5,345,642
5,307,765
1,360,637
-
(3,918,579)
(2,278,120)
(10,070,026)
(7,856,186)
(3,543,075)
(3,303,455)
3,4
(10,825,401)
(8,129,996)
6
6
7
8
8
(162,459)
(118,617)
63,180
120,317
(10,924,680)
(8,128,296)
55,221
(56,723)
(10,869,459)
(8,185,019)
(10,869,459)
(8,185,019)
(0.02)
(0.02)
(0.02)
(0.02)
(80,260)
(172,958)
(80,260)
(172,958)
Total comprehensive loss for the year
(10,949,719)
(8,357,977)
The total comprehensive loss for the year is entirely attributable to equity holders of the Group.
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2023
Consolidated Statement of Financial Position
as at 31 December 2022
Page 29
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
Trade and other payables
Total non-current liabilities
Current liabilities
Trade and other payables
Lease liabilities
Current income tax liabilities
Total current liabilities
Total liabilities
Note
9
10
13
12
13
2
19
19
19
19
2022
€
264,877
613,779
639,639
2021
€
478,767
1,282,885
603,526
1,518,295
2,365,178
1,227,691
686,079
3,342,163
2,538,334
240,035
16,025
309,466
12,374
6,409,936
15,175,985
11,235,850
18,722,238
12,754,145
21,087,416
534,990
518,477
120,369,325
120,071,867
(2,586)
4,200
13,994
(2,586)
4,200
94,254
(1,351,842)
(1,351,842)
18
6,446,943
4,344,439
(123,758,477)
(113,778,692)
17
16
15
14
17
2,256,547
9,900,117
370,732
20,295
2,789,637
3,180,664
838,007
54,564
-
892,571
7,144,655
9,886,584
172,279
-
366,690
41,454
7,316,934
10,294,728
10,497,598
11,187,299
Total equity and liabilities
12,754,145
21,087,416
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2023
Page 3 0
Note
11
13
2022
€
2021
€
10,359,343
7,673,750
20,545,035
19,175,343
30,904,378
26,849,093
13
15,685,405
14,273,583
1,751,263
10,366,977
17,436,668
24,640,560
48,341,046
51,489,653
19
19
19
19
18
534,990
518,477
120,369,325
120,071,867
(2,586)
4,200
(2,586)
4,200
6,446,943
4,344,439
(80,304,162)
(74,832,923)
47,048,710
50,103,474
15
393,089
393,089
-
-
14
899,247
899,247
1,386,179
1,386,179
1,292,336
1,386,179
48,341,046
51,489,653
Company Statement of Financial Position
as at ended 31 December 2022
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
Non-current liabilities
Trade and other payables
Total non-current liabilities
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
30 March 2023
Page 31
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
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 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 share options
Vesting of share awards
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
(68,758)
261,883
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
As at 1 January 2022
518,477
120,071,867
(2,586)
4,200
(1,351,842)
4,344,439
94,254
(113,778,692)
9,900,117
Loss for the year
Foreign currency translation
Total comprehensive loss
Transactions with shareholders
Share based compensation to
employees
-
-
-
-
Vesting of restricted share unit
awards
4,513
-
-
-
-
-
Exercise of share options
12,000
297,458
Vesting of share award
Transfer to retained earnings
in respect of expired restricted
share unit awards
Transfer to retained earnings in
respect of expired options
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(10,869,459)
(10,869,459)
(80,260)
-
(80,260)
(80,260)
(10,869,459)
(10,949,719)
2,996,691
(609,774)
(68,757)
-
(215,135)
(521)
-
-
-
-
-
-
-
2,996,691
605,261
-
68,757
309,458
-
215,135
521
-
-
-
As at 31 December 2022
534,990
120,369,325
(2,586)
4,200
(1,351,842)
6,446,943
13,994
(123,758,477)
2,256,547
Page 32
Company Statement of Changes in Equity
for the year ended 31 December 2022
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share
based
payment
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
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 to
employees
Share based compensation to
non-employees
Vesting of restricted share unit
awards
Exercise of share options
Vesting of share awards
Transfer to retained earnings in
respect of expired options
-
-
26,786
111
6,250
-
-
-
17,727
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7,326,877)
(7,326,877)
(692,905)
12,666,678
1,242,982
-
1,242,982
330,641
(68,758)
261,883
(775,353)
(4,267)
(242,030)
748,567
4,267
235,780
(20,858)
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
As at 1 January 2022
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
Transactions with shareholders
Vesting of restricted share unit
awards
Share based compensation to
employees
-
4,513
-
-
-
-
Exercise of share options
12,000
297,458
Transfer to retained earnings
in respect of expired restricted
share units
Transfer to retained earnings in
respect of expired options
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(6,360,913)
(6,360,913)
(609,774)
605,261
-
2,996,691
-
2,996,691
(68,757)
68,757
309,458
(215,135)
215,135
(521)
521
-
-
As at 31 December 2022
534,990
120,369,325
(2,586)
4,200
6,446,943
(80,304,162)
47,048,710
* Loss and total comprehensive income for the year includes an impairment provision against inter-company receivables of €7,598,854
(2021: €8,556,376).
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
Cash flows from operating activities
Receipts from clients
Legal claim settlement proceeds
Payments to employees and suppliers, net
Finance charges paid
Interest received
Research and development tax credit received
Income tax paid
Page 3 3
Note
2022
€
2021
€
8,838,970
11,688,222
1,360,637
-
(19,609,240)
(16,111,455)
(104,932)
(118,617)
570
621,561
(17,647)
87
638,258
(123,290)
Net cash used in operating activities
22
(8,910,081)
(4,026,795)
Cash flows from investing activities
Purchase of property, plant and equipment
10
(44,518)
(65,263)
Net cash used in investing activities
(44,518)
(65,263)
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid
Repayment of lease liabilities
309,458
13,377,421
(91,640)
(871,446)
21
(317,925)
(287,032)
Net cash (used in)/provided by financing activities
(100,107)
12,218,943
Net (decrease)/increase in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
(9,054,706)
8,126,885
288,657
244,733
15,175,985
6,804,367
Cash and cash equivalents at end of financial year
6,409,936
15,175,985
Page 3 4
Company Statement of Cash Flows
for the year ended 31 December 2022
Net cash used in operating activities
22
(9,039,095)
(6,642,559)
Note
2022
€
2021
€
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid
Net cash provided by financing activities
Net (decrease)/increase in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
309,458
13,377,421
(91,640)
(871,446)
217,818
12,505,975
(8,821,277)
5,863,416
205,563
171,299
10,366,977
4,332,262
Cash and cash equivalents at end of financial year
1,751,263
10,366,977
Notes
1. Accounting policies – Group and Company
Page 3 5
Reporting entity
Oneview Healthcare PLC (“OHP”)
is domiciled
in Ireland with its registered office at 2nd Floor,
Avoca Court, Temple Road, Blackrock, County
Dublin (company registration number 513842). The
consolidated financial information of OHP as set out
for the year ended 31 December 2022 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
in
financial statements have been prepared
accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the European
Union (EU) that are effective for the year ended
31 December 2022. 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
individual financial statements
that presents
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
€6,360,913 (2021: €7,326,877).
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 2022,
the Group had cash balances of €6.4 million.
the Group’s ability
At the date of signing of the final 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 based this estimate on assumptions that
may prove to be wrong, and the Group may use its
capital resources sooner than it currently expects.
The Group is impacted by the timing of contract
some
execution and project
of which are beyond the Group’s control. New
contracts may also
significant upfront
expenses related to the design of original equipment
for certain
manufacturer’s hardware
customer implementations which increase pressures
on cash flows and cash management
implementation,
required
incur
Management is in constant contact with its major
stakeholders and its advisors and is well prepared in
the event that it may need to obtain new long-term
financing. For some months, the company has been
evaluating a BYOD product enhancement that it
believes could have a material positive impact on
the total addressable market and potentially shorten
the sales-cycle. Although management is optimistic
it can obtain new sources of funding that will enable
the Group to meet its future obligations for the
twelve-month period, this cannot be guaranteed.
these circumstances
The Directors have concluded that the combination
represents a material
of
uncertainty that casts significant doubt upon the
Company’s and Group’s ability to continue as a
going concern and that, therefore the Company and
Group may be unable to continue realising its assets
and discharging its liabilities in the normal course
of business. Nevertheless, after making inquiries,
including the review of cashflow projections, and
considering the uncertainties described above, the
Directors have a reasonable expectation that the
Company and the Group have adequate resources
to continue
the
foreseeable future. For these reasons, they continue
to adopt the going concern basis in preparing the
annual financial statements.
in operational existence
for
Adoption of IFRS and International
Financial Reporting Interpretations
Committee (IFRIC) Interpretations
The following new standards, interpretations and
standard amendments became effective for the
Group as of 1 January 2022:
• COVID-19-Related Rent Concessions beyond 30
June 2021 (Amendment to IFRS 16)
• Onerous Contracts – Cost of Fulfilling a Contract
(Amendment to IAS 37)
• Annual Improvements to IFRS Standards 2018 –
2020
• Property, Plant and Equipment: Proceeds before
Intended Use (Amendment to IAS 16)
• Reference
to
the Conceptual Framework
(Amendment to IFRS 3)
These new standards, interpretations and standard
amendments did not result in a material impact on
the Group’s results.
Standards issued but not yet effective
A number of new standards are effective for
annual periods beginning after 1 January 2023
and earlier application is permitted; however, the
Group has not early adopted the new or amended
standards in preparing these consolidated financial
statements. The following amended standards
and interpretations are not expected to have a
significant impact on the Group’s consolidated
financial statements:
IFRS 17 Insurance Contracts
•
• Disclosure of Accounting Policies (Amendments
to IAS 1 and IFRS Practice Statement 2)
• Definition of Accounting Estimate (Amendments
to IAS 8)
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.
Judgements
Information about critical judgements in applying
accounting policies that have the most significant
the
effect on
consolidated financial statements is included in the
following note:
the amounts
recognised
in
Page 36
Trade and other receivables (note 13)
•
• Leases (notes 17 and 21)
Assumptions and estimation uncertainties
Information about assumptions and uncertainties
as at 31 December 2022 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:
• Financial assets - Company (note 11)
• Parent company asset carrying values (note 13)
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,
All
inter-company balances and
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.
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,
Page 37
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 license 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
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
revenue
is
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
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:
Page 3 8
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
Page 39
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.
A defined contribution plan is a post-employment
benefit plan under which the company pays fixed
contributions into a separate entity and has no legal
or constructive obligation to pay further amounts.
Obligations for contributions to defined contribution
retirement benefit plans are recognised as an
expense in the profit and loss account in the periods
during which services are rendered by employees.
i. Government grant
Share based payments
The Group recognises 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.
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.
k. Cash and cash equivalents
Long term incentive plan (‘LTIP’)
Cash and cash equivalents comprise cash balances
and cash deposits with an original maturity of three
months or less.
l.
Inventories
Inventories are stated at the lower of cost and net
realisable value. Cost is based on the first-in/first-out
principle and includes all expenditure incurred in
acquiring the inventories and bringing them to their
present location and condition.
Net realisable value is the estimated proceeds of sale,
less all further costs to completion, and less all costs
to be incurred in marketing, selling and distribution.
Estimates of realisable value are based on the most
reliable evidence available at the time the estimates
are made.
m. Employee Benefits
Defined contribution plans and other long term
employee benefits
In 2016, the Company established an LTIP Scheme
under which certain employees were granted the
opportunity to participate in this LTIP Scheme, which
contains both performance and service conditions.
The fair value of the employee services received in
exchange for the grant of the ownership interest is
recognised as an expense. The total amount to be
expensed over the vesting period is determined by
reference to the fair value of the awards granted
after adjusting for market based conditions and non-
vesting conditions. Service and non-market vesting
conditions
revenue growth
and number of beds are included in assumptions
about the number of awards that are expected to
become full ownership interests. At each reporting
date, the estimate of the number of awards that are
expected to vest is revised. The impact of the 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
including
recurring
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
Page 4 0
measuring expected credit losses using a lifetime
expected loss allowance.
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
Interest income or expense is recognised using the
effective interest method.
Deferred income relates to advance consideration
received from clients for which revenue is recognised
in line with the Group’s accounting policy.
o. Financial instruments
All recognised financial assets that are within the scope
of IFRS 9 are required to be subsequently measured at
amortised cost or fair value on the basis of the entity’s
business model for managing the financial assets
and the contractual cash flow characteristics of the
financial assets.
The Group does not hold any financial assets which
meet the criteria for classification at fair value reported
in other comprehensive income or fair value reported
in profit and loss.
Impairment of financial assets
In relation to the impairment of financial assets, the
Group applies an expected credit loss model. The
expected credit loss model requires the Group to
account for expected credit losses and changes in
those expected credit losses at each reporting date
to reflect changes in credit risk since initial recognition
of the financial assets. In respect of trade receivables,
to
the Group applies
the simplified approach
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
measured at
less any accumulated
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.
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
Page 41
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.
2. Segment Information
The Group is managed as a single business unit
engaged in the provision of interactive patient care,
and accordingly operates in one reportable segment
which provides a patient engagement solution for the
healthcare sector.
Our operating segment is reported in a manner
consistent with the internal reporting provided to the
Chief Operating Decision Maker (CODM). Our CODM
has been identified as our executive management
team. The executive management team comprises
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
2022
€
3,978,661
2,055,044
151,455
6,185,160
1,701,684
1,034,655
2,736,339
8,921,499
2022
€
4,200
5,679,550
2,864,910
279,128
93,711
8,921,499
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
Page 42
Major clients
Revenues from client A totalled €2,000,983 (2021: €3,121,164) and represented 22% (2021: 32%) of total revenues.
Receivables, contract assets and contract liabilities from contracts with clients:
Receivables, which are included in ‘trade and other receivables’
Contract assets
Deferred income
2022
€
995,595
240,035
2021
€
809,856
309,466
(3,254,481)
(3,333,689)
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
(Decrease)/increase as a result of changes in the measure
of progress
Increase as a result of additions in the year
Balance at end of year
2022
€
309,466
(87,619)
(53,913)
72,101
240,035
2021
€
248,766
(68,462)
46,755
82,407
309,466
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
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
Loss on disposal of property, plant and equipment
Foreign exchange loss/(gain)
2022
€
3,333,689
(3,252,468)
3,173,260
3,254,481
2022
€
-
213,890
460,013
5,967
57,527
2021
€
3,367,795
(2,927,420)
2,893,314
3,333,689
2021
€
2,666
220,082
460,809
-
(120,230)
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 90
(2021: 79).
Page 4 3
Administrative
Product development and delivery
Sales and marketing
The staff costs (inclusive of Directors’ salaries) comprise:
Wages and salaries
Social welfare costs
Share based payments (note 18)
Defined contribution retirement benefit charge and disability payments
Termination costs
US PPP loan received and forgiven
US Employment Retention Credits received
Australian JobKeeper payments
2022
2021
Number
Number
9
71
10
90
2022
€
7,393,447
806,742
2,996,691
833,789
120,506
-
(248,398)
-
11,902,777
9
61
9
79
2021
€
5,725,878
613,490
1,242,982
344,429
10,600
(199,411)
-
(24,706)
7,713,262
Included within the defined contribution retirement benefit charge and disability payments is a disability payment to a former
executive, which the Company will continue to pay until the earlier of his return to work or his retirement.
The Group’s US subsidiary was in receipt of Employee Retention Credits in 2022 and a Paycheck Protection Program (PPP) Loan in
2021. This loan was forgiven, pursuant to Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (as amended, the
“CARES Act”), its implementing regulations and Small Business Administration (“SBA”) rules.
The Group’s Australian subsidiary was in receipt of JobKeeper assistance in Australia in 2021.
Directors’ remuneration
Short-term employee benefits
Post-employment benefits
Intrinsic value on vesting
Total compensation
2022
€
2021
€
572,851
603,421
40,801
81,529
23,034
1,159,918
695,181
1,786,373
The share based payment fair value charge in respect of key management personnel for the year ended 31 December 2022 was
€2,034,684 (2021: €546,038).
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 2022 was €1,113,430 (2021: €2,152,245).
5. Other income
The other income in the current year relates to a commercial settlement agreed with aged care operator Regis Aged Care Pty Ltd in
relation to the claim launched by the Company for breach of the Collaboration Agreement between the parties without admission
of liability of either party. A settlement of A$2 million (€1.36 million) was agreed and was received by the Company in May 2022.
Legal fees of €0.07 million associated with the claim were incurred and paid during the period and are reflected in professional and
legal fees within general and administrative costs.
Page 4 4
2022
€
(21,723)
(57,527)
(73,091)
(10,118)
2021
€
(21,548)
-
(94,939)
(2,130)
(162,459)
(118,617)
-
62,610
570
63,180
120,230
-
87
120,317
2021
€
(56,723)
(56,723)
6. Finance (charges) / income
Bank charges
Foreign exchange loss
Interest charge on lease liabilities
Interest charges
Finance charges
Foreign exchange gain
Gain on modification of lease liabilities
Interest income
Finance income
7. Income tax
The components of the income tax charge for the years ended 31 December 2022 and 2021 were as follows:
Current tax expense
Foreign tax for the year
Income tax credit/(charge) in Consolidated
statement of total comprehensive income
2022
€
55,221
55,221
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
2022
€
2021
€
(10,924,680)
(8,128,296)
12.5%
12.5%
Tax at Irish standard tax rate
(1,365,585)
(1,016,037)
Tax effect of permanent items
Losses for which no deferred tax is recognised
Effect of foreign tax
Income taxed at higher rate
Non-taxable losses/(profits)
Total tax (credit)/charge
374,586
1,343,343
(140,820)
63,696
(330,441)
(55,221)
78,072
1,211,779
16,720
56,887
(290,698)
56,723
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 €14,286,522 (31 December 2021: €12,943,179). 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 2022 and 2021 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
Total unrecognised deferred taxation asset
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
Page 4 5
2021
€
2022
€
12,943,179
11,731,400
(229,235)
299,305
1,273,273
(235,229)
276,638
1,170,370
14,286,522
12,943,179
2022
€
2021
€
(10,869,459)
522,319,679
(8,185,019)
431,345,276
(0.02)
(0.02)
(i) Weighted-average number of ordinary shares (basic)
Issued ordinary shares at 1 January
Effect of shares issued
2022
No.
2021
No.
518,477,053
394,588,636
3,842,626
36,756,640
Weighted average number of ordinary shares at 31 December
522,319,679
431,345,276
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
2022
€
2021
€
(10,869,459)
(8,185,019)
522,319,679
431,345,276
(0.02)
(0.02)
2022
No.
2021
No.
518,477,053
394,588,636
3,842,626
36,756,640
Weighted average number of ordinary shares at 31 December
522,319,679
431,345,276
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 567,057,257 (2021: 560,836,468). The weighted average number of ordinary shares, including potentially dilutive
shares, is 562,689,187 (2021: 474,947,992).
9. Intangible assets
Cost
At 1 January 2021
Foreign exchange translation differences
Page 46
Software
Development
costs
Total
€
€
€
208,637
7,048
5,213,747
5,422,384
-
7,048
At 31 December 2021
215,685
5,213,747
5,429,432
At 1 January 2022
Foreign exchange translation differences
215,685
5,602
5,213,747
5,429,432
-
5,602
At 31 December 2022
221,287
5,213,747
5,435,034
Accumulated amortisation and impairment losses
At 1 January 2021
Amortisation
Foreign exchange translation differences
208,161
2,666
4,858
4,514,898
220,082
-
4,723,059
222,748
4,858
At 31 December 2021
215,685
4,734,980
4,950,665
At 1 January 2022
Amortisation
Foreign exchange translation differences
At 31 December 2022
Carrying amount
At 1 January 2021
At 31 December 2021
At 31 December 2022
215,685
-
5,602
4,734,980
213,890
-
4,950,665
213,890
5,602
221,287
4,948,870
5,170,157
476
-
-
698,849
478,767
699,325
478,767
264,877
264,877
Amortisation & Impairment losses
Amortisation expense of €213,890 (2021: €222,748) has been charged in product development and delivery expenses in the Consolidated
statement of comprehensive income.
Page 47
10. Property, plant and equipment
Fixtures, fittings
and equipment
€
Land and
Buildings*
€
Total
€
Cost
At 1 January 2021
Additions during the year
Modification
Disposals
Foreign exchange translation differences
At 31 December 2021
At 1 January 2022
Additions during the year
Modification
Disposals
Foreign exchange translation differences
At 31 December 2022
Depreciation
At 1 January 2021
Charge for the year
Modification
Disposal
Foreign exchange translation differences
At 31 December 2021
At 1 January 2022
Charge for the year
Disposal
Foreign exchange translation differences
1,411,587
65,263
-
-
30,486
1,507,336
1,507,336
44,518
-
(15,794)
22,772
1,558,832
1,143,733
116,396
-
-
23,538
1,283,667
1,283,667
92,545
(9,827)
16,568
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
2,002,916
3,510,252
-
44,518
(281,151)
(281,151)
-
47,189
(15,794)
69,961
1,768,954
3,327,786
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
943,700
367,468
-
19,886
2,227,367
460,013
(9,827)
36,454
At 31 December 2022
1,382,953
1,331,054
2,714,007
Net book value
At 1 January 2021
At 31 December 2021
At 31 December 2022
267,854
223,669
175,879
1,381,986
1,649,840
1,059,216
1,282,885
437,900
613,779
* Land and Buildings is comprised of Right of Use assets, held under leases. See note 21.
11. Financial assets - Company
Investment in Group companies – including share based payments:
At start of year
Share based payments charge relating to subsidiary entity employees
At end of year
Page 4 8
2022
€
2021
€
7,673,750
2,685,593
6,520,113
1,153,637
10,359,343
7,673,750
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 2022, 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
Avoca Court,
Temple Road
Blackrock,
Dublin
Avoca Court,
Temple Road
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
Level 7
176 Wellington Parade
East Melbourne
VIC 3002
Level 7
176 Wellington Parade
East Melbourne
VIC 3002
Empire Tower, 47th Floor
1 South Sathorn Road
Bangkok
10120, Thailand
2022
100%
2021
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%
2022
2021
€
€
12. Inventories
Investment in Group companies – including share based payments:
Share based payments charge relating to subsidiary entity employees
At start of year
At end of year
7,673,750
2,685,593
6,520,113
1,153,637
10,359,343
7,673,750
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 2022, the company had the following subsidiary undertakings:
Finished goods
Page 49
Group
Company
2022
€
2021
€
1,227,691
686,079
1,227,691
686,079
2022
2021
€
-
-
€
-
-
The carrying value of inventories are not higher than their realisable value. The cost of inventories charged to cost of sales through profit or
loss during the year was €1,650,610 (2021: €2,723,941).
13. Trade and other receivables
Amounts falling due within one year:
Trade receivables
Prepaid expenses and other current assets
Research and development tax credit
Amounts due from group companies1
Amount due from Oneview Limited3
VAT recoverable
Amounts falling due after more than one year:
Group
Company
2022
€
2021
€
995,595
1,638,690
628,224
-
-
809,856
998,891
632,829
-
-
79,654
96,758
2022
2021
€
-
€
-
243,374
355,443
-
-
14,935,801
13,412,489
500,399
5,831
500,399
5,252
3,342,163
2,538,334
15,685,405
14,273,583
Research and development tax credit
Amounts due from Group Companies2
639,639
603,526
-
-
-
-
20,545,035
19,175,343
3,981,802
3,141,860
36,230,440
33,448,926
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 2021
Advances to subsidiary undertakings and other movements
At 31 December 2021
At 1 January 2022
Advances to subsidiary undertakings and other movements
At 31 December 2022
Provision for impairment
At 1 January 2021
Increase in provision
At 31 December 2021
At 1 January 2022
Increase in provision
At 31 December 2022
Carrying amount
At 1 January 2021
At 31 December 2021
At 31 December 2022
Provision for impairment
Page 5 0
Total
€
73,180,865
7,643,731
80,824,596
80,824,596
9,122,166
89,946,762
58,855,731
8,556,376
67,412,107
67,412,107
7,598,854
75,010,961
14,325,134
13,412,489
14,935,801
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 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 2022 and determined that an
impairment charge of €7,598,854 (2021: €8,556,376) 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 2022
As at December 2021
Less than
30 days
Between
31-60 days
Between
61-90 Days
More than
90 days
Credit
Impaired
Total
€
€
930,913
50,880
749,278
21,965
€
10,692
9,340
€
3,110
29,273
€
-
-
€
995,595
809,856
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 2022, a significant portion of the trade receivables related to a limited
number of clients as follows: Client A 29% (2021: 23%), Client B 25% (2021: 22%) and Client C 13% (2021: 18%).
The carrying amounts of the Group’s trade receivables is denominated in the following currencies:
US Dollar
Australian Dollar
AED
Euro
14. Trade and other payables (current)
Page 51
2021
€
541,163
213,781
54,912
-
809,856
2022
€
748,407
222,510
19,512
5,166
995,595
Trade payables
Payroll related taxes
Superannuation
Group
Company
2022
€
2021
€
1,071,692
843,727
151,715
2,750,146
44,278
41,258
2022
€
29,577
6,561
-
2021
€
63,916
429,060
-
Other payables and accruals
2,469,283
2,773,455
265,175
416,879
VAT payable
Deferred income
R&D tax credit – deferred grant income
Amounts due to group companies
74,281
78,924
3,234,186
3,279,125
99,220
119,949
-
-
-
-
-
-
-
-
597,934
476,324
7,144,655
9,886,584
899,247
1,386,179
15. Trade and other payables (non-current)
Other payables and accruals
Payroll related taxes
Group
2022
€
312,779
2,476,858
2,789,637
Company
2021
2022
2021
€
-
-
-
€
-
393,089
393,089
€
-
-
-
Included within payroll related taxes due at 31 December 2022 is €2,476,858 (2021: €2,706,000) relating to the Irish Revenue Commissioner
Debt Warehousing scheme for the period May 2020 to December 2021.
16. Deferred income (non-current)
Deferred income
Group
2022
€
2021
€
20,295
54,564
Company
2022
2021
€
-
€
-
17. Lease liabilities
Current
Non-current
Page 52
Group
2022
€
2021
€
172,279
370,732
366,690
838,007
543,011
1,204,697
Company
2022
2021
€
-
-
-
€
-
-
-
18. Share-based payments
At 31 December 2022, 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
2022
Weighted average
exercise price 2022
Number of options
2021
Weighted average
exercise price 2021
Outstanding at 1 January
Forfeited during the year
Exercised during the year
Granted during the year
Outstanding at 31 December
13,836,000
(368,000)
(12,000,000)
25,000
1,493,000
€0.048
€0.155
€0.026
€0.071
€0.199
1,415,750
(110,000)
(111,372)
12,641,622
13,836,000
Exercisable at 31 December
462,121
€0.145
590,978
€0.124
€0.125
€0.160
€0.041
€0.048
€0.151
The options outstanding at 31 December 2022 had an exercise price in the range of €0.001 to €0.73 (2021: €0.001 to €0.73).
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
are 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
2022
25,000
€0.011
€0.071
€0.071
33.0%
2.0%
Nil
Range
2021
12,641,622
€0.011 to €0.011
€0.071 to €0.071
€0.071 to €0.071
33.0%
2.0%
3 - 4 years
€0.005
€0.030
€0.041
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
Operating loss for the year ended 31 December 2022 is stated after charging €9,614 in respect of the Employee Share Option Program
(2021: €76,893) 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.
This scheme ceased on 31 December 2022 and all outstanding awards at that date are now lapsed.
Page 5 3
Award Date
Awarded 16 March 2016
Vested
Lapsed
Total outstanding RSU’s
Number of instruments
2,585,560
(509,820)
(2,075,740)
-
* Compound Annual Growth Rate in Total Shareholder Return
Operating loss for the year ended 31 December 2022, is stated after a € Nil charge in respect of the Restricted Share Unit plan (2021: €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
2022
28,523,415
11,897,130
(4,513,391)
(5,333,341)
2021
32,679,639
23,075,740
(26,786,305)
(445,659)
Balance at end of year
30,573,813
28,523,415
As at 31 December 2022, 30,573,813 RSU’s were outstanding with a vesting term and performance conditions as follows:
Recipients
Number of
instruments
Vesting Term
Vesting conditions
Non-Executive Directors
2,809,523
1 - 3 Years
Continued board appointment
Executive Directors/employees
27,764,290
3 Years
Recurring revenue targets/
personal milestones/continued
employment
30,573,813
Operating loss for the year ended 31 December 2022, is stated after charging €2,987,077 in respect of the Restricted Stock Share Unit plan
(2021: €1,496,730) for non-cash stock compensation expense.
19. Share capital and other reserves – Group and Company
Page 5 4
Authorised Share Capital
Ordinary shares
No. of shares
Nominal value
“B” Ordinary shares
No. of shares
Nominal value
Authorised Ordinary Share Capital
Authorised “B” Ordinary Share Capital
Authorised Share Capital
Issued share capital
Ordinary shares
No of ordinary
shares
Par value
of units
Balance at 1 January 2021
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
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
2022
2021
750,000,000
750,000,000
€0.001
€0.001
420,000
€0.01
420,000
€0.01
€
€
750,000
750,000
4,200
4,200
754,200
754,200
Share
capital
€
Share
premium
€
Total
€
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
Share issue – 13 Jan 2022
Share issue – 11 Apr 2022
Share issue – 4 May 2022
Share issue – 20 Jun 2022
Share issue – 7 Sept 2022
Share issue – 3 Oct 2022
Share issue – 2 Nov 2022
Exercise of options – 9 Nov 2022
Balance at 31 December 2022
444,444
538,989
1,164,757
96,000
240,796
1,104,107
924,298
12,000,000
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
444
539
1,165
96
241
1,104
924
12,000
-
-
-
-
-
-
-
444
539
1,165
96
241
1,104
924
297,458
309,458
534,990,444
€0.001
534,990
120,369,325
120,904,315
4,513,391 ordinary shares were issued during the year, in respect of 4,513,391 restricted share unit awards which vested during the year
and were issued at a price of €0.001 per share.
12,000,000 ordinary shares were issued during the year, in respect of 12,000,000 outstanding share options which were exercised during
the year, at a strike price of €0.03 per share.
Page 5 5
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 prior year, and which have
been recorded against retained earnings. The proceeds of these issues are being 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 Oneview Healthcare plc. At 31 December
2022, 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, 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.
20. Capital and other commitments – Group and Company
There are no capital commitments at the current or prior year end.
Page 56
21. 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
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
2022
€
2021
€
1,059,216
1,381,986
(281,151)
(10,918)
-
(9,403)
(367,468)
(344,413)
27,303
41,964
437,900
1,059,216
2022
€
73,091
100,831
2021
€
94,939
27,629
(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
2022
2021
€
73,091
317,925
€
94,939
287,032
391,016
381,971
22. Reconciliation of net cash used in operating activities
Consolidated
Page 57
2022
€
2021
€
Loss for the year after income tax
(10,869,459)
(8,185,019)
Non-cash items
Depreciation
Loss on disposal of property, plant and equipment
Amortisation of software and development costs
Gain on modification of lease liabilities
Research and development credit, net
Taxation
Net finance costs
Share based payment expense
Foreign exchange loss/(gain)
Changes in assets and liabilities
Increase in inventories
(Increase)/decrease in trade and other receivables
Decrease/(increase) in contract assets
Decease in deferred income
Increase in trade and other payables
460,013
5,967
213,890
(62,610)
(673,798)
(55,221)
104,362
2,996,691
57,527
(541,612)
(808,434)
69,431
(79,208)
(227,172)
460,809
-
222,748
-
(792,497)
56,723
118,530
1,573,623
(120,230)
(449,446)
1,390,889
(60,700)
(34,106)
1,395,443
Cash used in operating activities
(9,409,633)
(4,423,233)
Finance charges paid
Interest received
Research and development tax credit received
Income tax paid
(104,932)
(118,617)
570
621,561
(17,647)
87
638,258
(123,290)
Net cash used in operating activities
(8,910,081)
(4,026,795)
Reconciliation of movement of liabilities to cash flows arising from financing activities
At 1 January 2021
Disposal of lease liabilities
Modification of lease liabilities
Repayment of lease liabilities
At 1 January 2022
Modification of lease liabilities
Repayment of lease liabilities
At 31 December 2022
Lease liabilities
1,512,050
(9,403)
(10,918)
(287,032)
1,204,697
(343,761)
(317,925)
Total
€
1,512,050
(9,403)
(10,918)
(287,032)
1,204,697
(343,761)
(317,925)
543,011
543,011
Company
Loss for the year after income tax
Non-cash items
Net finance income
Share based payment expense
Impairment charges
Foreign exchange gain
Changes in assets and liabilities
Increase in trade and other receivables
Decrease in loan to group company
(Decrease)/increase in trade and other payables
Cash used in operating activities
Finance charges paid
Interest received
Net cash used in operating activities
Page 5 8
2022
€
2021
€
(6,360,913)
(7,326,877)
(656,985)
455,666
7,598,854
(278,067)
419,986
8,556,376
(2,312,402)
(2,600,341)
(9,010,676)
(7,701,922)
895,004
(146,768)
917,535
926,527
(9,538,220)
(7,086,783)
(10,446)
509,571
(10,871)
455,095
(9,039,095)
(6,642,559)
23. Financial instruments
Page 59
In terms of financial risks, the Group has exposure to credit risk, liquidity risk and foreign currency risk. This note presents information
about the Group’s exposure to each of the above risks together with the Group’s objectives, policies and processes for measuring and
managing those risks.
The board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The
Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and
controls and to monitor risks and adherence to the limits. Risk management systems and policies are reviewed regularly as the Group
expands its activities and resource base to take account of changing conditions.
Credit risk
The Group’s 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 €6.4 million at 31 December 2022 (2021: €15.2 million). The Company held cash and cash
equivalents of €1.8 million at 31 December 2022 (2021: €10.4 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 in to the relevant maturity groupings based on the remaining period from the financial year end date to
contractual maturity date:
Group
Year ended 31 December 2022
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
(3,853,754)
(3,853,754)
(3,853,754)
€
€
€
€
-
€
-
€
-
(543,011)
(668,391)
(209,199)
(98,951)
(136,847)
(223,394)
(2,628,573)
(2,628,573)
(151,715)
-
(2,476,858)
Lease liabilities
Payroll related taxes
Year ended 31 December 2021
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
2-5
years
Trade and other payables
(3,617,184)
(3,617,184)
(3,617,184)
€
€
€
€
-
Payroll related taxes
(2,750,146)
(2,750,146)
-
(2,750,146)
€
-
-
€
-
-
-
More than
5 years
€
-
-
-
€
-
-
Company
Year ended 31 December 2022
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
2-5
years
More than
5 years
Page 6 0
Trade and other payables
(294,752)
(294,752)
(294,752)
Payroll related taxes
(393,089)
(393,089)
-
€
€
€
€
-
-
€
-
(393,089)
€
-
-
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
€
€
€
(480,795)
(480,795)
(429,060)
-
(429,060)
€
-
€
-
-
€
-
-
Trade and other payables
Payroll related taxes
(480,795)
(429,060)
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 2022:
Cash and cash equivalents
Trade receivables
Trade and other payables
U.S.
Dollar
2022
€
Australian
Dollar
2022
€
3,249,913
1,329,054
748,407
222,510
AED
2022
€
125,774
19,512
Thai
Baht
2022
€
GBP
2022
€
195,920
38,027
-
-
(1,244,769)
(577,199)
(470,130)
(41,361)
(23,126)
Total transaction risk
2,753,551
974,365
(324,844)
154,559
14,901
Foreign exchange gains and losses recognised on the above balances are recorded in “finance (charges)/income”. The total foreign
exchange loss reported during the year ending 31 December 2022 amounted to €57,527 (2021: gain of €120,230).
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
Company
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2022:
Page 61
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
U.S.
Australian
Dollar
Dollar
2022
2022
€
1,467,716
20,545,035
-
22,012,751
€
114,224
-
29,752
143,976
Pound
Sterling
2022
€
1,294
-
-
1,294
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2021:
U.S.
Australian
Dollar
Dollar
2021
2021
€
3,360,148
19,175,343
-
22,535,491
€
441,808
-
(63,577)
378,231
Pound
Sterling
2021
€
3,074
-
-
3,074
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
The following significant exchange rates applied during the year:
euro 1: US$
euro 1: A $
euro 1: THB
euro 1: AED
Average Rate
Closing Rate
2022
1.0558
1.5146
36.866
3.803
2021
1.1896
1.5824
37.7969
4.3642
2022
2021
1.0666
1.1326
1.5693
36.835
3.919
1.5615
37.6530
4.1588
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 €35,000 (2021: €270,000).
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 €36,000 (2021: €329,000).
Page 62
Fair values of financial assets and liabilities
Group
The fair values of financial assets and liabilities by class and category, together with their carrying amounts shown in the statement of
financial position, are as follows:
Financial assets – amortised cost
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Payroll related taxes
31 December 2022
31 December 2021
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
6,409,936
995,595
7,405,531
(3,853,754)
(2,628,573)
(6,482,327)
6,409,936
995,595
7,405,531
(3,853,754)
(2,628,573)
(6,482,327)
15,175,985
15,175,985
809,856
809,856
15,985,841
15,985,841
(3,617,184)
(3,617,184)
(2,750,146)
(2,750,146)
(6,367,330)
(6,367,330)
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
Payroll related taxes
31 December 2022
31 December 2021
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
1,751,263
20,545,035
22,296,298
1,751,263
20,545,035
22,296,298
10,366,977
10,366,977
19,175,343
19,175,343
29,542,320
29,542,320
31 December 2022
31 December 2021
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
(294,752)
(399,650)
(694,402)
(294,752)
(399,650)
(694,402)
(480,795)
(480,795)
(429,060)
(909,855)
(429,060)
(909,855)
For cash, cash equivalents and payables, the carrying value is deemed to reflect fair value, where appropriate. For amounts due from/due
to subsidiaries, the carrying value is deemed to be fair value as the amounts are repayable on demand. For amounts due from Oneview
Limited the carrying value is deemed to be fair value as the loans are repayable on demand at year end, or shortly thereafter. The loan to
Group company has a maturity date of April 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 3
24. Related party transactions
The Company considers directors, the CFO, the 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 2022
Interest at
31 December 2021
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
Joseph Rooney
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Helena D’Arcy
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Ordinary shares €0.001
Restricted Stock Units
Niall O’Neill
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
14,185,471
11,413,480
4,210,798
2,444,143
714,286
250,000
67,105
1,023,809
1,432,397
535,714
3,597,340
535,714
539,056
1,294,075
761,111
1,794,075
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
761,111
1,500,000
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 2022
31 December 2021
ASX
Irish
ASX
Irish
25,598,951
25,639,402
29,934,665
29,975,116
In accordance with the Articles of Association at least one third of the directors are required to retire annually by rotation. Michael Kaminski
retired by rotation and was re-elected at the Company’s Annual General Meeting on 17th November 2022.
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 4
25. Auditor’s remuneration
Audit fees
Tax fees
Other non – audit assurance services
Year ended 31 December 2022
Year ended 31 December 2021
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
Total
€
€
€
€
€
€
115,500
8,544
124,044
110,000
8,151
118,151
10,000
2,000
42,907
52,907
-
2,000
5,000
2,000
53,074
-
58,074
2,000
127,500
51,451
178,951
117,000
61,225
178,225
Audit fees for the Company for the year are included in the amount above and are set at €10,000 (2021: €10,000).
26. Subsequent events
There were no subsequent events after the reporting date that would require disclosure or adjustment to the financial statements.
27. Approval of financial statements
The financial statements were approved by the Board on 30 March 2023.
Page 6 5
Additional ASX Information
Shareholder Information
As of 20 March 2023, the issued share capital of Oneview Healthcare PLC consists of 535,542,910 ordinary shares of €0.001
each held by 4,083 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 4,083 CDI holders. The top 20 security holders held 387,038,533
CDIs comprising 72% 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
164
1,576
733
1,362
248
4,083
57,021
4,334,372
5,796,338
44,226,985
481,128,194
535,542,910
0.01
0.81
1.08
8.26
89.84
100.00
There were 1,854 shareholders, with a total of 5,015,864 shares, holding less than a marketable parcel under the ASX listing
rules. The ASX listing rules define a marketable parcel of shares as “a parcel of not less than A$500”.
Twenty largest holders of CDI securities
Rank
Holder
No of CDI’s
% of issued capital
Page 66
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
HSBC Custody Nominees (Australia) Limited
Citicorp Nominees Pty Limited
Bell Potter Nominees Ltd
HSBC Custody Nominees (Australia) Limited-GSCO ECA
HSBC Custody Nominees (Australia) Limited - A/C 2
James Fitter
BNP Paribas Noms Pty Ltd
Manderrah Pty Limited
Mark McCloskey
HSBC Custody Nominees (Australia) Limited
S3 Consortium Holdings Pty Ltd
HSBC Custody Nominees (Australia) Limited
UBS Nominees Pty Ltd
Top 4 Pty Ltd
OV No.1 Pty Ltd 1
Walling Pty Ltd
Kensington Trust Singapore Limited
Michael Kaminski
Mr Kamal Yogendra Joshi + Mrs Deepa Joshi
Alexander James Hill
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
163,120,477
53,393,682
37,817,801
17,501,640
15,335,556
14,185,471
13,487,937
12,000,000
9,455,467
9,061,700
6,840,000
6,700,000
5,315,407
4,800,000
4,210,798
4,155,965
2,606,045
2,444,143
2,356,444
2,250,000
387,038,533
148,504,377
535,542,910
30.5
10.0
7.1
3.3
2.9
2.7
2.5
2.2
1.8
1.7
1.3
1.3
1.0
0.9
0.8
0.8
0.5
0.5
0.4
0.4
72.3%
27.7%
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 24 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 20 March 2023, 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.
James William Vicars
FIL Investment Management (Hong Kong) Limited/FIL Investments International
139,878,368
49,551,896
26.1%
9.3%
Range
No of CDI’s
% of issued capital
Page 67
On-market buyback
The Company is not currently conducting an on-market buyback.
Securities purchase on-market
No securities were purchased on-market in the period from 1 January 2023 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 2nd Floor, Avoca
Court, Temple Road, Blackrock, Co Dublin, Ireland. Our principal business address in Australia is Level 7, 176 Wellington Parade,
East Melbourne, VIC 3002,Australia. The Company is listed on the Australian Securities Exchange. Registers of securities are
held by Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney, NSW 2000, Australia. Their local call
number is 1300 850 505 with international call number being +61 3 9415 4000.
Page 6 8
Appendix 1 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 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 data). The effect of such a cyber-
attack could extend to compensation claims by patients
and 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
Melbourne
+61 3 9114 2210
Thailand
Bangkok
+353 1 524 1677
Middle East
Dubai
+971 58 568 7680
oneviewhealthcare.com