ANNUAL REPORT
2023
Unifying the care experience.
Table of Contents
DIRECTORS AND OTHER INFORMATION
CORPORATE DIRECTORY
CHAIRMAN’S LETTER
CEO REPORT
REMUNERATION REPORT
DIRECTORS’ REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
AUDITOR’S REPORT
FINANCIAL REPORT
NOTES
ADDITIONAL ASX INFORMATION
APPENDIX 1 RISKS (UNAUDITED)
1
5
7
9
13
19
22
23
27
34
64
67
Directors and Other Information
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 two to
three independent non-executive directors.
Directors
Joseph Rooney
Michael Kaminski (Chairman)
Nashina Asaria
Dr. Lyle Berkowitz
Mark Cullen
James Fitter
Barbara Nelson
Nationality
Irish
USA
USA
USA
Australian
Australian
USA
(Interim Chairman – appointed 13 July 2023)
(Chairman – resigned 25 June 2023)
(resigned 1 October 2023)
(appointed 1 October 2023)
(appointed 1 October 2023)
Joseph Rooney
Joseph joined Oneview in 2016. Joseph assumed the role of Interim Chairman in July
2023, subsequent to the retirement of Michael Kaminski. Joseph had taken on this role
before, upon the death of our first Chairman, 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.
Nashina Asaria
Nashina is a corporate board member, advisor and C-level global executive with a track
record of driving high growth in private and public companies across the health, fintech
and mobile industries. She is an advisor to SimBioSys (a spacial biophysics company
using AI and data science to drive precision medicine and better outcomes for breast
cancer patients), Cylerity (using AI to provide cash advance and revenue recovery to the
healthcare industry), InTech Energy (software and hardware solution for air purification
and quality and energy expense management) and ExtoLabs (applying blockchain and
AI into combined hardware and software platform for financial and healthcare inclusion).
Nashina was Chief Product & Marketing Officer (CPMO) for Nanthealth. Prior to Nanthealth,
she was CPMO of UpHealth Inc. Nashina was Chief Product Officer at Cloudbreak Health
LLC, a US telehealth company that was merged into UpHealth Inc. in June 2021. She
has held leadership roles with LifeQ, Nantworks, Verifone and Qualcomm. Nashina was
appointed to the Board in 2021.
Mark Cullen
Mark was a non-executive Director and Chair of the Audit Committee at Oneview
Healthcare from December 2015 until December 2019. Mark is rejoining the Board after
recently retiring from a distinguished 30-year career with Deutsche Bank and DWS Asset
Management, most recently as CEO of DWS Americas & COO of DWS Group GmbH &
Co. Mark was previously the Global Head of Audit for Deutsche Bank from March 2015
to December 2018. Mark was appointed to the Board in October 2023.
James Fitter
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.
Barbara Nelson
Barbara is a public board director and C-level technology leader, who currently serves
on four corporate boards. She has been CEO twice and led global P&Ls as large as
US$4 billion in companies ranging from Fortune 500 leaders to VC-funded companies.
Barbara has scaled from concept to over US$100 million – US$200 million, four times in
three companies, delivering profitability each time. She brings over 15 years of Board, P&L
and general management experience in AI, SaaS/cloud services, IaaS, cybersecurity,
board, software, mobile, video, data management, storage, IT infrastructure, and
semiconductors. Barbara was appointed to the Board in October 2023.
1. Meetings of Directors
The number of meetings of the Company’s Board of Directors and of each Board committee held during the
year ended 31 December 2023 and the number of meetings attended by each director were:
Page 4
Full Board
Audit and Risk
Committee
Remuneration &
Nomination
Committee
Attended
Eligible
to
attend
Eligible
to
attend
Attended Eligible to
Attended
attend
12
4
12
8
3
11
3
12
4
12
7
3
11
3
4
2
4
-
1
-
1
4
2
4
-
1
-
1
2
2
4
3
1
-
1
2
2
4
3
1
-
1
Joseph Rooney
Michael Kaminski
Nashina Asaria
Lyle Berkowitz
Mark Cullen
James Fitter
Barbara Nelson
2. Deeds of access, indemnity
and insurance for directors
or executive officer unless the conduct involves a
wilful breach of duty or an improper use of inside
information or position to gain advantage.
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
3. Corporate governance statement
The Company has prepared a statement which
sets out the corporate governance practices that
were in operation throughout the financial year for
the Company, identifies any recommendations that
have not been followed and provides reasons, if
any, for not following such recommendations.
In accordance with ASX listing rules, the Corporate
for
Governance Statement will be available
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.
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 2023.
Oneview has achieved the following successes during the year:
• 6 new logos signed in 2023, including 2 new territories in New Zealand and Ireland, representing
a record year for net new logos for the Company;
• Signed a Value Added Reseller (VAR) agreement with Baxter International Inc (NYSE: BAX);
• Phase I of the development of MyStay Mobile (our new BYOD product) commenced and was
completed in early 2024;
• A$22.8m/€13.8m equity raise completed in July/August 2023.
The Company is well positioned for growth in 2024, driven by our strategic initiatives of Virtual Care
Integration, MyStay Mobile and the Baxter Partnership. The shift towards cloud-based solutions and
software-as-a-service (SaaS) is expected to enhance profitability and market reach. The successful
capital raise and strong shareholder support, coupled with significant customer wins and renewals,
underscore the Company’s strong foundation for the forthcoming year.
This is testament to the talented people we have in Oneview. I would like to thank James Fitter, our
CEO, and his dedicated leadership team for their strong leadership which has resulted in the
Company being well positioned to capitalise on these foundations.
I would like to welcome Mark Cullen and Barbara Nelson to the Board as non-executive Directors.
Michael Kaminski retired as Chairman and Dr. Lyle Berkowitz retired from the Board of Oneview
during the year. I would like to personally thank both Mike and Lyle for their commitment and
contribution in their time on the Board.
Finally, I would like to recognise our clients and thank them for their continued support.
Joseph Rooney
Interim Chairman
CEO Report
2023 Operational & Financial Review
2023 has been a transformational year for the
Company, setting it up for accelerating growth. We
are delighted with the signing of 6 new logos – a
record year for new logos for the Company. We are
seeing the benefits of our move to the Cloud, which
has reduced the complexity and time to implement
and operate the Oneview CXP (Care Experience
Platform) and
reduces customer total cost of
ownership by up to 30% compared to on-premises
deployment. All new signings, with one exception,
are Cloud deployments, attracting higher revenues
per bed. Cloud has also provided the foundations
for the delivery of the MyStay Mobile solution.
We made the decision to sunset our Gen 2 product
in early 2023 which resulted in tactical churn of three
customers. These legacy beds had lower average
revenues per bed per day than newer Gen 3
customers. The Average Revenue Per Bed Per Day
across our portfolio of live beds is 13% higher at the
end of 2023 when compared to the end of 2022.
Page 9
Key Highlights include:
• 9% growth in contracted beds from 14,475 to
15,821, with a further 4,572 in late stage contract
negotiations
• Signed a Value-Added Reselling Agreement
(VAR) with Baxter International Inc (NYSE: BAX) to
resell Oneview’s CXP (Care Experience Platform)
in the US market
• Phase I of the development of MyStay Mobile
(our new BYOD product) was completed with the
pilot live in February 2024 at NYU Langone Health
in New York
• Completed A$22.8 million (€13.8 million) equity
raise via Placement and an oversubscribed
Securities Purchase Plan (SPP)
• Despite sunsetting the legacy product, signed
multi-year renewals of 2 major contracts
• 4 of the 10 BJC expansion sites are now live
• Loss after tax decreased by €1.9m. Excluding the
one-off Regis legal settlement gain in 2022, loss
after tax decreased by €3.2m (27%)
45%
in contracted
45% growth
beds
the
start of
since
pandemic to December 2023
€7.0m
Annualised recurring revenue
(ARR) €7.0m (A$11.6m)
1,950
1,950 new Gen 3 beds added
in 2023 generating materially
higher Average Revenues
Per Bed Per Day than the
equivalent number of beds
sunsetted due to end-of-life
of legacy Gen 2 product
27%
Loss after tax from continuing
operations reduced by 27%,
excluding favourable once-
off settlement of Regis legal
case reflected in 2022 of €1.29
million
€13.8m
A$22.8m/€13.8m capital raise
(completed in August 2023),
including
over-subscribed
SPP. Proceeds being used
to capitalise on growth
opportunities, develop
the
MyStay Mobile product,
deliver sales and marketing
strategies
provide
and
general working capital
Page 10
,
,
,
,
,
,
revenue
increased
Recurring
by 7%
to €6,600,035 (2022:
€6,185,160), driven by increased
installation
rates and more
efficient Cloud deployments.
Revenue
continuing
from
operations increased by 5% to
€9,397,373 (2022: €8,921,499).
We finished the year with the
Oneview inpatient solution live
in 10,151 beds, with a further
5,670 beds contracted but not
yet installed.
gross
The
profit margin
percentage for the year grew
to 66% and was 6 percentage
points higher than the prior
year, due to a higher mix of
software revenue.
operating
Total
expenses
(excluding non-cash expenses)
have decreased by
14%
compared to the prior year,
At the end of 2022, a general
reduction was
headcount
implemented
to
reduce the cost base, without
impacting
service delivery
levels. The average full time
headcount in 2023 decreased
to 79, from 90 in the prior year.
in order
Oneview were an early leader in
resizing its workforce to manage
operating expenses and, as
seen globally, many leading
took
technology companies
similar steps. As the Company
implemented hybrid working,
the Company negotiated a
downsize of its Dublin office
and ceased leases on two of
its other premises in Sydney and
Kyiv. The full year impact of
these cost reduction initiatives
is reflected in our 2023 results
as total operating expenses
(excluding non-cash expenses)
have decreased by
14%
compared to the prior year.
Headcount was strategically
increased
the end
towards
of the year as we ramp up to
fulfil Baxter resourcing and the
MyStay Mobile development.
The net loss for the year was
€8,934,571 (2022: €10,869,459).
Loss after tax decreased by
€1.9m. Excluding the one-off
Regis legal settlement gain in
2022, loss after tax decreased
by €3.2m (27%).
“As of March 2023, 45 percent of
inpatient nurses … reported they
are likely to leave their role in the
next six months … nurses have
consistently reported increasing
workload burden as a main factor
behind their intent to leave.1”
McKinsey
Product Innovation
Virtual Nursing can address this
need for change and 2023 marked
the release of our Virtual Care API
further solidifying our credentials
as the platform of choice for
enterprise
systems
Virtual nursing involves:
• Expert, advanced practice
remote
healthcare
in a
nurse based
command center
• Supports non-physical care
provision: patient education,
staff mentoring,
patient
physician
observation,
and
rounding,
discharges
admissions
Virtual nursing aims to improve
patient safety and provides a
more sustainable staffing model2.
Virtual nursing programmes are
increasing at a rate of 34% in the
US market3.
MyStay Mobile is another growth
driver as the Company enters 2024.
This Bring Your Own Device (BYOD)
consumer
addresses
product
expectations by capitalising on
smartphone adoption.
Certain hospitals do not have the
resources or the desire to deploy
capital by placing hardware in the
patient room. Being able to deliver
the Oneview patient experience
on the patient’s own device will
expand our addressable market
______
significantly and also provide entry
to new markets, particularly
in
Europe and the UK.
Future developments include an AI
powered virtual solution that can
support both virtual and “on-unit”
nurses by the provision of a “Virtual
Care Assistant”.
Meal ordering is a key part of our
value proposition and a significant
driver of efficiency. A case study
featuring Children’s Nebraska
was published in November 2023,
focusing on the success of the
integration of Oneview’s Digital
Meal Ordering in the hospital. The
hospital reported that it is has a
95% take-up rate of Oneview’s
Digital Meal Ordering and has
experienced an 87% reduction in
wasted and late food trays.
the
As
In tandem with our innovation,
is of paramount
IT
security
importance.
We maintain our
ISO 27001 Certification (Security)
and ISO 27701 Certification (Data
Privacy).
threat and
potential costs of data breaches
and attacks in healthcare have
never been higher, this will provide
great comfort to both existing and
prospective customers, particularly
as we become custodians of
more sensitive data via our Cloud
product.
1 https://psnet.ahrq.gov/perspective/virtual-nursing-improving-patient-care-and-meeting-workforce-challenges#5
2 https://www.sciencedirect.com/science/article/abs/pii/S1541461219303866
3 https://healthtechmagazine.net/article/2022/09/rise-virtual-nurse
2024 Outlook
Oneview enters 2024 with three key growth drivers
that should make for a very exciting year ahead:
Virtual Care Integration, MyStay Mobile and the
Baxter partnership.
The winning of the Baxter partnership in a highly
competitive process served as a revalidation of our
decision and investment strategy to migrate to the
Cloud and to sustain our set-top box strategy at a
time when other market participants are advocating
for a Smart-TV strategy.
Baxter is a leading provider of connected hospital
beds in the US market and offers one of the leading
care communications and collaboration (CC&C)
platforms. Baxter wishes to broaden its portfolio with
patient experience, digital door signs and digital
whiteboards, to better connect patients, families
and care teams during inpatient visits. Baxter is to
resell Oneview’s CXP (Care Experience Platform)
and MyStay Mobile to selected Baxter customers in
the US market.
Oneview CXP is now installed in Baxter's 'Customer
Experience Centers’ in Cary, NC, Batesville, IN and
Irvine, CA. The groundwork to put the necessary
administrative processes and procedures in place
to facilitate selling is now complete. Approximately
100 Baxter sales and account
representatives
have been formally trained to sell Oneview’s CXP
alongside other Baxter complementary technology
solutions.
We are confident that this partnership will yield
strong results in 2024. The first Purchase Order was
recently received for a high profile children’s hospital
in Florida for our Digital Door Sign product and we
are also in negotiations to provide CXP for inpatient
beds for that same hospital.
Oneview signed its first major new logo of 2024 in
February 2024 with the Mercy health system in the
US, deploying at its new Love Family Women’s
Center in Oklahoma City in April 2024. Mercy owns
44 hospitals with 6,000 beds. We are in contract
negotiations for a further 2,800 beds.
The market response to our market research and
subsequent launch of MyStay Mobile, which has
long been a strategic goal, has been extremely
positive. We are delighted to bring NYU Langone
Healthcare, the #1 hospital in New York, on board
as a co-design partner for this product. The product
commenced utilisation in the field in NYU Langone
on a pilot basis in February 2024.
The Company has an Economic, Social and
Governance (ESG) reporting framework in place
and is committed to its ESG principles. We believe
that, as a provider of digital tools for patients,
families and caregivers which improves the care
experience, we are providing a solution for a global
social issue.
Our people are our greatest asset and I would like to
personally thank all our staff and leadership team,
who have continued to demonstrate forward-
thinking leadership to ensure we continue to meet
our clients’, our shareholders’ and our own high
expectations.
Our client testimonials continue the reinforce the
impact of our technology and the purpose of our
mission and we are privileged to count 3 of the top
20 hospitals in the US as clients.
I would like to take this opportunity to thank all
our clients and shareholders for their continued
advocacy and support as we continue to strive to
improve the care experience in this rapidly changing
world of digital health.
Yours sincerely,
James Fitter
CEO
Remuneration Report
The Remuneration and Nomination Committee set out its report1 as follows:
Page 13
1. Principles used to determine
the nature and amount of
remuneration
i. Objectives & framework
that
reward
to ensure
The objectives of the Group’s executive reward
framework are
for
performance is competitive and appropriate for
the results delivered. The framework aligns reward
with achievement of strategic objectives and the
creation of value for shareholders and conforms to
market practice for delivery of reward. The Board
has ensured that executive reward satisfies the
following key criteria for good reward governance
practices:
• Competitiveness
• 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 complementary 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
– resigned 1 October 2023), Joseph Rooney
(Chairman – appointed 1 October 2023), Michael
Kaminski (resigned 26 June 2023), Nashina Asaria,
Mark Cullen (appointed 1 October 2023) and
Barbara Nelson (appointed 1 October 2023).
The purpose of the Committee is to assist the
Board by providing advice on remuneration and
incentive policies and practices and specific
recommendations on remuneration packages and
other terms of employment for executive directors,
other senior executives and non-executive directors.
Specifically:
• the Company’s remuneration policy, including
as it applies to directors and the process by
which any pool of directors’ fees approved by
shareholders is allocated to directors;
• Board succession issues and planning;
• the appointment and re election of members of
the Board and its committees;
• induction of directors and continuing
professional development programs
for
directors where required;
• remuneration packages of senior executives,
non executive directors and executive
directors, equity based incentive plans and
other employee benefit programs;
• the Company’s superannuation arrangements;
recruitment, retention and
• the Company’s
termination policies;
• Attracts and retains high calibre executives
• succession plans of the CEO, senior executives
and executive directors;
Alignment to program participants’ interests
• Rewards capability and experience
• Reflects competitive reward for contribution
towards achieving cash-flow break-even
• Provides a clear structure for earning rewards
• Provides recognition for contribution
• the process
the
performance of the Board, its Board Committees
and individual directors;
the evaluation of
for
• the
review of the performance of senior
executives and members of the Board;
• those aspects of the Company’s remuneration
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
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
in respect of the
Company’s performance
Company’s Diversity Policy, including whether
there is any gender or other inappropriate bias
in remuneration for directors, senior executives or
other employees.
iii. Non-executive Directors
Fees and payments to non-executive directors
reflect the demands, which are made on, and
the responsibilities of, the directors. Non-executive
directors’ fees and payments are reviewed annually
by the Board. The Chairman’s fees are determined
independently to the fees of non-executive directors
based on comparative roles in the external market.
The Chairman is not present at any discussions relating
to determination of his own remuneration. Non-
executive directors have also received Restricted
Stock Units under the Oneview Healthcare plc NED &
Consultant RSU Plan and approved by shareholders
at the AGM on 27 October 2023.
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 (€461,170) 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
Interim Chairman
Other non-executive directors
Post employment benefits
Chairman
Other non-executive Directors
iv. Executive Directors
The executive pay and reward framework currently
has 4 components:
• Base pay and benefits
• Annual discretionary bonus
• 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
1 January 2023 to
31 December 2023
1 January 2022 to
31 December 2022
€
22,419
21,564
121,325
-
-
€
47,048
-
141,144
-
-
165,308
188,192
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 €195,000 was awarded to the CEO
in respect of 2023 (2022: €137,000).
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,
Page 15
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.
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
2023
Total
2022
€
43,983
22,419
43,983
33,369
10,777
10,777
165,308
255,0002
255,000
€
-
-
-
-
-
-
-
€
-
-
-
-
-
-
-
€
43,983
22,419
43,983
33,369
10,777
10,777
165,308
€
-
-
-
-
-
-
-
€
64,157
108,140
-
42,772
64,157
-
-
22,419
86,755
97,526
10,777
10,777
€
58,933
70,817
58,933
58,933
-
-
171,086
336,394
247,616
195,000
195,000
7,588
7,588
457,588
457,588
20,287
20,287
79,555
79,555
557,430
447,565
557,430
447,565
420,308
195,000
7,588
622,896
20,287
250,641
893,824
695,181
Joseph Rooney
Michael Kaminski
Nashina Asaria
Lyle Berkowitz
Mark Cullen
Barbara Nelson
Sub-total – non-
executive Directors
James Fitter
Total Executive
Directors
Total1
Excludes employer-based taxes of €4,860 (2022: €5,199).
In order to assist the Group to preserve cash reserves and reduce operating expenses, James Fitter had forgone €45,000 (2022: €60,000) of his salary in
1.
2.
2023. The portion of foregone salary was paid by an equivalent value in RSUs awarded.
ii. Options & RSUs
Page 16
Directors have been awarded restricted stock units under the RSU and RSP plans, as highlighted earlier in this
report. All previous awarded under the ESOP have either been fully exercised or have lapsed. The fair value
charges associated with these awards are as follows:
Joseph Rooney
Michael Kaminski
Nashina Asaria
Lyle Berkowitz
Mark Cullen
Barbara Nelson
Sub-total – non-executive Directors
James Fitter
Sub Total Executive Directors
Total
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 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 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 volunteered
to forego 15% of his contracted cash salary with that
portion to be received in RSUs. As such, €45,000 of
2023
2022
€
51,143
-
91,638
39,876
14,414
11,921
€
34,747
64,178
92,158
34,747
-
-
208,992
225,830
834,281
834,281
1,513,906
1,513,906
1,043,273
1,739,736
the salary payable to James Fitter for 2023 was 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. 250,000 share options had been
granted to the former Chairman, Michael Kaminski,
with an exercise price of A$1.19 per option and a
vesting period of 3 years. These share options lapsed
30 days after his resignation as Chairman during the
year. No other Director had any outstanding options
as at 31 December 2023.
ii. Restricted Stock Share Unit Plan (RSU)
Page 17
On 2 July 2019, the Company adopted a new Restricted Share Unit Plan (RSU). 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 compensation opportunities, to encourage long
term service, to recognize individual contributions and reward achievement of performance goals, and to
promote the creation of long term value for shareholders by aligning the interests of such persons with those of
shareholders.
The RSUs are contracts to issue shares at future vesting periods ranging between 1 year and 3 years, at an award
price of €0.001, and are dependent on achievement of performance and non-performance conditions which
are set periodically by the Remuneration and Nominations Committee. All awards to executive directors and
non-executive directors are subject to shareholder approval annually at the Annual General Meeting.
The following movements in RSU’s awarded to directors and non-executive directors occurred during the year:
Award
Date
Recipient
RSU’s
Vested
Lapsed
Outstanding
Vesting
Term
Performance
Conditions
-
666,666
3 Years
(714,286)
-
-
-
-
-
-
-
-
-
-
-
-
-
1 Year
1 Year
1 Year
1 Year
470,833
1 Year
208,333
1 Year
312,500
1 Year
208,333
1 Year
869,565
3 Years
869,565
3 Years
(1,223,684)
-
1 Year
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
Recurring revenue
targets
-
-
-
9,000,000
1 - 3 Years CUFS* price
-
1 Year
9,000,000
1 - 3 Years
21,605,795
performance targets
Continued
employment
Total Shareholder
Return, Contracted
Bed Numbers &
EBITDA performance
targets
26 October 2021
Nashina Asaria
666,666
17 November 2022
Michael Kaminski
714,286
-
-
17 November 2022
Joseph Rooney
535,714
(535,714)
17 November 2022
Nashina Asaria
357,143
(357,143)
17 November 2022
Dr Lyle Berkowitz
535,714
(535,714)
26 October 2023
Joseph Rooney
470,833
26 October 2023
Nashina Asaria
208,333
26 October 2023
Mark Cullen
312,500
26 October 2023
Barbara Nelson
208,333
26 October 2023
Mark Cullen
869,565
26 October 2023
Barbara Nelson
869,565
26 October 2021
James Fitter
1,223,684
26 October 2021
James Fitter
9,000,000
-
-
-
-
-
-
-
-
17 November 2022
James Fitter
664,286
(664,286)
26 October 2023
James Fitter
9,000,000
-
Total RSUs awarded to directors and
outstanding at 31 December 2023
*Chess Unit of Foreign Securities
All RSUs have an award price of €0.001
On behalf of the board
Joseph Rooney
Chairman of the
Remuneration Committee
27 March 2024
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 2023.
Page 19
1. Principal activity, key performance
4. Financial risk management
indicators, business review and
future developments
The principal activity of the Group is the development
and sale of software for the healthcare sector and
the provision of related consultancy services.
The Group’s key performance indicators are:
•
recurring revenue;
• number of live beds.
The directors report that revenue for the year from
continuing operations amounted to €9,397,373 (2022:
€8,921,499). Recurring revenue for the year amounted
to €6,600,035 (2022: €6,185,160), an increase of 7%,
and continues to grow as the company deploys
incrementally across its increasing client base.
For further details on key performance indicators, see
the CEO report on page 9.
As at 31 December 2023, the Oneview solution
was live in 10,151 beds with a further 5,670 beds
contracted but not yet installed.
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 2023 or 2022.
5. Results and dividends
The loss for the year amounted to €8,934,571 (2022:
loss of €10,869,459). 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 2023 are disclosed in note 24.
7. Post balance sheet events
There are no further post balance sheet events
that would require disclosure or adjustment to the
financial statements.
2. Financial activities
8. Political contributions
The Group completed a A$20 million (€12.2 million)
equity placement on 25 July 2023. The Company
also offered a Security Purchase Plan (SPP) to existing
eligible security holders which was oversubscribed
and, after a 50% scale back, raised A$2.8 million
(€1.6 million). The net proceeds of these issues are
being used to execute on fresh growth opportunities,
develop the BYOD product, expand global sales
and marketing resources to target new markets for
Cloud and BYOD and provide working capital to
strengthen the Company’s balance sheet to support
growth.
3. Principal risks and uncertainties
Details of the principal risks and uncertainties facing
the Group are set out in an Appendix to this annual
report. These risks as set out in the Appendix include:
• Oneview operates in a competitive industry;
• Risk that the Oneview Solution is disrupted, fails or
ceases to function efficiently;
• Failure to protect intellectual property;
• Public healthcare funding and other regulatory
changes.
The Group and Company did not make any
disclosable political contributions during the year.
9. Research and development
The Group is involved in research and development
activities and during the year incurred €384,927 in
development costs that were capitalised (2022:
€Nil). A further €2,636,808 (2022: €3,575,895) 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 various equity raisings, the most recent of
which occurred in July and August of 2023. As at 31
December 2023, the Group had cash balances of
€11.5 million.
Page 2 0
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.
• 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.
The Group is impacted by the timing of contract
execution and project implementation, some of which
are beyond the Group’s control. New contracts may
also incur significant upfront expenses related to the
design of original equipment manufacturer’s hardware
required for certain customer implementations which
may increase pressures on cash flows and cash
management.
After making inquiries, including the review of cashflow
projections, and considering
the uncertainties
described above, the Directors have a reasonable
expectation that the Company and the Group
have adequate resources to continue in operational
existence for the foreseeable future. For these reasons,
they continue to adopt the going concern basis in
preparing the annual financial statements.
11.
Audit committee
The Group has established an Audit Committee with
responsibility for assisting the board of the Company
in fulfilling its corporate governance and oversight
responsibilities in relation to the Company’s financial
reports and financial reporting process and internal
control structure, risk management systems (financial
and non financial) and the external statutory audit
process. The Committee meets on a regular basis to:
• review and approve internal audit and external
statutory audit plans;
• review and approve financial reports; and
the effectiveness of
• review
the Company’s
compliance and risk management functions.
12. Directors’ compliance
statement
The directors, in accordance with Section 225(2) of
the Companies Act 2014, acknowledge that they are
responsible for 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:
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.
15. Auditor
The auditors, KPMG, were appointed on 31 October
2013. In accordance with Section 383(2) of the
Companies Act 2014 the auditors, KPMG, Registered
Auditors, will continue in office.
On behalf of the board
James Fitter
Director
Joseph Rooney 27 March 2024
Director
Page 2 2
Statement of Directors’
Responsibilities
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.
On behalf of the Board
James Fitter
Director
Joseph Rooney 27 March 2024
Director
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 profit or loss
for that year. In preparing each of the Group and
Company financial statements, the directors are
required to:
• select suitable accounting policies and then
apply them consistently;
• make
judgements and estimates
that are
reasonable and prudent;
• state whether applicable Accounting Standards
have been followed, subject to any material
departures disclosed and explained
in the
financial statements;
• assess the 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 23
1. Opinion
We have audited the financial statements of
Oneview Healthcare plc (the Company) and its
consolidated undertakings (the Group) for the year
ended 31 December 2023 set out on pages 27 to 63,
which comprise the Consolidated statement of total
comprehensive income, Consolidated statement of
financial position, Company statement of financial
position, Consolidated statement of changes in
equity, Company statement of changes in equity,
Consolidated statement of cash flows, Company
statement of cash flows and related notes, including
the summary of significant accounting policies set
out in note 1.
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
2023 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.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation of
the financial statements is appropriate.
Our evaluation of the Directors’ assessment of
the Group’s and Company’s ability to continue
to adopt the going concern basis of accounting
included considering the inherent risks to the
Group’s and Company’s business model and
analysed how those risks might affect the Group’s
and Company’s financial resources or ability to
continue over the going concern period, including
assessing the reasonableness of the Group’s and
Company’s revenue targets and expected cash
burn.
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Group’s or the
Company’s ability to continue as a going concern
for a period of at least twelve months from the date
when the financial statements are authorised for
issue.
responsibilities and
Our
responsibilities of
the Directors with respect to going concern are
described in the relevant sections of this report.
the
2. Detecting irregularities including fraud
We identified the areas of law 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, or 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,
for
identifying, evaluating and accounting
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 internal audit function, and
the Group’s 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
meeting minutes.
• Planning and performing analytical procedures to
identify any unusual or unexpected relationships.
We identified laws and regulations, fraud risk factors
and discussed the need to remain alert amongst the
audit team.
Firstly, the Group is subject to laws and regulations
that directly affect the financial statements including
companies and financial reporting 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.
is subject to many other
Secondly, the Group
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 the most likely
to have 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
Page 24
and regulations to inquire of the Directors and other
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 addition 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; and
• evaluating the business purpose of significant
unusual entries.
As the Group is regulated, our assessment of risks
involved obtaining an understanding of the legal and
regulatory framework that the Group operates in 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 are
to identify it.
In addition, as with any audit, there remains a higher
risk of non-detection of irregularities, as these may
involve collusion,
intentional omissions,
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 judgment, were of most significance in
the audit of the financial statements and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) identified by us, including
those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team.
These matters were addressed in the context of our
audit of the financial s tatements a s a w hole, a nd in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
In arriving at our audit opinion above, including the
Page 25
Parent Company audit opinion, the Parent Company
key audit matter was as follows (unchanged from
2022): Valuation of Investment in subsidiaries and
Intercompany Loans and Receivables €54.7 million
(2022: €46.3 million). No key audit matters to report
for the Group.
Valuation of Investment in subsidiaries and expected credit losses of Intercompany Loans and Receivables €54.7 million
(2022: €46.3 million). No key audit matters to report for the Group.
Refer to Note 1 (accounting policies) and Note 11 and 13 to the Parent Company Financial Statements.
The key audit matter
How the matter was addressed in our audit
investment
intercompany
Parent Company’s
The
in
loans and
subsidiaries and
receivables make up 88% of total assets (by
value). We do not consider there to be a
significant risk of error related to the Company’s
investment in subsidiaries and intercompany
loans and receivables, or to be subject to a
significant level of judgements or estimation
due to the Group’s market capitalisation 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.
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 the 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 2023 to
the Group’s market capitalisation at the same date;
considering the appropriateness of the relevant disclosures in the
financial statements, and assessing whether these are in accordance
with relevant accounting standards.
Based on the evidence obtained we found management’s assessment of
the carrying value of the Parent Company investment in subsidiaries and
intercompany loans and receivables impairment calculation and related
disclosures to be reasonable. In determining the valuation of investment
in subsidiaries and expected credit losses of intercompany loans and
receivables, we found the Company’s judgment to be reasonable and
the relevant disclosures to be appropriate.
4. Our application of materiality and an
overview of the scope of our audit
The materiality for the Group financial statements
and the Company financial statements as a whole
was set at €0.19 million (2022: €0.21 million) and €0.19
million (2022: €0.47 million) respectively, determined
with reference to benchmarks of group expenses
(Group) and net assets of the Company (Company)
of which it represents 1% (2022: 1%) and 1% (2022:
1%) respectively. In 2023, we limited the Company
materiality to the Group materiality.
Performance materiality was set at 75% (2022: 75%)
of materiality for the financial statements as a whole,
which equates to €0.14 million (2022: €0.35 million) for
the Company.
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 are deemed to be the most
appropriate benchmark as the parent Company is a
holding company only that provides financial support
to its operating subsidiaries.
We use performance materiality to
reduce to
an appropriately low level, the probability that
the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. In applying
our judgment 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 and uncorrected misstatements exceeding
€0.1 million (2022: €0.1 million), in addition to other
identified misstatements that warranted reporting on
qualitative grounds.
We applied materiality to assist us to determine what
risks were significant risks and the procedures to be
performed.
Of the group’s nine (2022: nine) reporting components,
we subjected six (2022: six) to full scope audits for
group purposes. Those not subjected to a full scope
audit are dormant companies. All procedures were
completed by a single engagement team in Dublin.
Other information
The directors are responsible for the other information
presented in the Annual Report together with the
financial statements. The other information comprises
the information included in the Directors’ report,
Chairman’s Letter, CEO Report, Remuneration
Report, Additional ASX Information and Specific
Risks (unaudited). 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, we
report that:
• we have not identified material misstatements in
the Directors’ report;
• in our opinion, the information given in the
Directors’ report is consistent with the financial
statements;
• in our opinion, the Directors’ report has been
prepared in accordance with the Companies
Act 2014.
Our opinions on other matters prescribed by the
Companies Act 2014 are unmodified
We have obtained all
information and
explanations which we consider necessary for the
purpose of our audit.
the
In our opinion, the accounting records of the Company
were sufficient to permit the financial statements to
be readily and properly audited and the Company’s
financial statements are in agreement with the
accounting records.
We have nothing to report on other matters on which
we are required to report by exception
The Companies Act 2014 requires us to report to
you, if in our opinion, the disclosures of Directors’
remuneration and transactions required by Section
305 to 3012 of the Act are not made.
Page 26
5. Respective responsibilities and restrictions
on use
Responsibilities of directors for the financial statements
As explained more fully in the Directors’ responsibilities
statement set out on page 22, the Directors are
responsible for: the preparation of the financial
statements including being satisfied that they give
a true and fair view; such internal control as they
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error; assessing
the Group’s 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 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 Group’s members,
as a body, in accordance with Section 391 of the
Companies Act 2014. Our audit work has been
undertaken so that we might state to the Group’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the Group and the Group’s members, as a body, for
our audit work, for this report, or for the opinions we
have formed.
John Corrigan
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place, St Stephen’s Green, Dublin 2
27 March 2024
Financial Report
Consolidated Statement of Total Comprehensive Income
for the year ended 31 December 2023
Page 27
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 gain/(loss)
Items that will or may be reclassified to profit or loss
Foreign currency translation differences on
foreign operations (no tax impact)
Other comprehensive gain/(loss), net of tax
Note
2
5
2023
€
2022
€
9,397,373
8,921,499
(3,232,587)
(3,575,857)
6,164,786
5,345,642
-
1,360,637
(3,127,283)
(3,918,579)
(8,341,433)
(10,070,026)
(3,069,122)
(3,543,075)
3,4
(8,373,052)
(10,825,401)
6
6
7
8
8
(517,038)
(162,459)
5,254
63,180
(8,884,836)
(10,924,680)
(49,735)
55,221
(8,934,571)
(10,869,459)
(8,934,571)
(10,869,459)
(0.02)
(0.02)
(0.02)
(0.02)
158,081
(80,260)
158,081
(80,260)
Total comprehensive loss for the year
(8,776,490)
(10,949,719)
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
27 March 2024
Consolidated Statement of Financial Position
as at 31 December 2023
Page 28
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
Trade and other payables
Lease liabilities
Deferred income
Total non-current liabilities
Current liabilities
Trade and other payables
Lease liabilities
Current income tax liabilities
Total current liabilities
Total liabilities
Note
9
10
13
12
13
2
19
19
19
19
2023
€
491,386
1,037,034
461,061
2022
€
264,877
613,779
639,639
1,989,481
1,518,295
2,240,906
1,227,691
5,708,046
3,342,163
430,906
-
240,035
16,025
11,548,825
6,409,936
19,928,683
11,235,850
21,918,164
12,754,145
671,482
534,990
134,082,384
120,369,325
(2,586)
4,200
172,075
(2,586)
4,200
13,994
(1,351,842)
(1,351,842)
18
7,217,895
6,446,943
(131,653,947)
(123,758,477)
15
17
16
14
17
9,139,661
2,256,547
247,225
782,456
12,058
2,789,637
370,732
20,295
1,041,739
3,180,664
11,570,211
7,144,655
152,866
13,687
172,279
-
11,736,764
7,316,934
12,778,503
10,497,598
Total equity and liabilities
21,918,164
12,754,145
On behalf of the board
James Fitter
Director
Joseph Rooney
Director
27 March 2024
Page 29
Note
11
13
2023
€
2022
€
12,201,765
10,359,343
20,354,066
20,545,035
32,555,831
30,904,378
13
22,615,543
15,685,405
7,255,619
1,751,263
19
19
19
19
18
15
14
29,871,162
17,436,668
62,426,993
48,341,046
671,482
534,990
134,082,384
120,369,325
(2,586)
4,200
(2,586)
4,200
7,217,895
6,446,943
(81,151,828)
(80,304,162)
60,821,547
47,048,710
-
-
393,089
393,089
1,605,446
1,605,446
899,247
899,247
1,605,446
1,292,336
62,426,993
48,341,046
Company Statement of Financial Position
as at ended 31 December 2023
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
27 March 2024
Page 3 0
Consolidated Statement of Changes in Equity
for the year ended 31 December 2023
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 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
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
As at 1 January 2023
534,990
120,369,325
(2,586)
4,200
(1,351,842)
6,446,943
13,994
(123,758,477)
2,256,547
Loss for the year
Foreign currency translation
Total comprehensive loss
-
-
-
-
-
-
Transactions with shareholders
Issue of ordinary shares
126,724
13,713,059
Issue of ordinary shares as
consideration for services
Vesting of restricted share unit
awards
Share based compensation to
employees
Share based compensation to non-
employees
Transfer to retained earnings in
respect of expired restricted share
unit awards
Transfer to retained earnings in
respect of expired options
2,083
7,685
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(224,027)
(1,072,874)
2,038,852
329,496
(299,740)
(755)
-
(8,934,571)
(8,934,571)
158,081
-
158,081
158,081
(8,934,571)
(8,776,490)
-
-
-
-
-
-
(548,527)
13,291,256
221,944
1,065,189
-
-
-
-
2,038,852
329,496
299,740
755
-
-
As at 31 December 2023
671,482
134,082,384
(2,586)
4,200
(1,351,842)
7,217,895
172,075
(131,653,947)
9,139,661
Page 31
Company Statement of Changes in Equity
for the year ended 31 December 2023
Share
capital
Share
premium
Treasury
reserve
Other
undenominated
capital
Share
based
payment
reserve
Retained
loss
Total
equity
€
€
€
€
€
€
€
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
(68,757)
-
2,996,691
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
As at 1 January 2023
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
Transactions with shareholders
-
-
Issue of ordinary shares
126,724
13,713,059
Issue of ordinary shares as
consideration for services
Vesting of restricted share unit
awards
Share based compensation to
employees
Share based compensation to
non-employees
Transfer to retained earnings
in respect of expired restricted
share units
Transfer to retained earnings in
respect of expired options
2,083
7,685
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,886,767)
(1,886,767)
(548,527)
13,291,256
(224,027)
221,944
(1,072,874)
1,065,189
-
-
2,038,852
329,496
-
-
2,038,852
329,496
(299,740)
299,740
(755)
755
-
-
As at 31 December 2023
671,482
134,082,384
(2,586)
4,200
7,217,895
(81,151,828)
60,821,547
* Loss and total comprehensive income for the year includes an impairment provision against inter-company receivables of €Nil (2022:
€7,598,854).
Consolidated Statement of Cash Flows
for the year ended 31 December 2023
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 32
Note
2023
€
2022
€
9,721,389
8,838,970
-
1,360,637
(16,812,803)
(19,609,240)
(127,455)
(104,932)
5,254
-
(50,173)
570
621,561
(17,647)
Net cash used in operating activities
22
(7,263,788)
(8,910,081)
Cash flows from investing activities
Purchase of property, plant and equipment
Acquisition of intangible assets
10
9
(118,444)
(402,933)
(44,518)
-
Net cash used in investing activities
(521,377)
(44,518)
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid
Repayment of lease liabilities
13,839,783
(548,527)
309,458
(91,640)
21
(253,778)
(317,925)
Net cash provided by/(used in) financing activities
13,037,478
(100,107)
Net increase/(decrease) in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
5,252,313
(9,054,706)
(113,424)
288,657
6,409,936
15,175,985
Cash and cash equivalents at end of financial year
11,548,825
6,409,936
Page 3 3
Company Statement of Cash Flows
for the year ended 31 December 2023
Net cash used in operating activities
22
(7,731,941)
(9,039,095)
Note
2023
€
2022
€
Cash flows from financing activities
Proceeds from issue of shares
Transaction costs paid
Net cash provided by financing activities
Net increase/(decrease) in cash held
Foreign exchange impact on cash and cash equivalents
Cash and cash equivalents at beginning of financial year
13,839,783
(548,527)
309,458
(91,640)
13,291,256
217,818
5,559,315
(8,821,278)
(54,959)
205,564
1,751,263
10,366,977
Cash and cash equivalents at end of financial year
7,255,619
1,751,263
Notes
1. Accounting policies – Group and Company
Page 3 4
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 2023 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 2023. 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
€1,886,767 (2022: €6,360,913).
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 since then, the most
recent of which occurred in 2023 and raised A$22.8
million (€13.8 million). As at 31 December 2023, the
Group had cash balances of €11.5 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.
implementation,
The Group is impacted by the timing of contract
execution and project
some
of which are beyond the Group’s control. New
significant upfront
contracts may also
expenses related to the design of original equipment
for certain
manufacturer’s hardware
customer
increase
pressures on cash flows and cash management.
implementations which may
required
incur
the
inquiries,
including
review
After making
of cashflow projections, and considering
the
uncertainties described above, the Directors have
a reasonable expectation that the Company and
the Group have adequate resources to continue
in operational existence for the foreseeable future.
For these reasons, they continue to adopt the going
concern basis in preparing the annual financial
statements.
Adoption of IFRS and International
Financial Reporting Interpretations
Committee (IFRIC) Interpretations
The following new standards, interpretations and
standard amendments became effective for the
Group as of 1 January 2023:
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)
• Deferred Tax related to Assets and Liabilities
arising from a single transaction – Amendments
•
to IAS 12
International Tax Reform – Pillar Two Model Rules
– Amendments to IAS 12 (effective 23 May 2023)
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 2024
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:
• Non-current
Liabilities with Covenants
–
Amendment to IAS 1
• Classification of Liabilities as Current or Non-
Current – Amendments to IAS 1
• Lease Liability
in a Sale or Leaseback -
Amendments to IAS 16
• Supplier Finance Arrangements – Amendments
to IAS 7 and IFRS 7
• Lack of Exchangeability – Amendments to IAS
21 (effective from 1 January 2025)
• Sale or Contribution of Assets between and
Investor and its Associate or Joint Venture –
Amendments to IFRS 10 and IAS 28 (Available
for optional adoption/effective date deferred
indefinitely)
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
effect on
the
consolidated financial statements is included in the
following note:
the amounts
recognised
in
Trade and other receivables (note 13)
•
• Leases (notes 17 and 21)
Assumptions and estimation uncertainties
Page 3 5
Information about assumptions and uncertainties
as at 31 December 2023 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,
inter-company balances and
All
including unrealised profits arising
intra-
from
Group transactions, have been eliminated in full.
Unrealised losses are eliminated in the same manner
as unrealised gains except to the extent that there is
evidence of impairment.
c.
Investments in subsidiaries
In the Company’s financial statements, investments
in subsidiaries are carried at cost less any provision
made for impairment.
d. Translation of foreign currencies
The presentation currency of the Group and
Company is euro (€). The functional currency of the
Company is euro. Results of non-euro denominated
subsidiaries are translated into euro at the actual
exchange rates at the transaction dates or average
exchange rates for the year where this is a reasonable
approximation. The related statements of financial
position are translated at the rates of exchange
ruling at the reporting date. Adjustments arising
on translation of the results of non-euro subsidiaries
at average rates, and on the restatement of the
opening net assets at closing rates, are dealt with in
a separate translation reserve within equity.
Transactions in currencies different to the functional
currencies of operations are recorded at the rate
of exchange ruling at the date of the transaction.
Monetary assets and
in
foreign currencies are retranslated into the functional
currency at the rate of exchange at the reporting
date. All translation differences are taken to the
income statement through the finance expense line.
liabilities denominated
e. Revenue
The Group’s revenue consists primarily of revenues
from its client contracts with healthcare providers
for the provision and support of the Oneview
Solution. Revenue comprises the fair value of the
consideration received or receivable for the sale
of products and services in the ordinary course
of the Group’s activities. Revenue is shown net of
value-added-tax (VAT) and discounts. The Group
recognises revenue when the amount of revenue
can be reliably measured, it is probable that future
economic benefits will flow to the entity and when
specific criteria have been met for each of the
Group’s activities as described below. Where a
performance obligation is satisfied but the client has
not yet been billed, this is recognised as a deferred
contract asset. When consideration is received in
advance of work being performed, or amounts billed
to a client are in excess of revenue recognised on
the contract, this is recognised as deferred income.
i.
Software usage and content
Software usage and content revenue is earned from
the use of the Group’s solution by its clients. Revenue
is earned by charging a fee based on the number of
beds for which the Oneview Solution is installed and
is charged on a daily basis. This daily charge may
vary depending on the level of functionality and
content provided.
Contracts for the use of the Oneview Solution are
typically five years in duration with fees typically
billable annually in advance. Software usage and
content revenue are recognised on a daily basis.
Revenue is recognised rateably over the life of the
contract and commences following completion of
user acceptance testing (UAT) by the client.
ii. Support income
Support income relates to email and phone support,
bug fixes and unspecified software updates and
upgrades released during the maintenance term.
Support services for hardware relates to phone
and/or onsite support. The level of support varies
depending on the contract.
Page 36
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
is
revenue
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
recognised by
professional services
reference to the stage of completion accounting
method. The Group measures percentage of
completion based on labour hours incurred to
date as a proportion of total hours allocated to the
contract, or for installation of hardware based on
units installed as a proportion of the total units to
install. If circumstances arise that may change the
original estimates of revenues, costs or extent of
progress toward completion, estimates are revised.
These revisions may result in increases or decreases
in estimated revenues or costs and are reflected in
the period in which the circumstances that give rise
to the revision become known by management.
f.
Income tax
Income tax expense
income statement
represents the sum of income tax currently payable
and deferred income tax.
in the
Income tax currently payable is based on taxable
profit for the year. Taxable profit differs from net profit
as reported in the income statement because it
excludes items of income or expense that are taxable
or deductible in other years and further excludes
items that are not taxable or deductible. The Group’s
liability for income tax is calculated using rates that
have been enacted or substantively enacted at
the reporting date. Income tax is recognised in the
income statement except to the extent that it relates
to items recognised directly in other comprehensive
income or equity.
Deferred income tax is provided, using the liability
method, on all differences between the carrying
amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes
except those arising from non-deductible goodwill
or on initial recognition of an asset or liability which
affects neither accounting nor taxable profit.
income tax assets and
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:
Fixtures, fittings and equipment
Land and buildings
10% - 33%
2-7 years
Page 37
the proceeds from disposal with the carrying amount
of property, plant and equipment, and are recognised
net through profit or loss in the consolidated statement
of total comprehensive income.
The carrying values of property, plant and equipment
are reviewed for indicators of impairment at each
reporting date and are subject to impairment testing
when events or changes in circumstances indicate
that the carrying values may not be recoverable.
h.
Intangible assets
Computer software
Acquired computer software licenses are capitalised
on the basis of the costs incurred to acquire and
bring to use the specific software. These costs are
amortised over their estimated useful lives of three to
five years.
Internally generated intangible assets – research and
development
Expenditure on research activities undertaken with
the prospect of gaining new technical knowledge
and understanding is recognised in the income
statement as an expense as incurred. Expenditure on
development activities, whereby research findings
are applied to a plan or design for new or substantially
improved products or processes is capitalised if the
product or process is (i) technically and commercially
feasible; (ii) future economic benefits are probable;
and (iii) the company intends to and has sufficient
resources to complete the development. Capitalised
expenditure includes direct labour and an appropriate
proportion of overheads. Other development
expenditure is recognised through profit or loss in
the consolidated income statement as an expense
as incurred. Capitalised development expenditure
is stated at cost less accumulated amortisation and
impairment losses.
Amortisation is recognised through profit or loss
in the consolidated statement of comprehensive
income on a straight-line basis over the estimated
useful lives of intangible assets and amortisation
commences in the year of capitalisation, as this best
reflects the expected pattern of consumption of the
future economic benefits embodied in the asset. The
estimated useful lives for the current and comparative
periods are as follows:
Capitalised development costs
straight line
5 years
Amortisation methods, useful
residual
values are reviewed at each financial year-end and
adjusted if appropriate.
lives and
Gains and losses on disposal of an item of property,
plant and equipment are determined by comparing
The carrying values of intangible assets are reviewed
for indicators of impairment at each reporting date
Page 3 8
and are subject to impairment testing when events or
changes in circumstances indicate that the carrying
values may not be recoverable.
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 grants
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
Restricted stock share unit plan (RSU)
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
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
In 2019, the Company adopted a new Restricted Share
Unit Plan (‘RSU’) to replace the existing Restricted
Stock Share Plan. The total amount to be expensed
over the vesting period is determined by reference
to the fair value of the awards granted. At each
reporting date, the estimate of the number of awards
that are expected to vest is revised. The impact of
the revision of original estimates, if any, is recognised
in the income statement, with a corresponding
adjustment to equity. The total expense is recognised
over the vesting period which is the period over which
all the specified vesting conditions are satisfied.
n. Finance income and finance costs
The Group’s finance income and finance costs
include:
interest income
interest expense
lease interest expense
foreign currency translation gain/loss
•
•
•
•
• bank charges
Interest income or expense is recognised using the
effective interest method.
o. Financial instruments
q. Deferred income
Page 39
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,
the Group applies
to
measuring expected credit losses using a lifetime
expected loss allowance.
the simplified approach
The Company applies the general approach in
calculating ECLs on its intercompany loans. Where the
recoverable amount of the investment in subsidiaries
is less than the carrying amount, an impairment loss is
recognised. As there was an indicator of a significant
increase in credit risk as a result of negative cash flows
and net liabilities in certain subsidiary undertakings,
the Company has provided for impairment losses.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or other
financial liabilities. Financial liabilities are classified as
at fair value through profit or loss if the financial liability
is either held for trading or it is designated as such
upon initial recognition.
p. Contract assets
A contract asset is recognised when a performance
obligation is satisfied (and revenue recognised),
but the payment conditions relate to the Group’s
fulfilment of other performance obligations in the
contract. Contract assets are different from trade
receivables, because trade receivables represent an
unconditional right to receive payment.
Deferred income relates to advance consideration
received from clients for which revenue is recognised
in line with the Group’s accounting policy.
r.
Leases
The Group recognises a right-of-use asset and a lease
liability at the lease commencement date. The right-
of-use asset comprises the initial amount of the lease
liability, adjusted for any lease payments made at
or before the commencement date, plus any initial
direct costs. The right of use asset is subsequently
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 11% is
used, which the Group considers to be its incremental
borrowing rate, to calculate the present value of
lease commitments.
The lease liability is subsequently increased by the
interest cost on the lease liability and decreased by
lease payments made. It is remeasured when there
is a change in future lease payments arising from a
change in an index or rate, a change in the estimate of
the amount expected to be payable under a residual
value guarantee, or as appropriate, changes in the
assessment of whether a purchase or extension option
is reasonably certain to be exercised or a termination
option is reasonably certain not to be exercised.
Lease commitments are recognised as a liability and
a right-of-use asset on the Group’s Consolidated
Statement of Financial Position. A right-of-use asset
has been capitalised on the Group’s Consolidated
Statement of Financial Position. This right-of-use
asset is depreciated over the term of the lease as an
operating expense, with an associated finance cost
applied annually to the lease liability, in the Group’s
Consolidated Statement of Comprehensive Income.
The Group has applied judgment to determine the
lease term for some lease contracts which include
renewal options in which it is a lessee. The assessment
of whether the Group is reasonably certain to exercise
such options impacts the lease term, which significantly
affects the amount of lease liabilities and right-of-
use assets recognised. The Group has also applied
judgment to determine the appropriate discount rate.
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). The CODM
has been identified as our executive management
Page 4 0
team. The executive management team comprises
the CEO, CFO, Chief Commercial Officer and Chief
Product and Strategy Officer. The CODM assess the
performance of the business, and allocates resources,
based on the consolidated results of the company.
Revenue by type and geographical region is as
follows:
Recurring revenue:
Software usage and content
Support income
License 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
2023
€
4,261,096
2,194,692
144,247
6,600,035
1,966,050
831,288
2,797,338
9,397,373
2023
€
42,684
6,375,059
2,366,402
545,327
67,901
9,397,373
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
Page 41
Major clients
Revenues from client A totalled €2,361,849 (2022: €2,000,983) and represented 25% (2022: 22%) of total revenues. Revenues from Client B
totalled €1,262,986 (2022: €664,010) and represented 13% (2022: 7%) of total revenue. Revenues from Client C totalled €1,130,770 (2022:
€1,659,571) and totalled 12% (2022: 19%) of total revenue.
Receivables, contract assets and contract liabilities from contracts with clients:
Receivables, which are included in ‘trade and other receivables’
Contract assets
Deferred income
2023
€
2,524,369
430,906
2022
€
995,595
240,035
(4,861,697)
(3,254,481)
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date. The
contract assets are located outside of the country of domicile, primarily in the US. The contract assets are transferred to receivables when
the rights become unconditional. This usually occurs when the Group issues an invoice to the client.
Balance at start of year
Transfers from contract assets recognised at the beginning
of the year to receivables
Increase/(decrease) as a result of changes in the measure
of progress
Increase as a result of additions in the year
Balance at end of year
2023
€
240,035
(79,675)
172,647
97,899
430,906
2022
€
309,466
(87,619)
(53,913)
72,101
240,035
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 capitalised development costs
Depreciation of property, plant and equipment
Loss on disposal of property, plant and equipment
Foreign exchange loss
2023
€
3,254,481
(3,190,596)
4,797,812
4,861,697
2023
€
176,424
309,554
-
314,247
2022
€
3,333,689
(3,252,468)
3,173,260
3,254,481
2022
€
213,890
460,013
5,967
57,527
4. Employee numbers and benefits expense
The average number of permanent full-time persons (including executive directors) employed by the Group during the year was 79
(2022: 90).
Page 42
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 Employment Retention Credits received
2023
2022
Number
Number
9
61
9
79
2023
€
6,850,370
738,005
2,038,852
291,462
7,370
-
9,926,059
9
71
10
90
2022
€
7,393,447
806,742
2,996,691
833,789
120,506
(248,398)
11,902,777
Included within the defined contribution retirement benefit charge and disability payments for 2022 is a provision for 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.
Directors’ remuneration
Short-term employee benefits
Post-employment benefits
Intrinsic value on vesting
Total compensation
2023
€
622,896
20,287
250,641
2022
€
572,851
40,801
81,529
893,824
695,181
The share based payment fair value charge in respect of key management personnel for the year ended 31 December 2023 was
€1,341,017 (2022: €2,034,684).
Key management personnel are deemed to be comprised of all board members, the CFO, the Chief Product and Strategy Officer
and the Chief Commercial Officer. Total remuneration for key management personnel in 2023 was €1,450,264 (2022: €1,113,430).
5. Other income
There was no other income in 2023. The other income in 2022 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 prior period and
were reflected in professional and legal fees within general and administrative costs.
6. Finance (charges) / income
Bank charges
Foreign exchange loss
Interest charge on lease liabilities
Interest charges
Finance charges
Gain on modification of lease liabilities
Interest income
Finance income
Page 4 3
2022
€
(21,723)
(57,527)
(73,091)
(10,118)
2023
€
(17,525)
(314,247)
(90,012)
(95,254)
(517,038)
(162,459)
-
5,254
5,254
62,610
570
63,180
Included within the interest charges for the year ended 31 December 2023 is €75,336 in respect of accrued interest on payroll related
taxes which have been deferred under the Irish Revenue Commissioner Debt Warehousing scheme for the period May 2020 to December
2021. The Group is in discussions with the Irish Revenue Commissioners about a Phased Payment Arrangement. In accordance with the
rules of the scheme, the Group had been accruing interest at a rate of 3% on the debt. On 5 February 2024, the Minister for Finance
announced that the interest rate applicable to warehoused debt will be reduced to 0%. The interest accrued to 31 December 2023
totalling €75,336 will be reversed in the year ended 31 December 2024.
7. Income tax
The components of the income tax charge for the years ended 31 December 2023, and 2022 were as follows:
Current tax expense
Foreign tax for the year
Income tax (charge)/credited in Consolidated
statement of total comprehensive income
2023
€
(49,735)
(49,735)
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
2023
€
2022
€
(8,884,836)
(10,924,680)
12.5%
12.5%
Tax at Irish standard tax rate
(1,110,605)
(1,365,585)
Tax effect of permanent items
Losses for which no deferred tax is recognised
Effect of foreign tax
Income taxed at higher rate
Non-taxable losses/(profits)
Total tax charge/(credit)
343,462
684,018
22,436
104,046
6,378
49,735
374,586
1,343,343
(140,820)
63,696
(330,441)
(55,221)
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 €14,970,540 (31 December 2022: €14,286,522). 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 2023 and 2022 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
(i) Weighted-average number of ordinary shares (basic)
Issued ordinary shares at 1 January
Effect of shares issued
Page 4 4
2022
€
2023
€
13,579,780
12,943,179
(238,742)
279,612
1,349,890
(229,235)
299,305
1,273,273
14,970,540
14,286,522
2023
€
2022
€
(8,934,571)
(10,869,459)
588,668,829
522,319,679
(0.02)
(0.02)
2023
No.
2022
No.
534,990,444
518,477,053
53,678,385
3,842,626
Weighted average number of ordinary shares at 31 December
588,668,829
522,319,679
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
2023
€
2022
€
(8,934,571)
(10,869,459)
588,668,829
522,319,679
(0.02)
(0.02)
2023
No.
2022
No.
534,990,444
518,477,053
53,678,385
3,842,626
Weighted average number of ordinary shares at 31 December
588,668,829
522,319,679
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 703,658,850 (2022: 567,057,257). The weighted average number of ordinary shares, including potentially dilutive
shares, is 640,806,485 (2022: 562,689,187).
9. Intangible assets
Cost
At 1 January 2022
Foreign exchange translation differences
Page 4 5
Software
Development
costs
Total
€
€
€
215,685
5,602
5,213,747
5,429,432
-
5,602
At 31 December 2022
221,287
5,213,747
5,435,034
At 1 January 2023
Foreign exchange translation differences
221,287
18,006
5,213,747
384,927
5,435,034
402,933
At 31 December 2023
239,293
5,598,674
5,837,967
Accumulated amortisation and impairment losses
At 1 January 2022
Amortisation
Foreign exchange translation differences
215,685
-
5,602
4,734,980
213,890
-
4,950,665
213,890
5,602
At 31 December 2022
221,287
4,948,870
5,170,157
At 1 January 2023
Amortisation
At 31 December 2023
Carrying amount
At 1 January 2022
At 31 December 2022
At 31 December 2023
221,287
-
4,948,870
176,424
5,170,157
176,424
221,287
5,125,294
5,346,581
-
-
478,767
264,877
478,767
264,877
18,006
473,380
491,386
Amortisation & Impairment losses
Amortisation expense of €176,424 (2022: €213,890) has been charged in product development and delivery expenses in the Consolidated
statement of comprehensive income.
Page 46
10. Property, plant and equipment
Fixtures, fittings
and equipment
€
Land and
Buildings*
€
Total
€
Cost
At 1 January 2022
Additions during the year
Modification
Disposals
Foreign exchange translation differences
At 31 December 2022
At 1 January 2023
Additions during the year
Foreign exchange translation differences
At 31 December 2023
Depreciation
At 1 January 2022
Charge for the year
Disposal
Foreign exchange translation differences
1,507,336
44,518
-
(15,794)
22,772
1,558,832
1,558,832
118,444
(10,478)
1,666,798
1,283,667
92,545
(9,827)
16,568
2,002,916
3,510,252
-
44,518
(281,151)
(281,151)
-
47,189
(15,794)
69,961
1,768,954
3,327,786
1,768,954
3,327,786
646,089
(19,668)
764,533
(30,146)
2,395,375
4,062,173
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
At 1 January 2023
Charge for the year
Foreign exchange translation differences
At 31 December 2023
Net book value
At 1 January 2022
At 31 December 2022
At 31 December 2023
1,382,953
63,961
6,828
1,453,742
223,669
175,879
213,056
1,331,054
2,714,007
245,593
(5,250)
309,554
1,578
1,571,397
3,025,139
1,059,216
1,282,885
437,900
613,779
823,978
1,037,034
* 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 47
2023
€
2022
€
10,359,343
1,842,422
7,673,750
2,685,593
12,201,765
10,359,343
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 2023, 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
2023
100%
2022
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%
2023
2022
€
€
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
10,359,343
1,842,422
7,673,750
2,685,593
12,201,765
10,359,343
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 2023, the company had the following subsidiary undertakings:
Finished goods
Page 4 8
Group
Company
2023
€
2022
€
2,240,906
1,227,691
2,240,906
1,227,691
2023
2022
€
-
-
€
-
-
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 €1,688,987 (2022: €1,650,610).
13. Trade and other receivables
Group
Company
Amounts falling due within one year:
Trade receivables
2,524,369
995,595
2023
€
2022
€
2023
2022
€
-
€
-
Prepaid expenses and other current assets
1,723,146
1,638,690
421,031
243,374
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:
1,460,531
628,224
-
-
-
-
-
-
-
79,654
21,685,612
14,935,801
500,399
8,501
500,399
5,831
5,708,046
3,342,163
22,615,543
15,685,405
Research and development tax credit
Amounts due from group companies2
461,061
639,639
-
-
-
-
20,354,066
20,545,035
6,169,107
3,981,802
42,969,609
36,230,440
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 2022
Advances to subsidiary undertakings and other movements
At 31 December 2022
At 1 January 2023
Advances to subsidiary undertakings and other movements
At 31 December 2023
Provision for impairment
At 1 January 2022
Increase in provision
At 31 December 2022
At 1 January 2023
Increase in provision
At 31 December 2023
Carrying amount
At 1 January 2022
At 31 December 2022
At 31 December 2023
Provision for impairment
Page 49
Total
€
80,824,596
9,122,166
89,946,762
89,946,762
6,749,811
96,696,573
67,412,107
7,598,854
75,010,961
75,010,961
-
75,010,961
13,412,489
14,935,801
21,685,612
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 in previous years, 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 2023 and determined
that an impairment charge of € Nil (2022: €7,598,854) 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 2023
As at December 2022
Less than
30 days
Between
31-60 days
Between
61-90 Days
More than
90 days
Credit
Impaired
Total
€
497,167
930,913
€
1,970,593
€
-
50,880
10,692
€
56,609
3,110
€
-
-
€
2,524,369
995,595
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 2023, a significant portion of the trade receivables related to a limited
number of clients as follows: Client A 43% (2022: 29%), Client B 19% (2022: 25%) and Client C 11% (2022: 13%).
The carrying amounts of the Group’s trade receivables is denominated in the following currencies:
US Dollar
Australian Dollar
AED
Euro
Thai Baht
Page 5 0
2022
€
748,407
222,510
19,512
5,166
-
995,595
2023
€
1,692,658
65,596
4,187
484,353
277,575
2,524,369
14. Trade and other payables (current)
Trade payables
Payroll related taxes
Superannuation
Group
Company
2023
€
2022
€
2023
€
1,270,907
1,071,692
44,937
2,769,607
151,715
493,977
68,368
44,278
-
2022
€
29,577
6,561
-
Other payables and accruals
2,404,490
2,469,283
233,728
265,175
VAT payable
Deferred income
R&D tax credit – deferred grant income
Amounts due to group companies
77,882
74,281
4,849,639
3,234,186
129,318
99,220
-
-
-
-
-
-
-
-
832,804
597,934
11,570,211
7,144,655
1,605,446
899,247
Included within payroll related taxes due at 31 December 2023 is €2,552,194 (2022: €2,476,858) relating to the Irish Revenue Commissioner
Debt Warehousing scheme for the period May 2020 to December 2021. The Group is in discussions with the Irish Revenue Commissioners
about a Phased Payment Arrangement. In accordance with the rules of the scheme, the Group had been accruing interest at a rate of 3%
on the debt. On 5 February 2024, the Minister for Finance announced that the interest rate applicable to warehoused debt will be reduced
to 0%. The interest accrued to 31 December 2023 totalling €75,336 will be reversed in the year ended 31 December 2024.
15. Trade and other payables (non-current)
Other payables and accruals
Payroll related taxes
16. Deferred income (non-current)
Deferred income
Group
Company
2023
€
2022
€
247,225
312,779
-
2,476,858
247,225
2,789,637
2023
2022
€
-
-
-
€
-
393,089
393,089
Group
Company
2023
€
2022
€
12,058
20,295
2023
2022
€
-
€
-
17. Lease liabilities
Current
Non-current
Page 51
Group
2023
€
2022
€
152,866
782,456
172,279
370,732
935,322
543,011
Company
2023
2022
€
-
-
-
€
-
-
-
18. Share-based payments
At 31 December 2023, 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
2023
Weighted average
exercise price 2023
Number of options
2022
Weighted average
exercise price 2022
Outstanding at 1 January
Forfeited during the year
Exercised during the year
Granted during the year
1,493,000
(289,500)
-
-
€0.199
€0.646
-
-
13,836,000
(368,000)
(12,000,000)
25,000
Outstanding at 31 December
1,203,500
€0.091
1,493,000
Exercisable at 31 December
416,372
€0.140
462,121
€0.048
€0.155
€0.026
€0.071
€0.199
€0.145
The options outstanding at 31 December 2023 had an exercise price in the range of €0.001 to €0.17 (2022: €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
2023
Range
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2022
25,000
€0.011
€0.071
€0.071
33.0%
2.0%
Nil
Range
€0.011 to €0.011
€0.071 to €0.071
€0.071 to €0.071
33.0%
2.0%
3 - 4 years
Operating loss for the year ended 31 December 2023 is stated after charging €1,753 in respect of the Employee Share Option Program
(2022: €9,614) in respect of non-cash stock compensation expense.
Page 52
b.
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
Forfeited
Number of instruments
2023
30,573,415
15,038,629
(7,684,865)
(3,406,034)
2022
28,523,415
11,897,130
(4,513,391)
(5,333,341)
Balance at end of year
34,521,145
30,573,813
As at 31 December 2023, 34,521,145 RSU’s were outstanding with a vesting term and performance conditions as follows:
Recipients
Number of
instruments
Vesting Term
Vesting conditions
Non-Executive Directors
3,605,795
1 - 3 Years
Continued board appointment
Executive Directors/employees
30,915,350
3 Years
Recurring revenue targets/
personal milestones/continued
employment
34,521,145
Operating loss for the year ended 31 December 2023, is stated after charging €2,366,595 in respect of the Restricted Stock Share Unit plan
(2022: €2,987,077) for non-cash stock compensation expense.
19. Share capital and other reserves – Group and Company
Page 5 3
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
2023
2022
1,000,000,000
750,000,000
€0.001
€0.001
420,000
€0.01
420,000
€0.01
€
€
1,000,000
750,000
4,200
4,200
1,004,200
754,200
Issued share capital
Ordinary shares
No of ordinary
shares
Par value
of units
Share
capital
€
Share
premium
€
Total
€
Balance at 1 January 2022
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
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
Balance at 31 December 2022
534,990,444
€0.001
534,990
120,369,325
120,904,315
Share issue – 2 Mar 2023
Share issue – 2 Aug 2023
Share issue – 3 Aug 2023
Share issue – 31 Aug 2023
Share issue – 4 Sept 2023
Share issue – 21 Sept 2023
Share issue – 12 Nov 2023
Share issue – 17 Nov 2023
Share issue – 27 Nov 2023
552,466
111,111,111
457,500
15,612,474
3,154,377
1,316,667
106,666
2,097,189
2,083,333
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
€0.001
552
-
552
111,111
12,057,300
12,168,411
458
-
458
15,613
1,655,759
1,671,372
3,154
1,317
107
2,097
2,083
-
-
-
-
-
3,154
1,317
107
2,097
2,083
Balance at 31 December 2022
671,482,227
€ 0.001
671,482
134,082,384
134,753,866
7,684,865 ordinary shares were issued during the year, in respect of 7,684,865 restricted share unit awards which vested during the year
and were issued at a price of €0.001 per share.
On 25 July 2023, the Company announced to the ASX that it had successfully conducted a placement (“Placement”) to raise A$20
million (equivalent to approximately €12.2 million), before costs, through the issue of 111,111,111 CHESS depository interests (“CDIs”) over
new fully paid ordinary shares, to new and existing institutional investors at a price per share of A$0.18.
On 25 July 2023, the Company also announced its intention to raise up to A$2 million by way of a conditional security purchase plan
(“SPP”). On 28 August 2023, the Company announced that it had received valid applications for A$5.6 million worth of New CDIs under
the SPP and that the Plan was oversubscribed by A$3.6 million. The Board of Directors exercised its discretion under the terms of the SPP
and scaled back applications by 50%. A$2.8 million worth of New CDIs under the SPP (15,612,474 CDIs) were issued at an issue price of
A$0.18 per share.
Page 5 4
The total funds raised from the Placement and the SPP are to be used primarily to execute on fresh growth opportunities; develop Oneview’s
BYOD product; expand global sales and marketing to new target new markets for Cloud and BYOD; and provide general working capital,
including payment of offer costs.
The Company incurred costs of €548,527 associated with the raising of equity share capital funds during the prior year, and which have
been recorded against retained earnings.
The Company entered into an investor awareness agreement with StocksDigital. The StocksDigital Agreement is for a period of 18 months
commencing 20 November 2023, for which the Company allotted 2,083,333 CHESS depositary interests (CDIs) over fully paid shares in the
Company to StocksDigital in lieu of the payment of A$375,000 (€228,000) for agreed services to be provided by StocksDigital.
4,513,391 ordinary shares were issued during the prior 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 prior 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.
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
2023, 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 5 5
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
Additions to right-of-use assets
Modification 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
2023
€
2022
€
437,900
1,059,216
646,089
-
-
(281,151)
(245,593)
(367,468)
(14,418)
27,303
823,978
437,900
2023
€
90,012
39,395
2022
€
73,091
100,831
(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
2023
2022
€
90,012
253,778
€
73,091
317,925
343,790
391,016
22. Reconciliation of net cash used in operating activities
Consolidated
Page 56
2023
€
2022
€
Loss for the year after income tax
(8,934,571)
(10,869,459)
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
Changes in assets and liabilities
Increase in inventories
Increase in trade and other receivables
(Increase)/decrease in contract assets
Increase/(decrease) in deferred income
Increase/(decrease) in trade and other payables
309,554
-
176,424
-
(623,631)
49,735
197,537
2,368,348
314,247
(1,013,215)
(1,533,576)
(190,871)
1,607,216
181,389
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)
Cash used in operating activities
(7,091,414)
(9,409,633)
Finance charges paid
Interest received
Research and development tax credit received
Income tax paid
(127,455)
(104,932)
5,254
-
(50,173)
570
621,561
(17,647)
Net cash used in operating activities
(7,263,788)
(8,910,081)
Reconciliation of movement of liabilities to cash flows arising from financing activities
At 1 January 2022
Modification of lease liabilities
Repayment of lease liabilities
At 1 January 2023
Additions to lease liabilities
Repayment of lease liabilities
At 31 December 2023
Lease liabilities
1,204,697
(343,761)
(317,925)
543,011
646,089
Total
€
1,204,697
(343,761)
(317,925)
543,011
646,089
(253,778)
(253,778)
935,322
935,322
Company
Loss for the year after income tax
Non-cash items
Net finance income
Share based payment expense
Impairment charges
Foreign exchange loss/(gain)
Changes in assets and liabilities
Increase in trade and other receivables
(Increase)/decrease in loan to group company
Increase/(decrease) in trade and other payables
Cash used in operating activities
Finance charges paid
Interest received
Net cash used in operating activities
Page 57
2023
€
2022
€
(1,886,767)
(6,360,913)
(1,314,014)
525,926
-
(656,985)
455,666
7,598,854
1,654,957
(2,312,402)
(6,930,138)
(9,010,676)
(870,950)
301,154
895,004
(146,768)
(8,519,832)
(9,538,220)
(7,687)
795,578
(10,446)
509,571
(7,731,941)
(9.039,095)
23. Financial instruments
Page 5 8
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 €11.5 million at 31 December 2023 (2022: €6.4 million). The Company held cash and cash
equivalents of €7.2 million at 31 December 2023 (2022: €1.8 million). The cash and cash equivalents are held with bank and financial
institution counterparties, which are AA- based on Moody’s rating agency ratings.
Expected credit loss assessment
The Group and Company allocate each exposure to a credit risk grade based on data that is determined to be predictive of the risk of
loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections and
available press information about clients) and applying experienced credit judgment. Credit risk grades are defined using qualitative
and quantitative factors that are indicative of the risk of default and are aligned to external credit rating definitions from credit rating
agencies.
Exposures within each credit risk grade are segmented by geographic region and industry classification and an ECL rate is calculated for
each segment based on delinquency status and actual credit loss experience over the past seven years.
The Group’s clients are primarily state controlled public hospitals in their relevant jurisdictions and have strong credit ratings. Accordingly,
any expected credit loss is not material.
Liquidity risk
The principal operating cash requirements of the Group include payment of salaries, suppliers, office rents and travel expenditures. The
Group primarily finances its operations and growth through the issuance of ordinary shares and receipts from clients.
The Group’s primary objectives in managing its liquid and capital resources are as follows:
•
•
•
to maintain adequate resources to fund its continued operations;
to ensure availability of sufficient resources to sustain future development and growth of the business;
to maintain sufficient resources to mitigate risks and unforeseen events which may arise.
The Group manages risks associated with liquid and capital resources through ongoing monitoring of actual and forecast cash balances
and by reviewing the existing and future cash requirements of the business. The following table sets out details of the maturity of the
Group’s financial liabilities into the relevant maturity groupings based on the remaining period from the financial year end date to
contractual maturity date:
Group
Year ended 31 December 2023
Trade and other payables
(3,922,622)
(3,922,622)
(3,812,724)
(38,996)
(70,902)
€
€
€
€
€
€
-
€
-
Carrying
amount
Contractual
cashflows
6 months
or less
6-12
months
1-2
years
2-5
years
More than
5 years
(935,322)
(1,357,034)
(117,881)
(122,958)
(252,950)
(424,287)
(438,958)
Lease liabilities
Payroll related taxes
Year ended 31 December 2022
(2,769,607)
(2,769,607)
(2,769,607)
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)
(3,459,692)
(394,062)
Lease liabilities
Payroll related taxes
(543,011)
(668,391)
(209,199)
(98,951)
(136,847)
(223,394)
(2,628,573)
(2,628,573)
(151,715)
-
(2,476,858)
-
Page 59
Company
Year ended 31 December 2023
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
(278,665)
(278,665)
(278,665)
€
€
€
€
-
Payroll related taxes
(493,977)
(493,977)
-
(493,977)
€
-
-
€
-
-
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
Payroll related taxes
(294,752)
(393,089)
(294,752)
(294,752)
(393,089)
-
€
€
€
€
-
-
€
-
(393,089)
€
-
-
€
-
-
€
-
-
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 2023:
Cash and cash equivalents
Trade receivables
Trade and other payables
U.S.
Dollar
2023
€
Australian
Dollar
2023
€
2,134,078
1,654,911
1,692,657
65,596
AED
2023
€
52,010
4,187
(220,731)
(531,446)
(545,129)
Thai
Baht
2023
€
219,686
277,575
(20,635)
GBP
2023
€
18,176
-
(9,396)
Total transaction risk
3,606,004
1,189,061
(488,932)
476,626
8,780
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 2023 amounted to €314,247 (2022: loss of €57,527).
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
Company
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2023:
Page 6 0
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
U.S.
Australian
Dollar
Dollar
2023
2023
€
74,129
20,354,066
6,180
20,434,375
€
208,755
-
22,780
231,535
Pound
Sterling
2023
€
1,644
-
-
1,644
The following table sets out the Company’s transaction risk in relation to financial assets and liabilities at 31 December 2022:
U.S.
Australian
Dollar
Dollar
2021
2021
Cash and cash equivalents
Loan to Group Company
Trade and other payables
Total transaction risk
€
1,467,716
20,545,035
-
22,012,751
The following significant exchange rates applied during the year:
Pound
Sterling
2021
€
€
114,224
1,294
-
29,752
143,976
-
-
1,294
euro 1: US$
euro 1: A $
euro 1: THB
euro 1: AED
Average Rate
Closing Rate
2023
1.0797
1.6300
37.6231
3.9648
2022
1.0558
1.5146
36.866
3.803
2023
1.10500
1.62630
37.97300
4.05283
2022
1.0666
1.5693
36.835
3.919
Foreign currency sensitivity analysis
A 10% weakening 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 €213,000 (2022: €35,000).
A 10% appreciation 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 €175,000 (2022: €36,000).
Page 61
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 2023
31 December 2022
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
11,548,825
2,524,369
14,073,194
(3,922,622)
(2,769,607)
11,548,825
2,524,369
14,073,194
(3,922,622)
(2,769,607)
6,409,936
995,595
7,405,531
6,409,936
995,595
7,405,531
(3,853,754)
(3,853,754)
(2,628,573)
(2,628,573)
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 2023
31 December 2022
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
7,255,619
20,434,375
27,689,994
7,255,619
20,434,375
27,689,994
1,751,263
1,751,263
20,545,035
20,545,035
22,296,298
22,296,298
31 December 2023
31 December 2022
Carrying
amount
Fair
value
Carrying
amount
Fair
value
€
€
€
€
(278,665)
(493,977)
(772,642)
(278,665)
(493,977)
(772,642)
(294,752)
(294,752)
(399,650)
(694,402)
(399,650)
(694,402)
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.
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 2023*
Interest at
31 December 2022*
Page 62
Number of instruments
Number of instruments
Joseph Rooney
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Nashina Asaria
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Mark Cullen
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
James Fitter
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Barbara Nelson
Oneview Healthcare PLC
Helena D’Arcy
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Ordinary shares €0.001
Restricted Stock Units
John Paul Howe
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
Niall O’Neill
Oneview Healthcare PLC
Ordinary shares €0.001
Restricted Stock Units
+ beneficiary of a trust which holds these securities
* or date of appointment/resignation
3,849,126
470,833
249,248
874,999
11,837,286+
1,182,065
14,933,090
18,000,000
-
1,077,898
771,271
800,000
782,860
800,000
977,620
1,133,333
3,597,340
535,714
67,105
1,023,809
-
-
14,185,471
11,413,480
-
-
539,056
1,294,075
619,056
1,294,075
761,111
1,794,075
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 2023
31 December 2022
ASX
Irish
ASX
Irish
32,933,090
32,973,541
25,598,951
25,639,402
In accordance with the Articles of Association at least one third of the directors are required to retire annually by rotation. Michael Kaminski
and Dr. Lyle Berkowitz resigned during the year and did not go forward for re-election at the Company’s Annual General Meeting on 27th
October 2023.
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 3
25. Auditor’s remuneration
Audit fees
Tax fees
Other non – audit assurance services
Year ended 31 December 2023
Year ended 31 December 2022
Group
Auditor
Affiliated
Firms
Total
Group
Auditor
Affiliated
Firms
Total
€
€
€
€
€
€
115,000
8,373
123,373
115,500
8,544
124,044
10,000
2,000
49,071
59,071
-
2,000
10,000
2,000
42,907
-
52,907
2,000
127,000
57,444
184,444
127,500
51,451
178,951
Audit fees for the Company for the year are included in the amount above and are set at €10,000 (2022: €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 27 March 2024.
Page 6 4
Additional ASX Information
Shareholder Information
As of 19 March 2024, the issued share capital of Oneview Healthcare PLC consists of 674,212,561 ordinary shares of €0.001
each held by 3,377 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 3,377 CDI holders. The top 20 security holders held 517,840,700
CDIs comprising 76.8% 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 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
174
1,314
545
1,109
235
3,377
56,237
3,572,761
4,217,734
35,834,028
630,531,801
674,212,561
0.01
0.53
0.63
5.31
93.52
100.00
There were 500 shareholders, with a total of 497,253 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 6 5
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
Bell Potter Nominees Ltd
Citicorp Nominees Pty Limited
UBS Nominees Pty Ltd
HSBC Custody Nominees (Australia) Limited - GSI EDA
HSBC Custody Nominees (Australia) Limited - A/C 2
James Fitter
BNP Paribas Noms Pty Ltd
Manderrah Pty Limited
Longbridge Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
BNP Paribas Noms Pty Ltd
S3 Consortium Holdings Pty Ltd
Barana Capital Pty Limited
AJA Investments Pty Ltd
Mark McCloskey
Berne No 132 Nominiees Pty Ltd
Top 4 Pty Ltd
J P Morgan Nominees Australia Pty Limited
Walling Pty Ltd
Top 20 holders of CDIs
Total remaining holders
Total CDIs on issue
199,835,075
69,301,674
61,689,941
30,547,204
27,189,768
16,824,365
14,933,090
14,856,524
12,083,333
11,111,111
9,106,033
7,498,502
6,748,333
6,198,371
5,555,556
5,479,868
5,161,111
4,800,000
4,681,543
4,239,298
517,840,700
156,371,861
674,212,561
29.6
10.3
9.1
4.5
4.0
2.5
2.2
2.2
1.8
1.6
1.4
1.1
1.0
0.9
0.8
0.8
0.8
0.7
0.7
0.6
76.8
23.2
100.0%
Excludes disclosure of the interests held by parents and children of directors in accordance with the requirements of the Australian Corporations Act. Refer
to Note 23 of the Financial Statements
Substantial shareholders
As of 19 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
221,634,659
51,936,033
32.9%
7.7%
Range
No of CDI’s
% of issued capital
Page 66
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 2024 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 67
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
Page 6 8
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