Final Results

COHORT PLC PRELIMINARY RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 30 APRIL 2007 Cohort plc, the independent defence technical services group, today announces its preliminary results for the 12 months ended 30 April 2007. Highlights include: 2007 2006 * Group turnover: £34.4m £17.8m * Group operating profit*: £3.0m £1.8m * Group profit before tax: £2.5m £1.4m * Year-end cash balance: £5.0m £5.6m * Normalised earnings per share**: 9.0 pence 6.8 pence * Proposed final dividend per share: 0.9 pence 0.4 pence * Excluding goodwill amortisation and share-based payments. **Excludes exceptional items (net of tax), goodwill amortisation and share-based payments. Commenting on the results, Nick Prest CBE, Chairman of Cohort plc said: "Cohort has achieved its financial and strategic objectives for the year. Our first acquisition, MASS Consultants Limited has exceeded expectations, whilst SCS grew strongly. We continue to seek complementary acquisitions, whilst organically growing the existing businesses. Overall the Board is positive about the outlook." For further information please contact: Cohort plc 01491 843150 Stanley Carter, Chief Executive Simon Walther, Finance Director Investec Investment Bank 020 7597 5970 Michael Ansell, Martin Smith Hogarth Partnership Limited 020 7357 9477 Julian Walker Notes to Editors Cohort plc (www.cohortplc.com) Cohort is a defence technical services group. It operates through two wholly-owned subsidiaries, MASS Consultants Limited (MASS) and Systems Consultants Services Limited (SCS), both of which are leading independent service providers, working for defence, wider government and industry clients. * MASS (www.mass.co.uk) was acquired by Cohort in August 2006 for an initial consideration of £12.5m and is an independent UK Systems House focused on the defence and aerospace markets. MASS offers specialist skills in four main business areas: Managed Services, Electronic Warfare, Secure Communications and Information Systems. * SCS (www.scs-ltd.co.uk), Cohort's original operating company, provides independent consultancy support, which combines technical expertise with practical experience and domain knowledge, primarily but not exclusively to the defence sector. Cohort was specifically established to capitalise on consolidation and organic growth opportunities in the defence technical services market and was admitted to trading on AIM on 8 March 2006. CHAIRMAN'S STATEMENT -------------------- I am pleased to announce the first full year of results for Cohort plc since listing on AIM in March 2006. Cohort acquired MASS Consultants Limited (MASS) in August 2006 and the new business has settled in well and performed ahead of expectations in its first nine months within the Group. Systems Consultants Services Limited (SCS) continued to grow strongly. Overall, Cohort has progressed well and achieved its financial and strategic objectives for the year. KEY FINANCIALS -------------- In the year ended 30 April 2007, Cohort achieved Group turnover of £34.4m (2006: £17.8m) representing a 93% increase on 2006. This included turnover of £22.1m (2006: £17.8m) from SCS representing organic growth of 24% and an initial contribution from MASS of £12.3m. Group operating profit before goodwill amortisation and share-based payments was £3.0m (2006: £1.8m). This included operating profit of £2.3m (2006: £1.9m) from SCS representing organic growth of 19% and an initial contribution of £1.3m from MASS. Cohort group overheads were £0.6m (2006: £0.1m). Profit before goodwill amortisation, share-based payments, interest and tax was £2.9m (2006: £1.3m) after accounting for the Group's share of joint venture losses and exceptional items in relation to venture capital activities of £128,000 (2006: £467,000). Profit after interest and before tax was £2.5m (2006: £1.4m) and profit after tax was £2.0m (2006: £0.9m). Basic earnings per share were 7.26p (2006: 5.47p). Normalised earnings per share were 8.97p (2006: 6.77p). The normalised earnings per share were based upon profit after tax, excluding goodwill amortisation, share- based payments and exceptional items. The Cohort cash balance at year end was £5.0m (2006: £5.6m), reflecting the good operating performance, net of the cash invested in the acquisition of MASS. DIVIDENDS --------- The Group plans to pay a final dividend of 0.9p per ordinary share (2006: 0.4p), making the full year dividend in respect of the year ended 30 April 2007 1.3p per ordinary share (2006: 0.4p). This will be payable on 5 September 2007 to shareholders on the register at 10 August 2007 subject to approval at the annual general meeting on 30 August 2007. BOARD AND PERSONNEL ------------------- On 1 May 2007, the beginning of the new financial year, we made two new appointments. Rick Bounsall was appointed as Managing Director of SCS. Rick was formerly a senior officer in the British Army, with much experience of managing complex equipment projects. I am pleased to welcome Rick to the Group. Andy Thomis, formerly Group Corporate Development Director, was appointed Managing Director of MASS, an appointment which had been vacant since the acquisition of the company. As a consequence of taking up this role Andy stepped down from the Cohort plc Board on 9 July 2007. Both he and Rick Bounsall sit on the Group Executive Committee. Since flotation Stanley Carter had fulfilled the role of Managing Director at SCS as well as being Chief Executive of Cohort and supervising the integration of MASS. The appointments of Rick Bounsall and Andy Thomis have freed Stanley to spend more time on the development of the Group, including by acquisition. I am also closely involved in this process. I would like to add a warm welcome to all the employees of MASS who have joined the Cohort group. It is a cliché that all businesses are people businesses, but one that is true in our case. I would like to thank all the Cohort employees for the efforts which have helped to make the first full year of the Group as a listed company a successful one. OUTLOOK ------- The Group order book at 1 May 2007 stood at £38.3m including an export order at MASS of £5.8m received in April 2007. SCS continues to expand its business, building on the demand from MOD and industry for technical advice which is informed by both theory and military experience. We continue to look for acquisitions to complement the organic development of the business. We are also taking steps to restructure our remaining joint venture investments, neither of which is core to the Group. Overall the Board is positive about the outlook for the continued progress of the Group. Nick Prest CBE Chairman CHIEF EXECUTIVE'S REVIEW ------------------------ I am pleased to report that Cohort's first full year of trading has continued the successful trend of last year. The Group has been significantly expanded and strengthened with the acquisition of MASS and continued strong growth from SCS. In the year ended 30 April 2007, Cohort achieved Group turnover of £34.4m (2006: £17.8m) and operating profit before goodwill amortisation and share-based payments of £3.0m (2006: £1.8m). MASS ---- Based in Cambridgeshire with an electronic warfare facility in Lincolnshire, MASS was founded in 1983. It is well known in the field of electronic warfare, secure communications and associated specialist managed services. In the nine months since acquisition, MASS exceeded our expectations turning over £12.3m with an operating profit of £1.3m, a very good performance. Andy Thomis was appointed as Managing Director of MASS on 1 May 2007. The previous post holder had retired on acquisition by mutual agreement; the other three executive directors remain in post. Employee response to the change in status of MASS and to the staff changes has been very positive and augurs well for the continuing organic growth of MASS. A particularly important achievement during the year was the award to MASS of a £5.8m contract for electronic warfare operational support (EWOS) services to an export customer. This confirms MASS's position as a leading international EWOS provider and the Company continues to pursue further major prospects in this area. MASS continues to invest in the next generation of electronic warfare databases. This is a strategic decision by the Group to ensure its continuing critical role in support of the UK's electronic warfare capability and its expanding role in overseas EWOS support and development work. Good progress was made on SCA, a £9m contract to design and manufacture a number of airborne secure communication systems for the RAF. After the year-end an amendment was received increasing the value of the SCA contract by approximately £0.9m, extending the duration to 2009. MASS continues to support OFCOM to assess radio spectrum quality in the UK, using our unique digital signal processing techniques and measuring equipment. Opportunities are being pursued to provide similar services to other users in the UK and overseas. MASS continued to perform well on its managed service contracts with the MOD's Strategic Systems Integrated Project Team and the Air Warfare Centre. A number of possible paths have been identified to grow these activities in future. SCS --- SCS continued to grow strongly: turnover £22.1m, 24% above 2006, operating profit £2.3m, 19% above 2006. Further investment has been made in SCS's infrastructure to support the continued top line growth. This investment will continue into 2008 with an improved management information system for SCS. Rick Bounsall took over as Managing Director of SCS from me on 1 May 2007. Rick, a Royal Artillery brigadier, has held senior appointments in the MOD involving major equipment programmes for the past six years and, most recently, has led the £2.5 billion Bowman communications programme. James Campbell, formerly Head of Capability and Support Division, has been appointed Operations Director. The two non-executive directors, John Tydeman and Michael Russell have resigned in accordance with Group policy not to have non-executive directors on subsidiary boards. I take this opportunity to thank both of them for their invaluable support over many years. Further management changes have been made by grouping the former six business areas and one division into four divisions, each with a divisional head. Notable contract awards won in competition during the year include: * Support to the Defence Infrastructure IPT and the ATLAS Consortium; * a key Defence Logistics IS project (JAMES) and the MOD's experimental workshop NITEWorks; * the Integration Authority and significant training tasks for the Permanent Joint Headquarters as part of our ongoing five year contract. SCS has worked throughout the year with UK Land Command on numerous tasks as well as assisting Defence Estates and the Defence Logistic Organisation. Contributions to new equipment capabilities include: work on the Army's proposed new medium weight armoured vehicle project (FRES) and follow-up work for the RAF's Joint Combat Aircraft. SCS is a key member of Lockheed Martin's Team Athena for the provision of the Land Environment Air Picture Programme (LEAPP), and Raytheon's team on the Joint Effects Tactical Targeting System (JETTS) and is heavily involved in the Network Enabled Air Defence System (NEADS). Beyond the UK, SCS has continued to lead an industrial consortium contracted to NATO's NC3 Agency and has established a growing reputation with the World Lottery Association as a Security and Risk Advisor. This includes winning a contract from a Chinese lottery for audit work and teaming with Sugal & Damani in their bid for the next UK Lottery Licence. ORGANISATION ------------ The demands on Cohort's senior management grew following flotation and the acquisition of MASS. The appointment of new Managing Directors at MASS and SCS has freed me to focus more on Group matters and acquisitions. Organisationally, the Cohort Board will remain tight, overseeing a Group Executive Committee which I will chair. This comprises the Executive members of the Cohort Board and the Managing Directors of the subsidiaries. MARKET ------ The factors in the wider defence market have changed little from those I reported last year, with continuing trends to integrate and consolidate. The demand from the MOD for impartial and independent technical advice remains strong. The high level of operational commitment of HM Forces, coupled with a natural "front-line first" policy, continues to leave gaps in military technical posts in the MOD, which is already having to cope with reduced technical support arising from the significant reduction of the scientific civil service brought about by privatisation. These factors have benefited the Group and are expected to continue in the future. I am confident that the wide ranging and complementary expertise we are building into the Cohort Group make it well positioned to continue to grow, both organically and through acquisition to meet the increasing need for independent technical advice and support. A E Stanley Carter Chief Executive FINANCE DIRECTOR'S REVIEW ------------------------- I am pleased to include for the first time a financial review of the Group. Significant issues and changes for the year ended 30 April 2007 were as follows: ACQUISITION OF MASS (NOTE 7) ---------------------------- Completed 1 August 2006, MASS contributed nine months of results to the Cohort Group. The goodwill arising on the acquisition of £13.7m will be amortised over twenty years under UK GAAP. A charge of £515,000 was included in the administrative expenses of the Group for the year ended 30 April 2007 (2006: £nil). The goodwill includes deferred consideration of £0.5m, provided for by the Group on acquisition and outstanding at 30 April 2007 (note 9). The deferred consideration is payable to the vendors of MASS on the securing of certain overseas contracts on or before 31 July 2008. SHARE-BASED PAYMENTS -------------------- The Group has adopted Financial Reporting Standard 20, share-based payments for the year ended 30 April 2007, for which a charge of £71,000 (2006: £nil) was included within administrative expenses. The share- based payment has been calculated using the Quoted Companies Alliance share-based payment model, a Black- Scholes based binomial model. The charge to the accounts was based upon a number of factors, two of which were subjective estimates: i. Volatility. A rate of 20% has been used based upon the daily share price variation over the last fourteen months since listing. The charge for the year ended 30 April 2007 would have been £54,000 at 10% volatility and £90,000 at 30% volatility. ii. Leavers rate. The rate of 6.5% was based upon the experience of the Group for the year ended 30 April 2007. The charge in future years will be higher due to the current share options being in issue for a full year. JOINT VENTURES -------------- The share of joint venture operating losses in the year ended 30 April 2007 arises from the Group's 50% share in Advanced Geospatial Solutions Limited (AGS) for the whole year and 25% share in Digital Millennium Map LLP (DMM) for the six months ended 31 October 2006. Looking forward, the Group will only account for its 50% share of AGS. The reclassification of the Group's interest in DMM from a joint venture to an investment resulted in the partial write back of the Group's share of accumulated losses of DMM up to 31 October 2006 as an exceptional gain of £113,000. TAXATION (NOTE 5) ----------------- The Group's tax charge for the year ended 30 April 2007 of £454,000 (2006: £440,000) was at an effective rate of 18.5% (2006: 32.4%) of profit before tax. This included a current year corporation charge of £449,000 (2006: £406,000), a rate of 18.3% (2006: 29.9%). The Group's overall tax rate was significantly below the standard corporation tax rate of 30%, the majority of the rate reduction was due to the recognition of research and development (R&D) credits at MASS for the nine months ended 30 April 2007. MASS retained its small and medium sized enterprise (SME) status for the year to 30 April 2007, thus benefiting from a higher R&D tax credit rate. This SME status will be retained in the year ended 30 April 2008. GROUP TURNOVER -------------- Further analysis is as follows: 2007 2006 Turnover by customer: Direct to UK MOD 69% 78% Indirect to UK MOD 21% 20% Commercial 9% 1% NATO 1% 1% The change in turnover mix was due to the acquisition of MASS, which provides IT and communications services to non-military customers, including OFCOM and the police. DEBTORS ------- Group debtors, expressed as days of sales at 30 April 2007 were 71 (2006: 87 days). This was due to a small reduction in the SCS debtor days from 84 to 79 and the inclusion of MASS (56 days), lowering the overall Group debtor days. At SCS, the investment in a new information system during the coming year is expected to reduce debtor days. Simon Walther Finance Director CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 30 April 2007 Year ended 30 Year ended 30 April 2007 April 2006 Notes £000 £000 Turnover of the Group including its share of joint ventures 2 34,556 18,008 Less share of turnover of joint ventures (137) (185) --------------------------------- Group turnover 34,419 17,823 Cost of sales 2 (26,027) (13,405) --------------------------------- Gross Profit 8,392 4,418 Administrative expenses 2 (5,996) (2,621) --------------------------------- Group operating profit 2 2,396 1,797 Share of operating result of joint ventures 3 (242) (148) --------------------------------- Total operating profit 2,154 1,649 Exceptional items 4 114 (319) --------------------------------- Profit on ordinary activities before Interest 2,268 1,330 Interest receivable 214 105 Interest payable and similar charges (22) (76) --------------------------------- 192 29 --------------------------------- Profit on ordinary activities before Taxation 2 2,460 1,359 Tax on profit on ordinary activities 5 (454) (440) --------------------------------- Profit on ordinary activities after taxation 2,006 919 --------------------------------- Basic earnings per share 6 7.26p 5.47p Diluted earnings per share 6 7.22p 5.45p The profit on ordinary activities before taxation arises from the continuing operations of the Group and the acquired business of MASS Consultants Limited from 1 August 2006. There are no recognised gains or losses other than as stated in the profit and loss account. GROUP BALANCE SHEET As at 30 April 2007 Notes As at As at 30 April 2007 30 April 2006 £000 £000 Fixed Assets Purchased Goodwill 7 13,207 - Tangible Fixed Assets 282 99 ----------------------------------- Investments: 8 Share of gross assets of joint ventures 17 101 Share of gross liabilities of joint ventures (250) (192) ----------------------------------- (233) (91) ----------------------------------- 13,256 8 ----------------------------------- Current Assets Stock 409 - Debtors 8,035 6,375 Cash at bank 5,015 5,591 ----------------------------------- 13,459 11,966 Creditors: amounts falling due within one Year (5,839) (2,830) ----------------------------------- Net current assets 7,620 9,136 ----------------------------------- Total assets less current liabilities 20,876 9,144 Provision for liabilities and charges 9 (560) (220) ----------------------------------- Net assets 20,316 8,924 ----------------------------------- Capital and Reserves Called up share capital 2,947 2,212 Share premium account 14,155 5,339 Profit and loss account 3,143 1,373 Share option reserve 71 - ----------------------------------- Equity shareholders' funds 10 20,316 8,924 ----------------------------------- CONSOLIDATED CASH FLOW STATEMENT For the year ended 30 April 2007 Year ended Year ended 30 April 2007 30 April 2006 Notes £000 £000 Net cash inflow from operating activities 11 2,942 893 Net interest received 217 28 Taxation paid (787) (603) Purchase of tangible fixed assets (87) (66) Sale of tangible fixed assets - 868 Acquisition of MASS Consultants Limited 7 (11,935) - Investment in joint ventures 9 (220) (50) Investment in related parties - (339) Equity dividend paid (236) (159) ----------------------------------- Cash (outflow)/inflow before financing (10,106) 572 Issue of ordinary shares (net of costs) 9,279 5,323 Finance lease asset 251 85 Repayment of secured loan - (514) Repayment of Directors' loans - (446) ----------------------------------- (Decrease)/increase in cash (576) 5,020 Finance lease asset (251) 251 Secured loan - 514 Directors' loans - 446 ----------------------------------- (Decrease)/increase in net funds (827) 6,231 Opening net funds 5,842 (389) ----------------------------------- Closing net funds 5,015 5,842 ----------------------------------- ----------------------------------- Closing net funds at 30 April 2007 included a finance lease receivable of £nil (2006: £251,000). 1. BASIS OF PREPARATION -------------------- The preliminary financial information has been prepared on a consistent basis using the accounting policies set out in the report and financial statements for the year ended 30 April 2007. The Group has consolidated the business of MASS Consultants Limited (MASS) from acquisition on 1 August 2006. The Group has adopted Financial Reporting Standard (FRS) 20, share-based payments for the year ended 30 April 2007. No restatement of comparative figures was required. 2. SEGMENTAL REPORTING ------------------- The Group's turnover was derived from its activities undertaken wholly within the UK. Net Assets/ Profit/(Loss) (Liabilities) Turnover before tax 2007 2006 2007 2006 2007 2006 £000 £000 £000 £000 £000 £000 By business: SCS 3,172 3,042 22,144 17,823 2,261 1,907 MASS (acquired 1 August 2006) (447) - 12,275 - 1,316 - -------------------------------------------------------------------------------- 2,725 3,042 34,419 17,823 3,577 1,907 -------------------------------------------------------------------------------- Joint Ventures (233) (91) 137 185 (242) (148) Unallocated 17,824 5,973 - - (875) (400) -------------------------------------------------------------------------------- 20,316 8,924 34,556 18,008 2,460 1,359 -------------------------------------------------------------------------------- Unallocated loss before tax includes administrative expenses of the Company (Cohort plc), goodwill amortisation, share-based payments and exceptional items. Unallocated net assets includes the assets of the Company, purchased goodwill, net funds and tax. Operating profit for the year ended 30 April 2007 Goodwill amortisation and share- Continuing Acquired based SCS Cohort Total MASS Total payments Total £000 £000 £000 £000 £000 £000 £000 Group Turnover 22,144 - 22,144 12,275 34,419 - 34,419 Cost of Sales (16,672) - (16,672) (9,355) (26,027) - (26,027) ----------------------------------------------------------------------------------------- Gross Profit 5,472 - 5,472 2,920 8,392 - 8,392 Administrative Expenses (3,211) (595) (3,806) (1,604) (5,410) (586) (5,996) ----------------------------------------------------------------------------------------- Operating Profit 2,261 (595) 1,666 1,316 2,982 (586) 2,396 ----------------------------------------------------------------------------------------- Operating profit for the year ended 30 April 2006 SCS Cohort Total £000 £000 £000 Group turnover 17,823 - 17,823 Cost of sales (13,405) - (13,405) ---------------------------------------------------- Gross profit 4,418 - 4,418 Administrative expenses (2,511) (110) (2,621) ---------------------------------------------------- Operating profit 1,907 (110) 1,797 ---------------------------------------------------- The Group operating profit before goodwill amortisation and share-based payments was £2,982,000 (2006: £1,797,000). The Group operating profit for the year ended 30 April 2006 was all in respect of continuing operations. Administrative expenses includes goodwill amortisation of £515,000 (2006: £nil) and cost of share-based payments of £71,000 (2006: £nil). 3. SHARE OF OPERATING RESULTS OF JOINT VENTURES -------------------------------------------- 2007 2006 £000 £000 Advanced Geospatial Solutions Limited (AGS, formerly SCS Mothership Limited) (161) (7) Digital Millennium Map LLP (DMM) (81) (141) (242) (148) DMM ceased to be accounted for as a joint venture from 1 November 2006, the Group ceasing to have an active participation in the venture such that it no longer jointly controlled the joint venture. From 1 November 2006, DMM has been accounted for as an investment at nil value. 4. EXCEPTIONAL ITEMS ----------------- Exceptional items were as follows: 2007 2006 £000 £000 Writeback of provision against joint venture investments and commitments 113 116 Provision against joint ventures and commitments - (14) -------------------------- 113 102 Provision against costs incurred on behalf of related party undertakings - (339) Profit/(loss) on the sale of fixed assets 1 (82) -------------------------- 114 (319) -------------------------- The Group tax charge includes £nil (2006: £102,000 credit) in respect of exceptional items. 5. TAX ON PROFIT ON ORDINARY ACTIVITIES ------------------------------------ 2007 2006 £000 £000 Corporation tax: Prior year 33 - Current year 449 406 Deferred taxation (credit)/charge (28) 34 -------------------------------------- 454 440 -------------------------------------- -------------------------------------- The lower tax rate for the year ended 30 April 2007 of 15.3% of profit before tax and goodwill amortisation (2006: 32.4%) is due to the Group utilising research and development tax credits of MASS for the period from 1 August 2006 to 30 April 2007. 6. EARNINGS PER SHARE ------------------ The earnings per share are calculated as follows: Year ended 30 April 2007 Year ended 30 April 2006 Weighted Earnings Earnings Weighted Earnings Earnings average per share average per share number of number of shares shares No. £000 Pence No. £000 Pence Basic 27,633,096 2,006 7.26 16,791,727 919 5.47 Share Options 168,184 - 65,312 - ------------------------------------- ------------------------------------ Diluted 27,801,280 2,006 7.22 16,857,039 919 5.45 ------------------------------------- ------------------------------------ Add Back: Goodwill amortisation 515 - Share-based payments 71 - Exceptional items (114) 319 Tax in respect of exceptional items - (102) Normalised: Basic 27,633,096 2,478 8.97 16,791,727 1,136 6.77 Share Options 168,184 - 65,312 - ------------------------------------- ------------------------------------ Diluted 27,801,280 2,478 8.91 16,857,039 1,136 6.74 ------------------------------------- ------------------------------------ 7. PURCHASED GOODWILL ------------------ Purchased goodwill arose on the acquisition of MASS Consultants Limited on 1 August 2006 by Cohort plc. Acquisition balance Fair value adjustments Fair value balance sheet sheet £000 £000 £000 Fixed assets 365 (82) 283 Net current liabilities (91) (299) (390) Provisions (40) (20) (60) ------------------------------------------------------------------------------- 234 (401) (167) --------------------------------------------- Consideration (13,000) Costs of acquisition (555) --------------------------------- Goodwill (13,722) --------------------------------- Consideration and costs satisfied by: Issue of new shares 1,000 Cash 11,935 Creditors 120 Deferred consideration (included in provisions) 500 --------------------------------- 13,555 --------------------------------- The purchased goodwill will be amortised over twenty years. The purchased goodwill of £13,722,000 has been reduced by an amortisation charge for the period from 1 August 2006 to 30 April 2007 of £515,000 (2006: £nil) to a written down value at 30 April 2007 of £13,207,000 (2006: £nil). 8. INVESTMENTS ----------- Advanced Digital Total Joint Investments Total Geospatial Millennium Map Ventures Solutions LLP £000 £000 £000 £000 £000 At 1 May 2006 (61) (30) (91) - (91) Profit and loss account: Share of joint ventures including interest (172) (83) (255) - (255) Release of provision against joint venture investments and commitments - - - 113 113 Reclassification - 113 113 (113) - --------------------------------------------------------------------------- At 30 April 2007 (233) - (233) - (233) --------------------------------------------------------------------------- Digital Millennium Map LLP was reclassified as an investment on 1 November 2006. 9. PROVISIONS ---------- Deferred Consideration in respect of Commitment to acquisition of invest in MASS Consultants Digital Limited Millennium Map £000 LLP Warranty Total £000 £000 £000 At 1 May 2006 - 220 - 220 Additions 500 - - 500 Acquired - - 60 60 Settled - (220) - (220) --------------------------------------------------------------------------- At 30 April 2007 500 - 60 560 --------------------------------------------------------------------------- The acquired provisions include £20,000 in respect of fair value adjustments on the acquisition of MASS. The warranty provisions are in respect of contractual obligations of MASS. 10. EQUITY SHAREHOLDERS' FUNDS -------------------------- Share Profit and Share Share premium loss account option Total Shareholders capital account £000 £000 reserve reserves Funds £000 £000 £000 £000 At 1 May 2006 2,212 5,339 1,373 - 6,712 8,924 Retained profit and loss - - 1,770 71 1,841 1,841 Mass Acquisition New shares issued 733 9,173 - - 9,173 9,906 Costs of share issue (377) - - (377) (377) --------------------------------------------------------------------------------- 733 8,796 - - 8,796 9,529 --------------------------------------------------------------------------------- Other shares issued 2 20 - - 20 22 --------------------------------------------------------------------------------- At 30 April 2007 2,947 14,155 3,143 71 17,369 20,316 --------------------------------------------------------------------------------- 11. NET CASH INFLOW FROM OPERATING ACTIVITIES ----------------------------------------- 2007 2006 £000 £000 Group operating profit 2,396 1,797 Depreciation 187 54 Goodwill amortisation 515 - Share-based payments 71 - Net movement in working capital (227) (958) --------------------- 2,942 893 --------------------- 12. The financial information presented in this announcement for the years ended 30 April 2007 and 2006 does not constitute statutory accounts as defined by Section 240 of the Companies Act 1985. The financial information for the year ended 30 April 2007 is derived from the statutory accounts for that period, which have not yet been delivered to the Registrar of Companies. The auditor has reported on those accounts; their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. This statement was approved and authorised for issue by the Board of Directors on 9 July 2007. Copies of the Annual Report and accounts for the year ended 30 April 2007 will be posted to shareholders on 30 July 2007 and available on the Company's website (www.cohortplc.com) from that date. The financial statements will be delivered to the Registrar of Companies following the conclusion of the annual general meeting. Cohort PLC

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