Company Announcements

Craneware plc

("Craneware" or the "Company" or the "Group")

Interim Results of newly scaled Business

Strong growth and expanded market opportunity

14 March 2022 - Craneware (AIM: CRW.L), the market leader in Value Cycle solutions for the US healthcare market, is pleased to announce its unaudited results for the six months ended 31 December 2021 (H1 FY22).

Financial Highlights (US dollars)

1           Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortisation, share based payments and acquisition and share transaction related costs.

2           Adjusted profit before tax refers to profit before tax,, amortisation of acquired intangibles and acquisition and share transaction related costs.

3           Adjusted Earnings per share (EPS) calculations allow for the tax adjusted acquisition costs and share related transactions together with amortisation on acquired intangible assets

4           Annual Recurring Revenue includes the annual value of licence and transaction revenues as at 31 December 2021 that are subject to underlying contracts

Operational Highlights

Outlook

Keith Neilson, CEO of Craneware commented,

"The combined scale and expertise of the enlarged Craneware Group provides the potential for acceleration in ARR growth over the medium term, as we unlock the considerable cross and upsell opportunities within our enlarged customer base. Through our increased sales and marketing operations and unique breadth of offering we are also well placed to secure increased market share as the US healthcare industry continues its drive towards achieving greater value in healthcare.

"Whilst remaining cognisant of the challenges our customers continue to face; the Group remains on-course to deliver results for the current year in line with management's expectations.

"With a strong balance sheet, high levels of recurring revenues, high customer retention rates and an ARR of $165m as at 31 December 2021, we have a strong financial foundation from which to accelerate growth and investment to fulfil our potential, thereby increasing shareholder value.

"We are delighted to see our first cross-sales within the enlarged Group, which we expect to accelerate once the COVID 19 headwinds fully dissipate. With an expanded opportunity we look to the future with considerable excitement and confidence as we work as one team to transform the business of US healthcare."

For further information, please contact:

About Craneware

We at the Craneware Group of companies, including our latest additions Sentry Data Systems and Agilum Healthcare Intelligence, passionately believe we can impact healthcare profoundly by delivering the insights healthcare organizations need to also transform the business of healthcare. Our shared vision is to be the operational and financial partner for U.S. healthcare providers.

Our combined suite of applications and industry-leading team of experts help our customers contextualize operational, financial, and clinical data, providing insights that clearly demonstrate what great looks like. These value cycle insights deliver revenue integrity and 340B compliance, as well as margin and operational intelligence - something no other single partner can provide.

Together, approximately 40% of registered U.S. hospitals are now our customers, including more than 2,000 U.S hospitals and health systems and almost 10,000 clinics and affiliated retail pharmacies. Our customers are operating with a financial impact of nearly half a trillion dollars. We have data sets from customers covering more than 150 million unique patients encounters.

Learn more at www.craneware.com 

Chairman's Statement

I am delighted to report on a period of positive financial and strategic progress. The Group delivered organic growth in software licence revenue in the period whilst having made significant progress in the integration of the newly acquired Sentry business. This paves the way for long-term sustained acceleration as COVID 19 related impediments dissipate and the Group unlocks the significant cross-sell opportunities across the enlarged customer base and the broader market.

Annual Recurring Revenue growth provides strong platform

This is the first reporting period of the enlarged Craneware Group, following the acquisition of Sentry Data Systems Inc ("Sentry") on 12 July 2021 and the results demonstrate the increased scale of the business. Group Revenues increased 111% to $80.2m with an adjusted EBITDA increase of 78% to $23.7m. Annual Recurring Revenue¹ grew ahead of management's expectations in the period to a new milestone of approximately $165m (30 June 2021: $64.5m). Customer retention rates remain high, at above 90% across the Group. The Group maintains healthy cash reserves of $41.7m, excluding restricted cash of $9.3m and a net debt of $72.9m after the acquisition of Sentry and the associated acquisition costs, in line with the Board's expectations. These amounts are after the return of $7.2m (H1 2021: $5.3m) to shareholders through dividends, the investment in R&D of $21.6m (H1 2021: $11.6m) and debt repayment of $4m (H1 2021: $0).

Supportive market drivers

The long-term drivers for the adoption of Craneware's software continue to strengthen. US healthcare providers face pressure from increasing regulation, competition, pharmacy costs and patient expectations and are struggling to manage the enormity and complexity of their operational cost bases. Meanwhile both Republicans and Democrats have previously expressed their desire for healthcare reform and the industry widely anticipates that reform will remain a key agenda point moving forward, with the drive to derive greater value from healthcare sitting at its heart.

With over 20 years of healthcare data powering our Trisus platform, we are uniquely positioned to provide the insights our customers need to manage their operations more efficiently and mitigate risk while delivering increased levels of care. Importantly, in the period Craneware Group customers have seen in excess of a $0.5 billion in benefit from utilising our 340B solutions, helping to stretch scarce federal resources as far as possible, reach more eligible patients and provide more comprehensive services.

This tangible positive impact our solutions can make on the lives of others continues to be a great motivator for our talented team. We have been delighted to welcome the Sentry and Agilum teams into the Craneware Group and on behalf of the Board, I would like to thank all the enlarged team for their continued passion and commitment.

Investment in innovation provides increased addressable opportunity

Our investment in innovation and M&A strategy provide us with a growing solution set to cross-sell into our customers and with nearly 40% of all US hospitals and over 10,000 clinics and affiliated retail pharmacies as customers, we have an enviable position within the industry. We have seen our average annual hospital contract value increase 60% in the last five years, demonstrating the success of this strategy, with considerable room for further growth. While we may see fluctuations in our professional services revenue in any individual reporting period, our largely recurring revenue business model provides us with the revenue visibility to continue to invest in our people and offering, to capitalise on the significant opportunity.

Positive Outlook

We continue to benefit from high operating margins and strong cash flow conversion, and with considerably increased scale and an exit rate of Annual Recurring Revenues at the end of the period of $165m, whilst remaining cognisant of the challenges our customers continue to face, we look to the future with confidence.

Will Whitehorn

Chair Craneware plc

14 March 2022

Strategic Report

The acquisition of Sentry, which completed in the first month of the fiscal year was a landmark moment in the history of Craneware, significantly strengthening the Group's pharmacy offering, adding customers, products and expertise, while expanding our datasets and providing us with a considerable cross-sale opportunity.

Just a few months post-acquisition, we are seeing exciting signs of what can be achieved, with the first three cross-sales into the existing customer base secured, demonstrating the potential value of cross-sales into the extensive existing customer base.  As we look across the Group, we see an energised, cohesive team, all united in the shared mission to transform the business of US healthcare.

Alongside the integration work, we continue to make considerable progress in our transition to a cloud-based offering, with the migration of our customers to the Trisus platform on track for completion by the end of this calendar year. Once on the platform, we are seeing customers respond positively to the increased insights it provides, providing for further upsell opportunities. We are pleased to confirm that the level of sales of Trisus applications already covers 70% of the amount of capitalised R&D spent on the platform and Trisus applications development to date, underwriting the quality of the investment made.

Following a brief time of respite through the summer months, managing the impact of the COVID 19 pandemic and the related fallout, once again became the top priority for all healthcare-related organisations during the period. Our customers continue to be on the front-line, and we are committed to doing all we can both now and into the future, to ensure they have the financial and operational strength to withstand this wave and any future challenges. While this has had a short-term impact on our ability to be on customer site, and therefore our ability to deliver professional services, the successes achieved prior to the Omicron wave give us confidence in our ability to increase our revenue growth in future periods.

Our customers continue to take steps to create further resilience across their financial operations. We are committed to partnering with them by providing the platform, regulatory information and data to enable them to do so. We believe both the Group and our customer base are strongly placed to deal with the future impacts of the pandemic and for our products to be part of the solution in terms of helping hospital preparedness.

Growth Strategy - innovation to profoundly impact US healthcare operations which will drive demand and expand our addressable market.

To date, our growth has been driven through increases in market share and product set penetration (land and expand). In recent years, we have invested in the development of the Trisus platform; a sophisticated cloud data aggregation and intelligence platform which will be the foundation as we migrate our existing products to the cloud, leverage our data assets to expand our offering, integrate third party solutions to the platform and benefit from the scalability of cloud-technology.

While other platforms have been designed to address the clinical side of a hospital, from a competitive positioning perspective, we have created the market's only platform that addresses, the breadth of the value cycle, aiming to solve inefficiencies and waste across operational, administrative and financial functions of a hospital. Through the acquisition of Sentry, we have created considerable distance between us and other point solution vendors, in terms of depth of data, breadth of offering, size of customer base and scale of operations, significantly increasing our ability to serve what is a growing and sustainable, long-term addressable market.

Integration of Sentry Data Systems, Inc. and new management structure

Sentry Data Systems, Inc. is a leader in pharmacy procurement, compliance and utilisation management. The successful conclusion of the acquisition marks a transformational point in our journey, considerably expanding our customer base, data sets, product offering and market presence.

The acquisition enhances one of our focus areas; pharmacy operations within healthcare providers. Pharmacy is the largest cost area for US hospitals apart from staff costs and the acquisition of Sentry extends the intelligence of our Pharmacy product family to hospital affiliated retail and contract specialty pharmacies. We see significant cross-selling opportunities through the complementary nature of Sentry's product suite and customer base. 

We were delighted to secure cross-sales in each of the three main categories of cross-sell following the acquisition of Sentry, being both sales of Sentry and sales of Craneware products to each other's historic customer base as well as expansion sales to historical joint customers.

The integration of Sentry continues to progress ahead of plan, with the integration of the management teams and associated operational departments nearing completion and the sales and technology teams on target to be fully integrated by the end of the current financial year. The benefits of the Group's increased scale are now being seen in greater operational efficiencies across areas such as supply chain, office space and product development and a considerably enlarged sales and marketing team.  We remain on track to achieve the cost synergies anticipated, and while an element of these synergies will be reinvested into the workforce, we anticipate overall the same level to ultimately be achieved as forecast, with an early target of returning to an overall EBITDA margin of 30%.

We have formed one combined management team, including a new role of Transformation Officer, to oversee the continued evolution of the Craneware Group with our commitment to a lean operating model.

New & Expanded KPIs

Following the acquisition of Sentry, and increasing standardisation in how SaaS companies report, we are introducing new and expanded KPIs, to demonstrate the delivery against the growth strategy and to allow easier comparison between the Group and its peers.

For H1 FY22 these are:

·      Annual Recurring Revenue (ARR)

·      % ARR from the Cloud

·      Adjusted Earnings before Interest Tax, Depreciation and Amortisation (Adj. EBITDA)

·      Adjusted EBITDA Margin (Adj. EBITDA %)

·      Operating Cash conversion percentage

·      Net debt

·      Revenue Growth

This current list of KPI's is not thought to be exhaustive but a starting point to build on.  We intend to add further SaaS KPI's to this list, in particular those that require twelve month financials, alongside the full year results later this year.

Three Growth Pillars

Our growth strategy has three fundamental growth pillars:

1. The transition of our customers to cloud-based versions of our existing on-premise solutions, to act as a gateway to the benefits and additional applications on the Trisus platform.

We now have 1,134 hospitals on our Trisus platform, an increase of 26% over the last six months, with their flow of data adding to our valuable data lake. Having already transitioned some of our smaller offerings onto the Trisus platform, we are now in a position to accelerate the migration of the cloud version of one of our two leading offerings, Trisus Chargemaster following successful early adoption. All of our existing Chargemaster Toolkit customers are on track to have migrated to the Trisus Chargemaster by the end of calendar 2022.

Our full Pharmacy suite continues to be developed and will now benefit from the addition of the Sentry applications and expertise, with the two Pharmacy teams now fully combined.

For our customers using any of the Craneware or Sentry existing pharmacy offerings, we can now offer additional functionality through our Trisus Pharmacy Financial Management (TRxFM) application and will soon launch two new pharmacy applications for our hospital customers, generated by the combined product team and representing an uplift potential to original contract values.

All of the acquired customers of Sentry are serviced utilising the Oracle cloud architecture, therefore no technical integration is required, although we will refresh the user interface to create the same look and feel as the Trisus platform.

We have previously provided the metric of % of new sales relating to Trisus, this is being replaced with the KPI: % ARR from the Cloud, reflecting that we now have Sentry products that are already on the cloud and the sale of these to our existing base is also a key part of our growth strategy. % of ARR derived from the Cloud was 67% at 31 December 2021 (30 June 2021: 16%), demonstrating considerable progress in the Period

2. To continue to enhance the capabilities of the platform through the addition of new technology layers and applications - developed through internal R&D, selective M&A and Third-Party Partnerships.

Expanding capabilities

We will continue to invest in expanding the capabilities of the platform, developing additional applications and tools, to provide further actionable insights that bring tangible benefits to our customers. The depth of our product offering continues to grow through the mining of the proprietary and regulatory data that we collect, identifying new ways the data can illuminate and support decision making within the hospital provider environment.  As we expand our product offerings, make further acquisitions and add new customers, the data assets available to mine for additional opportunity continues to grow and provide significant barriers to entry for any new competitors.

Partnerships

We are now in a position to explore making the benefits of the Trisus platform greater for hospitals by hosting third party application providers on Trisus. These would typically be specialist application developers that provide single point solutions in niche areas of interest to our customers.

M&A

While organic growth remains a priority, we continue to evaluate the market and will continue to pursue strategically aligned companies that will accelerate our growth strategy, although it is unlikely that any acquisitions in the short-term will be significant relative to the scale of the new enlarged group. We maintain the same four key acquisition criteria of which target companies must fit into at least one, being: 

(a)  the addition of data sets;

(b)  the extension of the customer base;

(c)  the expansion of expertise; and

(d)  the addition of applications suitable for the US hospital market.

In evaluating acquisition opportunities, the Board implements a strong financial discipline seeking to maintain its prudent approach to preserving balance sheet strength and efficiency for the long-term. Targets that are profitable with recurring revenue models that provide earnings accretion within the first 12 months of ownership are prioritised.

3. To grow our customer footprint, through increasing the attractiveness of our offering and acquiring non-overlapping customers, which in turn provides further cross-sale opportunities.

Each new customer extends our data assets that we can then mine to provide better value to our customers through application development and actionable insights. This reinforces our second growth pillar and by furthering the attraction of the platform as a whole we encourage new customers to investigate the benefits of joining the platform.

Customer retention has always been strong, and we continued to see our customer retention rate remain high in the period above 90%.

Financial Review

On 12 July 2021, we completed the transformational acquisition of Sentry Data Systems Inc ("Sentry"), a market leading provider of SaaS solutions which simplify the complexity of pharmacy procurement, utilisation and regulatory compliance. Sentry also provides business intelligence and SaaS analytics solutions and consulting services. 

In our trading update released on 31 January 2022, we were able to confirm the scale of the enlarged Group with Sentry not yet contributing a full six months of results, Group revenues have grown by 111% to $80.2m (H1 2021: $38m) H1and adjusted EBITDA has increased by 78% to $23.7m (H1 2021: $13.3m). Adjusted earnings per share has increased 34% to 43.5 cents per share (H1 2021:  32.5 cents per share). 

Whilst proud of this new milestone in our evolution, we continue to remember and remain in awe of the work our customers continue to do. They are on the front line in the battle against the COVID 19 pandemic, Omicron wave and the post pandemic recovery that brings another series of challenges to healthcare providers worldwide.  Supporting them and their teams, in the work they have done and continue to do, remains our top priority.

The increased scale and newly enlarged portfolio of products mean we can do even more to support our customers as they look beyond the impact of the pandemic. The need for accurate financial data, supporting analytics and the insights those analytics can bring has never been more important. Our solutions can deliver real financial returns that can be re-invested by the hospital to support the clinical care for their communities.  For example, in the period Craneware Group customers have earned in excess of $0.5 billion in benefit from utilizing our 340B solutions to stretch scarce federal resources as far as possible, reach more eligible patients and provide more comprehensive services.

It is essential we continue to make the right investments in our future.  As such, and recognising the size of the Group post Sentry, we have further increased our investment in R&D by 86% to $21.6m (H1 2021: $11.6m). The level of this investment capitalised in the period has reduced in percentage terms to 31% of the total investment, being $6.8m (H1 2021: $4.5m, 39%), the balance of $14.8m (H1 2021: $7.1m) has been expensed as incurred. The reduction in the percentage of R&D capitalised reflects the care we continue to take to only capitalise projects that will bring future economic benefit to the Group.

One of the ways we ensure our investments into R&D are benefitting our strategy and delivering valuable future returns to the Group, is to monitor the value of contracts sold for these new products once launched against the costs that have been capitalised to date.  I am pleased to confirm, in regard to total costs we have capitalised in this and previous periods relating to our Trisus developments (including applications that have yet to be brought to market) we have contracted revenue that already covers approximately 70% of this total.

We continue to maintain healthy cash reserves, which at the period end were $41.7m, excluding restricted cash of $9.3m (H1 2021: $50.7m) and net debt of $72.9m after the acquisition of Sentry and the associated acquisition costs of $6.2m which were accrued in the prior year but paid in the current period. Both figures are in line with the Board's expectations and represent a comfortable level of debt for the business given our levels of EBITDA. From our cash reserves, we have returned $7.2m to our shareholders through dividends and made the $21.6m investments in R&D detailed above. We continue to target operating cash conversion of 100% of adjusted EBITDA to operating cash over a 12-month period. In the period we achieved 87% adjusted cash conversion (including the acquisition costs detailed above) whilst below our 100% 12 month target, is not unusual for the first half of the year and are confident we will meet our target of 100% cash conversion for the full fiscal year.  In addition, we have continued to collect cash post the period end, having already collected $23m related to the period.

Sentry Acquisition

The proposal to acquire Sentry was originally announced on 7 June 2021 (being SDS Holdco, Inc., the ultimate holding company of Sentry Data Systems, Inc.) and completed on 12 July 2021. The consideration for the acquisition (being on a cash free / debt free basis) was $375m.  Whilst we have completed our provisional assessment of the fair value of the assets acquired and the balance sheet presented includes these provisional amounts; $299.1m (as adjusted) in cash and the balance by the issuance of 2,507,348 new ordinary shares in the Company on 12 July 2021.

The cash consideration was funded from a combination of the Group's existing cash resources, a new secured loan of $120m and the $187.3m net proceeds of the share placing which completed in June 2021.

Underlying Business Model and Professional Services

The new contracts we sign with our customers provide a licence for the customer to access specified products throughout their licence period.   At the end of an existing licence period, or at a mutually agreed earlier date, we look to renew these contracts with our customers. 

The existing contracts within Sentry are similar in their nature albeit are often for a slightly shorter duration.  In addition to the licence fees, Sentry can also provide a number of transactional services to customers, throughout the life of their underlying contracts.  These transactional services, whilst highly dependable, will see some variation period to period dependent on volume of transactions. 

Under the Group's business model, we recognise software licence revenue and any minimum payments due from our 'other long term' contracts evenly over the life of the underlying contract term.  Transactional services are recognised as we provide the service, and we are contractually able to invoice the customer.

In addition to the licence revenues recognised in any year, we also expect revenue to be recognised from providing services to our customers. These revenues are usually recognised as we deliver the service to the customer, on a percentage of completion basis.

The Omicron wave and the resulting shortages of available staff on site at hospitals impacted our ability to deliver professional services in the period.  As professional services revenues are recognised as the service is delivered, this impacted the underlying organic growth in the period. However, we have retained our professional services capacity and as this short-term impact reverses we are well positioned to return to growth in our professional services delivery and associated revenue.

Annual Recurring Revenue

By renewing our underlying contracts, and ensuring we continue to deliver the transactional services to our customers we sustain a highly visible recurring revenue base, which means sales of new products to existing customers or sales to new hospital customers add to this recurring revenue.

Following the acquisition of Sentry, we have introduced a new KPI of Annual Recurring Revenue to supplement the existing financial KPI's we present.  With the increasing standardisation in how SaaS companies report, this KPI will replace our historic three year visible revenue KPI.  This KPI demonstrates the annual value of licence and transactional revenues that are subject to underlying contracts. 

As at 31 December 2021, Annual Recurring Revenue had reached a new milestone of approximately $165m (30 June 2021: $64.5m).  In future periods, we will introduce further KPI's to demonstrate how the underlying growth of the Group is progressing from this foundation and to allow easier comparison between the Group and its peers.

Functional Currency

We continue to report the results (and hold the cash reserves) of the Group in US Dollars, whilst having approximately 20% percent of our costs, mainly our UK employees and UK purchases, denominated in Sterling. The average exchange rate for the Company during the reporting period was $1.36/£1 which compares to $1.31/£1 in the corresponding period last year.

Dividend

The Board has resolved to pay an increased interim dividend of 12.5p (16.88 cents) per ordinary share on 15 April 2022 to those shareholders on the register as at 25 March 2022 (FY21 Interim dividend 12p). The ex-dividend date is 24 March 2022.

The interim dividend of 12.5p per share is capable of being paid in US dollars subject to a shareholder having registered to receive their dividend in US dollars under the Company's Dividend Currency Election, or who has registered to do so by the close of business on 25 March 2022. The exact amount to be paid will be calculated by reference to the exchange rate to be announced on 25 March 2022. The interim dividend referred to above in US dollars of 16.88 cents is given as an example only using the Balance Sheet date exchange rate of $1.35/£1 and may differ from that finally announced.

Outlook

The combined scale and expertise of the enlarged Craneware Group provides the potential for acceleration of ARR growth over the medium term, as we unlock the considerable cross and upsell opportunity within our existing customer base. Through our enlarged sales and marketing operation and unique breadth of offering we are also well placed to secure increased market share as the US healthcare industry continues its drive towards achieving greater value in healthcare.

Whilst remaining cognisant of the challenges our customers continue to face; the Company remains on-course to deliver results for the current year in line with management's expectations.

With a strong balance sheet, high levels of recurring revenues, high customer retention rates and an ARR of $165m as at 31 December 2021, we have a strong financial foundation from which to accelerate growth and investment to fulfil our potential, thereby increasing shareholder value.

We are delighted to see our first cross-sales within the enlarged Group which we expect to accelerate once the COVID 19 headwinds fully dissipate. With an expanded opportunity we look to the future with considerable excitement and confidence as we work as one team to transform the business of US healthcare.

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity

Consolidated Balance Sheet as at 31 December 2021

Consolidated Statement of Cash Flow for the six months ended 31 December 2021

Notes to the Financial Statements

1.   Revenue

The chief operating decision maker has been identified as the Board of Directors. The Group revenue is derived almost entirely from the sale of software licences, professional services (including installation) and transactional fees to hospitals and affiliated pharmacies within the United States of America. Consequently, the Board has determined that Group supplies only one geographical market place and as such revenue is presented in line with management information without the need for additional segmental analysis. All of the Group's assets are located in the United States of America with the exception of the Parent Company's, the net assets of which are disclosed separately on the Company Balance Sheet and are located in the United Kingdom.

Software licensing and professional services are recognised over time.  Transactional fees are recognised at a point in time.

2.   Business combination

On 12 July 2021, the Group acquired 100% of the voting rights of SDS Holdco, Inc., the ultimate holding company of Sentry Data Systems, Inc. ('Sentry'), a leader in the pharmacy procurement, compliance and utilisation management, based in Florida, USA.  For further information on the reasons for the acquisition see Note 25 of the annual report for the year ended 30 June 2021. The aggregate consideration for the acquisition of Sentry on a cash free/ debt free basis subject to an adjustment against a benchmark level of working capital on the date of acquisition as calculated and determined in accordance with the terms of the agreement relating to the acquisition.

The deal was funded by $299.1m (as adjusted) of cash and $75.9m raised via the issue of 2,507,348 new ordinary shares at fair value on 12 July 2021 (measured using the closing market price of the Company's ordinary shares on that date).  The cash consideration was funded from the Group's existing cash resources, $120m from a new debt facility and $187.3m net proceeds from a share placing completed in June 2021.

Details of the purchase consideration, net assets acquired and goodwill, are as follows:

The provisional fair values for assets and liabilities recognised as a result of the acquisition are as follows:

The goodwill is attributable to Sentry's strong position in the market and synergies expected to arise after the company's acquisition of these new subsidiaries. 

The fair value of the acquired customer list and customer contracts of $151m, proprietary software of $42.0 and trademarks of $5.0m are provisional pending receipt of the final valuation for these assets.  Final fair values will be reported in the Group's Annual Report for the year ending 30 June 2022.  Deferred tax of $37.8m, $10.5m and $1.3m has been provided respectively in relation to these adjustments.

Acquisition related costs of $1.9m are included within exceptional costs in profit and loss.

The fair value of trade and other receivables is $33.1m and includes trade receivables with a fair value of $9.5m.  The gross contractual amount for trade receivables due is $12.7m of which $3.2m is expected to be uncollectible.  Also included within trade and other receivables is the enforceable, non-cancelable unbilled portion of annual software and service contracts with a fair value of $18.8m.

Sentry contributed revenue of $44.9m and net profit of $1.1m to the Group for the period from 13 July 2021 to 31 December 2021.  If the acquisition had occurred on 1 July 2021, consolidated revenue and consolidated profit after tax for the half year ended 31 December 2021 would have been $82.8m and $4.8m respectively.

3. Earnings per Share

The calculation of basic and diluted earnings per share is based on the following data:

Weighted average number of shares

The Group has one category of dilutive potential Ordinary shares, being those granted to Directors and employees under the share schemes.

Shares held by the Employee Benefit Trust are excluded from the weighted average number of Ordinary shares for the purposes of basic earnings per share.

Profit for period

Basic earnings per share are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of shares in issue during the period.

For diluted earnings per share, the weighted average number of Ordinary shares calculated above is adjusted to assume conversion of all dilutive potential Ordinary shares.

Earnings per share

4. Intangible assets

5. Trade and other receivables

------There is no material difference between the fair value of trade and other receivables and the book value stated above. All amounts included within trade and receivables are classified as financial assets at amortised cost.

6. Trade and other payables

No derivatives have been entered into in the current reporting period.  No other assets or liabilities have been measured at fair value. Trade and other payables are classified as financial liabilities at amortised cost.

7. Borrowings

In June 2021, the Group entered into a new debt facility to finance the purchase of Sentry Data Systems, Inc.  The total available amount under the facility is $140m, of which $120m was drawn down on 12 July 2021. 

The debt facility comprises a term loan of $40m which is repayable in quarterly installments over 5 years up to 30 June 2026, and a revolving loan facility of $80m which expires on 7 June 2024.  The Group has the ability to extend the revolving loan facility for an additional two year term.   Interest is charged on the facility on a daily basis at margin and compounded reference rate.  The margin rate is fixed at 2.55% for the first 6 months of the facility term.

The facility agreement and is secured by a Scots law floating charge granted by the Company, an English law debenture granted by the Company and a New York law security agreement to which the Company and certain of its subsidiaries are parties.  The securities granted by the Company and the relevant subsidiaries provide security over all assets of the Company and specified assets of the Group.

The contractual maturity of the Group's borrowings at the period end were as follows:

Arrangement fees paid in advance of the setting up of the facility are being recognised over the life of the facility in operating costs. 

Loan covenants

Under the facilities the Group is required to meet quarterly covenants tests in respect of:

a) Adjusted leverage which is the ratio of total net debt on the last day of the relevant period to adjusted EBITDA

b) Cash flow cover which is the ratio of cashflow to net finance charges in respect of the relevant period.

The Group complied with these ratios throughout the reporting period. 

Financing arrangements

The Group's undrawn borrowing facilities were as follows:

8. Called up share capital

During the period ended 31 December 2021, shares were allotted as part of the consideration for the acquisition of Sentry Data Systems, Inc. as described in Note 2.

9. Consolidated Cash Flow generated from operating activities

Total cash and cash equivalents at 31 December 2021 includes restricted cash of $9.3m which relates to amounts held on behalf of customers as part of services provided in connecting them to their contract pharmacy network.  These amounts are generally held by the Group for less than 30 days.  The Group retains fees from the restricted cash accounts for services provided to customers in managing the transfer of cash and for reconciliation services.

10. Basis of Preparation

The interim financial statements are unaudited and do not constitute statutory accounts as defined in S435 of the Companies Act 2006. These statements have been prepared applying accounting policies that were applied in the preparation of the Group's consolidated accounts for the year ended 30th June 2021 and the changes outlined below in Note 13.  Those accounts, with an unqualified audit report, have been delivered to the Registrar of Companies.

The interim financial statements have been prepared on a going concern basis. The Group's activities and an overview of the development of its products, services and the environment in which it operates together with an update on the Group's financial performance and position are set out in the Financial Review.  Despite the ongoing uncertainties and challenges caused by COVID-19 pandemic, the Group is profitable, cash generative and the half year trading results are in line with expectations.  An overview of the impact of the COVID-19 pandemic on the Group in the period are contained in the Strategic Report, and details were also contained in the Group's Annual Report and Financial Statements for the year ended 30 June 2021. The Board continues to carefully monitor the impact of the COVID-19 pandemic on the operations of the Group.  The Viability Statement and the Board's Going Concern assessment contained the Annual Report for the year ended 30 June 2021 are still considered to be appropriate by the Board. The SaaS business model with its underlying long-term contracts as described earlier in the Financial Review, high levels of associated cash generation and long-term focus on customer success provides a foundation of revenue for future periods.  This foundation of contracted revenue forms the basis of the scenarios considered but the Directors in making this assessment.

The Directors, having made suitable enquiries and analysis of the interim financial statements, including the consideration of: net cash reserves; continued cash generation; compliance with loan facility covenants; and Annuity SaaS business model; have determined that the Group has adequate resources to continue in business for the foreseeable future and that it is therefore appropriate to adopt the going concern basis in preparing the interim financial statements.

11. Segmental Information

The Directors consider that the Group operates in predominantly one business segment, being the creation of software sold entirely to the US Healthcare Industry, and that there are therefore no additional segmental disclosures to be made in these financial statements.

12. Risks and uncertainties

The principal risks and uncertainties, as set out on pages 14 to 17 of the Annual Report for the year ended 30 June 2021, remain unchanged.  The unchanged risks are:

·      Data and cyber security

·      Intellectual property risk

·      US Healthcare: Complexity, evolution and reform

·      Regulatory environment

·      Political and microeconomic changes

·      Market and customer consolidation

·      Competitive landscape

·      Acquisition risk

The Directors regularly review these risks and uncertainties and appropriate actions are taken to manage them.  Included within the Strategic Report is more detail on the outlook for the Group for the remaining six months of the year.

13. Changes to Significant Accounting Policies, Judgements and Estimates

The accounting policies, significant judgements and key sources of estimation applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 30 June 2021 except as detailed below:

Borrowings

Borrowings represent bank loans, initially measured at fair value net of transaction costs and subsequently measured at amortised cost, using the effective interest rate method.

Finance charges are accounted for in profit or loss over the term of the loan.

14. Availability of announcement and Half Yearly Financial Report

Copies of this announcement are available on the Company's website, www.craneware.com. Copies of the Interim Report will be posted to shareholders, downloadable from the Company's website and available from the registered office of the Company shortly.

15. Alternative performance measures

The Group's performance is assessed using a number of financial measures which are not defined under IFRS and are therefore non-GAAP (alternative) performance measures. 

The Directors believe these measures enable the reader to focus on what the Group regard as a more reliable indicator of the underlying performance of the Group since they exclude items which are not reflective of the normal course of business, accounting estimates and non-cash items.  The adjustments made are consistent and comparable with other similar companies.

These are as follows:

Adjusted EBITDA 

Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortisation, exceptional items and share based payments.

Adjusted earnings per share (EPS) 

Adjusted earnings per share (EPS) calculations allow for the tax adjusted acquisition costs and share related transactions together with amortisation on acquired intangibles via business combinations.  See Note 3 for the calculation.

Operating cash conversion

Operating cash conversion is calculated as cash generated from operations (as per Note 9), adjusted to exclude cash payments for exceptional items, divided by adjusted EBITDA.

Adjusted PBT

Adjusted PBT refers to profit before tax adjusted for exceptional items and amortisation of acquired intangibles.

Net Debt

New Debt refers to net balance of short term borrowings, long term borrowings and cash and cash equivalents (excluding restricted cash).

Annual Recurring Revenue

Annual Recurring Revenue includes the annual value of licence and transaction revenues as at 31 December 2021 that are subject to underlying contracts.

% Annual Recurring Revenue from the Cloud

% Annual Recurring Revenue from the Cloud is the Annual Recurring Revenue as described above relating specifically to cloud-based products expressed as a % of total Annual Recurring Revenue.

Revenue Growth

Revenue Growth is the increase in Revenue in the current period compared to the previous period expressed as a % of the previous period Revenue.